UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

~~November~~December 1421, 2010 (December 20, 2010)

Date of Report (Date of earliest event reported)

~~Isilon Systems~~ISILON SYSTEMS, ~~Inc~~INC.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Charter)

Delaware	001-33196	91-2101027
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

3101 Western Avenue

Seattle, Washington 98121

(Address of principal executive offices, including zip code)

(206) 315-7500

(Registrant’s telephone number, including area code)

Not ~~applicable~~Applicable

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the ~~registrant~~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 13.01. ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

As previously disclosed, Isilon Systems, Inc., a Delaware Corporation (“Isilon,” “we” or “us”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with EMC Corporation, a Massachusetts corporation (“EMC”) and Electron Merger Corporation, a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of EMC. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Merger Sub agreed to purchase all outstanding shares of the common stock, $0.00001 par value per share, of Isilon (the “Shares”) at a price of $33.85 per Share, net to the seller in cash (the “Offer Price”), without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 19, 2010 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

OnIn ~~November~~connection with the Merger (as defined below), on December 1421, 2010, Isilon ~~Systems~~, ~~Inc.,~~notified athe ~~Delaware~~NASDAQ ~~corporation~~Stock Market (~~the~~ “~~Company~~NASDAQ”), ~~EMC~~of ~~Corporation,~~our aintent ~~Massachusetts~~to ~~corporation~~remove ~~(“Parent”),~~the Shares from listing on NASDAQ and ~~Electron~~requested ~~Merger~~that ~~Corporation,~~NASDAQ file a ~~Delaware~~delisting ~~corporation~~application ~~and~~with ~~wholly~~the ~~owned~~Securities ~~subsidiary~~and ofExchange ~~Parent~~ Commission (the “~~Purchaser~~SEC”), ~~entered~~to ~~into~~delist anand ~~Agreement~~deregister ~~and~~the ~~Plan~~Shares. ofOn December ~~Merger~~21, 2010, (NASDAQ filed with the ~~“Merger~~SEC ~~Agreement”).~~a ~~Pursuant~~Notification toof ~~the~~Removal ~~Merger~~from ~~Agreement,~~Listing and/or ~~upon~~Registration under Section 12(b) of the ~~terms~~Securities ~~and~~Exchange ~~subject~~Act toof ~~the~~1934, ~~conditions~~as ~~thereof~~amended (the “Exchange Act”), ~~Purchaser~~on ~~has~~Form ~~agreed~~25 to ~~commence a~~delist ~~cash~~and ~~tender~~deregister ~~offer~~Isilon’s toShares. ~~acquire~~Isilon ~~all~~will offile with the ~~shares~~SEC ofa ~~the~~certification ~~Company’s~~on ~~common~~Form ~~stock~~15 (under the ~~“Offer”)~~Exchange ~~for~~Act, arequesting ~~purchase~~the ~~price~~deregistration of ~~$33.85~~its ~~per~~Shares ~~share,~~and ~~net~~the tosuspension ~~the~~of ~~holder~~its ~~thereof~~reporting inobligations ~~cash~~under ~~(the~~Sections ~~“Offer~~13 ~~Price”~~and 15(d), ~~without~~of ~~interest.~~the Exchange Act.

~~The~~Item ~~consummation~~3.03. ofMaterial ~~the~~Modification Offer will be conditioned on (i) at least a majority of the shares of the Company’s outstanding common stock on a fully diluted basis, as described in the Merger Agreement, having been validly tendered into (and not withdrawn from) the Offer prior to ~~the~~Rights ~~expiration date~~ of ~~the~~Security ~~Offer, (ii) expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in the United States, and (iii) other customary conditions~~Holders. ~~The Offer is not subject to a financing condition.~~

