FORM 425

Filed by EMC Corporation

Pursuant to Rule 425 under the Securities Act of 1933

Subject Company: Legato Systems, Inc.

Commission File No. 000-26130

 

This filing relates to the proposed merger pursuant to the terms of that certain Agreement and Plan of Merger, dated as of July 7, 2003 (the “Merger Agreement”), by and among EMC Corporation (“EMC”), Eclipse Merger Corporation, a wholly owned subsidiary of EMC, and Legato Systems, Inc. (“Legato”). The Merger Agreement is on file with the Securities and Exchange Commission as an exhibit to the current Report on Form 8-K filed by EMC on July 8, 2003, and is incorporated by reference into this filing.

 

The following is a slide set to be used in presentations given by EMC’s and Legato’s management to the investment community.


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Welcome

 

Tony Takazawa

Director, EMC Global Investor Relations

 

© 2003 EMC Corporation. All rights reserved. 1


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Agenda

 

·   Joe Tucci, EMC President and CEO
    EMC Strategic Rationale
·   David B. Wright, Legato Chairman, President and CEO
    Legato Strategic Rationale
·   Bill Teuber, EMC Executive Vice President and CFO
    Transaction Summary
·   Q&A

 

© 2003 EMC Corporation. All rights reserved. 2


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Forward-Looking Statements

 

This presentation contains “forward-looking statements” as defined under the Federal Securities Laws. Actual results could differ materially from those projected in the forward-looking statements as a result of certain risk factors, including but not limited to: (i) risks associated with strategic investments and acquisitions, including the challenges and costs of closing, integration, restructuring and achieving anticipated synergies associated with the acquisition (ii) adverse changes in general economic or market conditions; (iii) delays or reductions in information technology spending; (iv) the transition to new products, the uncertainty of customer acceptance of new product offerings, and rapid technological and market change; (v) insufficient, excess or obsolete inventory; (vi) competitive factors, including but not limited to pricing pressures; (vii) component quality and availability; (viii) the relative and varying rates of product price and component cost declines and the volume and mixture of product and services revenues; (ix) war or acts of terrorism; (x) the ability to attract and retain highly qualified employees; (xi) fluctuating currency exchange rates; and (xii) other one-time events and other important factors disclosed previously and from time to time in EMC’s filings with the U.S. Securities and Exchange Commission.

 

© 2003 EMC Corporation. All rights reserved. 3


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For More Information:

 

In connection with the proposed transaction, EMC and Legato intend to file a proxy statement/prospectus with the U.S. Securities and Exchange Commission (the “SEC”). Investors and security holders of EMC and Legato are advised to read the proxy statement/prospectus when it becomes available, because it will contain important information about EMC, Legato and the proposed transaction. Investors and security holders may obtain a free copy of the proxy statement/prospectus, when available, and other documents filed by EMC and Legato with the SEC at the SEC’s website at www.sec.gov. Free copies of the proxy statement/prospectus, when available, and each company’s other filings with the SEC also may be obtained from the respective companies. Free copies of EMC’s filings may be obtained by directing a request to EMC. You can request this information via the web at www.EMC.com/IR/request or by sending a written request to EMC Investor Relations, 176 South Street, Hopkinton, MA 01748. Free copies of Legato’s filings may be obtained by directing a request to Legato Investor Relations, 2350 West El Camino Real, Mountain View, CA 94040 or via the web at http://portal1.legato.com/corporate_info/investors/.

 

LEGATO, its directors and executive officers may be deemed to be participants in the solicitation of proxies from LEGATO stockholders in favor of the proposed transaction. A description of the interests of the directors and executive officers of LEGATO is set forth in LEGATO’s proxy statement for its 2003 annual meeting, which was filed with the SEC on April 30, 2003. Investors and security holders may obtain additional information regarding the interests of such potential participants by reading the definitive proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.

