UNITED STATES
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): September 7, 2016
EMC CORPORATION
(Exact name of registrant as specified in its charter)
| Massachusetts | 1-9853 | 04-2680009 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| One Dell Way, RR1-22 Round Rock, Texas |
78682 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (508) 435-1000
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01 | Regulation FD Disclosure |
On September 7, 2016, Dell Technologies Inc., a Delaware corporation (“Parent”), issued a press release announcing the consummation of the merger transaction described in Item 8.01 of this report. A copy of that press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.
| Item 8.01 | Other Events |
On September 7, 2016, EMC Corporation, a Massachusetts corporation (the “Company”), became a wholly-owned subsidiary of Parent as a result of the merger of Universal Acquisition Co., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the “Merger”). The Merger was effected pursuant to the Agreement and Plan of Merger, dated as of October 12, 2015, by and among Parent, Dell Inc., a Delaware corporation (“Dell”), Merger Sub and the Company, as amended by the First Amendment to Agreement and Plan of Merger, dated as of May 16, 2016, by and among Parent, Dell, Merger Sub and the Company.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release of Dell Technologies Inc., dated September 7, 2016 | |
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.
Date: September 7, 2016
| EMC CORPORATION | ||
| By: | /s/ Janet B. Wright | |
| Janet B. Wright Senior Vice President and Assistant Secretary | ||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release of Dell Technologies Inc., dated September 7, 2016 | |