-----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, MxWaSITJURJRWYt7Fo+i3+eByuxsr7J2MvsfZft9bXg7NY3TDrHCiAaUhBPPp114 q3LiEit28MZy3xSYwpeCsg== 0000950172-99-001450.txt : 19991021 0000950172-99-001450.hdr.sgml : 19991021 ACCESSION NUMBER: 0000950172-99-001450 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991012 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991020 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMC CORP CENTRAL INDEX KEY: 0000790070 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 042680009 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09853 FILM NUMBER: 99730990 BUSINESS ADDRESS: STREET 1: 35 PARKWOOD DRIVE CITY: HOPKINTON STATE: MA ZIP: 01748-9103 BUSINESS PHONE: 5084351000 MAIL ADDRESS: STREET 1: 35 PARKWOOD DRIVE CITY: HOPKINTON STATE: MA ZIP: 01748-9103 8-K 1 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of (earliest event reported): October 12, 1999 EMC CORPORATION (Exact name of registrant as specified in its charter) Massachusetts 1-9853 No. 04-2680009 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 35 Parkwood Drive, Hopkinton, MA 01748 (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (508) 435-1000 Item 2. Acquisition or Disposition of Assets On October 12, 1999, EMC Corporation ("EMC") completed the acquisition of Data General Corporation ("Data General") pursuant to the terms of the previously reported Agreement and Plan of Merger, dated as of August 6, 1999 (the "Merger Agreement"), by and among EMC, a Massachusetts corporation, Emerald Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of EMC ("Emerald"), and Data General, a Delaware corporation. Emerald merged with and into Data General (the "Merger") with Data General surviving the Merger as a wholly-owned subsidiary of EMC, effective as of October 12, 1999. Each share of Data General common stock was converted into the right to receive 0.3125 of a share of EMC common stock. The conversion ratio was determined through arm's length negotiations. The Merger Agreement is incorporated herein by reference from EMC's Current Report on Form 8-K for an event dated August 6, 1999 and is listed herein as Exhibit 2.1. Copies of EMC's press releases announcing the effectiveness of the Merger and the framework for the integration of Data General into EMC's operations are incorporated herein by reference and are included as Exhibits 99.1 and 99.2 herein. The foregoing description of such documents is qualified in its entirety by reference to such Exhibits. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Business Acquired. To be filed by amendment to this Current Report on Form 8-K. (b) Pro Forma Financial Information. To be filed by amendment to this Current Report on Form 8-K. (c) Exhibits. 2.1 Agreement and Plan of Merger dated as of August 6, 1999 by and among EMC Corporation, Emerald Merger Corporation and Data General Corporation (filed as Exhibit 2.1 to EMC's Current Report on Form 8-K for an event dated August 6, 1999 and incorporated herein by reference). 99.1 Press Release dated October 12, 1999. 99.2 Press Release dated October 18, 1999. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EMC CORPORATION Date: October 20, 1999 By: /s/ Paul T. Dacier ----------------------------- Paul T. Dacier Vice President and General Counsel Exhibit Index Exhibit No. Description 2.1 Agreement and Plan of Merger dated as of August 6, 1999 by and among EMC Corporation, Emerald Merger Corporation and Data General Corporation (filed as Exhibit 2.1 to EMC's Current Report on Form 8-K for an event dated August 6, 1999 and incorporated herein by reference). 99.1 Press Release dated October 12, 1999. 99.2 Press Release dated October 18, 1999. EX-99 2 EXHIBIT 99.1 - PRESS RELEASE Exhibit 99.1 Contact: Mark Fredrickson, EMC 508-435-1000 x77137 FOR IMMEDIATE RELEASE fredrickson_mark@emc.com EMC ANNOUNCES COMPLETION OF DATA GENERAL ACQUISITION HOPKINTON, Mass. - October 12, 1999 - EMC Corporation, the world's leading provider of intelligent enterprise storage systems, software, and services, today announced the completion of its acquisition of Data General Corporation. Under the terms of the merger agreement, which was announced August 9, 1999, each share of Data General common stock will be exchanged for 0.3125 shares of EMC common stock. This exchange ratio is based on the average share price for EMC common stock during the 20-day trading period that ended October 1. The acquisition of Data General will further strengthen EMC's market-leading portfolio of intelligent enterprise storage systems, software and services, through the addition of Data General's CLARiiON line of midrange storage systems. Data General's AViiON server business will continue to focus on the UNIX and Windows NT marketplaces, its industry-leading NUMA (non-uniform memory access) technology, and serving the needs of its substantial worldwide customer base. EMC Corporation, based in Hopkinton, Massachusetts, is the world's technology and market leader in the rapidly growing market for intelligent enterprise storage systems, software, networks and services. EMC's products store, retrieve, manage, protect and share information from all major computing environments, including UNIX, Windows NT and mainframe platforms. With 1998 revenues of $3.97 billion, EMC has offices worldwide, trades on the New York Stock Exchange under the symbol EMC, and is a component of the S&P 500 Index. For further information about EMC and its storage solutions, EMC's corporate web site can be accessed at http://www.emc.com . This release contains "forward-looking statements" as defined under the Federal Securities Laws. Actual results could differ materially from those projected in the forward-looking statements as a result of certain risk factors, including but not limited to: (i) the operational integration associated with acquisitions; (ii) delays in the development, production or acceptance of either company's products; (iii) the transition to new products; (iv) competitive factors, including but not limited to pricing pressures, in the computer storage market; (v) the relative and varying rates of product price and component cost declines; (vi) other risks associated with acquisitions; and (vii) other one-time events and other important factors disclosed previously and from time to time in EMC's filings with the U.S. Securities and Exchange Commission. EX-99 3 EXHIBIT 99.2 - PRESS RELEASE Exhibit 99.2 FOR IMMEDIATE RELEASE Contact: Mark Fredrickson, EMC 508-435-1000 x77137 fredrickson_mark@emc.com EMC ANNOUNCES FRAMEWORK