DOCX Document Sciences Corp (MM)

SPECIAL MEETING OF STOCKHOLDERS

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Document Sciences Corporation Stockholder:

Our board of directors, based on the unanimous recommendation of a special committee consisting of four independent directors, has approved a merger agreement and a merger pursuant to which Document Sciences will become a wholly-owned subsidiary of EMC Corporation.

If the merger is completed, holders of our common stock will be entitled to receive $14.75 in cash, without interest and less applicable withholding taxes, for each share of our common stock that they own at the effective time of the merger. Receipt of the merger consideration will be a taxable transaction to our stockholders for U.S. federal income tax purposes.

Our stockholders will be asked at a special meeting to approve and adopt the agreement and plan of merger. On the special committee’s recommendation, our board of directors has approved resolutions (i) approving the merger agreement and the merger, (ii) determining that the merger agreement and the terms and conditions of the merger are advisable, fair to and in the best interests of Document Sciences and our stockholders, and (iii) directing that the merger and merger agreement be submitted for approval and adoption at a special meeting of our stockholders. In reaching this determination, our board of directors considered a variety of factors that are discussed in the attached proxy statement. Our board of directors recommends that all of our stockholders vote FOR the approval and adoption of the merger agreement.

Our board of directors also recommends that our stockholders vote FOR approval of adjournments of the special meeting, if determined necessary by Document Sciences, to facilitate the approval and adoption of the merger proposal, including to permit the solicitation of additional proxies if there are not sufficient votes at the time of the special meeting to approve and adopt the merger proposal.

The affirmative vote of a majority of the issued and outstanding shares of our common stock is required to approve and adopt the merger agreement. Each holder of our common stock is entitled to one vote per share. Proxies returned to us that are properly signed and dated but not marked to indicate your voting preference, will be counted as votes FOR approval and adoption of the merger agreement.

The date, time and place of the special meeting to consider and vote upon the proposal to approve and adopt the merger agreement is as follows:

March 3, 2008

10:00 a.m., local time

Gibson, Dunn & Crutcher LLP

3161 Michelson Drive, 11th Floor

Irvine, California 92612

The proxy statement attached to this letter provides you with information about the special meeting of our stockholders and the proposed merger. We encourage you to read the entire proxy statement carefully.

Your vote is very important. Whether or not you plan to attend the special meeting, if you are a holder of our common stock please take the time to vote by completing, signing, dating and mailing the enclosed proxy card to us. If you attend the special meeting, you may vote in person even if you previously returned your proxy.

John L. McGannon

President, Chief Executive Officer and Director

The proxy statement is dated February 5, 2008, and is first being mailed to our stockholders on or about February 6, 2008.

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DOCUMENT SCIENCES CORPORATION

5958 Priestly Drive

Carlsbad, California 92008

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on March 3, 2008

Dear Document Sciences Corporation Stockholder:

Notice is hereby given that on March 3, 2008, at 10:00 a.m., local time, Document Sciences Corporation (“Document Sciences”) will hold a special meeting of its stockholders (the “special meeting”) at Gibson, Dunn & Crutcher LLP, 3161 Michelson Drive, 11th Floor, Irvine, California 92612, for the following purposes:

The merger proposal is described more fully in the proxy statement of which this notice forms a part. Please give your careful attention to all of the information in the proxy statement.

Only holders of record of Document Sciences common stock at the close of business on January 29, 2008, the record date, or their proxies can vote at the special meeting or any adjournment or postponement of the special meeting. Approval and adoption of the merger agreement requires the affirmative vote of the holders of a majority of the shares of Document Sciences common stock issued and outstanding on the record date. The list of stockholders entitled to vote at the special meeting is available, upon request, at the Document Sciences headquarters, at 5958 Priestly Drive, Carlsbad, California 92008, for examination by any Document Sciences stockholder.

Your vote is important. Whether or not you expect to attend the special meeting in person, you are urged to complete, sign, date and return the enclosed proxy card or voting instruction card at your earliest convenience. Instructions for voting your shares are included on the enclosed proxy card or voting instruction card. If you are a record holder and you send in your proxy and then decide to attend the Document Sciences special meeting to vote your shares, you may still do so. You may revoke your proxy in the manner described in the proxy statement at any time before it has been voted at the special meeting. If you have any questions about the proposals or about your shares, please contact D. F. King & Co., Inc. by telephone at (800) 628-8532 (toll-free) or via email at info@dfking.com.

By Order of the Board of Directors,

/s/ John L. McGannon

John L. McGannon

President, Chief Executive Officer and Director

Carlsbad, California

February 5, 2008

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on our current expectations, assumptions, estimates and projections about our company and our industry. These forward-looking statements include, among other things, statements concerning whether and when the proposed merger with EMC will close, whether conditions to the proposed merger will be satisfied, the effect of the proposed merger on our business and operating results, and other statements qualified by words such as “expect,” “anticipate,” “intend,” “believe,” “estimate,” “should,” and similar words indicating future events. These forward-looking statements are based on our current expectations and are subject to numerous risks and uncertainties that could cause actual results to differ materially from those described in these forward-looking statements, including, among others:

The statements made in this proxy statement represent our views as of the date of this proxy statement, and it should not be assumed that the statements made herein remain accurate as of any future date. Except to the extent required by applicable law or regulation, we undertake no duty to any person to update the statements made in this proxy statement under any circumstances.

For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please see the reports that Document Sciences has filed with the Securities and Exchange Commission under “Where You Can Find More Information.”

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QUESTIONS AND ANSWERS ABOUT THE MERGER

The following questions and answers are provided for your convenience, and briefly address some commonly asked questions about the Document Sciences special meeting of stockholders and the proposed merger. These questions and answers may not address all questions that may be important to you as a stockholder. You should still carefully read this entire proxy statement, including each of the annexes.

Throughout this proxy statement, “Document Sciences,” “we” and “our” refer to Document Sciences Corporation, and “EMC” refers to EMC Corporation. Also, we refer to the merger between Document Sciences and Esteem Merger Corporation as the “merger”; and the agreement and plan of merger, dated as of December 26, 2007, by and among EMC, Esteem Merger Corporation and Document Sciences as the “merger agreement.”

Q: Why am I receiving the proxy materials?

A: We sent you this proxy statement and the enclosed proxy card because the board of directors of Document Sciences is soliciting your proxy to vote at a special meeting of Document Sciences stockholders in connection with a proposal to approve and adopt a merger agreement whereby Document Sciences would become a wholly-owned subsidiary of EMC. You may submit a proxy if you complete, date, sign and return the enclosed proxy card. You are also invited to attend the special meeting in person, although you do not need to attend the special meeting to have your shares voted at the special meeting.

Q: What will I receive in the merger?

A: If the merger is completed, you will be entitled to receive $14.75 in cash, without interest and less any applicable withholding taxes, for each share of our common stock that you own at the effective time of the merger. For example, if you own 100 shares of our common stock, you will receive $1,475.00 in cash, less any applicable withholding taxes, in exchange for those shares.

Q: What will happen in the merger with any options that I hold to acquire Document Sciences common stock under the company’s stock incentive plans?

A: Optionees will be entitled to receive cash for each share of our common stock subject to their options (whether or not vested), as of the effective time of the merger, in an amount equal to the difference between (i) the cash price of $14.75 to be paid with respect to our common stock in the merger and (ii) the exercise price per share of their options, less applicable withholding taxes.

Q: How does our board of directors recommend I vote?

A: On the unanimous recommendation of a special committee consisting of four independent directors, our board of directors has adopted resolutions approving the merger agreement and the merger, determining that the merger agreement and the terms and conditions of the merger are advisable, fair to and in the best interests of Document Sciences and our stockholders and directing that the merger agreement be submitted for approval and adoption at a special meeting of our stockholders. Our board of directors recommends that all of our stockholders vote FOR the approval and adoption of the merger agreement. The reasons for our board of directors’ determination are discussed below in this proxy statement. Our board of directors also recommends that you vote FOR approval of adjournments of the special meeting, if determined necessary by Document Sciences, to facilitate the approval and adoption of the merger proposal, including to permit the solicitation of additional proxies if there are not sufficient votes at the time of the special meeting to approve and adopt the merger proposal.

Q: Who will own Document Sciences after the merger?

A: After the merger, Document Sciences will be a wholly-owned subsidiary of EMC. As a result of the receipt of cash in exchange for Document Sciences common stock, you will no longer benefit from any increase in Document Sciences’ value, nor will you acquire an ownership interest in EMC.

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Q: What do I need to do now?

A: We urge you to read this proxy statement carefully, including its annexes, and to consider how the merger affects you. Then mail your completed, dated and signed proxy card in the enclosed return envelope as soon as possible so that your shares can be voted at the special meeting of our stockholders.

Q: What happens if I do not return a proxy card?

A: If you fail to return your proxy card, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting. In addition, the failure to return your proxy card will have the same effect as voting against the merger.

Q: What vote is needed to approve and adopt the merger agreement?

A: The affirmative vote of a majority of the issued and outstanding shares of our common stock is required to approve and adopt the merger agreement. Each holder of our common stock is entitled to one vote per share. Proxies returned to us that are properly signed and dated but not marked to indicate your voting preference will be counted as votes FOR approval and adoption of the merger agreement.

Q: May I vote in person?

A: Yes. If your shares are not held in “street name” through a broker, bank or other nominee, you may attend the special meeting of our stockholders and vote your shares in person, rather than signing and returning your proxy card. If your shares are held in “street name,” you must get a proxy from your broker, bank or other nominee in order to attend the special meeting and vote.

Q: Do I need to attend the special meeting in person?

A: No. You do not have to attend the special meeting in order to vote your shares of our common stock. Your shares can be voted at the special meeting without attending by mailing your completed, dated and signed proxy card in the enclosed return envelope.

Q: May I change my vote after I have mailed my signed proxy card?

A: Yes. You may change your vote at any time before your proxy card is voted at the special meeting. You can do this in one of three ways. First, you can send a written, dated notice to our Secretary stating that you would like to revoke your proxy. Second, you can complete, date, and submit a new proxy card. Third, you can attend the meeting and vote in person. Your attendance alone will not revoke your proxy. If you have instructed a broker to vote your shares, you must follow directions received from your broker to change your instructions.

Q: If my broker holds my shares in “street name,” will my broker vote my shares for me?

A: Your broker will not be able to vote your shares without instructions from you. You should instruct your broker to vote your shares by following the procedures provided by your broker. Without instructions, your shares will not be voted, which will have the same effect as a vote against the merger.

Q: Should I send in my Document Sciences stock certificates now?

A: No. After the merger is completed, you will receive written instructions for exchanging your shares of our common stock for the merger consideration of $14.75 in cash, less applicable withholding taxes, for each share of our common stock that you own at the effective time of the merger, subject to the terms of the merger agreement.

Q: When do you expect the merger to be completed?

A: We are working toward completing the merger as quickly as possible. We currently expect the merger to be completed in the first quarter of 2008. However, we cannot assure you when or if the merger will occur. In addition to stockholder approval, the other closing conditions contained in the merger agreement must be satisfied or waived. Either EMC or we may terminate the merger agreement if the merger has failed to occur by June 23, 2008 and the terminating party has not caused that failure by its breach of the merger agreement.

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Q: What if the proposed merger is not completed?

A: If the merger is not completed, we will continue our current operations and our status as a publicly held company.

Q: Am I entitled to appraisal/dissenters’ rights?

A: Under Delaware law, Document Sciences stockholders of record who do not vote in favor of the merger and who properly deliver a written demand for appraisal to Document Sciences will be entitled to exercise appraisal rights in connection with the merger and obtain payment in cash for the judicially-determined fair value of their shares of Document Sciences common stock if the merger is completed. The provisions of the Delaware General Corporation Law (“DGCL”) relating to appraisal rights is attached as Annex C to this proxy statement. Failure to take all of the steps required under Delaware law may result in the loss of any appraisal rights under Delaware law. Additionally, while there is some ambiguity under existing case law, pursuant to Section 2115 of the California Corporations Code (“CCC”), stockholders who do not vote in favor of the merger may be entitled to certain dissenters’ rights under Chapter 13 of the CCC. If you want to exercise your dissenters’ rights under California law, you will have to comply with Chapter 13 of the CCC, a copy of which is attached to this proxy statement as Annex D. Failure to take all of the steps required under California law may result in the loss of any dissenters’ rights under California law.