~~Following~~The ~~the~~information ~~consummation~~contained ofin the Offer, subject to customary conditions (including receipt of the requisite approval of the Company’s stockholders, if required under applicable law), Purchaser will be merged with and into the Company (the “Merger”) and the Company will become a wholly owned subsidiary of ParentItem 3. ~~In the Merger~~01, ~~each outstanding share of the Company’s common stock (other than shares owned by Parent~~above, Purchaser or the Company, or any of their respective wholly-owned subsidiaries, or shares with respect to which appraisal rights are properly exercised under Delaware law) will be converted into the right to receive an amount equal to the Offer Price, without interest. If Purchaser acquires 90% or more of the outstanding shares of the Company’s common stock pursuant to the Offer, then Parent will consummate the Merger pursuant to the short form merger procedures under Delaware law as soon as practicable following the consummation of the Offer without a vote or any further action by the holders of the Company’s common stock. Purchaser may, but is ~~not~~incorporated ~~required to,~~herein provide for one or more “subsequent offering periods” under federal securities law following the consummation of the Offer in order to seek additional shares of the Company’s common stock and facilitate the consummation of the Merger using such short form merger procedures. In addition, the Company has granted Parent a “top-up option” to acquire shares of the Company’s common stock following the consummation of the Offer in order to facilitate the consummation of the Merger using such short form merger procedures. In the event that Purchaser purchases shares of the Company’s common stock in the Offer but does not hold at least 90% of the Company’s outstanding common stock following the consummation of the Offer (and the “subsequent offering period” provided by Purchaser, if any, and the exercise of the aforementioned option to purchase shares of the Company’s common stock), Parent and the Company must obtain the approval of the Company’s stockholders holding a majority of the outstanding shares of common stock to adopt the Merger Agreement prior to consummating the Mergerreference. ~~In this event, the Company~~

1At the effective time of the Merger (defined below), holders of Shares ceased to have any rights as holders of Shares (other than their right to receive the Offer Price upon the terms and subject to the conditions of the Merger Agreement) and, accordingly, no longer have any interest in Isilon’s future earnings or growth.

~~will~~Item ~~call~~5.01. ~~and~~Changes ~~convene a stockholder meeting to obtain this approval, and Purchaser will vote all shares of the Company’s common stock it acquires pursuant to the Offer~~ in ~~favor~~Control of ~~the adoption of the Merger Agreement, thereby assuring approval~~Registrant.

~~Options~~In connection towith ~~purchase~~ the ~~Company’s~~closing ~~common~~of ~~stock~~the ~~that~~Offer, ~~are outstanding~~which ~~and~~expired ~~vested~~at ~~immediately~~12:00 ~~prior~~midnight, toNew ~~the~~York ~~effective~~City time, ofon ~~the~~Friday, ~~Merger~~December 17, ~~including~~2010, ~~options~~Merger ~~that~~Sub ~~vest~~accepted for payment in ~~connection~~accordance with the ~~transactions~~terms ~~contemplated~~of bythe Offer all Shares that were validly tendered and not withdrawn prior to the ~~Merger~~expiration ~~Agreement~~of the Offer (including all Shares delivered through notices of guaranteed delivery), and payment for such Shares will be ~~cancelled~~made ~~and~~promptly, ~~converted~~in ~~automatically~~accordance ~~into~~with the ~~right~~terms toof the Offer. BNY Mellon Shareowner Services, the ~~receive~~depositary for the Offer, inhas ~~exchange~~advised ~~for~~EMC and Merger Sub that, as of the ~~cancellation~~expiration of ~~such~~the ~~options~~Offer, ana ~~amount~~total inof ~~cash~~approximately 63,988,828 ~~without~~Shares ~~interest,~~were ~~equal~~validly tendered to ~~the~~Merger ~~product~~Sub ~~obtained~~and bynot ~~multiplying~~withdrawn (~~x) the~~including ~~aggregate~~Shares ~~number~~delivered through notices of guaranteed ~~shares~~delivery), representing approximately 95.5% of the ~~Company’s~~Shares ~~common~~outstanding. ~~stock~~In ~~that~~addition ~~were~~to ~~issuable~~the ~~upon~~Shares ~~exercise~~ tendered in the Offer, EMC beneficially owns 279,411 Shares, representing approximately 0.4% of ~~such~~all ~~option~~Shares ~~immediately~~outstanding, which EMC has indicated were acquired through ordinary brokerage transactions at prevailing market prices prior to the ~~effective~~commencement ~~time~~ of the Offer. Such previously-owned Shares, together with the Shares validly tendered to Merger Sub and not withdrawn (~~y) the~~not including ~~Offer~~Shares ~~Price,~~delivered ~~less~~through ~~the~~notices ~~per~~of ~~share~~guaranteed ~~exercise~~delivery), ~~price~~represent approximately 95.9% of ~~such~~the ~~option~~Shares outstanding.

