SC TO-T/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
Amendment No. 6
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

IOMEGA CORPORATION
(Name of Subject Company (Issuer))

Emerge Merger Corporation
and
EMC Corporation
(Names of Filing Persons (Offerors))

Common Stock, par value $0.03-1/3 per share
(Title of Class of Securities)

462030305
(CUSIP Number of Class of Securities)

Paul T. Dacier, Esq.
EMC Corporation
176 South Street
Hopkinton, Massachusetts 01748
(508) 435-1000
(Name, Address and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:        
Alan B. Kalin, Esq.
Bingham McCutchen LLP
1900 University Avenue
East Palo Alto, California, 94303
(650) 849-4400

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$228,179,140	$8,968

*

For purposes of calculating the filing fee pursuant to Rule 0-11(d) only, the Transaction Valuation was calculated on the basis of (i) the aggregate of 59,267,309 shares of common stock, par value $0.03-1/3 per share, of Iomega Corporation outstanding on a fully diluted basis, consisting of: (a) 54,769,820 shares of common stock issued and outstanding, and (b) 4,497,489 shares of common stock subject to issuance upon the exercise of outstanding stock options, and (ii) the tender offer price of $3.85 per Share.

**

The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, is calculated by multiplying the Transaction Valuation by 0.00003930, and was previously paid in connection with the initial filing of the Schedule TO on April 24, 2008.

o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: Not applicable
Form or Registration No.: Not applicable Filing Party: Not applicable
Date Filed: Not applicable

o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
ý	third-party tender offer subject to Rule 14d-1.
o	issuer tender offer subject to Rule 13e-4.
o	going-private transaction subject to Rule 13e-3.
o	amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer:    o

        This Amendment No. 6 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule TO initially filed with the Securities and Exchange Commission (the "SEC") by Emerge Merger Corporation and EMC Corporation on April 24, 2008 (the "Initial Schedule TO"), as amended and supplemented by Amendment No. 1 thereto filed with the SEC on April 25, 2008 ("Amendment No. 1"), Amendment No. 2 thereto filed with the SEC on May 13, 2008 ("Amendment No. 2"), Amendment No. 3 thereto filed with the SEC on May 22, 2008 ("Amendment No. 3"), Amendment No. 4 thereto filed with the SEC on June 2, 2008 ("Amendment No. 4"), and Amendment No. 5 thereto filed with the SEC June 2, 2008 ("Amendment No. 5" and, collectively with the Initial Schedule TO and Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, the "Schedule TO"). The Schedule TO relates to the offer by Emerge Merger Corporation, a Delaware corporation ("Purchaser") and a direct wholly owned subsidiary of EMC Corporation, a Massachusetts corporation ("EMC"), to purchase all outstanding shares of common stock, par value $0.03-1/3 per share (the "Shares"), of Iomega Corporation, a Delaware corporation ("Iomega"), at a price of $3.85 per Share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 24, 2008 (the "Offer to Purchase") and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"), which were annexed to and previously filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. The Schedule TO was filed on behalf of Purchaser and EMC.

        Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule TO. All of the information set forth in the Offer to Purchase and the other exhibits to the Schedule TO are incorporated by reference herein in response to all the items of this Amendment. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.

Item 8. Interest in Securities of the Subject Company.

Item 11. Additional Information.

        Item 8 and Item 11 of the Schedule TO are hereby amended and supplemented to include the following thereto:

        "At 5:00 p.m., Boston, Massachusetts time, on Friday, June 6, 2008, the Offer expired. As of that time, approximately 45,536,839 Shares were validly tendered and not properly withdrawn pursuant to the Offer, of which 334,034 Shares were tendered pursuant to notices of guaranteed delivery. Such Shares constituted approximately 83%, or 77% on a fully diluted basis, of the outstanding Shares. All

Shares validly tendered and not withdrawn prior to the expiration of the Offer were accepted for payment.

        Purchaser intends to exercise the Top-Up Option under the Merger Agreement to purchase from Iomega, at a price of $3.85 per Share, that number of newly issued Shares necessary for Purchaser to own one share more than 90% of the Shares outstanding. Exercise of the Top-Up Option would permit Purchaser to effect a short-form merger of Purchaser into Iomega under Delaware law without the vote of, or any other action by, the other Iomega stockholders. EMC intends to complete the Merger contemplated by the Merger Agreement as soon as practicable after such exercise.

        Pursuant to the Merger, Shares that were not tendered in the Offer (other than Shares held in the treasury of the Company or Shares owned by EMC, Purchaser or any direct or indirect wholly owned subsidiary of EMC or Iomega immediately prior to the Effective Time, which Shares will be canceled and retired without any conversion and no payment of any consideration will be made with respect such Shares) will be canceled and converted automatically into the right to receive $3.85 per Share in cash (subject to applicable withholding taxes), without interest, subject to the rights of holders of non-tendered Shares to seek appraisal of the fair market value of their Shares pursuant to Section 262 of the DGCL. Following the Merger, Iomega will become a wholly owned subsidiary of EMC and will cease to be traded on the NYSE."

        A copy of the press release announcing the expiration of the Offer and the acceptance of validly tendered Shares is attached hereto as Exhibit (a)(5)(f).

Item 12. Exhibits.

        Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

(a)(5)(f)
Text of press release issued by EMC, dated June 9, 2008, announcing the expiration of the Offer and the acceptance of validly tendered Shares.

SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EMC Corporation
By:	/s/  PAUL T. DACIER Name: Paul T. Dacier Title: Executive Vice President and           General Counsel

Emerge Merger Corporation
By:	/s/  PAUL T. DACIER Name: Paul T. Dacier Title: President

Dated: June 9, 2008

EXHIBIT INDEX

(a)(1)(A)†	Offer to Purchase, dated April 24, 2008*
(a)(1)(B)†	Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9)*
(a)(1)(C)†	Form of Notice of Guaranteed Delivery*
(a)(1)(D)†	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(E)†	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(F)†	Text of press release issued by EMC and Iomega, dated April 8, 2008 (incorporated by reference to Schedule TO filed by EMC and Purchaser with the Securities and Exchange Commission on April 8, 2008)
(a)(1)(G)†	Form of summary advertisement, published April 24, 2008
(a)(5)(a)†	Text of press release issued by EMC and Iomega, dated April 25, 2008, announcing the commencement of the Offer
(a)(5)(b)†	Complaint filed on May 8, 2008 in the Superior Court of the State of California, County of Vista—North County
(a)(5)(c)†	Text of press release issued by EMC, dated May 22, 2008, announcing the extension of the expiration date of the Offer
(a)(5)(d)†	Text of press release issued by EMC, dated June 2, 2008, announcing the extension of the expiration date of the Offer
(a)(5)(e)†	Text of press release issued by EMC, dated June 2, 2008, announcing the approval of the European Commission
(a)(5)(f)	Text of press release issued by EMC, dated June 9, 2008, announcing the expiration of the Offer and the acceptance of validly tendered Shares
(b)	Not applicable
(d)(1)†	Agreement and Plan of Merger, dated as of April 8, 2008, by and among EMC, Purchaser and Iomega (incorporated by reference to Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on April 9, 2008)
(d)(2)†	Confidentiality Agreement, dated as of March 19, 2008, by and between EMC and Iomega
(d)(3)†	Form of Tender and Voting Agreement, dated as of April 8, 2008, by and between Purchaser and each of Jonathan Huberman, Stephen David, Reynolds Bish, Preston Romm, Thomas Kampfer, John Nolan, Daniel Maurer and Margaret Hardin
(d)(4)†	Letter Agreement, dated April 8, 2008, by and between EMC and Jonathan S. Huberman
(d)(5)†	Letter Agreement, dated April 8, 2008, by and between EMC and Thomas D. Kampfer
(d)(6)†	Form of Non-Competition Agreement, dated as of April 8, 2008, by and between EMC, Iomega and each of Jonathan S. Huberman and Thomas D. Kampfer
(g)	Not applicable
(h)	Not applicable

*

Documents mailed to Iomega stockholders.

†

Previously filed on the Schedule TO

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SIGNATURE
EXHIBIT INDEX

EX-99.(A)(5)(F)

Exhibit (a)(5)(f)

FOR IMMEDIATE RELEASE

Contact:	Dave Farmer
	508-293-7206
	farmer_dave@emc.com

EMC COMPLETES TENDER OFFER FOR IOMEGA

HOPKINTON, Mass. – June 9, 2008 — EMC Corporation (NYSE: EMC), the world leader in information infrastructure solutions, today announced successful completion of the tender offer for the outstanding shares of common stock of Iomega Corporation (NYSE: IOM).  EMC expects to complete the Iomega acquisition within the next several business days.  At that time, Iomega will disclose the completion of the merger in a Current Report on Form 8-K filed with the Securities and Exchange Commission.

The tender offer expired at 5:00 p.m., Eastern Daylight Time, on Friday, June 6, 2008.  As of that time, approximately 45,536,839 shares of Iomega were validly tendered and not properly withdrawn (including 334,034 shares tendered under guaranteed delivery procedures), representing approximately 83%, or 77% on a fully diluted basis, of Iomega’s outstanding common stock.  All shares that were validly tendered and not properly withdrawn on or prior to that time have been accepted for purchase. EMC will promptly issue payment for all such shares.

EMC also announced its intent (through Emerge Merger Corporation) to purchase from Iomega the number of additional shares sufficient to represent ownership of more than 90% of Iomega’s outstanding shares, when combined with the shares purchased in the tender offer.  Following the exercise, EMC expects to effect, without a vote or meeting of Iomega stockholders, a short-form merger to complete the acquisition of Iomega.  As a result, Emerge Merger Corporation will merge with and into Iomega, with Iomega continuing as the surviving corporation and as a direct wholly owned subsidiary of EMC.

Any shares of Iomega common stock not tendered to EMC in EMC’s tender offer (other than shares held by stockholders who properly demand and perfect appraisal rights under Delaware law and any shares owned by Iomega, EMC or any of their subsidiaries) will then be converted into the right to receive the same $3.85 in cash per share, without interest and less any required withholding taxes, that was paid in the tender offer.

Following the merger, Iomega common stock will cease to be traded on the NYSE.

About EMC

EMC Corporation (NYSE: EMC) is the world’s leading developer and provider of information infrastructure technology and solutions that enable organizations of all sizes to transform the way they compete and create value from their information. Information about EMC’s products and services can be found at www.EMC.com.

EMC is a registered trademark of EMC Corporation. Iomega is a registered trademark of Iomega Corporation. All other trademarks are the property of their respective owners.

This release contains “forward-looking statements” as defined under the federal securities laws. These include, without limitation, all references to the date the merger will be completed.  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) any adverse governmental reactions as we seek approvals for the acquisition of Iomega, or business partner reactions to the acquisition; (ii) material adverse changes in general economic or market conditions; (iii) the potential for Iomega’s employees to leave their positions as a result of the acquisition; (iv) changes in the business of EMC or Iomega; or (v) other one-time events and other important factors disclosed previously and from time to time in EMC and Iomega’s filings with the SEC. EMC disclaims any obligation to update any such forward-looking statements after the date of this release.