 

© 2003 EMC Corporation. All rights reserved. 4


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EMC and Legato

 

Joe Tucci

EMC President & CEO

 

© 2003 EMC Corporation. All rights reserved. 5


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1. EMC Preliminary 2Q03 Results

 

·   Evidence that our focus on automated networked storage is paying off

 

·   Revenues: Previous range $1.425B—$1.475B
    Will be around the high end of range

 

·   EPS: Previously announced target of $0.03
    Will meet or exceed by one cent

 

·   No additional comments at this time

 

·   Join us on July 16th for full details of 2Q03 results

 

© 2003 EMC Corporation. All rights reserved. 6


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2. Agreement with BMC Software

 

Highlights:

 

EMC

  ·   EMC to acquire BMC PATROL Storage Manager assets

 

  ·   BMC to sell EMC ControlCenter

 

  ·   Furthers commitment to “openness”
    EMC’s first pure software channel
    Access to BMC’s great customer base

 

BMC

  ·   Allows BMC to totally focus on their “Business Service Management”

 

  ·   Customers in great hands with EMC’s customer service and support

 

  ·   Offers a more integrated Systems/Storage Management Solution

 

© 2003 EMC Corporation. All rights reserved. 7


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3. EMC’s Acquisition of Legato

 

[GRAPHIC]

 

[GRAPHIC]

 

© 2003 EMC Corporation. All rights reserved. 8


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Strategic Acquisition Criteria

 

Leading Technology

 

Customer Base

 

Distribution & Support

 

© 2003 EMC Corporation. All rights reserved. 9


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EMC & Legato: Great Strategic Fit

 

~450 Software engineers

 

Leading Technology

 

Customer Base

~31,000 customers

 

Distribution & Support

~500 Customer Facing Personnel

~400 Channel Partners

 

Additional Software “DNA”

 

© 2003 EMC Corporation. All rights reserved. 10


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EMC & Legato: Great Product Fit

 

Enterprise SRM

   

Storage

   

Infrastructure

   

Software

   

Data

   

Management

   

Software

   

 

© 2003 EMC Corporation. All rights reserved. 11


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EMC & Legato: Great Product Fit

 

Enterprise SRM

   Storage Resource Management

Storage Infrastructure Software

  

Distributed File System

 

Volume Mgmt. and Virtualization

 

Application Monitoring and Availability (Clustering)

 

Network Load Balancing

 

On-Board Replication

 

Server-Based Replication

Data Management Software

  

Backup and Recovery

 

Media Management

 

Replication Management

 

HSM and Archive

 

Content Management

 

Content Distribution

 

© 2003 EMC Corporation. All rights reserved. 12


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EMC & Legato: Great Product Fit

 

          [GRAPHIC]

Enterprise SRM

   Storage Resource Management    ControlCenter Family / VisualSAN / VisualSRM

Storage Infrastructure Software

  

Distributed File System

Volume Mgmt. and Virtualization

  

HighRoad

PowerPath Volume Manager

     Application Monitoring and Availability (Clustering)     
     Network Load Balancing    PowerPath
    

On-Board Replication

   SRDF / TimeFinder / SnapView / MirrorView / SANCopy
     Server-Based Replication     

Data Management Software

  

Backup and Recovery

Media Management

Replication Management

 

HSM and Archive

Content Management

  

EDM

 

Replication Manager / Symmetrix Data Mobility Manager

Avalon

     Content Distribution    OnCourse

 

© 2003 EMC Corporation. All rights reserved. 13


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EMC & Legato: Great Product Fit

 

          [GRAPHIC]

Enterprise SRM

   Storage Resource Management    ControlCenter Family / VisualSAN / VisualSRM

Storage Infrastructure Software

  

Distributed File System

Volume Mgmt. and Virtualization Application Monitoring and Availability (Clustering)

Network Load Balancing

On-Board Replication

  

HighRoad

PowerPath Volume Manager

Application Availability Manager / Co-Standby Server

PowerPath

SRDF / TimeFinder / SnapView / MirrorView / SANCopy

     Server-Based Replication    RepliStor

Data Management Software

  

Backup and Recovery

Media Management

Replication Management

 

HSM and Archive

  

EDM        NetWorker

AlphaStor

Replication Manager / Symmetrix Data Mobility Manager

Avalon    DiskXtender / EmailXtender / ArchiveXtender

     Content Management    ApplicationXtender
     Content Distribution    OnCourse

 

© 2003 EMC Corporation. All rights reserved. 14


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EMC & Legato: Integration aspects

 

Leadership

 

·   Legato will be a division of EMC

 

·   David Wright joins EMC as President of Legato division and EVP of EMC

 

·   Development brought together under one team matrixed with Mark Lewis

 

© 2003 EMC Corporation. All rights reserved. 15


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EMC & Legato: Integration aspects