Q: Will the merger be a taxable transaction for me?

A: If you are a U.S. taxpayer, your receipt of cash in the merger will be treated as a taxable sale of your Document Sciences common stock for U.S. federal income tax purposes. In general, you will recognize gain or loss equal to the difference between (i) the amount of cash you receive in the merger in exchange for your shares of our common stock and (ii) the adjusted tax basis of your shares of our common stock. You should consult your tax advisor on how specific tax consequences of the merger apply to you.

Q: What other matters will be voted on at the special meeting?

A: Our stockholders are also being asked to vote at the special meeting in favor of adjourning the meeting, if adjournments are determined necessary by Document Sciences, to facilitate the approval and adoption of the merger proposal, including to permit the solicitation of additional proxies from our stockholders if there are not sufficient votes at the time of the special meeting to approve and adopt the merger proposal. This proposal requires the approval of a majority of the votes represented in person or by proxy at the special meeting to be approved. Pursuant to Delaware law and our bylaws, only matters set forth in the notice of meeting may be considered at the special meeting of stockholders.

Q: Who can help answer my questions?

A: If you would like additional copies, without charge, of this proxy statement or if you have questions about the merger, including the procedures for voting your shares, you should contact our proxy solicitor:

D. F. King & Co., Inc.

48 Wall Street

22nd Floor

New York, New York 10005

(800) 628-8532 (toll-free)

Or you can contact us:

Document Sciences Corporation

5958 Priestly Drive

Carlsbad, California 92008

(760) 602-1425

info@docscience.com

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THE SPECIAL MEETING

We are furnishing this proxy statement to our stockholders as part of the solicitation of proxies by our board of directors for use at the special meeting, and at any adjournments or postponements of the special meeting.

Date, Time and Place

We will hold the special meeting at Gibson, Dunn & Crutcher LLP, 3161 Michelson Drive, 11th Floor, Irvine, California 92612 at 10:00 a.m., local time, on March 3, 2008.

Purpose of Special Meeting

At the special meeting, we will ask holders of our common stock to approve and adopt the merger agreement. On the unanimous recommendation of a special committee consisting of four independent directors, our board of directors has approved resolutions approving the merger agreement and the merger, determining that the merger agreement and the terms and conditions of the merger are advisable, fair to and in the best interests of Document Sciences and our stockholders and directing that the merger and the merger agreement be submitted for approval and adoption at a special meeting of our stockholders. Our board of directors recommends that all of our stockholders vote FOR the approval and adoption of the merger agreement.

Our board of directors also recommends that our stockholders vote FOR approval of adjournments of the special meeting, if determined necessary by Document Sciences, to facilitate the approval and adoption of the merger proposal, including to permit the solicitation of additional proxies if there are not sufficient votes at the time of the special meeting to approve and adopt the merger proposal.

Record Date; Stock Entitled to Vote; Quorum

Only holders of record of our common stock at the close of business on January 29, 2008, which is the record date for the special meeting, are entitled to notice of and to vote at the special meeting. As of the record date, 4,298,203 shares of our common stock were issued and outstanding and held by approximately 119 holders of record. A quorum will be present at the special meeting if a majority of the shares of our common stock issued and outstanding and entitled to vote on the record date are represented in person or by proxy at the special meeting. Shares of our common stock represented at the special meeting but not voting, including shares of our common stock for which proxies have been received but for which stockholders have abstained, will be treated as present at the special meeting for purposes of determining the presence or absence of a quorum for the transaction of all business at the special meeting. Our bylaws provide that the holders of a majority of the shares of stock entitled to vote who are present in person or represented by proxy at the meeting have the power to adjourn the meeting, without notice other than the announcement at the meeting. However, if the adjournment is to a date that is more than 30 days after the original meeting date, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting must be given to each stockholder of record entitled to vote at the meeting.

Votes Required

The proposal to approve and adopt the merger agreement requires the affirmative vote of the holders of a majority of the shares of our common stock issued and outstanding on the record date. If a holder of our common stock abstains from voting or does not vote, either in person or by proxy, it will have the effect of a vote against the merger proposal. If you hold your shares in “street name” through a broker, bank or other nominee, you must direct your broker, bank or other nominee to vote in accordance with the instructions you have received from your broker, bank or other nominee. Brokers, banks or other nominees who hold shares of our common stock in street name for customers who are the beneficial owners of those shares may not give a proxy to vote those customers’ shares in the absence of specific instructions from those customers. These non-voted shares will have the effect of votes against the approval and adoption of the merger agreement.

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The proposal to approve adjournments of the special meeting, if determined necessary by Document Sciences, to facilitate the approval and adoption of the merger proposal, including to permit the solicitation of additional proxies if there are not sufficient votes at the time of the special meeting to approve and adopt the merger proposal, requires the affirmative vote of a majority of the shares of our common stock represented in person or by proxy at the special meeting, even if less than a quorum. Accordingly, not voting at the special meeting will have no effect on the outcome of this proposal, but abstentions will have the effect of a vote against this proposal. Holders of record of our common stock on the record date are entitled to one vote per share on each matter to be considered at the special meeting.

As of the record date, directors and executive officers of Document Sciences, and their affiliates, had the right to vote 1,080,093 shares of Document Sciences common stock, or 25.12% of the issued and outstanding Document Sciences common stock at that date.

Voting of Proxies

All shares represented by properly executed proxies received in time for the special meeting will be voted at the special meeting in the manner specified by the holders thereof. Properly executed proxies that do not contain voting instructions will be voted FOR the approval and adoption of the merger agreement and FOR approval of adjournments of the special meeting, if determined necessary by Document Sciences, to facilitate the approval and adoption of the merger proposal, including to permit the solicitation of additional proxies if there are not sufficient votes at the time of the special meeting to approve and adopt the merger proposal. No proxy that is specifically marked AGAINST approval and adoption of the merger proposal will be voted in favor of the adjournment proposal, unless it is specifically marked FOR the proposal to adjourn the special meeting to a later date.

Pursuant to Delaware law and our bylaws, no matter other than the proposals to approve and adopt the merger agreement and to adjourn the meeting, if determined necessary by Document Sciences, will be brought before the special meeting.

Revocability of Proxies

The grant of a proxy on the enclosed form of proxy does not preclude a stockholder from voting in person at the special meeting. A stockholder may revoke a proxy at any time prior to its exercise by:

If you have instructed your broker to vote your shares, you must follow directions received from your broker to change these instructions.

Document Sciences stockholders who require assistance should contact the persons at the address or phone number provided on page 3 of this proxy statement.

Solicitation of Proxies

All costs related to the solicitation of proxies, including the printing and mailing of this proxy statement, will be borne by us. We have retained D. F. King & Co., Inc. to aid in the solicitation of proxies and to verify records relating to the solicitation. D. F. King & Co., Inc. will receive a fee for its services of $8,500, fees per

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call to stockholders and expense reimbursement. In addition, our directors, officers and employees may, without additional compensation, solicit proxies from stockholders by mail, telephone, facsimile, or in person. However, you should be aware that certain members of our board of directors and our officers have interests in the merger that are different from, or in addition to, yours. See “The Merger—Interests of Document Sciences’ Executive Officers and Directors in the Merger.”

To the extent necessary in order to ensure sufficient representation at the special meeting, Document Sciences may request the return of proxy cards by telecopy. The extent to which these proxy soliciting efforts will be necessary depends entirely upon how promptly proxies are received. You should send in your proxy by mail without delay. We will also reimburse brokers and other custodians, nominees and fiduciaries for their expenses in sending these materials to you and getting your voting instructions.

Stock Certificates

Stockholders should not send stock certificates with their proxies. A letter of transmittal with instructions for the surrender of our common stock certificates will be mailed to our stockholders as soon as practicable after completion of the merger.

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THE MERGER

(Proposal 1)

Description of the Merger

The board of directors of Document Sciences has approved a merger agreement and a merger whereby Document Sciences will become a wholly-owned subsidiary of EMC upon completion of the merger. If the merger agreement is approved and adopted by Document Sciences stockholders, Esteem Merger Corporation, a newly-formed merger subsidiary of EMC will be merged with and into Document Sciences, and Document Sciences will be the surviving company in the merger. We strongly encourage you to read carefully the merger agreement in its entirety, a copy of which is attached as Annex A to this proxy statement, because it is the legal document that governs the merger.

If the merger is completed, you will receive the cash merger consideration of $14.75, without interest and less applicable withholding taxes, in exchange for each share of Document Sciences common stock that you own at the effective time of the merger.

After the merger is completed, you will have the right to receive the merger consideration but you will no longer have any rights as a stockholder of Document Sciences. You will receive your portion of the merger consideration after exchanging your stock certificates representing our common stock in accordance with the instructions contained in a letter of transmittal to be sent to you shortly after completion of the merger.

Document Sciences common stock is currently registered under the Securities Exchange Act of 1934 and is designated for trading on the Nasdaq Capital Market under the symbol “DOCX.” Following the merger, Document Sciences common stock will be delisted from the Nasdaq Capital Market and will no longer be publicly traded, and the registration of Document Sciences common stock under the Securities Exchange Act of 1934 will be terminated.

Please see “The Merger Agreement” for additional and more detailed information regarding the merger agreement.

Background of the Merger

The board of directors and management of Document Sciences have continually engaged in a review of Document Sciences’ business plans and other strategic opportunities, including the evaluation of the market in which Document Sciences competes, the possibility of pursuing strategic alternatives, such as acquisitions, and the possible sale of Document Sciences, each with the view towards maximizing stockholder value.

On July 17, 2007, Document Sciences’ CEO, John L. McGannon, received a preliminary oral expression of interest from a third party (“Bidder A”) in connection with evaluating some type of strategic investment in Document Sciences. As part of preliminary discussions with Bidder A, Document Sciences executed a confidentiality agreement dated August 9, 2007 to evaluate the possibility of pursuing such a transaction. Bidder A subsequently delivered to Document Sciences a term sheet dated September 10, 2007, which proposed, among other things, the all cash acquisition of Document Sciences at approximately $11 per fully diluted share.

On September 12, 2007, the board of directors of Document Sciences met at a special meeting of the board of directors to discuss financial performance and projections relating to the third and fourth quarters of fiscal 2007. At this meeting, Mr. McGannon described the term sheet presented by Bidder A and the circumstances relating to the proposed offer. A representative of Document Sciences’ outside corporate counsel, Gibson, Dunn & Crutcher LLP (“Gibson Dunn”), was present by telephone and led a discussion relating to the fiduciary duties of the board of directors under Delaware law in connection with the evaluation of the preliminary offer by Bidder A. The board of directors discussed at length the merits of the offer submitted by Bidder A and concluded that the proposed price of approximately $11 per fully diluted share was not an adequate premium to the then

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trading price of Document Sciences’ stock and instructed Mr. McGannon to inform Bidder A of its decision, which he did shortly after the conclusion of the meeting. Director Barton L. Faber undertook, as requested by the board of directors, to contact Bidder A to discuss the board’s conclusions. The board of directors also concluded that in light of the offer by Bidder A, the timing was appropriate for Document Sciences to explore whether other third parties may potentially be interested in a strategic transaction with Document Sciences. The board of directors established a special committee of the board of directors to act on behalf of the board with Mr. Faber designated as chairman of the special committee for the purpose of further dealings with Bidder A and the evaluation of other potential offers. In connection with the decision to pursue other potential offers, the board of directors discussed the retention of an investment banking firm to assist Document Sciences in contacting potential buyers and evaluating offers from potential buyers. After discussion, the board of directors concluded that RBC Capital Markets Corporation (“RBC”) was well-qualified for purposes of assisting Document Sciences in soliciting and evaluating potential offers and determined that RBC should be retained as financial advisor. The board of directors instructed Mr. McGannon to negotiate the terms of an engagement with RBC and report back to the board the terms of such engagement.

