SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 13, 2003
EMC CORPORATION
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(Exact name of registrant as specified in its charter)
Massachusetts 1-9853 No. 04-2680009
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
176 South Street, Hopkinton, MA 01748
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (508) 435-1000
N/A
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(Former Name or Former Address, if changed since last report)
Item 5. Other Events
On October 13, 2003, EMC Corporation, a Massachusetts corporation
("EMC"), and Elite Merger Corporation, a Delaware corporation and a wholly
owned subsidiary of EMC (the "Merger Subsidiary"), entered into an Agreement
and Plan of Merger (the "Merger Agreement") with Documentum, Inc., a Delaware
corporation ("Documentum"), providing for the acquisition of Documentum by EMC
pursuant to a merger of the Merger Subsidiary with and into Documentum (the
"Merger") with Documentum surviving the Merger as a wholly owned subsidiary of
EMC. In the Merger, and subject to the terms and conditions of the Merger
Agreement, each issued and outstanding share of Documentum common stock will
be converted automatically into the right to receive 2.175 shares of EMC
common stock. The completion of the Merger is subject to the approval of the
stockholders of Documentum, receipt of necessary approvals under United States
and applicable foreign antitrust laws, effectiveness of the registration
statement to be filed with the Securities and Exchange Commission and other
customary closing conditions. A copy of the Merger Agreement is attached as
Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
On October 14, 2003, EMC and Documentum issued a joint press release
announcing the execution of the Merger Agreement. A copy of the joint press
release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
2.1 Agreement and Plan of Merger dated as of October 13, 2003
by and among EMC Corporation, Elite Merger Corporation and
Documentum, Inc.
99.1 Press Release of EMC Corporation and Documentum, Inc. dated
October 14, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EMC CORPORATION
By: /s/ William J. Teuber, Jr.
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William J. Teuber, Jr.
Executive Vice President and
Chief Financial Officer
Date: October 14, 2003
EXHIBIT INDEX
Exhibit No. Description
2.1 Agreement and Plan of Merger dated as of October 13, 2003 by
and among EMC Corporation, Elite Merger Corporation and
Documentum, Inc.
99.1 Press Release of EMC Corporation and Documentum, Inc. dated
October 14, 2003.