-----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, TX1Ohn/l+CBzVBUlmrjS9c9iwp7uCA2gXIh43ubjQ1p7jnDsvr8sbR8ATtoOMf7l dnAu2fmrpxxbfziQB/vp3A== 0001181431-09-036176.txt : 20090723 0001181431-09-036176.hdr.sgml : 20090723 20090723165325 ACCESSION NUMBER: 0001181431-09-036176 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090722 FILED AS OF DATE: 20090723 DATE AS OF CHANGE: 20090723 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Data Domain, Inc. CENTRAL INDEX KEY: 0001391984 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 943412175 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2421 MISSION COLLEGE BLVD CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: (408) 980-4800 MAIL ADDRESS: STREET 1: 2421 MISSION COLLEGE BLVD CITY: SANTA CLARA STATE: CA ZIP: 95054 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EMC CORP CENTRAL INDEX KEY: 0000790070 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33517 FILM NUMBER: 09959855 BUSINESS ADDRESS: STREET 1: 176 SOUTH STREET CITY: HOPKINTON STATE: MA ZIP: 01748-9103 BUSINESS PHONE: 5082937208 MAIL ADDRESS: STREET 1: 176 SOUTH STREET CITY: HOPKINTON STATE: MA ZIP: 01748-9103 4 1 rrd248932.xml FORM 4 X0303 4 2009-07-22 0 0001391984 Data Domain, Inc. DDUP 0000790070 EMC CORP 176 SOUTH STREET HOPKINTON MA 01748 0 0 1 0 Common Stock, par value $0.0001 per share 2009-07-22 4 P 0 5521350 33.50 A 61803443 I See Footnote On July 8, 2009, EMC Corporation, a Massachusetts corporation ("EMC"), Envoy Merger Corporation, a Delaware corporation ("Purchaser") and a wholly owned subsidiary of EMC and Data Domain, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). As previously announced and as contemplated by the terms of the Merger Agreement, Purchaser commenced, on June 2, 2009, a cash tender offer (the "Offer") to purchase all outstanding shares (the "Shares") of common stock, par value $0.0001 per Share, of the Company, at a price of $33.50 per Share, net to the seller in cash, and subject to the terms and conditions set forth in the Offer to Purchase, dated June 2, 2009, as amended, included as an exhibit to the Tender Offer Statement on Schedule TO filed by EMC and Purchaser with the Securities and Exchange Commission (the "SEC") on June 2, 2009. The initial offering period expired at 12:00 midnight, New York City time, on Friday, July 17, 2009. An aggregate of 50,947,657 Shares were validly tendered and not withdrawn (not including certain shares tendered under guaranteed delivery procedures) in the initial offering period. On July 20, 2009, Purchaser accepted for payment all validly tendered and not withdrawn Shares. Also on July 20, 2009, EMC and Purchaser commenced a subsequent offering period (the "Subsequent Offering Period"), which expired at 12:00 midnight, New York City time, on Wednesday, July 22, 2009. Prior to the commencement of the Offer, on May 29, 2009 and June 1, 2009, Woodland Street Partners, Inc., a Delaware corporation ("Woodland") and a wholly owned subsidiary of EMC, acquired 2,534,697 Shares through ordinary brokerage transactions at prevailing market prices. On July 23, 2009, Woodland transferred the Shares owned by it to Purchaser. Shares acquired by Purchaser during the Subsequent Offering Period. Includes Shares acquired by Purchaser during the Subsequent Offering Period. Purchaser was a direct, wholly owned subsidiary of EMC and was the owner of the Shares purchased in the Offer. On July 23, 2009, Woodland, a direct, wholly owned subsidiary of EMC, transferred to Purchaser the 2,534,697 Shares Woodland acquired through ordinary brokerage transactions at prevailing market prices prior to the commencement of the Offer. Following Purchaser's acceptance for payment of Shares during the Subsequent Offering Period, pursuant to the terms of the Merger Agreement, on July 23, 2009 Purchaser merged with and into the Company (the "Merger") and each share of common stock, par value $0.01 per share, of Purchaser that was issued and outstanding immediately prior to the Merger was converted into one share of common stock, par value $0.01 per share, of the Company, as the surviving corporation. As a result of the Merger, Purchaser's corporate existence ceased. On July 23, 2009, the Company filed a Form 15 with the SEC to terminate the registration of its common stock under Section 12 of the Securities Exchange Act of 1934, as amended. /s/ Paul T. Dacier, Executive Vice President and General Counsel 2009-07-23 -----END PRIVACY-ENHANCED MESSAGE-----