 

Product

 

·   EMC will continue to support EDM

 

·   NetWorker will become our primary backup/recovery offering… we will incorporate key EDM features

 

© 2003 EMC Corporation. All rights reserved. 16


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EMC & Legato: Integration aspects

 

Go to market

 

·   Legato’s sales/distribution, led by David Wright, to remain independent to maintain the focus on this open software
    Will continue to leverage Legato’s strong channel partners and brand

 

·   We will leverage our enterprise account presence and direct sales organization to accelerate revenue growth

 

·   Over time, the independent selling capability will be leveraged to sell additional Open Software products

 

© 2003 EMC Corporation. All rights reserved. 17


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The Legato Perspective

David B. Wright

Legato Chairman, President & CEO

 

© 2003 EMC Corporation. All rights reserved. 18


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Why Now for Legato? Why EMC?

 

Why Now for Legato?

 

·   Customers demanding complete solutions to manage all their information
    Lower TCO
    Managing complexity/compliance needs

 

·   Legato well-positioned in core markets and in high-growth opportunities in content and messaging management

 

·   However… the combined opportunity is greater
    Create the most complete ILM software vendor in the industry
    More resources to capture market opportunities
    Accelerate growth and profitability

 

© 2003 EMC Corporation. All rights reserved. 19


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Why Now for Legato? Why EMC?

 

Why EMC?

 

·   Common approach to Information Lifecycle Management, with focus on delivering protection, availability and access solutions around key customer pain points

 

·   EMC’s scale…
    Extensive R&D resources
    Global distribution and world-class support
    Financial strength

 

·   Highly complementary fit (products, sales)

 

·   Cultural fit—we know the team well

 

·   EMC’s commitment to Open Software
    Legato to operate as a division of EMC to maximize software sales

 

© 2003 EMC Corporation. All rights reserved. 20


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Transaction Summary

Bill Teuber

Executive Vice President & CFO

 

© 2003 EMC Corporation. All rights reserved. 21


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EMC and Legato: Transaction Summary

 

Deal Structure:

   All stock transaction

Exchange Ratio:

   0.9 EMC shares per LGTO share

Expected Closing :

   Early Q4 2003

Ownership:

   EMC Shareholders: >95%

Current Value :

   Approximately $1.3 Billion

 

© 2003 EMC Corporation. All rights reserved. 22


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EMC and Legato: Transaction Summary

 

·   Value of transaction will be finalized using the average of the closing price several days pre and post -announcement

 

·   Allocation of purchase price is subject to appraisal

 

·   Based on yesterday’s closing stock price, the transaction would result in approximately:
    $125-$175M of intangible assets
    $30-$60M (primarily) in-process R&D
    $1.0-$1.1B of goodwill

 

© 2003 EMC Corporation. All rights reserved. 23


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Financial Details – Last 4 Quarters (Q2’02-Q1’03)

 

     EMC    Legato    Combined
     $5.5B    $280M    $5.8B

Revenues

   Systems—$ 2.996B Software—$1.249B Services—$1.275B   

Systems – N/A

Software—$138M

Services—$142M

  

Systems—$2.996B

Software $ 1.387B

Services—$1.417B

SW license

revenue as

% of total

   23%    49%    24%

Assets

   $9.6B    $472M    $ 10.1B

Employees

   17,200    1,500    18,700

 

Totals may not foot and may not agree to other schedules due to rounding

 

© 2003 EMC Corporation. All rights reserved. 24


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Financial Highlights

 

·   Consolidated in financial statements during Q4’03
    Revenue reported in Multi-platform Software and Services lines
    In-process R&D expensed in Q4’03

 

·   Continue to expect to be profitable in every quarter of 2003

 

·   Slightly accretive to 2004 earnings
    Predominantly revenue synergies
    Some cost efficiencies
    Some improvement in consolidated gross margins

 

© 2003 EMC Corporation. All rights reserved. 25


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Q&A

 

© 2003 EMC Corporation. All rights reserved. 26


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EMC & Legato: Great Strategic Fit

 

~450 Software engineers

 

Leading Technology

 

Customer Base

 

~31,000 customers

 

Distribution & Support

 

~500 Customer Facing Personnel ~400 Channel Partners

 

Additional Software “DNA”

 

© 2003 EMC Corporation. All rights reserved. 27