On September 13, 2007, Mr. Faber had discussions with representatives of Bidder A regarding Bidder A’s offer. As was previously communicated to Bidder A by Mr. McGannon, Mr. Faber informed them that the proposed offer price was inadequate but that Document Sciences was open to further discussions if Bidder A were to increase the offer price. At or around this time, Mr. McGannon had discussions with RBC regarding the proposed terms of an engagement of RBC as a financial advisor to Document Sciences.

On September 18, 2007, the board of directors met at a special meeting of the board of directors via teleconference. Mr. Faber provided the board of directors with an update on his discussions with Bidder A. The board of directors discussed various acceptable terms that could be communicated in future counterproposal discussions with Bidder A. At this meeting, Mr. McGannon provided the board of directors with an update on the discussions with RBC regarding the proposed terms of engagement as a financial advisor. The board of directors instructed Mr. McGannon to execute an engagement letter on behalf of Document Sciences with RBC. Subsequent to this meeting, on behalf of Document Sciences, Mr. McGannon executed an engagement letter with RBC dated as of September 21, 2007.

Following its engagement, as contemplated by its engagement letter, RBC consulted with Messrs McGannon and Faber to identify parties that may have an interest in a strategic transaction with Document Sciences, developed preliminary procedures and timetables for implementing a strategic transaction and assisted Document Sciences management in the preparation of certain written materials describing the Company.

On October 3, 2007, Bidder A submitted a revised written non-binding indication of interest wherein Bidder A increased its price from $11.00 to $11.25 per share. On behalf of the board, Mr. Faber communicated to Bidder A that the revised indication of interest was not sufficient to warrant Document Sciences entering into exclusive negotiations with Bidder A and permit due diligence.

On October 8, 2007, the board of directors met at a special meeting of the board of directors via teleconference where a representative of RBC was also in attendance. The representative of RBC and Mr. McGannon provided the board of directors with an update as to the status of the identification and communication with potential buyers. The representative of RBC answered questions from the board of directors regarding the process, and both the representative of RBC and Mr. McGannon discussed the anticipated next steps in the process.

On October 10, 2007, Mr. Faber met with representatives of Bidder A to further discuss Bidder A’s interest. Representatives of Bidder A orally informed Mr. Faber that they were willing to increase the proposed consideration to up to $13.00 per share subject to conducting due diligence.

On or about October 10, 2007, Mr. Faber met with another potential buyer that had expressed informal interest in Document Sciences earlier in the year. Mr. Faber informed this third party that Document Sciences

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had received an offer from another party and that if the third party had an interest in a transaction with Document Sciences, it should consider communicating such interest to Document Sciences. This third party ultimately did not submit any indication of interest.

Through October 18, 2007, RBC contacted 27 potential buyers, including Bidder A and EMC, to assess their interest in exploring a potential transaction with Document Sciences and provided certain due diligence materials. The group of potential buyers contacted included both private equity and strategic buyers. In addition to Bidder A, Document Sciences entered into confidentiality agreements with 13 potential buyers, and Document Sciences management held meetings with eight of those potential buyers, including EMC, which expressed interest in having such a meeting.

On October 18, 2007, RBC sent a letter containing bid instructions and a package of additional due diligence information to eight parties that continued to express interest, in pursuing a potential strategic transaction with Document Sciences, including Bidder A and EMC. The bid instruction letter requested that interested parties submit preliminary indications of interest to RBC on or before October 24, 2007.

On October 24, 2007, acting via unanimous written consent, the board of directors formalized the composition, duties and responsibilities of the special committee that had been established earlier. The written consent provided that the special committee, comprised of four independent directors, would be provided with the exclusive power and authority of the board of directors to: (i) review, evaluate and negotiate the terms and conditions of any potential transactions and execute any agreements related to potential transactions and other documents as the special committee deemed necessary, appropriate or advisable; (ii) make reports and recommendations to the entire board of directors and to Document Sciences stockholders as the special committee considered appropriate; (iii) determine whether any potential transaction was fair to, and in the best interests of, Document Sciences and its stockholders; (iv) following the execution of any agreement relating to a potential transaction, take any other actions contemplated by such agreement to be taken by the special committee; and (v) exercise any other power or authority that may be otherwise exercised by the board of directors and that the special committee determines is necessary or advisable to carry out and fulfill its duties and responsibilities. In addition to the earlier appointment of Mr. Faber as chairman of the special committee, the board of directors appointed Thomas L. Ringer, Ronald S. Beard and Colin J. O’Brien as members of the special committee.

On October 24, 2007, the board of directors also approved via unanimous written consent the establishment of the Management Incentive Retention Plan for Select Employees (“MIRP”) based, in part, on the board’s determination that it was in the best interests of Document Sciences and its stockholders that the interests of certain key management employees and others providing personal services to Document Sciences be aligned with that of Document Sciences stockholders and to provide an incentive to such persons to maximize the valuation of Document Sciences. Under the MIRP, participants are eligible to receive an incentive bonus from Document Sciences or its successor upon the consummation of a “change in control” (as defined in the MIRP) subject to certain conditions.

On October 26, 2007, the special committee held a meeting with Margaret A. Breya, representatives of RBC and representatives of Gibson Dunn in attendance via teleconference to discuss the indications of interest that were submitted by potential buyers. Due to the establishment of the special committee and its authority to consider potential offers and make a recommendation to the Document Sciences board of directors and stockholders, the special committee determined that retention of RBC as its financial advisor was appropriate and executed an engagement letter with RBC dated October 26, 2007, which replaced the engagement letter dated as of September 21, 2007 previously executed by Mr. McGannon on behalf of Document Sciences. Thereafter, RBC reported exclusively to the special committee.

Representatives of RBC made a presentation to the special committee with respect to the indications of interest that had been received thus far by RBC through the auction process. As of October 26, 2007, preliminary indications of interest had been submitted by seven potential buyers (including both private equity and strategic

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potential buyers). The representatives of RBC also indicated that a preliminary indication of interest from another potential buyer was anticipated to be submitted some time within the following week. The preliminary indications from the various potential buyers proposed purchasing all of the outstanding stock of Document Sciences for cash at prices ranging from $11.75 to $14.50 per share, including an indication of interest from EMC at a price of $11.75 per share.

The special committee discussed, among other things, its proposed response to each of the bidders, and RBC discussed potential strategies to maximize stockholder value. The special committee advised RBC to inform certain bidders that had submitted the lowest bids that the consideration they proposed needed to be increased in order for those bidders to be included in the next round of the auction process. The special committee also instructed RBC to inform certain bidders that had submitted the highest bids that their bids were sufficient to be included in the next round of the auction process.

Representatives of RBC then discussed generally the timing and process by which the next stages of the auction process would be conducted where the bidders participating in the next round of the auction would be invited to submit “best and final” bids. The special committee and representatives of RBC discussed establishing the second deadline for the “best and final” bids to occur some time in mid-to-late November 2007. The special committee determined that the next meeting of the special committee would take place shortly after the bid deadline, at which meeting an evaluation of the “best and final” bids would occur.

From October 26, 2007 until October 30, 2007, RBC contacted each of the bidders to discuss their respective bids and finalize which parties would be invited to participate in the next round of the auction. Three of the parties that submitted bids at the lower end of the range of those received, including EMC, and confirmed that they were unwilling to increase the consideration offered at that time were informed that they would not be included in the next round of the auction. The remaining four parties were invited to participate in the next round of the auction, and RBC began to make arrangements to permit the remaining bidders to conduct additional due diligence via a virtual data room and via meetings with Document Sciences management.

On October 27, 2007, RBC received an eighth preliminary indication of interest from the bidder that had previously informed RBC that it was unable to meet the October 24, 2007 bid date. The preliminary indication of interest from the eighth buyer offered to purchase all of the outstanding stock of Document Sciences for cash at a purchase price of $12.50 per share. RBC subsequently notified this bidder that the price contained in this indication of interest was not sufficient. On October 31, 2007, RBC received a revised indication of interest from this bidder containing a revised purchase price of $15.00 per share. Subsequently, certain members of the special committee held various teleconference calls with Mr. McGannon, representatives of RBC and representatives of Gibson Dunn to discuss potential strategies as to how to proceed in the auction process. The outcome of these discussions, after a review of potential alternatives, was that RBC was instructed to invite the eighth bidder to participate in the next round of the auction, bringing the total number of participants in the next round to five bidders.

On November 2, 2007, RBC was contacted by representatives of EMC who orally indicated that EMC was revising its preliminary indication of interest to a price in the range of $15.00-19.00 per share, pending subsequent due diligence during the next round of the auction process. Subsequently, certain members of the special committee held various meetings via teleconference with Mr. McGannon, representatives of RBC and Gibson Dunn to discuss how to proceed in the auction process as well as potential various strategies that could be employed to maximize stockholder value, while limiting potential distractions to the Document Sciences management and limiting delays to reaching a signed definitive agreement. No definitive conclusion was reached as to how to proceed with each potential buyer, and it was decided that the special committee would convene at a later date to allow the special committee to undertake deliberations as to how to proceed.

On November 4, 2007, certain members of the special committee held discussions with Mr. McGannon, representatives of RBC and representatives of Gibson Dunn to determine how to proceed with each potential

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buyer. After further discussion and deliberation, RBC was advised to have discussions with three of the remaining six bidders that submitted the lowest bids. RBC was also advised to inform these parties that additional, higher bids had been submitted since the October 24, 2007 bid date, and based on these new indications of interest and the number of bidders who remained in the process, there was a high likelihood that, to emerge as the winning bidder in the next round of the auction, each bidder would likely need to increase further their bids in the final round of the auction.

On November 5, 2007, the special committee held a meeting via teleconference to obtain an update from representatives of RBC as to their communications with the bidders. Mr. McGannon and representatives of Gibson Dunn were also in attendance. RBC informed the special committee that it had spoken to each of the three bidders that had submitted the lowest bids, as instructed, and as a result, one of the bidders decided not to participate in the final round of the auction. The special committee then authorized RBC to proceed with the auction with the remaining five bidders.

On November 7, 2007, the special committee held a meeting via teleconference with Mr. McGannon in attendance to discuss the draft merger agreement with representatives of Gibson Dunn and RBC and the final bid instruction letter that representatives of RBC would distribute to each of the bidders participating in the final round of the auction. The special committee also discussed with representatives of RBC the anticipated next steps for the process. Representatives of RBC distributed the final bid instruction letter and draft merger agreement to the bidders on November 9, 2007 with instructions to the bidders to submit their “best and final” bids on November 26, 2007. The “best and final” bids were required to include both a specific price per share, as well as the bidder’s mark-up of the draft merger agreement.

On November 23, 2007, a representative of Gibson Dunn delivered a memorandum describing for Document Sciences directors and executive officers their fiduciary duties in the context of an auction.

Through November 26, 2007, the remaining five bidders continued their various respective due diligence efforts which included, among other activities, holding meetings and discussions with Document Sciences management and gaining additional access to due diligence materials via a virtual data room. During this time period, one bidder withdrew itself from the auction process.

On November 29, 2007, the special committee held a meeting via teleconference with Mr. McGannon and representatives of RBC and Gibson Dunn in attendance to discuss the “best and final” bids received by RBC. Representatives of RBC made a presentation to the special committee regarding the four bidders who submitted “best and final” bids. EMC submitted a non-binding written bid to purchase all of the outstanding stock of Document Sciences at a purchase price per share of up to $16.00 and a markup of the merger agreement. The remaining three bidders submitted “best and final” indications which ranged from $13.00 to $14.25 per share. One of these three bidders submitted a mark-up of the draft definitive agreement, while the other two provided written comments on the draft definitive agreement. RBC noted that it had also spoken to each of these three bidders to let them know that they were not the highest bidder and confirmed that each was unwilling to increase their bids sufficiently to become the highest bidder. Representatives of RBC discussed the financial aspects of each “best and final” bid with the special committee and responded to questions from the special committee members while representatives of Gibson Dunn discussed legal issues relating to the bidders’ responses to the draft merger agreement. After discussion, the special committee determined that the non-binding written bid submitted by EMC was the most favorable of the four bids due, among other reasons, to the fact that it offered the highest purchase price and contemplated more certainty of closure of the transaction, and that the letter of intent with EMC should be executed. The special committee determined that certain provisions of the merger agreement, including the termination fee, should be negotiated with EMC.

