-----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, F2cPCabnEWgLU4XfHSWTPs+blqMWTS36fwi35NC1thcMDf1xmEwKE0nQSHZWG5AO 1oN219AECEpjBfLe7g0DGA== 0001181431-10-063090.txt : 20101221 0001181431-10-063090.hdr.sgml : 20101221 20101221164043 ACCESSION NUMBER: 0001181431-10-063090 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101217 FILED AS OF DATE: 20101221 DATE AS OF CHANGE: 20101221 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Isilon Systems, Inc. CENTRAL INDEX KEY: 0001373671 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 912101027 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3101 WESTERN AVENUE CITY: SEATTLE STATE: WA ZIP: 98121 BUSINESS PHONE: 206-315-7500 MAIL ADDRESS: STREET 1: 3101 WESTERN AVENUE CITY: SEATTLE STATE: WA ZIP: 98121 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33196 FILM NUMBER: 101266093 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 3 1 rrd294833.xml FORM 3 X0203 3 2010-12-17 0 0001373671 Isilon Systems, Inc. ISLN 0000790070 EMC CORP 176 SOUTH STREET HOPKINTON MA 01748 0 0 1 0 Common Stock, par value $0.00001 per share 64268239 I See Footnote On November 14, 2010, EMC Corporation, a Massachusetts corporation ("EMC"), Electron Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of EMC ("Purchaser"), and Isilon Systems, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). As contemplated by the terms of the Merger Agreement, Purchaser commenced, on November 19, 2010, a cash tender offer (the "Offer") to purchase all outstanding shares (the "Shares") of common stock, par value $0.00001 per Share, of the Company, at a price of $33.85 per Share, net to the seller in cash, and subject to the terms and conditions set forth in the Offer to Purchase, dated November 19, 2010, 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 November 19, 2010. The Offer expired at 12:00 midnight, New York City time, on Friday, December 17, 2010. An aggregate of 63,988,828 Shares were validly tendered and not withdrawn (including certain shares tendered under guaranteed delivery procedures), representing approximately 95.5% of the Company's outstanding common stock. On December 17, 2010, Purchaser accepted for payment all validly tendered and not withdrawn Shares. Prior to the commencement of the Offer EMC, acquired 279,411 Shares through ordinary brokerage transactions at prevailing market prices. Purchaser was a direct, wholly owned subsidiary of EMC and was the owner of the Shares purchased in the Offer. Pursuant to the terms of the Merger Agreement, on December 21, 2010 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 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 December 21, 2010, 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 2010-12-21 -----END PRIVACY-ENHANCED MESSAGE-----