As filed with the Securities and Exchange Commission on February 20, 2002
REGISTRATION NO. 333-01375
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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EMC CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MASSACHUSETTS 04-2680009
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
35 PARKWOOD DRIVE
HOPKINTON, MASSACHUSETTS 01748
(508) 435-1000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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PAUL T. DACIER, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
EMC CORPORATION
171 SOUTH STREET
HOPKINTON, MASSACHUSETTS 01748
(508) 435-1000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE
TO THE PUBLIC: From time to time after the effective date of
this registration statement.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: |_|
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering: |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: |_|
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
DEREGISTRATION OF SECURITIES
The purpose of this Post-Effective Amendment No. 1 (this "Amendment")
to the Registration Statement on Form S-8 of EMC Corporation, a Massachusetts
corporation (the "Company"), filed with the Securities and Exchange Commission
(the "Commission") on March 1, 1996 (Registration No. 333-01375) (the
"Registration Statement"), is to deregister all shares of common stock, par
value $0.01 per share (the "Common Stock"), of the Company reserved for issuance
under the McDATA Corporation 1990 Class A Stock Option Plan and the McDATA
Corporation 1990 Class B Stock Option Plan (together, the "Plans") which were
unissued as of January 31, 2002 or not sold under the Registration Statement.
There were no outstanding stock options under the Plans as of such date.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the Town of Hopkinton, Commonwealth of Massachusetts, on
February 20, 2002.
EMC CORPORATION
By: /S/ PAUL T. DACIER
--------------------------------
Paul T. Dacier
Senior Vice President and
General Counsel
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURES TITLE DATE
/S/ MICHAEL C. RUETTGERS* Executive Chairman (PRINCIPAL February 20, 2002
--------------------------------------- EXECUTIVE OFFICER)
MICHAEL C. RUETTGERS
/S/ JOSEPH M. TUCCI Chief Executive Officer, February 20, 2002
--------------------------------------- President and Director
JOSEPH M. TUCCI
/S/ WILLIAM J. TEUBER, JR.* Executive Vice President and February 20, 2002
--------------------------------------- Chief Financial Officer
WILLIAM J. TEUBER, JR. (PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)
/S/ MICHAEL J. CRONIN* Director February 20, 2002
---------------------------------------
MICHAEL J. CRONIN
/S/ JOHN R. EGAN* Director February 20, 2002
---------------------------------------
JOHN R. EGAN
[SIGNATURE PAGE TO POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT]
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SIGNATURES TITLE DATE
/S/ W. PAUL FITZGERALD*
--------------------------------------- Director February 20, 2002
W. PAUL FITZGERALD
/S/ WINDLE B. PRIEM
--------------------------------------- Director February 20, 2002
WINDLE B. PRIEM
/S/ ALFRED M. ZEIEN
--------------------------------------- Director February 11, 2002
ALFRED M. ZEIEN
*By: /S/ PAUL T. DACIER
----------------------------------- February 20, 2002
Attorney-in-Fact
[SIGNATURE PAGE TO POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT]
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