As filed with the Securities and Exchange Commission on December 11, 2001
REGISTRATION NO. 333-60177
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 2 TO
FORM S-3
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.
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DEREGISTRATION OF SECURITIES
The purpose of this Post-Effective Amendment No. 2 (this "Amendment")
to the Registration Statement on Form S-3 of EMC Corporation, a Massachusetts
corporation (the "Company"), filed with the Securities and Exchange Commission
(the "Commission") on July 30, 1998 (Registration No. 333-60177), as amended by
Amendment No. 1 thereto filed with the Commission on August 4, 1998 (such
registration statement, as so amended, the "Registration Statement"), is to
deregister all shares of common stock, par value $.01 per share (the "Common
Stock"), of the Company issued on April 23, 1998 and July 1, 1998 and not sold
pursuant to the Registration Statement prior to the date this Amendment is filed
with the Commission. The shares of Common Stock registered under the
Registration Statement were registered (i) pursuant to a Purchase Agreement
dated April 23, 1998 (the "Purchase Agreement") by and among the Company, Michel
Teman and the Company's subsidiary, EMC (Benelux) B.V., and (ii) an Agreement
and Plan of Merger dated as of July 1, 1998 by and among the Company, Millennia
III, Inc. and the Company's subsidiary, EMC Merger, Inc. In connection with such
Agreements, the Company agreed with certain of the selling stockholders
identified in the Registration Statement to keep the Registration Statement
effective for a period ending on November 26, 2001.
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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. 2 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
December 11, 2001.
EMC CORPORATION
By: /s/ PAUL T. DACIER
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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 December 11, 2001
--------------------------------------- EXECUTIVE OFFICER)
MICHAEL C. RUETTGERS
/s/ JOSEPH M. TUCCI Chief Executive Officer, December 11, 2001
--------------------------------------- President and Director
JOSEPH M. TUCCI
/s/ WILLIAM J. TEUBER, JR.* Executive Vice President and December 11, 2001
--------------------------------------- Chief Financial Officer
WILLIAM J. TEUBER, JR. (PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)
/s/ MICHAEL J. CRONIN* Director December 11, 2001
---------------------------------------
MICHAEL J. CRONIN
/s/ JOHN R. EGAN* Director December 11, 2001
---------------------------------------
JOHN R. EGAN
[SIGNATURE PAGE TO POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT]
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SIGNATURES TITLE DATE
/s/ W. PAUL FITZGERALD* Director December 11, 2001
---------------------------------------
W. PAUL FITZGERALD
Director
---------------------------------------
ALFRED M. ZEIEN
*By: /s/ PAUL T. DACIER December 11, 2001
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Attorney-in-Fact
[SIGNATURE PAGE TO POST EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT]
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