~~Options~~On December 21, to2010, ~~purchase~~Merger ~~the~~Sub ~~Company’s~~merged ~~common~~with ~~stock~~and ~~which~~into ~~are~~Isilon ~~outstanding~~in ~~and~~a ~~unvested (~~“~~Assumed~~short ~~Options~~form”) ~~immediately~~merger ~~prior~~under toSection 253 of the ~~effective~~Delaware ~~time~~General ofCorporation Law (the “Merger”), ~~will~~with beIsilon ~~assumed~~surviving bythe ~~Parent~~Merger as a wholly owned insubsidiary of EMC (the “Surviving Corporation”). In connection with the ~~Offer~~Merger, ~~and~~at ~~Merger~~the ~~and~~effective ~~converted~~time ~~into~~of ~~options~~the toMerger ~~purchase~~(the “Effective Time”), (a) each ~~number~~Share ofoutstanding ~~shares~~immediately ofprior ~~common~~to ~~stock~~the ofEffective ~~Parent~~Time (other ~~based~~than on(A) Shares anowned ~~exchange~~by ~~ratio~~EMC, ~~described~~Merger inSub ~~the~~or ~~Merger~~Isilon ~~Agreement.~~or ~~The~~any ~~Assumed~~direct ~~Options~~or ~~will~~indirect ~~otherwise~~wholly-owned ~~have~~subsidiary ~~the~~of ~~same~~EMC, ~~terms~~Merger asSub or Isilon, in ~~effect~~ each case immediately prior to the ~~conversion~~Effective Time, ~~except~~and ~~that~~ (iB) ~~the~~any ~~Assumed~~Shares ~~Options~~held ~~will~~by bestockholders ~~denominated~~who have properly and validly and perfected their statutory rights of appraisal in ~~Parent’s~~respect ~~common~~of ~~stock~~such ~~rather~~Shares ~~than~~under Delaware law) was cancelled and extinguished and automatically converted into the ~~Company’s~~right ~~common~~to ~~stock,~~receive ascash ~~appropriately~~in ~~adjusted~~an amount equal to ~~reflect~~the Offer Price, without interest thereon, upon the ~~Merger~~surrender of the certificate representing such Shares and (iib) ~~the~~each ~~per~~outstanding ~~share~~and unvested option to purchase Shares under any Isilon stock plan was assumed by EMC and now represents an option to ~~exercise~~purchase ~~price~~a number of ~~Parent’s~~shares of common stock ~~issuable~~of ~~upon~~EMC, ~~the~~at ~~exercise~~a ofprice ~~each~~per ~~Assumed~~share, ~~Option~~calculated ~~shall~~in ~~also~~accordance bewith ~~appropriately~~the ~~adjusted~~terms of the Merger Agreement.

~~Restricted~~Holders ~~stock~~of ~~units~~Shares ~~which~~that ~~are~~did ~~outstanding, whether or~~ not ~~vested,~~tender ~~immediately~~their ~~prior~~Shares toin the ~~effective~~Offer ~~time of the Merger will be cancelled~~ and ~~converted~~that ~~automatically~~comply ~~into~~with the ~~right~~applicable tostatutory ~~receive,~~procedures ~~in exchange~~under ~~for~~Section 262 ~~the cancellation~~ of ~~such~~the Delaware ~~restricted~~General ~~stock~~Corporation ~~units,~~Law an(“Appraisal ~~amount in cash~~Provisions”), ~~without~~will ~~interest,~~have ~~equal~~certain rights to ~~the~~demand ~~product~~appraisal ~~obtained by multiplying (x) the aggregate number~~ of ~~shares~~their ofShares. ~~the~~Stockholders ~~Company’s~~will ~~common~~receive ~~stock~~from ~~represented~~Isilon byadditional ~~such~~information ~~restricted stock~~with ~~units~~respect ~~(assuming~~to ~~full~~the ~~vesting~~Appraisal ofProvisions ~~such~~and ~~such~~the procedures ~~restricted~~for ~~stock~~exercising ~~units),~~appraisal ~~and~~rights ~~(y)~~ under the ~~Offer~~Appraisal ~~Price~~Provisions.