On November 30, 2007, representatives of RBC received a due diligence request list and other requests for identified materials from representatives of EMC. Representatives of EMC and EMC’s outside corporate counsel, Weil, Gotshal & Manges LLP (“Weil Gotshal”), communicated numerous times with representatives of Document Sciences, RBC and Gibson Dunn in connection with due diligence items until the execution of the

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merger agreement on December 26, 2007. Representatives of Document Sciences and Gibson Dunn produced documents in response to the due diligence request list, as well as supplemental oral requests from representatives of EMC and Weil Gotshal.

On December 3, 2007, Document Sciences and EMC executed a letter of intent, which provided for an anticipated acquisition price of up to $16.00 per share and an exclusivity period that expired on the earlier of December 21, 2007 and the signing of a definitive acquisition agreement.

On December 12, 2007, representatives of RBC forwarded a revised merger agreement to representatives of EMC, which revised the draft of the merger agreement that EMC sent with its “best and final” bid.

On December 17, 2007, a representative of EMC contacted representatives of RBC to inform them that they intended to reduce the merger consideration from $16.00 to $14.25 based on certain concerns formed during their due diligence investigations, including, among others, certain concerns regarding the MIRP.

On December 19, 2007, the special committee held a meeting via teleconference with Mr. McGannon, Ms. Breya and representatives of RBC and Gibson Dunn in attendance regarding the change in merger consideration. The special committee expressed the view, and directed representatives of RBC to communicate to EMC, that the decrease in merger consideration from $16.00 per share to $14.25 per share was unacceptable since the special committee could no longer definitively confirm that EMC represented a superior proposal relative to certain other bidders. The special committee further instructed RBC to inform EMC that in the event that EMC was unwilling to increase its offer price above $14.25, the special committee would likely request that EMC terminate its exclusivity. RBC, Mr. McGannon and the special committee also reviewed a variety of negotiation strategies and arguments that could be used to help eliminate certain of EMC’s concerns and justify a price higher than $14.25 per share.

Through December 20, 2007, RBC held a number of discussions with EMC in an effort to negotiate a higher price and reported frequently to the special committee. As a result of these discussions, EMC agreed to increase its offer price from $14.25 to $14.75 per share. In addition, EMC requested that Document Sciences amend the MIRP to lengthen the payment terms in order to promote the retention of certain employees.

On December 20, 2007, the special committee concluded that it was prepared to continue discussions with EMC to pursue a transaction with EMC at a price of $14.75 per share, given that this represented the highest bid received to date and since EMC had substantially completed its due diligence, it also had a high certainty to promptly reach a satisfactory definitive agreement. The special committee instructed RBC and Gibson Dunn to negotiate the definitive agreement and to amend the MIRP.

From December 20, 2007 until the signing of the definitive merger agreement on December 26, 2007, representatives of EMC, Weil Gotshal, Gibson Dunn and RBC continued to negotiate and exchange revised drafts of the merger agreement and related schedules and the Amended and Restated Management Incentive Retention Plan for Select Employees, which reflected changes to the MIRP.

On December 21, 2007, Document Sciences and EMC agreed to extend exclusivity with EMC until December 24, 2007. On December 24, 2007, Document Sciences and EMC agreed to a second extension of exclusivity until the close of business on December 26, 2007.

On December 26, 2007, the special committee convened a meeting to consider whether the terms of the merger agreement and transactions contemplated thereby, including the merger, were advisable, fair to, and in the best interests of, Document Sciences stockholders and whether to recommend to the board of directors that the board approve and adopt the merger and the merger agreement and the transactions contemplated thereby. A representative of Gibson Dunn reviewed with the special committee the significant terms of the merger agreement.

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Representatives of RBC reviewed RBC’s financial analysis and rendered its oral opinion to the special committee, which opinion was subsequently confirmed in writing, that as of December 26, 2007, based upon and subject to the various factors, assumptions, procedures, limitations and qualifications set forth in such written opinion, the consideration of $14.75 for each outstanding share of Document Sciences common stock to be received by stockholders of Document Sciences pursuant to the merger was fair from a financial point of view to such holders (the full text of that opinion, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken by RBC in connection with its opinion, is attached as Annex B to this proxy statement and should be read in its entirety in conjunction with the information contained in “The Merger—Financial Advisor’s Opinion Regarding the Merger Consideration”).

Following these discussions and presentations and after careful consideration, the special committee unanimously determined that the merger was advisable, fair to, and in the best interests of Document Sciences stockholders, and recommended to the board of directors that the board approve and adopt the merger and the merger agreement and the transactions contemplated thereby.

Immediately after the special committee meeting, the board of directors convened a meeting to consider whether to approve the merger agreement and transactions contemplated thereunder. After careful consideration, and on the unanimous recommendation of the special committee, the board of directors concluded that the merger and the other transactions contemplated by the merger agreement were advisable, fair to, and in the best interests of, Document Sciences stockholders, and that the executive officers were authorized and directed to submit the merger agreement and the transactions contemplated thereby to Document Sciences stockholders for their approval. The board of directors also approved the Amended and Restated Management Incentive and Retention Plan for Select Employees under which, among other things, the timing of the incentive bonus payments was extended. Mr. Winter abstained from voting to avoid any perception of a conflict of interest.

On the same day, the merger agreement was executed by Document Sciences, Esteem Merger Corporation and EMC. On December 27, 2007 at 6 a.m. Eastern Standard Time, a joint press release announcing the merger was issued by EMC and Document Sciences.

Reasons for the Merger

At the meeting of our special committee consisting of four independent directors on December 26, 2007, the special committee unanimously resolved to recommend that our board of directors approve the merger with EMC. At the meeting of our board of directors on the same date, our board received the special committee’s recommendation and determined to accept that recommendation, and to approve the merger with EMC and recommend it to our stockholders. See “The Merger—Background of the Merger” and “The Merger—Document Sciences Board of Directors’ Recommendation.”

In making its determination and recommendation set forth above, our special committee considered, among other things:

Our special committee also considered, among other things, its knowledge of the process that it had closely supervised—through formal meetings, informal consultation, regular advice from legal and financial advisers and the continuous interaction between its chairman and those advisers—to investigate potential transactions and

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ultimately negotiate the merger agreement with EMC, as described under “The Merger—Background of the Merger,” including:

In the course of its deliberations, our special committee also considered, among other things, the following material positive factors regarding the merger:

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In the course of its deliberations, our special committee also considered, among other things, the following potentially negative factors regarding the merger:

Our special committee concluded that these potentially negative factors were substantially outweighed by the opportunity presented by the merger for our stockholders to monetize their Document Sciences investment for $14.75 per share in cash within a relatively short period of time if the merger conditions were satisfied, which the special committee believed would maximize the value of their shares and eliminate the risk that the inherent uncertainty affecting our future prospects could result in a diminution in the market value of their shares. Accordingly, the special committee concluded that the merger was in the best interests of our stockholders.

In making its determination and recommendation set forth above, our board of directors considered the determination and recommendation of our special committee, having regard to the independence of its members,

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their business experience and their active role in overseeing, with the advice of experienced legal and financial advisors, the process of investigating potential transactions that led to the negotiation of the merger agreement with EMC. In addition, our board took account of the same considerations, including the same material positive and potentially negative factors, that our special committee had considered and reached the same conclusion as our special committee with respect to the benefits of the merger for our stockholders.

The preceding discussion of the factors considered by our special committee and our board of directors is not, and is not intended to be, exhaustive, but does set forth the material factors considered. In light of the variety of factors considered in connection with its evaluation of the merger and the complexity of these matters, neither our special committee nor our board of directors found it practicable to, and did not, quantify or otherwise attempt to assign relative weights to the various factors considered in reaching its determination, nor did it undertake to make any specific determination as to whether any particular factors (or any aspect of any particular factors) was favorable or unfavorable to its ultimate determination. Rather, each of our special committee and our board of directors reached its conclusion and recommendation based on its evaluation of the totality of the information presented, considered and analyzed. In considering the factors discussed above, individual directors may have ascribed differing significance to different factors.

Document Sciences Board of Directors’ Recommendation

Upon the unanimous recommendation of the special committee consisting of four independent directors and after careful consideration, our board of directors has approved resolutions approving the merger and the merger agreement, determining that the merger agreement and the terms and conditions of the merger are advisable, fair to and in the best interests of Document Sciences and our stockholders and directing that the merger and the merger agreement be submitted for approval and adoption at a special meeting of our stockholders. Accordingly, our board of directors recommends that all of our stockholders vote FOR the approval and adoption of the merger agreement.

Our board of directors also recommends that our stockholders vote FOR approval of adjournments of the special meeting of stockholders, if determined necessary by Document Sciences, to facilitate the approval and adoption of the merger proposal, including to permit the solicitation of additional proxies if there are not sufficient votes at the time of the special meeting to approve and adopt the merger proposal.

Financial Advisor’s Opinion Regarding the Merger Consideration

On December 26, 2007, as financial advisor to Document Sciences’ special committee, RBC rendered its written opinion to the special committee and the Document Sciences board of directors that, as of that date and subject to the assumptions, qualifications and limitations set forth in its opinion, the per share merger consideration of $14.75 in cash, without interest, per share of Document Sciences’ common stock specified in the merger agreement was fair, from a financial point of view, to the Document Sciences’ stockholders. The full text of RBC’s written opinion, dated December 26, 2007, is attached to this proxy statement as Annex B. RBC’s opinion was approved by the RBC Fairness Opinion Committee. This summary of RBC’s opinion is qualified in its entirety by reference to the full text of the opinion. Document Sciences’ stockholders are urged to read the RBC opinion carefully and in its entirety.

RBC’s opinion was provided for the information and assistance of the Document Sciences’ special committee and board of directors in connection with their consideration of the merger. RBC’s opinion did not address Document Sciences’ underlying business decision to engage in the merger or the relative merits of the merger compared to any alternative business strategy or transaction in which Document Sciences might engage. RBC’s opinion and presentation to the Document Sciences’ special committee and board of directors were only two of many factors taken into consideration by the Document Sciences’ special committee and board of directors in making their determination to approve the merger. RBC’s opinion does not constitute a recommendation to the Document Sciences’ stockholders as to how they should vote with respect to the merger.

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RBC’s opinion addressed solely the fairness of the per share merger consideration, from a financial point of view, to the Document Sciences’ stockholders and did not in any way address other terms or arrangements of the merger or the merger agreement, including, without limitation, the financial or other terms of any other agreement contemplated by, or to be entered into in connection with, the merger agreement. Further, in rendering its opinion, RBC expressed no opinion about the fairness of the amount or nature of the compensation to any of Document Sciences’ officers, directors, or employees, or class of such persons, relative to the compensation to Document Sciences’ public stockholders.

In rendering its opinion, RBC assumed and relied upon the accuracy and completeness of all information that was publicly available to RBC and all of the financial, legal, tax, operating, and other information provided to or discussed with it by Document Sciences, including, without limitation, the financial statements and related notes thereto of Document Sciences. RBC did not assume responsibility for independently verifying, and did not independently verify, this information. RBC assumed that the financial projections and forecasts of Document Sciences prepared by the management of Document Sciences and reviewed by RBC were reasonably prepared reflecting the best currently available estimates and good faith judgments of the future financial performance of Document Sciences as a standalone entity. RBC expressed no opinion as to those financial projections and forecasts or the assumptions on which they were based. RBC did not assume any responsibility to perform, and did not perform, an independent evaluation or appraisal of any of the assets or liabilities of Document Sciences, and RBC was not furnished with any such valuations or appraisals. In addition, RBC did not assume any obligation to conduct, and did not conduct, any physical inspection of the property or facilities of Document Sciences. Additionally, RBC was not asked to, and did not consider, the possible effects of any litigation or other claims affecting Document Sciences.

