Filed pursuant to Rule 425

Filed by Legato Systems, Inc.

Pursuant to Rule 425 under the

Securities Act of 1933 and deemed filed

pursuant to Rule 14a-12 under the

Securities Exchange Act of 1934

 

Subject Company:    Legato Systems, Inc.

Commission File No:    000-26130


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David B. Wright

Chairman & CEO

July 8, 2003


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EMC2

 

LEGATO


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LEGATO…into the future

 

n   Customers demanding complete solutions to manage all their information

 

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

 

n   However… the combined opportunity is greater

 

  n   Create the most complete ILM software vendor in the industry

 

  n   More resources to capture market opportunities

 

  n   Accelerate growth and profitability


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EMC, Strengthening Our Position

 

n   Shared vision around Information Lifecycle Management approach, with focus on delivering protection, availability and access solutions

 

n   EMC’s scale…

 

  n   Extensive R&D resources

 

  n   Global distribution and world-class support

 

  n   Financial strength

 

n   Highly complementary fit (products, sales)

 

n   Cultural fit – we know the team well

 

n   EMC’s commitment to Open Software

 

  n   Legato to operate as a division of EMC to maximize software sales


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Information Lifecycle Management: 7 Steps

 

[GRAPHIC]

 

Business Goal:      

Requirement:

Automate the

management

and protection

of information

for business value

     

- Access

- Availability

- Protection


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Partners are Required to Deliver ILM

 

[GRAPHIC]


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LEGATO’s ILM Framework

 

[GRAPHIC]


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EMC & LEGATO: Great Strategic Fit

 

[GRAPHIC]

 


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EMC Product Map          
          EMC2
Enterprise SRM    Storage Resource Management    ControlCenter Family / VisualSAN / VisualSRM

Storage

Infrastructure

Software

   Distributed File System    HighRoad
   Volume Mgmt. and Virtualization    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    EDM
   Media Management     
   Replication Management    Replication Manager / Symmetrix Data Mobility Manager
   HSM and Archive    Avalon
   Content Management     
   Content Distribution    OnCourse


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EMC & Legato: Great Product Fit

 

          EMC2 / LEGATO
Enterprise SRM    Storage Resource Management    ControlCenter Family / VisualSAN / VisualSRM

Storage

Infrastructure

Software

   Distributed File System    HighRoad
   Volume Mgmt. and Virtualization    PowerPath Volume Manager
  

Application Monitoring and

Availability (Clustering)

   Application Availability Manager / Co-Standby Server
   Network Load Balancing    PowerPath
   On-Board Replication    SRDF / TimeFinder / SnapView / MirrorView / SANCopy
   Server-Based Replication    RepliStor

Data

Management

Software

   Backup and Recovery    EDM    NetWorker
   Media Management    AlphaStor
   Replication Management    Replication Manager / Symmetrix Data Mobility Manager
   HSM and Archive    Avalon    DiskXtender / EmailXtender / ArchiveXtender
   Content Management    ApplicationXtender
   Content Distribution    OnCourse


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EMC & LEGATO: Powerful Combination

based on 2002 data

 

   

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


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LEGATO, a division of EMC

 

Structure:

 

n   LEGATO’s sales/distribution will remain independent to maintain our focus on open software, led by David Wright and other members of senior management team.
n   David Wright will be President of LEGATO division and EVP of EMC

 

Sales:

 

n   We will leverage EMC’s Global Account presence and direct sales organization to accelerate revenue growth
n   Over time, our independent selling capability will be leveraged to sell additional Open Software products
n   Our sales org remains as-is, focused on revenue growth


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LEGATO, a division of EMC

 

Product & Development:

 

n   Development brought together under one team, matrixed with Mark Lewis, EVP, Open Software and CTO of EMC

 

n   EMC will continue to support EDM & offer free customer upgrades to NetWorker

 

n   NetWorker will become the primary backup/recovery offering…we will incorporate key EDM features

 

n   LEGATO brand retained


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Announcement Specifics

 

n   On July 8th EMC announced their intent to acquire LEGATO in an all-stock deal valued at approximately $1.3 billion USD.

 

n   Based on LGTO stock price over last 30-60 days, represents a 17-27% premium; based on price as of 7/7/03, represents a 16% premium.

 

n   Stock exchange ratio: 0.9 shares of EMC for every share of LEGATO.

 

n   Deal anticipated to close in Q403.

 

  n   Requires LEGATO shareholders’ approval via proxy vote. The deal also requires customary regulatory approvals.


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EMC2

 

LEGATO


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Information. Leadership. Always.

 

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Keeping the World’s Business-Critical Information Available

 

www.legato.com


Additional Information and Where to Find it

 

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, EMC Corporation, 176 South Street, Hopkinton, MA 01748. Free copies of Legato’s filings may be obtained by directing a request to Legato Investor Relations, LEGATO, SYSTEMS, Inc., 2350 West El Camino Real, Mountain View, CA 94040. In addition, investors and security holders may access copies of the documents filed with the SEC by EMC on EMC’s website at www.emc.com, and investors and security holders may access copies of the documents filed with the SEC by LEGATO on LEGATO’s website at www.legato.com.

 

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.