~~The~~EMC Merger Agreement contains customary representations, warranties and covenants of the parties. In addition, under the terms of the Merger Agreement, the Company has agreed not to solicit or otherwise facilitate any alternative Acquisition Proposals (as defined in the Merger Agreement), subject to customary exceptions that permit the Company to respond to any unsolicited Acquisition Proposal that constitutes or is ~~reasonably~~funding ~~expected to lead to a Superior Proposal (as defined in~~ the ~~Merger~~acquisition Agreement), provided that the Company’s board of directors has determined in good faith that the failure to do so would reasonably be expected to result in a breach of its fiduciary duties. The Company is also permitted to terminate the Merger Agreement in order to accept an unsolicited Superior Proposal (subject to giving Parent three business days’ notice of its intention to do so and, among other things, making available the Company’s representatives to discuss and negotiate with ~~Parent~~cash inon good faith any amendments Parent desires to make to its proposal), but only if Parent fails to make a counter-proposal that matches such Superior Proposal and the Company pays Parent, concurrently with such termination, a $100 million termination feehand. ~~In addition, this termination fee is payable by the Company to Parent under other specified circumstances.~~

2Pursuant to the Merger Agreement, at the Effective Time, the directors of Merger Sub immediately prior to the Effective Time became the directors of the Surviving Corporation, as described in Item 5.02 below.

The foregoing description of the Merger Agreement and the transactions contemplated therein does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is ~~attached~~filed as Exhibit 2.1 to this ~~Current~~report, ~~Report on Form 8-K~~ and is incorporated ~~herein~~ by reference~~. The~~ ~~Merger Agreement has been attached to provide investors with information regarding its terms~~herein. It is not intended to provide any other factual information about the Company, Parent or Purchaser. In particular, the assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in confidential disclosure schedules provided by the Company in connection with the signing of the Merger Agreement. These disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were used for the purpose of allocating risk between the Company, Parent and Purchaser, rather than establishing matters of fact. Accordingly, the representations and warranties in the Merger Agreement may not constitute the actual state of facts about the Company, Parent or Purchaser.

~~Tender~~Item ~~and~~5.02. ~~Voting~~Departure ~~Agreement~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

InPursuant ~~connection~~to ~~with~~ the ~~parties’ entry into the~~ Merger Agreement, ~~certain~~at ~~stockholders of~~ the ~~Company~~Effective ~~who hold approximately 45% of the outstanding common stock of the Company have entered into a tender and voting agreement (the “Tender and Voting Agreement”) pursuant to which they have agreed to~~Time, ~~among other things, tender their shares of~~ the ~~Company’s~~directors ~~common stock into the Offer and vote their shares~~ of ~~the Company’s common stock in favor of adopting the~~ Merger ~~Agreement,~~Sub ifimmediately ~~applicable.~~prior ~~The parties~~ to the ~~Tender~~Effective ~~and~~Time became ~~Voting Agreement have agreed to comply with certain restrictions on~~ the ~~disposition~~directors of ~~such shares, subject to~~ the ~~terms~~Surviving ~~and conditions~~Corporation ~~contained~~until ~~therein.~~their ~~Pursuant~~respective tosuccessors ~~its~~are ~~terms,~~duly ~~the~~elected ~~Tender~~or appointed and ~~Voting~~qualified ~~Agreement will terminate upon the earlier of (i) the termination of the Merger Agreement~~ in accordance with ~~its terms, (ii)~~ the ~~termination~~Surviving orCorporation’s ~~expiration~~Certificate of ~~the Offer,~~Incorporation ~~without~~and ~~any shares being accepted for payment~~Bylaws, ~~(iii) the~~or ~~effective~~as ~~time~~otherwise ofprovided ~~the~~by applicable ~~Merger, and (iv) the amendment of the terms of the Offer to reduce the Offer Price~~law.

~~The~~Item ~~foregoing~~5.03. ~~description~~Amendments ~~of the Tender and Voting Agreement does not purport~~ to beArticles ~~complete~~of ~~and~~Incorporation isor ~~qualified~~Bylaws; Change in ~~its~~Fiscal ~~entirety by reference to the Tender and Voting Agreement, which is attached as Exhibit 2~~Year.~~2 to this Current Report on Form 8-K and is incorporated herein by reference.~~

~~Item~~Pursuant 8to the Merger Agreement, at the Effective Time, Isilon’s Certificate of Incorporation was amended and restated in its entirety, and such amended and restated certificate of incorporation became the Certificate of Incorporation of the Surviving Corporation.01 ~~Other~~A ~~Events~~copy of the Restated Certificate of Incorporation of Isilon is filed as Exhibit 3.1 hereto and incorporated herein by reference.