In rendering its opinion, RBC assumed that all conditions to the consummation of the merger would be satisfied without waiver and that the executed version of the merger agreement would not differ, in any respect material to its opinion, from the latest draft RBC reviewed.

RBC’s opinion spoke only as of the date it was rendered, was based on the conditions as they existed and information with which RBC was supplied as of such date, and was without regard to any market, economic, financial, legal or other circumstances or event of any kind or nature which may exist or occur after such date. RBC has not undertaken to reaffirm or revise its opinion or otherwise comment on events occurring after the date of its opinion and does not have an obligation to update, revise or reaffirm its opinion. Unless otherwise noted, all analyses were performed based on market information available as of December 24, 2007, the last trading day preceding the finalization of RBC’s analysis.

In connection with its review of the merger and the preparation of its opinion, RBC undertook the review and inquiries it deemed necessary and appropriate under the circumstances, including:

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In arriving at its opinion, in addition to reviewing the matters listed above, RBC performed the following analyses:

In connection with the rendering of its opinion to the Document Sciences’ special committee and board of directors, RBC prepared and delivered to the Document Sciences’ special committee and board of directors written materials containing the analyses listed above and other information material to the opinion. In presenting its opinion to the Document Sciences special committee and board of directors, RBC noted that it did not perform a discounted cash flow analysis due to a lack of long-term financial projections for Document Sciences. Set forth below is a summary of the analyses used by RBC, including information presented in tabular format. To fully understand the summary of the analyses used by RBC, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the analysis.

Comparable Company Analysis. RBC prepared a comparable company analysis (“Comparable Company Analysis”) of Document Science’s implied transaction multiples relative to a group of publicly-traded companies that RBC deemed for purposes of its analysis to be comparable to Document Sciences. In selecting publicly-traded companies, RBC considered comparable software companies with businesses focused primarily on enterprise content management software. In this analysis, RBC compared the enterprise value (“EV”) of Document Sciences implied by the per share merger consideration, expressed as a multiple of Document Science’s actual last twelve-months (“LTM”) revenue and LTM earnings before interest, taxes, depreciation and amortization (“EBITDA”), and projected calendar years 2007 and 2008 revenue and EBITDA, to the respective mean and median multiples of estimated 2007 and 2008 EV-to-revenue and to EV-to-EBITDA, of the comparable companies implied by the public trading prices of their common stock. RBC also compared the multiples implied by the per share merger consideration, expressed as multiples of actual LTM fully-diluted earnings per share (“EPS”) and projected calendar years 2007 and 2008 EPS, to the EPS multiples of the comparable companies implied by the public trading prices of their common stock. Projected revenue, EBITDA and EPS were based on internal management projections in the case of Document Sciences and, in the case of the comparable companies, on Wall Street research, IBES, Fact Set and ThomsonOne Analytics consensus estimates except where company projections were publicly available. RBC defined EV as equity value plus total debt, preferred stock and minority interest less cash, cash equivalents and marketable securities. For the purpose of RBC’s analyses summarized in this section, EV-to-EBITDA multiples greater than 90x and less than zero, and Share Price-to-EPS multiples greater than 75x and less than zero were deemed Not Meaningful (“NM”).

For the purposes of its Comparable Company Analysis, RBC reviewed the relevant metrics of the following publicly-traded companies (with their metrics adjusted, as applicable, in two cases, to reflect recently-completed or pending acquisitions and, in one case, for conversion of foreign currency into U.S. dollars):

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The following table presents, as of December 24, 2007, Document Sciences’ implied EV-to-revenue, EV-to-EBITDA and price-to-EPS multiples, and the corresponding multiples for the comparable companies, for the periods reviewed by RBC in connection with its analysis:

RBC noted that: (1) Document Sciences’ multiples implied by the per share merger consideration for the last twelve months and for the projected calendar years 2007 and 2008 EV-to-revenue were within the observed range of multiples and were above the mean and median multiples of the comparable companies analyzed; (2) Document Sciences’ EV-to-EBITDA multiples implied by the merger consideration for the projected calendar years 2007 and 2008 were within the observed range and were above the mean and median multiples of the comparable companies analyzed; (3) Document Sciences’ multiple implied by the merger consideration for 2008 projected earnings per share was within the range of observed multiples, was below the median multiple and was above the mean multiple of the comparable companies analyzed.

Comparable Precedent Transaction Analysis. RBC compared EV-to-LTM revenue and EV-to-LTM EBITDA multiples relating to the merger with corresponding multiples in selected publicly-announced precedent merger and acquisition transactions in the enterprise content management sector (“Comparable Precedent Transaction Analysis”). In selecting precedent transactions, RBC considered comparable transactions announced since January 1, 2004 in which the transaction values were between $10 million and $200 million. Based on these criteria, the following ten transactions were analyzed:

For the purpose of calculating the multiples, multiples of LTM revenue and LTM EBITDA were derived from the actual revenue, and adjusted EBITDA (adjusted to exclude non-cash and one-time charges), of the target companies in the last twelve months prior to the announcement of the transaction. Financial data regarding the precedent transactions was taken from filings with the SEC, press releases, Bloomberg, Dealogic and other publicly available sources.

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The following table compares the implied transaction multiples for the merger with the corresponding mean and median multiples for the selected precedent transactions:

RBC noted that Document Sciences’ multiple for LTM revenue implied by the per share merger consideration was within the range of observed transactions but was below both the mean and median multiples found in the selected precedent transactions analyzed.

Premiums Paid Analysis (Premiums to Price). RBC compared the premiums implied by the per share merger consideration to the premiums paid in selected precedent publicly-announced merger and acquisition transactions in the software industry (this was a different and broader group of transactions than those selected for the Comparable Precedent Transaction Analysis). In selecting precedent transactions, RBC considered comparable transactions announced since January 1, 2004 with public targets in which the transaction values were between $10 million and $200 million, which totaled 38 transactions. RBC performed this analysis taking into account the trading prices of Document Sciences’ common stock during periods it considered relevant ending on December 24, 2007, the last trading day prior to RBC finalizing its presentation to the Document Sciences special committee and board of directors with respect to RBC’s conclusions on the fairness, from a financial point of view, of the per share merger consideration to the Document Sciences stockholders. RBC compared (x) the premiums implied by dividing the per share merger consideration by Document Sciences’ “spot” stock price one day, one week and one month prior to December 24, 2007 to (y) the spot price premiums for the same periods for the targets in the selected precedent transactions. The following table summarizes this analysis:

RBC noted that during the measuring period ending December 24, 2007, the spot one day, one week and one month premiums implied by the per share merger consideration as of December 24, 2007 were within the observed range and above both the mean and median of the selected precedent transactions premiums analyzed.

RBC also compared (x) the premiums implied by dividing the value of the per share merger consideration by Document Sciences’ average price one week and one month prior to December 24, 2007 to (y) the average price premiums for the same periods for the targets in the same selected precedent software industry transactions. The following table summarizes this analysis:

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RBC noted that the average one week, and one month premiums implied by the per share merger consideration as of December 24, 2007 were within the observed range and above the mean and median of the selected precedent transactions premiums analyzed.

Overview of Analyses; Other Considerations . In reaching its opinion, RBC did not assign any particular weight to any one analysis or the results yielded by that analysis. Rather, having reviewed these results in the aggregate, RBC exercised its professional judgment in determining that, based on the aggregate of the analyses used and the results they yielded, the per share merger consideration was fair, from a financial point of view, to the Document Sciences’ stockholders. RBC believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the analyses and, accordingly, also made qualitative judgments concerning differences between the characteristics of Document Sciences and the merger and the data selected for use in its analyses, as further discussed below.

No single company or transaction used in the above analyses as a comparison is identical to Document Sciences or the merger, and an evaluation of the results of those analyses is not entirely mathematical. Rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, businesses, or transactions analyzed. The analyses were prepared solely for purposes of RBC providing an opinion as to the fairness of the per share merger consideration, from a financial point of view, to the Document Sciences stockholders and do not purport to be appraisals or necessarily reflect the prices at which businesses or securities actually may be sold, which are inherently subject to uncertainty.

The opinion of RBC as to the fairness, from a financial point of view, of the per share merger consideration, was necessarily based upon market, economic, and other conditions that existed as of the date of its opinion and on information available to RBC as of that date.

The preparation of a fairness opinion is a complex process that involves the application of subjective business judgment in determining the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Several analytical methodologies were used by RBC and no one method of analysis should be regarded as critical to the overall conclusion reached. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. The overall conclusions of RBC were based on all the analyses and factors presented herein taken as a whole and also on application of RBC’s own experience and judgment. Such conclusions may involve significant elements of subjective judgment and qualitative analysis. RBC therefore believes that its analyses must be considered as a whole and that selecting portions of the analyses and of the factors considered, without considering all factors and analyses, could create an incomplete or misleading view of the processes underlying its opinion.

In connection with its analyses, RBC made, and was provided by Document Sciences’ management with, numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond Document Sciences’ control. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of Document Sciences or its advisors, none of Document Sciences, RBC or any other person assumes responsibility if future results or actual values are materially different from these forecasts or assumptions.

Document Sciences’ special committee selected RBC to render its opinion based on RBC’s experience in mergers and acquisitions and in securities valuation generally. The special committee, in selecting RBC as its financial advisor, was aware of the fact that, under an engagement agreement entered into between RBC and Document Sciences on September 21, 2007, and which was superseded by the subsequent engagement agreement entered into between RBC and the special committee on October 26, 2007, RBC had rendered advisory services to Document Sciences in connection with a possible transaction or series of transactions resulting in a change of

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control whereby, directly or indirectly, more than 50% of the capital stock of Document Sciences or more than 50% of its assets were transferred from Document Sciences and/or its stockholders to any party for consideration (referred to in both engagement agreements and this section as a “transaction”), including participation in the pre-October 26, 2007 process described under “The Merger—Background of the Merger.” The special committee determined that such limited prior advisory services did not preclude, but rather they supported, the selection of RBC as the special committee’s financial advisor.

RBC is an internationally recognized investment banking firm and is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, corporate restructurings, underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. In the ordinary course of business, RBC may act as a market maker and broker in the publicly-traded securities of Document Sciences and EMC and receive customary compensation, and may also actively trade securities of Document Sciences and/or EMC for its own account and the accounts of its customers, and, accordingly, RBC and its affiliates, may hold a long or short position in such securities.

Under its October 26, 2007 engagement agreement with Document Sciences’ special committee, RBC became entitled to receive a fee of $250,000 upon the delivery of its December 26, 2007 opinion to the Document Sciences’ special committee and board of directors regarding the fairness to the Document Sciences’ stockholders, from a financial point of view, of the per share merger consideration, without regard to whether RBC’s opinion was accepted or the merger is consummated. In addition, if the merger is consummated, RBC will become entitled to a further fee, based on the formula set forth in its engagement agreement (which is based on a formula tied to “Aggregate Transaction Value,” as defined in the engagement agreement) of approximately $1.96 million. Further, in the event that the merger is not completed but another transaction is consummated during the term of RBC’s engagement effecting a change of control of Document Sciences (as defined in the engagement letter), or RBC’s engagement expires or is terminated and Document Sciences consummates at any time thereafter, pursuant to a definitive agreement entered into within twelve months after such expiration or termination, such a transaction with one or more of certain parties, RBC will be entitled to receive a transaction fee based on the same contingent fee formula as applied to that transaction (with a minimum fee of $1 million) as if no such expiration or termination had occurred. In addition, whether or not the merger closes, or any other transaction occurs, Document Sciences has also agreed to reimburse RBC for its reasonable out-of-pocket expenses and to indemnify it against liability that may arise out of services performed by RBC as financial advisor to the special committee, including, without limitation, liabilities arising under the federal securities laws. The terms of the engagement letter were negotiated at arm’s-length between the special committee and RBC and both the special committee and the board of directors were aware of this fee arrangement at the time of their approval of the merger agreement. RBC has not received any fees from Document Sciences or EMC in the prior two years except as described above, will not receive any fees from EMC relating to the merger and does not have any agreement or understanding with Document Sciences or EMC regarding any other services to be performed now or in the future, other than pursuant to its engagement described above.

