-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ri4mFGJqpnBoSdK4lu1FN/OF6PL0PL5m3DD44O0Iq2urXIG1vIVv2cCmdAHF3lJU 9Wzm0oYPqG/S0rEGpUpdvQ== 0000950172-95-000425.txt : 19951030 0000950172-95-000425.hdr.sgml : 19951030 ACCESSION NUMBER: 0000950172-95-000425 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951025 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951027 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMC CORP CENTRAL INDEX KEY: 0000790070 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 042680009 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09853 FILM NUMBER: 95584774 BUSINESS ADDRESS: STREET 1: 35 PARKWOOD DR CITY: HOPKINTON STATE: MA ZIP: 01748-9103 BUSINESS PHONE: 5084351000 MAIL ADDRESS: STREET 1: 171 SOUTH STREET CITY: HOPKINTON STATE: MA ZIP: 01748-9103 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20579 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 25, 1995 EMC CORPORATION (Exact name of registrant as specified in its charter) MASSACHUSETTS 1-9853 04-2680009 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 171 SOUTH STREET, HOPKINTON, MASSACHUSETTS 01748-9103 (Address of principal executive offices) (Zip Code) (508) 435-1000 Registrant's telephone number, including area code: N/A (Former name or former address, if changed since last report) Item 5. Other Events. On October 25, 1995, EMC Corporation (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among the Company, EMC Merger Corporation 1995, a Delaware corporation and a wholly owned subsidiary of EMC ("Sub"), and McDATA Corporation, a Delaware corporation ("McDATA"). Pursuant to the Merger Agreement, Sub shall merge with and into McDATA and McDATA shall survive such merger as a wholly owned subsidiary of the Company. McDATA, a privately held company, specializes in high-bandwidth networking solutions for large-scale computing applications. Completion of the transaction is subject to several conditions, including appropriate regulatory review and approval of McDATA's shareholders. Subject to satisfaction of these and other conditions, the closing of the transactions contemplated by the Merger Agreement is expected to occur during the current quarter. EMC and McDATA intend to treat the Merger as a "pooling of interests" for accounting and financial reporting purposes. A copy of the October 25, 1995 press release announcing the Merger Agreement is attached as Exhibit 99.1 hereto and is incorporated by reference herein. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. Exhibit No. Description 99.1 EMC Corporation Press Release dated October 25, 1995 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EMC CORPORATION By: /s/ Paul T. Dacier Paul T. Dacier Vice President and General Counsel October 27, 1995 Exhibit Index Exhibit Sequential No. Description Page No. 99.1 EMC Corporation Press Release dated October 25, 1995 EXHIBIT 99.1 News from EMC Corporation FOR IMMEDIATE RELEASE Contact: John Ryan 508-435-1000 EMC ANNOUNCES AGREEMENT TO ACQUIRE MCDATA CORPORATION, LEADING DATA CENTER NETWORKS SWITCH SUPPLIER STRATEGIC INVESTMENT IN COLORADO-BASED TECHNOLOGY LEADER POSITIONS EMC FOR FUTURE ROLE IN NETWORKED INFORMATION STORAGE HOPKINTON, Mass. -- October 25, 1995 -- EMC Corporation, the world's leading independent supplier of intelligent storage and retrieval technology, today announced an agreement to acquire McDATA Corporation, a leader in data center network switching solutions, in a pooling-of-interests stock transaction valued at approximately $230 million. The transaction includes the acquisition of more than $50 million in McDATA working capital, most of which is cash and accounts receivable. The exact number of shares of EMC common stock to be issued will be determined at the closing. Based on current market conditions, the acquisition of McDATA is expected to be accretive to EMC's earnings, adding 8-10 cents per share in 1995. Completion of this transaction is subject to several conditions, including appropriate regulatory review and approval of McDATA's shareholders. Subject to satisfaction of these conditions, the companies expect to complete the transaction during the current quarter. EMC plans to operate McDATA as a wholly owned subsidiary. Jack McDonnell, McDATA President and CEO and one of the company's founders, will continue in his present role and report to Michael C. Ruettgers, EMC President and CEO. Based in Broomfield, Colorado, McDATA Corporation is a privately held company specializing in high-bandwidth networking solutions for large-scale computing applications. Founded in 1982, McDATA has 150 employees and expects 1995 revenues to exceed $150 million. Its flagship product, the ESCON Director, is a high-speed fiber-optic-based network switch designed to connect computers and peripherals within today's data center. Marketed by IBM Corporation under an exclusive OEM agreement, the ESCON Director has enabled McDATA to become the leading supplier of data center network switching solutions. ESCON, or Enterprise Systems Connection Architecture, is IBM's fiber-optic-based channel architecture for high-speed data communications between mainframe computers and associated peripheral devices such as storage systems. "This acquisition will position EMC to play an even more critical role in helping customers establish information-centric computing strategies, as the processor-centric models of the past fade away," said Ruettgers, EMC President and CEO. "McDATA's communications expertise will help position EMC at the center of the networked data center and open systems worlds. We now have the opportunity to extend our market leadership in intelligent storage to the network and become the premier supplier of networked storage solutions for the entire enterprise." "McDATA Corporation is a successful company with leading-edge technology, a strong management team, impressive technical talent, and significant financial strength," Ruettgers continued. "We believe McDATA's strategy complements EMC's. Like EMC, McDATA's most important technical expertise is in software. We expect McDATA to accelerate our growth into new markets as well as provide direct, immediate benefits to our revenue and profitability." McDATA President and CEO McDonnell said, "This acquisition will enable EMC to capitalize on the burgeoning market for data center and open systems network switching solutions. McDATA's ESCON Director is the leading fiber-optic-based switch on the mainframe market today. EMC will benefit from McDATA's expertise in networking. Our core competencies, developed over the past 13 years, in high-bandwidth, high-speed connectivity can be leveraged to exploit future opportunities." "Several technology trends are converging to drive the market for data center network switching solutions," McDonnell continued. "These trends include the explosion in storage capacity requirements; wide recognition of the greater need for centralized management of information; increased information sharing and access; migration to open systems computing; demand for higher-speed storage and retrieval solutions; and changes in the nature of information. Collectively, these trends point toward tremendous opportunities for EMC and McDATA to join together and capitalize on." Ruettgers noted, "EMC has pursued a strategy in recent years of complementing its strong, internally fueled growth with selected technology acquisitions that leverage and extend our own technology and build upon our presence in important, growing markets. This agreement is consistent with our strategy." EMC Corporation, based in Hopkinton, Mass., is a world leader in enterprise-wide information storage and retrieval technology, designing systems for mainframe, midrange and open systems environments. The company has offices worldwide and trades on the New York Stock Exchange under the symbol EMC. # # # ESCON and Enterprise Systems Connection Architecture are trademarks of IBM Corporation. -----END PRIVACY-ENHANCED MESSAGE-----