FOR DATA GENERAL INTEGRATION, APPOINTS KEY EXECUTIVES HOPKINTON, Mass. - October 18, 1999 - EMC Corporation, the world's leading provider of intelligent enterprise storage systems, software and services, today announced the framework for a rapid integration of the newly acquired Data General Corporation. EMC's acquisition of Data General was completed October 12. Michael C. Ruettgers, EMC President and CEO, named two senior EMC executives to lead the transition: FRANK M. HAUCK has been named Senior Vice President and DG Integration Leader, responsible for overseeing the swift and efficient integration of Data General's worldwide operations. Hauck is a nine-year EMC veteran who has held a series of senior management positions in EMC's customer service organization, most recently as Senior Vice President, Global Customer Service. Joseph F. Walton succeeds Hauck as EMC's Senior Vice President, Global Customer Service. ROBERT M. DUTKOWSKY has been named President of Data General, a division of EMC that will operate as an independent unit and be responsible for developing, manufacturing, marketing, selling, and servicing the AViiON line of server products. Dutkowsky joined EMC in 1997 and has spent the past two years as Executive Vice President, Markets & Channels, responsible for EMC's worldwide sales, marketing and services operations. His extensive industry background includes 20 years at International Business Machines Corporation in a number of roles, including Vice President of Worldwide Sales and Marketing for IBM's RS/6000 business. Ruettgers will assume Dutkowsky's prior EMC duties on an acting basis. EMC also announced that Ronald L. Skates, former Data General President and CEO, will assist during the transition and will retire from the company shortly thereafter. "The acquisition of Data General enhances EMC's future prospects in several important ways," said Ruettgers. "We are gaining an expanded market opportunity, leadership midrange storage, network-attached storage and high-end server technology, a large and loyal customer base, and a talented workforce to help support our rapidly growing worldwide needs. With the appointment of two of our most experienced senior executives, we look forward to executing a clean and swift transition and realizing the full potential of the opportunities before us." EMC CLARIION: LEADERSHIP MIDRANGE STORAGE The CLARiiON storage business will be integrated into EMC, under Hauck's direction, bringing the world's best midrange storage technology to a far larger global customer base through EMC's industry-leading sales and service organizations. The midrange storage market opportunity was estimated to be $10 billion in 1998. CLARiiON systems already have a large presence in this market, with more than 100,000 units installed worldwide. "Many customers like the idea of a single strategic storage partner as the foundation for their information infrastructure," said Ruettgers. "The CLARiiON products complement our high-end Symmetrix Enterprise Storage systems and software, enable us to strengthen our presence outside the data center, and extend the reach of EMC technology to all of our customers' online information needs. Information-intensive businesses can now be even more confident and secure in this: If it's online, chances are it's on EMC." DATA GENERAL AVIION: LEADERSHIP HIGH-END NT SERVERS EMC's Data General division will focus on profitable growth opportunities for high-end Windows NT systems and NT consolidation opportunities, leveraging Data General's NUMA technology in the fastest-growing segments of the server market. The division also will continue to support the roadmap of DG/UX and the worldwide installed base of Data General Unix customers. "We see outstanding potential for the AViiON server business," said Dutkowsky. "Just as EMC pioneered the concept of storage consolidation, there is a clear opportunity to make Data General the world leader in the high-end NT server consolidation market. As Microsoft rolls out Windows 2000 with its high-end features, Data General can play a leading role in meeting customer needs with its NUMA technology, pre-packaged `In-a-Box' solutions, and other major advancements now under development." According to International Data Corporation, Data General was the market leader in high-end NT servers in 1998, with the leading market share position in both the $25,000-$250,000 and $100,000-$250,000 price segments. Dutkowsky continued, "By re-focusing Data General on selected growth segments, further leveraging its NUMA and DG/UX technologies, and extending AViiON's leadership position in delivering a scalable, total computing solution in the high-end NT server arena, we believe we can turn Data General into a vibrant, profitable business unit." Ruettgers concluded, "EMC has a strong, results-oriented culture driven by speed, time-to-market and a sense of urgency in everything we do. These values will be at the forefront of our integration process as we evaluate the opportunities for synergy and efficiency." EMC Corporation, based in Hopkinton, Massachusetts, is the world's technology and market leader in the rapidly growing market for intelligent enterprise storage systems, software, networks and services. EMC's products store, retrieve, manage, protect and share information from all major computing environments, including UNIX, Windows NT and mainframe platforms. With 1998 revenues of $3.97 billion, EMC has offices worldwide, trades on the New York Stock Exchange under the symbol EMC, and is a component of the S&P 500 Index. For further information about EMC and its storage solutions, EMC's corporate web site can be accessed at http://www.emc.com. This release contains "forward-looking statements" as defined under the Federal Securities Laws. Actual results could differ materially from those projected in the forward-looking statements as a result of certain risk factors, including but not limited to: (i) the operational integration associated with acquisitions; (ii) delays in the development, production or acceptance of either company's products; (iii) the transition to new products; (iv) competitive factors, including but not limited to pricing pressures, in the computer storage market; (v) the relative and varying rates of product price and component cost declines; (vi) other risks associated with acquisitions; and (vii) other one-time events and other important factors disclosed previously and from time to time in EMC's filings with the U.S. Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----