Interests of Document Sciences’ Executive Officers and Directors in the Merger

In considering the recommendation of our board of directors with respect to the merger agreement and merger, you should be aware that some of our executive officers and directors have interests in the merger that are in addition to, or may be different from the interests of Document Sciences stockholders generally. Our board of directors was aware of and considered these interests in approving the merger agreement and the merger.

Merger Proceeds and Other Payments to be Received by Directors and Executive Officers. Each of our directors and executive officers holds shares of our common stock, restricted stock and/or in-the-money stock options to purchase shares of our common stock. Shares of our common stock will be exchanged for the right to receive $14.75 per share in cash as described in this proxy statement. Options will be cancelled in exchange for a cash payment for each underlying share equal to the difference between (1) the cash price of $14.75 to be paid with respect to our common stock in the merger and (2) the exercise price per share of the options, less

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applicable withholding taxes. Restricted stock will be cancelled and converted into the right to receive $14.75 per share. See “The Merger Agreement—Equity Plans”.

The following table sets forth the approximate cash proceeds that each of our executive officers and directors will receive, less any applicable withholding taxes, at the completion of the merger on the basis of the shares of Document Sciences common stock, restricted stock and in-the-money options to purchase shares of Document Sciences common stock that they hold at the effective time of the merger:

For additional information regarding the nature of each director’s and executive officer’s beneficial ownership of our share of common stock, please see the information below under the caption “Security Ownership of Certain Beneficial Owners and Management.”

Amended and Restated Management Incentive Retention Plan for Select Employees. On October 24, 2007, the board of directors approved the MIRP, effective on September 12, 2007. On December 26, 2007, the board of directors approved certain amendments to the MIRP. The purposes of the amended and restated MIRP are to provide an incentive to such persons to maximize the valuation of Document Sciences and to provide continuity of management for a period of time following a change in control.

Pursuant to the amended and restated MIRP, participants are eligible to receive an incentive bonus upon the consummation of a change in control, subject to certain conditions. Under the amended and restated MIRP, it is anticipated that the participants will receive payments made in three equal installments in cash upon (i) the completion of the merger, (ii) the nine month anniversary of the completion of the merger and (iii) the eighteen month anniversary of the completion of the merger, provided, as to the payments in each of (i), (ii) and (iii), that the participants are either still employed by Document Sciences or the participant’s employment was terminated by Document Sciences without cause, by the participant for good reason or due to death or disability:

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Change In Control Payments. In addition to the payments pursuant to the amended and restated MIRP, upon completion of the merger and other factors, certain officers may be entitled to a change in control payment pursuant to their employment agreements. If, either 30 days before or within 18 months following a Change in Control (as defined in the executive officer’s employment agreement), the executive officer is terminated without Cause (as defined below), or if an executive officer terminates his/her employment for Good Reason (as defined in the executive officer’s employment agreement), then the executive officer is entitled to receive (i) the portion of his then current annual base salary which has accrued through the date of his termination; (ii) vested stock options and restricted stock; (iii) payment for unused vacation; (iv) unreimbursed business expenses; (v) portions of the targeted annual bonus; and (vi) continuation of Health Benefits (as defined in the executive officer’s employment agreement).

The use of the term “Cause” shall mean: (i) an act of willful dishonesty taken in connection with the executive’s responsibilities as an employee and causing damage to Document Sciences; (ii) the executive’s commission of, or plea of nolo contendere to, a felony; (iii) the executive’s insubordination or willful refusal to follow reasonable directives of the board of directors; (iv) the executive’s violation of the confidentiality agreement between him/her and Document Sciences; and (v) the executive’s gross negligence or willful misconduct in the performance of his/her duties as an employee of Document Sciences.

Employment with EMC. EMC and certain executive officers of Document Sciences are currently in discussions regarding potential employment of those officers by EMC upon completion of the merger. As of the date of this proxy statement, J. Douglas Winter and Nasser S. Barghouti intend to enter into letter agreements with EMC regarding their employment by EMC.

The proposed terms of employment provide that Mr. Winter will serve as Vice President and General Manager of EMC’s proposed Document Sciences Division at an annual base salary of $250,000 plus eligibility for an annualized bonus opportunity of up to $150,000. In addition, Mr. Winter may be granted a nonqualified option to purchase 30,000 shares of EMC common stock (vesting, subject to Mr. Winter’s continued employment, with respect to 20% of such shares on each of the first five anniversaries of the date of grant) and 20,000 restricted stock units (vesting, subject to Mr. Winter’s continued employment, with respect to 25% of the restricted stock units on each of the first four anniversaries of the date of grant). Mr. Winter would also be eligible to participate in EMC’s Executive Deferred Compensation Plan and for a severance payment (equal to eighteen months of base salary plus 1.5 times his pro-rated annual bonus plus any unpaid retention bonuses) if his employment is terminated by EMC without Cause (as defined in the letter agreement) or if he terminates his employment for Good Reason (as defined in the letter agreement) within eighteen months following the effective date of the merger. Mr. Winter would also be eligible to receive retention bonuses set forth in the amended and restated MIRP, entitled to a monthly car allowance of $400 and entitled to participate in EMC’s benefit plans and programs, including the financial planning benefit, which allows up to $6,000 per year of qualified financial planning services.

The proposed terms of employment provide that Mr. Barghouti will serve as Vice President and General Manager of EMC’s proposed Document Sciences Division at an annual base salary of $250,000 plus eligibility for an annualized bonus opportunity of up to $100,000. In addition, Mr. Barghouti may be granted a nonqualified option to purchase 20,000 shares of EMC common stock (vesting, subject to Mr. Barghouti’s continued employment, with respect to 20% of such shares on each of the first five anniversaries of the date of grant) and 15,000 restricted stock units (vesting, subject to Mr. Barghouti’s continued employment, with respect to 25% of the restricted stock units on each of the first four anniversaries of the date of grant). Mr. Barghouti would also be eligible to participate in EMC’s Executive Deferred Compensation Plan and for a severance payment (equal to eighteen months of base salary plus 1.5 times his pro-rated annual bonus plus any unpaid retention bonuses) if his employment is terminated by EMC without Cause (as defined in the letter agreement) or if he terminates his employment for Good Reason (as defined in the letter agreement) within eighteen months following the effective date of the merger. Mr. Barghouti would also be eligible to receive retention bonuses set forth in the amended and restated MIRP, entitled to a monthly car allowance of $400 and entitled to participate in EMC’s benefit plans and programs, including the financial planning benefit, which allows up to $6,000 per year of qualified financial planning services.

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In addition, as of the date of this proxy statement, John L. McGannon intends to enter into a consulting agreement with EMC pursuant to which Mr. McGannon would provide consulting services to EMC with respect to the transition and integration of Document Sciences into EMC. The proposed terms of the consulting agreement provide that Mr. McGannon would receive a monthly consulting fee of $34,375 for an initial term of six months commencing upon the effective date of the merger, with an option by EMC, at its discretion, to extend the term of the consulting agreement for an additional six months under the same terms and conditions. Mr. McGannon would also be eligible to receive retention bonuses as set forth in the amended and restated MIRP, and payments to be made and benefits to be provided under a severance agreement to be executed between Mr. McGannon and EMC. Such payments and benefits will be consistent with the terms of Section 6.6(c) of Mr. McGannon’s existing employment agreement, which has been publicly filed with the SEC. In addition, Mr. McGannon would be subject to certain restrictive covenants. The consulting agreement may be terminated by EMC for Cause (as defined in the consulting agreement).

While Messrs. Winter, Barghouti and McGannon and EMC intend to enter into the agreements described above, the proposed terms of such agreements have not yet been finalized, and there is no assurance that such agreements will, in fact, be executed. In addition, other officers of Document Sciences may undertake discussions with EMC regarding employment, which may or may not result in employment agreements with EMC before or after the completion of the merger.

Special Committee and Board of Director Fees. The schedule of director fees previously approved by our board provides for payments of $1,200 for attendance in person at any special board or committee meeting and $600 for telephonic attendance at any such meeting.

Indemnification of Directors and Officers. From and after the effective time of the merger, EMC will assume, and will cause Document Sciences as the surviving corporation in the merger to fulfill and honor, in all respects our obligations under (i) all indemnification agreements that we have entered into with our current and former directors and officers prior to the closing date of the merger and (ii) the indemnification provisions in our bylaws as in effect as of the effective time of the merger. EMC is also obligated to maintain no less favorable directors’ and officers’ liability insurance or purchase “tail period” coverage for a period of six years after the completion of the merger; provided the annual cost is not greater than 200% of our current annual premium, in which case EMC is obligated to provide as much insurance as may be purchased at such cost.

Appraisal/Dissenters’ Rights

In connection with the merger, record holders of Document Sciences common stock will be entitled to appraisal/dissenters’ rights if certain procedures are complied with and the merger is completed. Under Section 262 of the DGCL (“Section 262”), in lieu of receiving the merger consideration, Document Sciences stockholders whose appraisal rights are properly demanded and perfected and not withdrawn or lost are entitled to have the “fair value” of their shares of Document Sciences common stock at the effective time of the merger, exclusive of any element of value arising from the accomplishment or expectation of the merger, judicially determined and paid to them in cash by complying with the provisions of Section 262. Additionally, while there is some ambiguity under existing case law, pursuant to Section 2115 of the CCC, stockholders may be entitled to dissenters’ rights under Chapter 13 of the CCC.

With respect to appraisal/dissenters’ rights, there is uncertainty as to whether Delaware law provides the exclusive appraisal rights procedures or whether California’s dissenters’ rights procedures apply as well. Accordingly, a stockholder who does not vote in favor of the merger and who strictly complies with other applicable procedures of Delaware and/or California law as summarized below and set forth in Annexes C and D may exercise statutory appraisal/dissenters’ rights under Delaware and/or California law.

Summary of Delaware Appraisal Rights.

The following is a brief summary of Section 262, which sets forth the procedures for demanding statutory appraisal rights. This summary is qualified in its entirety by reference to Section 262, a copy of the text which is attached to this proxy statement as Annex C.

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A Document Sciences stockholder who desires to exercise appraisal rights must (a) not vote in favor of the merger and (b) deliver a written demand for appraisal of such stockholder’s shares to the Secretary of Document Sciences before the vote to approve and adopt the merger agreement at the special meeting.

A demand for appraisal must be executed by or for the Document Sciences stockholder of record, fully and correctly, as the stockholder’s name appears on the certificates representing the shares of Document Sciences common stock. If these shares of Document Sciences common stock are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, such demand must be executed by the fiduciary. If shares of Document Sciences common stock are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand must be executed by all joint owners. An authorized agent, including an agent of two or more joint owners, may execute the demand for appraisal for a Document Sciences stockholder of record; however, the agent must identify the record owner and expressly disclose that, in exercising the demand, the agent is acting as agent for the record owner. In addition, the Document Sciences stockholder must continuously hold the shares of record from the date of making the demand through the effective time of the merger.

A record owner, such as a broker, who holds shares of Document Sciences common stock as a nominee for others may exercise appraisal rights with respect to the shares held for all or less than all beneficial owners of shares of Document Sciences common stock as to which the holder is the record owner. In that case, the written demand must set forth the number of shares of Document Sciences common stock covered by the demand. Where the number of shares of Document Sciences common stock is not expressly stated, the demand will be presumed to cover all shares of Document Sciences common stock issued and outstanding in the name of the record owner.