~~On November 15~~In addition, ~~2010~~pursuant to the Merger Agreement, at the ~~Company~~Effective Time, the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, except as to certain provisions relating to indemnification of officers and ~~Parent~~directors ~~issued~~and aas ~~joint~~to ~~press~~the ~~release~~name ~~announcing~~of ~~that~~the ~~they~~Surviving ~~had~~Corporation, ~~entered~~which ~~into~~is “Isilon Systems, Inc.,” became the ~~Merger~~bylaws ~~Agreement~~of the Surviving Corporation. A copy of the ~~press~~amended and ~~release~~restated isBylaws ~~attached~~of ~~hereto~~Isilon is filed as Exhibit 993.12 tohereto ~~this~~and ~~report~~incorporated herein by reference.

~~Additional~~Item ~~Information~~9.01. ~~and~~Financial ~~Where~~Statements toand ~~Find It~~ Exhibits.

~~The~~(d) ~~planned tender offer described herein has not yet commenced~~Exhibits. The description contained herein is not an offer to buy or the solicitation of an offer to sell securities. At the time the planned tender offer is commenced, Parent and Purchaser will file a tender offer statement on Schedule TO


Exhibit 2.1		Agreement and Plan of Merger, dated as of November 14, 2010, by and among EMC Corporation, Electron Merger Corporation and Isilon Systems, Inc., incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Isilon on November 15, 2010.

Exhibit 3.1		Restated Certificate of Incorporation of Isilon Systems, Inc., dated December 21, 2010.

Exhibit 3.2		Amended and Restated Bylaws of Isilon Systems, Inc., dated December 21, 2010.

with the Securities and Exchange Commission (the “SEC”), and the Company will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before making any decision to tender securities in the planned tender offer. Those materials will be made available to the Company’s stockholders at no expense to them. In addition, all of those materials (and all other tender offer documents filed with the SEC) will be made available at no charge on the SEC’s website: www.sec.gov.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.		Description
2.1		Agreement and Plan of Merger by and among EMC Corporation, Electron Merger Corporation and Isilon Systems, Inc. dated as of November 14, 2010. Certain schedules referenced in the Agreement and Plan of Merger have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the Securities and Exchange Commission upon request.
2.2		Tender and Voting Agreement by and among EMC Corporation, Electron Merger Corporation and certain stockholders of Isilon Systems, Inc.
99.1		Joint Press Release of EMC Corporation and Isilon Systems, Inc., dated November 15, 2010.

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.

	ISILON SYSTEMS, INC.
Date: November 15, 2010	By:	/S/ KEENAN CONDER
		Keenan Conder
		Vice President, General Counsel and Secretary


ISILON SYSTEMS, INC.

By		/s/ PAUL T. DACIER
Name:		Paul T. Dacier
Title:		Vice President

5Date: December 21, 2010

EXHIBIT INDEX

ExhibitNo.		Description
Exhibit 2.1		Agreement and Plan of Merger, dated as of November 14, 2010, by and among EMC Corporation, Electron Merger Corporation and Isilon Systems, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Isilon on November 15, 2010).
2.1		Agreement and Plan of Merger by and among EMC Corporation, Electron Merger Corporation and Isilon Systems, Inc. dated as of November 14, 2010. Certain schedules referenced in the Agreement and Plan of Merger have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the Securities and Exchange Commission upon request.
Exhibit 3.1		Restated Certificate of Incorporation of Isilon Systems, Inc., dated December 21, 2010.
2.2		Tender and Voting Agreement by and among EMC Corporation, Electron Merger Corporation and certain stockholders of Isilon Systems, Inc.
Exhibit 3.2		Amended and Restated Bylaws of Isilon Systems, Inc., dated December 21, 2010.
99.1		Joint Press Release of EMC Corporation and Isilon Systems, Inc., dated November 15, 2010.

Filing Compare · Isilon Systems, Inc.