WHERE YOU CAN FIND MORE INFORMATION
Denali has filed a registration statement on Form S-4 to register with the SEC the shares of Denali Class V Common Stock to be issued to EMC shareholders as the stock portion of the merger consideration. This proxy statement/prospectus is a part of that registration statement and constitutes a prospectus of Denali in addition to being a proxy statement of EMC for the special meeting. The registration statement, including the attached annexes and exhibits, contains additional relevant information about Denali and the Class V Common Stock. The rules and regulations of the SEC allow Denali and EMC to omit certain information included in the registration statement from this proxy statement/prospectus.
EMC files annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. You may read and copy any of this information at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers, including EMC, who file electronically with the SEC. The address of that website is www.sec.gov. Investors may also consult Denali’s and EMC’s website for more information about Denali or EMC, respectively. Denali’s website is www.dell.com. EMC’s website is www.emc.com. Information included on these websites is not incorporated by reference into this proxy statement/prospectus.
The SEC allows EMC to “incorporate by reference” into this proxy statement/prospectus information that EMC files with the SEC, which means that important information can be disclosed to you by referring you to those documents and those documents will be considered part of this proxy statement/prospectus. The information incorporated by reference is an important part of this proxy statement/prospectus. Certain information that is subsequently filed with the SEC will automatically update and supersede information in this proxy statement/prospectus and in earlier filings with the SEC. This proxy statement/prospectus also contains summaries of certain provisions contained in some of the Denali or EMC documents described in this proxy statement/prospectus, but reference is made to the actual documents for complete information. All of these summaries are qualified in their entirety by reference to the actual documents.
The information and documents listed below, which EMC has filed with the SEC, are incorporated by reference into this prospectus:
EMC SEC Filings (File No. 001-09853)
| • | EMC’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 25, 2016, as amended by EMC’s Annual Report on Form 10-K/A, filed on March 11, 2016; |
| • | EMC’s Proxy Statement for the 2016 annual meeting of shareholders, filed with the SEC on April 1, 2016; |
| • | EMC’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed with the SEC on May 5, 2016; and |
| • | EMC’s Current Reports on Form 8-K filed with the SEC on January 27, 2016 (other than the portion of such report not deemed to be filed), February 23, 2016 and May 16, 2016. |
In addition, all documents filed by EMC with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this proxy statement/prospectus and before the date of the special meeting shall be deemed to be incorporated by reference into this proxy statement/prospectus and made a part of this proxy statement/prospectus from the respective dates of filing, except that EMC is not incorporating any information furnished under Item 2.02 or 7.01 of any Current Report on Form 8-K unless specifically stated otherwise.
Denali has supplied all information contained in or incorporated by reference into this proxy statement/prospectus relating to Denali, as well as all pro forma financial information, and EMC has supplied all such information relating to EMC.
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Denali does not file any annual, quarterly and current reports, proxy statements and other information with the SEC. Following the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, Denali will file annual, quarterly and current reports and other information with the SEC. You may read and copy any future filings made by Denali at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. SEC filings of Denali will also be available to the public at the SEC website at www.sec.gov.
Documents incorporated by reference are available from Denali or EMC, as the case may be, without charge, excluding any exhibits to those documents, unless the exhibit is specifically incorporated by reference into this proxy statement/prospectus. Shareholders may obtain these documents incorporated by reference by requesting them in writing, via email or by telephone from the appropriate party at the following addresses and telephone numbers:
| Denali Holding Inc. One Dell Way Round Rock, Texas 78682 Attention: Investor Relations Email: investor_relations@dell.com Telephone: (512) 728-7800 |
EMC Corporation 176 South Street Hopkinton, Massachusetts 01748 Attention: Investor Relations Email: emc_ir@emc.com Telephone: (508) 435-1000 |
If you would like to request documents, please do so by no later than five business days before the date of the special meeting (which is Tuesday, July 12, 2016).
You should not rely on information that purports to be made by or on behalf of Denali or EMC other than the information contained in or incorporated by reference into this proxy statement/prospectus. Neither Denali nor EMC has authorized anyone to provide you with information on behalf of Denali or EMC, respectively, that is different from what is contained in this proxy statement/prospectus.
If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this proxy statement/prospectus or solicitations of proxies are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this proxy statement/prospectus does not extend to you.
This proxy statement/prospectus is dated June 6, 2016. You should not assume that the information in it is accurate as of any date other than that date, and neither its mailing to shareholders nor the issuance of Denali common stock in the merger will create any implication to the contrary.
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