Beneficial owners who are not record owners and who intend to exercise appraisal rights should instruct the record owner to comply strictly with the statutory requirements with respect to the exercise of appraisal rights before the vote on the approval and adoption of the merger agreement at the special meeting. Document Sciences stockholders with shares held in “street name” who desire appraisal rights with respect to those shares must take such actions as may be necessary to ensure that a timely and proper demand for appraisal is made by the record owners of the shares. Shares of Document Sciences common stock held through brokerage firms, banks and other financial institutions are frequently deposited with and held of record in the name of a nominee of a central security depositary. Any Document Sciences stockholder desiring appraisal rights with respect to such stockholder’s shares held through a brokerage firm, bank or other financial institution is responsible for ensuring that the demand for appraisal is made by the record holder and should instruct such firm, bank or institution that the demand for appraisal must be made by the record holder of the shares, which might be the nominee of a central security depositary if the shares of Document Sciences common stock have been so deposited.

As required by Section 262, a demand for appraisal must be in writing and must reasonably inform Document Sciences of the identity of the record holder (which might be a nominee as described above) and of such holder’s intention to seek appraisal of such shares.

Document Sciences stockholders of record who elect to demand appraisal of their shares must mail or deliver their written demand to: Document Sciences Corporation, 5958 Priestly Drive, Carlsbad, California 92008, Attention: Secretary. The written demand for appraisal should specify the Document Sciences stockholder’s name and mailing address, the number of shares owned, and that the stockholder is demanding appraisal of such stockholder’s shares. The written demand must be received by Document Sciences prior to the special meeting. Neither voting (in person or by proxy) against, abstaining from voting on or failing to vote on the proposal to approve and adopt the merger agreement will alone suffice to constitute a written demand for appraisal within the meaning of Section 262.

In addition, Document Sciences stockholders exercising appraisal rights must not vote their shares of Document Sciences common stock in favor of approval and adoption of the merger agreement. Because a proxy that does not contain voting instructions will, unless revoked, be voted in favor of approval and adoption of the merger agreement, a Document Sciences stockholder who votes by proxy and who wishes to exercise appraisal rights must vote against the approval and adoption of the merger agreement or abstain from voting on the approval and adoption of the merger agreement.

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Within 120 days after the effective time of the merger, either the surviving corporation or any Document Sciences stockholder who has timely and properly demanded appraisal of such stockholder’s shares and who has complied with the required conditions of Section 262 and is otherwise entitled to appraisal rights may file a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares of Document Sciences common stock of all Document Sciences stockholders who have properly demanded appraisal. If a petition for an appraisal is timely filed, after a hearing on such petition, the Delaware Court of Chancery will determine which Document Sciences stockholders are entitled to appraisal rights and thereafter will appraise the shares owned by those stockholders, determining the fair value of the shares of Document Sciences common stock exclusive of any element of value arising from the accomplishment or expectation of the merger, together with a fair rate of interest to be paid, if any, upon the amount determined to be the fair value. In determining fair value, the Delaware Court of Chancery is to take into account all relevant factors. In Weinberger v. UOP, Inc., et al. , the Delaware Supreme Court discussed the considerations that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that in making this determination of fair value the court must consider “market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which were known or which could be ascertained as of the date of merger which throw any light on future prospects of the merged corporation.” The Delaware Supreme Court construed Section 262 to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.” However, the Delaware Supreme Court noted that Section 262 provides that fair value is to be determined “exclusive of any element of value arising from the accomplishment or expectation of the merger.”

Document Sciences stockholders considering seeking appraisal should bear in mind that the fair value of their shares of Document Sciences common stock determined under Section 262 could be more than, the same as or less than the merger consideration they are entitled to receive pursuant to the merger agreement if they do not seek appraisal of their shares, and that opinions of investment banking firms as to fairness from a financial point of view are not necessarily opinions as to fair value under Section 262.

The cost of the appraisal proceeding may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable in the circumstances. Upon application by a Document Sciences stockholder seeking appraisal rights, the Delaware Court of Chancery may order that all or a portion of the expenses incurred by such stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all shares of Document Sciences common stock entitled to appraisal. In the absence of such a determination, each party bears its own expenses.

Except as explained in the last sentence of this paragraph, at any time within sixty (60) days after the effective time of the merger, any Document Sciences stockholder who has demanded appraisal shall have the right to withdraw such stockholder’s demand for appraisal and to accept the merger consideration. After this sixty (60) day period, the Document Sciences stockholder may withdraw such stockholder’s demand for appraisal only with the consent of the surviving corporation. If no petition for appraisal is filed with the Delaware Court of Chancery within 120 days after the effective time of the merger, Document Sciences stockholders’ rights to appraisal shall cease and all Document Sciences stockholders shall be entitled only to receive the merger consideration. Inasmuch as the parties to the merger agreement have no obligation to file such a petition, and have no present intention to do so, any Document Sciences stockholder who desires that such petition be filed is advised to file it on a timely basis. No petition timely filed in the Delaware Court of Chancery demanding appraisal shall be dismissed as to any Document Sciences stockholders without the approval of the Delaware Court of Chancery, and that approval may be conditioned upon such terms as the Delaware Court of Chancery deems just.

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The foregoing is a brief summary of Section 262 that sets forth the procedures for demanding statutory appraisal rights. This summary is qualified in its entirety by reference to Section 262, a copy of the text of which is attached hereto as Annex C. Failure to comply with all the procedures set forth in Section 262 will result in the loss of a Document Sciences stockholder’s statutory appraisal rights under Delaware law.

Summary of California Dissenters’ Rights.

Under existing case law, it is unclear whether Document Sciences stockholders have dissenters’ rights under California law. Assuming such rights are available, pursuant to Chapter 13 of the CCC, the holders of Document Sciences common stock have the right to dissent from the merger and, if the merger is consummated, to receive cash compensation equal to the fair market value of their shares. The fair market value of any dissenting shares will be determined as of the day before the first announcement of the terms of the merger, excluding any appreciation or depreciation as a result of the merger, but adjusted for any stock split, reverse stock split, or share dividend which become effective thereafter. In such event, the dissenting stockholders will have the rights and duties and must follow the procedures set forth in Chapter 13 of the CCC in order to perfect such rights. The following is a brief summary of Chapter 13, which sets forth the procedures for demanding statutory dissenters’ rights. This summary is qualified in its entirety by reference to Chapter 13, a copy of the text which is attached to this proxy statement as Annex D.

All references in Chapter 13 and in this summary to a “stockholder” are to the record holder of the shares of our common stock as to which dissenters’ rights are asserted or such holder’s transferee of record. Failure to comply with the procedures specified in the CCC timely and properly will result in the loss of any dissenters’ rights under California law.

A person having a beneficial interest in shares of Document Sciences common stock held of record in the name of another person, such as a broker, bank or other nominee, must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect dissenters’ rights.

To exercise dissenters’ rights under the CCC, a stockholder must:

In order to not vote in favor of the merger agreement, a stockholder must:

The general process of exercising dissenters’ rights under California law is set forth in more detail below.

Demand for Purchase . A vote against approval and adoption of the merger agreement, without completing the additional steps outlined above, will not be deemed to satisfy the notice requirements under California law with respect to dissenters’ rights, and will therefore constitute a waiver of such rights under California law. Not later than 30 days after the date on which the notice of approval (described below) of the merger by the outstanding shares was mailed, a dissenting stockholder must make written demand upon the surviving corporation for the purchase of the dissenting shares and payment to the stockholder of their fair market value in cash. The demand shall state the number and class of the shares held of record by the stockholder that the

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stockholder demands to be purchased and shall contain a statement of what such stockholder claims to be the fair market value of those shares as of the day before announcement of the merger. The statement of the fair market value constitutes an offer by the stockholder to sell the shares at such price.

Endorsement of Shares . Within 30 days after the date on which the notice of approval (described below) of the merger by stockholders is mailed, a dissenting stockholder must submit the certificates representing any shares for which demand for purchase is being made to the principal office of the surviving corporation or the office of our transfer agent so said certificates may (a) be stamped or endorsed with a statement that the shares are dissenting shares, or (b) be exchanged for certificates of appropriate denomination so stamped or endorsed.

Notice of Approval of Merger . Within 10 days after the date of the approval and adoption of the merger agreement, a notice of the approval and adoption of the merger agreement shall be mailed to each stockholder who (a) did not return a written proxy approving and adopting the merger agreement or (b) was not present at the special meeting and did not vote in favor of the merger agreement. The notice shall be accompanied by a copy of Sections 1300, 1301, 1302, 1303, and 1304 of Chapter 13 of the CCC, a brief description of the procedure to be followed if the stockholder wishes to exercise his, her or its dissenters’ rights and a statement of the price determined by us to represent the fair market value of the dissenting shares. If the surviving corporation and the stockholder agree upon the price and agree that the shares are dissenting shares, the dissenting stockholder will be entitled to the agreed upon price plus the legal rate of interest on judgments from the date of the agreement. Payment of the agreed price plus the legal rate of interest on judgments shall be made within 30 days from the date of such agreement. If the surviving corporation and the stockholder fail to agree upon the fair market value of the shares, or whether the shares are dissenting shares, the stockholder may file a complaint with the California Superior Court within six months after the date on which notice of the approval of the merger agreement is mailed to stockholders requesting that the court determine the fair market value of the shares and/or whether the shares are dissenting shares.

Termination of Dissenting Stockholder Status . Dissenting shares lose their status as dissenting shares and the holders thereof lose the right to require us to purchase their shares if, among other things, any of the following events occur:

Purchases that Would Result in Insolvency . To the extent that the provisions of Chapter 5 of the CCC, which relates in part to a company’s ability to make distributions to its stockholders or to repurchase its capital stock, prevent the payment to any holders of dissenting shares of their fair market value, such stockholders will become creditors of the surviving corporation for the amount that they otherwise would have received in repurchase of their dissenting shares, plus interest at the legal rate on judgments until the date of payment, but subordinate to all other creditors in any liquidation proceeding, such debt to be payable when permissible under the provisions of Chapter 5 of the CCC.

The foregoing is a brief summary of Chapter 13 of the CCC that sets forth the procedures for demanding statutory dissenters’ rights. This summary is qualified in its entirety by reference to Chapter 13 of the CCC, a

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copy of the text of which is attached hereto as Annex D. Failure to comply with all the procedures set forth in Chapter 13 of the CCC will result in the loss of a Document Sciences stockholder’s statutory dissenters’ rights under California law.

Delisting and Deregistration of Document Sciences Common Stock

If the merger is completed, our common stock will no longer be traded on the Nasdaq Capital Market and will be deregistered under the Securities Exchange Act of 1934, as amended.

Material United States Federal Income Tax Consequences of the Merger

General. The following discussion summarizes the material U.S. federal income tax consequences of the merger that are generally applicable to U.S. holders of our common stock upon an exchange of their shares of our common stock for cash in the merger. This summary is based upon current provisions of the Internal Revenue Code of 1986, as amended (“Code”), existing Treasury Regulations and current administrative rulings and court decisions, all of which are subject to change. Any change, which may or may not be retroactive, could materially alter the tax consequences expressed in this proxy statement. This discussion assumes that you hold our common stock as a capital asset for investment.

This section does not discuss all of the U.S. federal income tax considerations that may be relevant to a particular stockholder in light of his or her individual circumstances or to stockholders subject to special treatment under the federal income tax laws, including, without limitation:

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This summary does not address the tax consequences of the merger under state, local and foreign laws or under U.S. federal tax law other than income tax law. In addition, the following discussion does not address the tax consequences of transactions effectuated before, after, or at the same time as the merger, whether or not they are in connection with the merger, including, without limitation, the exercise or cancellation of options, warrants or similar rights to purchase stock.

