As filed with the Securities and Exchange Commission on November 2, 2001
REGISTRATION NO. 333-50112
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1 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. 1 (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 November 16, 2000 (Registration No. 333-50112), as
supplemented by the Prospectus Supplement filed with the Commission on January
29, 2001 (together, the "Registration Statement"), is to deregister all shares
of common stock, par value $0.01 per share (the "Common Stock"), of the Company
issued on October 31, 2000 and not sold pursuant to the Registration Statement
prior to the date this Amendment is filed with the Commission. The Registration
Statement was filed pursuant to a Registration Rights Agreement dated as of
October 31, 2000 (the "Registration Rights Agreement") by and between the
Company and Timothy H. Williams, as representative of the former securityholders
of CrosStor Software, Inc., a New Jersey corporation ("CrosStor"). Pursuant to
the Registration Rights Agreement, the Company agreed to use reasonable best
efforts to keep the Registration Statement effective for a period of one year
from the time of filing with the Secretary of State of the State of New Jersey
of a certificate of merger with respect to the merger of CrosStor with and into
a wholly-owned subsidiary of the Company, which filing occurred on October 31,
2000.
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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
November 1, 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
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/s/ Michael C. Ruettgers* Executive Chairman (PRINCIPAL November 1, 2001
------------------------------ EXECUTIVE OFFICER)
MICHAEL C. RUETTGERS
/s/ Joseph M. Tucci Chief Executive Officer, November 1, 2001
------------------------------ President and Director
JOSEPH M. TUCCI
/s/ William J. Teuber, Jr.* Senior Vice President and November 1, 2001
------------------------------ Chief Financial Officer
WILLIAM J. TEUBER, JR. (PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)
/s/ Michael J. Cronin* Director November 1, 2001
------------------------------
MICHAEL J. CRONIN
/s/ John R. Egan* Director November 1, 2001
------------------------------
JOHN R. EGAN
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[SIGNATURE PAGE TO POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT]
SIGNATURES TITLE DATE
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/s/ W. Paul Fitzgerald* Director November 1, 2001
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W. PAUL FITZGERALD
/s/ Alfred M. Zeien* Director November 1, 2001
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ALFRED M. ZEIEN
*By: /s/ Paul T. Dacier November 1, 2001
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Attorney-in-Fact
[SIGNATURE PAGE TO POST EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT]
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