As used in this proxy statement, a “U.S. holder” means a holder of our common stock who is for U.S. federal income tax purposes:

Consequences of the merger to our stockholders. The receipt of cash by a U.S. holder in exchange for our common stock in the merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder will recognize capital gain or loss equal to the difference between the amount of cash received and the U.S. holder’s adjusted tax basis in our common stock exchanged in the merger. Gain or loss will be calculated separately for each block of shares, with each block of shares consisting of shares acquired at the same cost in a single transaction. Such gain or loss will be long-term capital gain or loss if the U.S. holder held our common stock for more than one year as of the effective time of the merger. Certain limitations apply to the deductibility of capital losses by U.S. holders.

Backup withholding A U.S. holder may be subject to federal income tax backup withholding at the rate of 28% with respect to a payment of cash in the merger unless the U.S. holder:

To prevent backup withholding and possible penalties, you should complete and sign the substitute Form W-9 included in the letter of transmittal, which will be sent to you if the merger is completed. Any amount withheld under these rules may be credited against the U.S. holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS.

Stockholders other than U.S. holders may be required to establish a basis for exemption from backup withholding on an appropriate Form W-8 (including a Form W-8BEN, W-8ECI, W-8EXP and W-8IMY), as applicable. If withholding is made and results in an overpayment of taxes by a non-U.S. holder, a refund may be obtained, provided that the required information is furnished to the IRS.

We strongly urge you to consult your own tax advisor as to the specific tax consequences to you of the merger, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws, in view of your particular circumstances.

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THE MERGER AGREEMENT

The following summary of the material terms of the merger agreement is qualified in its entirety by reference to the complete text of the merger agreement, which is incorporated by reference in this proxy statement and attached to this proxy statement as Annex A. The merger agreement has been included to provide you with information regarding its terms. It is not intended to provide you with any other factual information about Document Sciences or EMC. Such information can be found elsewhere in this proxy statement and in other public filings made by Document Sciences and EMC with the Securities and Exchange Commission, which are available without charge at www.sec.gov or as more fully described in the section titled “Where You Can Find Additional Information.” Our stockholders are urged to read the full text of the merger agreement in its entirety.

The Merger. Under the terms of the merger agreement, Esteem Merger Corporation, a wholly-owned subsidiary of EMC, will merge into Document Sciences and following completion of the merger Document Sciences will be a wholly-owned subsidiary of EMC.

Effective Time. Unless the parties agree otherwise, the completion of the merger will occur within three business days following the satisfaction or waiver of all of the closing conditions contained in the merger agreement or at such other time as the parties may agree. The merger will become effective upon the later of (i) acceptance by the Delaware Secretary of State of the parties’ filing of a certificate of merger, or (ii) a subsequent time of effectiveness that the parties agree to and specify in the certificate of merger. We are working with EMC to complete the merger as soon as practicable and are targeting completion of the merger during the first quarter of calendar year 2008. However, we cannot be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed.

Merger Consideration. Immediately prior to the effective time of the merger, any shares of Document Sciences capital stock held by Document Sciences itself or by EMC (other than shares held in a trust, fiduciary, or nominee capacity as a result of debts previously contracted) will be automatically canceled and cease to exist and no consideration will be paid for such shares. At the effective time of the merger, each other outstanding share of our common stock will be canceled and automatically converted into the right to receive $14.75 in cash, without interest and less applicable withholding taxes. The per share merger consideration will be equitably adjusted in the event of any stock split, reverse stock split, stock dividend, subdivision, reclassification, combination, recapitalization or exchange of shares with respect to our common stock that occurs prior to the effective time of the merger.

Dissenting Shares. Pursuant to the terms of the merger agreement, shares of Document Sciences capital stock outstanding immediately prior to the effective time of the merger and held by a holder who has not voted in favor of the merger or consented thereto in writing and who has properly demanded and perfected appraisal rights under Section 262 of the DGCL, will not be converted into or be exchangeable for the right to receive the $14.75 per share consideration otherwise payable with respect to such shares, unless and until such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. If, after the effective time, any such holder fails to perfect or withdraws or loses his, her or its right to appraisal, such holder’s shares will be treated as if they had been converted as of the effective time of the merger into the right to receive $14.75 per share in cash, without interest. Document Sciences has agreed to give EMC reasonably prompt notice of any demands received by us for appraisal of Shares pursuant to the DGCL and the opportunity to participate in all negotiations and proceedings with respect to such demands. Document Sciences has also agreed that prior to the effective time of the merger, we will not, except with the prior written consent of EMC, make any payment with respect to, or settle or offer to settle, any such demands.

Equity Plans. As of the record date, 1,774,326 options to purchase the capital stock of Document Sciences were issued and outstanding. At the effective time of the merger, each outstanding option to purchase our stock (whether vested or unvested) will be deemed fully vested and be cancelled, and each holder of such option will be entitled to receive in exchange for such option an amount in cash equal to the product of (a) the number of

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shares for which such option is exercisable and (b) the excess of the per share price of $14.75 to be paid with respect to our common stock in the merger over the exercise price of such option for each share represented by such option, less any applicable tax withholdings.

As of the record date, 140,243 unvested shares of restricted stock of Document Sciences were issued and outstanding. Under the terms of the merger agreement, as of the effective time, each issued and outstanding share of restricted stock (whether vested or unvested) will be cancelled and be converted into the right to receive the per share price of $14.75 to be paid with respect to our common stock in the merger, less any applicable tax withholdings.

The rights of the participants in the ESPP with respect to any offering period under the ESPP that was underway immediately prior to the date of execution of the merger agreement will be determined by treating the date that was fifteen business days after the date of execution of the merger agreement as the last day of such offering period and by making any other pro-rata adjustments necessary to reflect the shortened offering period but otherwise treating such shortened offering period as a fully effective and completed offering period for all purposes under the ESPP. We have agreed with EMC that no offering period under the ESPP will commence on or after the date of execution of the merger agreement.

Exchange of Stock Certificates. As promptly as practicable following the completion of the merger, the paying agent will mail to each holder of record of our common stock that was issued and outstanding immediately prior to the effective time of the merger a letter of transmittal, which will include instructions for surrender of certificates that represent shares of our common stock in exchange for the merger consideration. These instructions will also explain what to do in the event that a certificate has been lost, stolen or destroyed. The letter of transmittal will specify that delivery of stock certificates, as the case may be, will be effected and the risk of loss and title to your stock certificates will pass only upon the receipt of the certificates by the paying agent together with a properly completed and validly executed letter of transmittal. Until surrendered, each stock certificate will be deemed to represent only the right to receive, upon its surrender, the merger consideration into which the shares of our common stock previously represented by such certificate have been converted. No interest will be paid or will accrue on the cash payable upon the surrender of any certificate.

Representations and Warranties. The merger agreement contains representations and warranties of Document Sciences and EMC customary for agreements of this nature with regard to their respective businesses, financial condition and other facts pertinent to the merger. The representations made by us relate to the following:

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In the merger agreement, EMC and Esteem Merger Corporation made representations and warranties to us relating to the following:

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The assertions embodied in our representations and warranties summarized above are qualified by information in a confidential disclosure schedule that we provided EMC in connection with the signing of the merger agreement. The disclosure schedule contains information that modifies, qualifies and creates exceptions to the representations and warranties of Document Sciences contained in the merger agreement, including certain nonpublic information. Accordingly, you should not rely on our representations and warranties as characterizations of the actual state of facts, since they are modified in part by the underlying disclosure schedule. Moreover, information concerning the subject matter of our representations and warranties may have changed since the date of the merger agreement and the representations and warranties will not reflect any such subsequent changes in facts.

Definition of Material Adverse Effect. Several of the representations and warranties made by us and EMC in the merger agreement and certain conditions to EMC’s performance of its obligations under the merger agreement are qualified by reference to whether the item in question would have a “material adverse effect” on us or EMC, as the case may be.

The merger agreement provides that a “material adverse effect,” with respect to Document Sciences, means any event, change, circumstance, effect or state of facts that is, or would reasonably be expected to be, materially adverse to (i) the business, financial condition or results of operations of Document Sciences and our subsidiaries, taken as a whole or (ii) the ability of the Document Sciences to perform, in all material respects, our obligations under the merger agreement or to consummate the transactions contemplated thereby. However, except to the extent otherwise set forth below, “material adverse effect” does not include the effect of any circumstance, change, development, event or state of facts arising out of or attributable to any of the following:

In the cases of paragraphs (a), (b), (f) and (g) above, to the extent such circumstance, change, development, event or state of facts has had a materially disproportionate effect on Document Sciences and our subsidiaries in comparison to other companies in the same industry as Document Sciences, such circumstance, change, development, event or state of facts will be considered in the determination of the occurrence of a “material adverse effect.”

Covenants Relating to the Conduct of Our Business. During the period between the date of the merger agreement and the effective time of the merger, we have agreed with EMC that we will conduct our business in the ordinary course in all material respects (except as expressly contemplated by the merger agreement or otherwise consented to by EMC), and that we will use our commercially reasonable efforts to preserve intact, in all material respects, our business organization.

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Prior to the effective time of the merger, we have agreed not to do any of the following, nor to permit our subsidiaries to do any of the following (except as contemplated by the merger agreement or consented to in writing by EMC):

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We have also agreed that prior to the effective time of the merger, we will deliver to EMC evidence that we have terminated all of our obligations under, and that all encumbrances have been released in connection with, our Loan and Security Agreement with Silicon Valley Bank, dated as of June 8, 2007. In addition, we have agreed that prior to the effective date of the merger, we will not amend the Amended and Restated Management Incentive Retention Plan.

Acquisition Proposals by Third Parties. We have agreed that neither we nor any of our subsidiaries will, nor will we authorize or permit any of our respective officers, directors, affiliates or employees or any investment banker, attorney or other advisor or representative retained by us to, directly or indirectly:

We have also agreed that we will immediately cease and terminate any existing activities, discussions or negotiations with any persons that were conducted by us prior to the date of the merger agreement with respect to any acquisition proposal.

Even though we have agreed to the provisions described above relating to the non-solicitation of acquisition proposals, our board of directors may:

Furthermore, notwithstanding the foregoing restrictions with respect to acquisition proposals by third parties, at any time prior to obtaining stockholder approval and adoption of the merger proposal, we or our board of directors, directly or indirectly through advisors, agents or other intermediaries, may furnish information concerning our businesses, properties or assets (including those of our subsidiaries) to any person or group including furnishing nonpublic information pursuant to an appropriate confidentiality agreement, and may engage in discussions and negotiations with such person or group concerning an acquisition if, and only if:

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We have agreed that we will immediately advise EMC of any proposal or inquiry received by us with respect to any acquisition proposal.

Additionally, we have agreed with EMC that neither the special committee nor our board of directors may (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to EMC, the approval or recommendation of the special committee and our board of directors of the merger agreement or the transactions contemplated thereby, (ii) approve or recommend, or propose to approve or recommend, any acquisition proposal, or (iii) enter into any agreement with respect to any acquisition proposal unless:

However, no such action may be taken by us in response to a superior proposal until after the third business day following EMC’s receipt of written notice from us advising EMC that our board of directors intends to take such action and specifying the terms and conditions of such superior proposal. Furthermore, in determining whether to take such action in response to a superior proposal, our board of directors must take into account any changes to the terms of the merger agreement proposed by EMC in response to our intention to take such action or otherwise, in determining whether such third party acquisition proposal still constitutes a superior proposal.

Definitions of Acquisition Proposal and Superior Proposal. For purposes of the merger agreement (and this summary), “acquisition proposal” means, other than the transactions contemplated by the merger agreement, any proposal or offer from a third party to acquire beneficial ownership of all or a material portion of the assets of Document Sciences or any of our material subsidiaries or 50% or more of any class of equity securities of Document Sciences or of any such subsidiaries pursuant to a merger, consolidation or other business combination, sale of shares of capital stock, sale of assets, tender offer, exchange offer or similar transaction with respect to either Document Sciences or any such subsidiaries.

For purposes of the merger agreement (and this summary), “superior proposal” means an unsolicited bona fide written acquisition proposal obtained after the date of execution of the merger agreement and not in breach of the merger agreement for at least a majority of the outstanding equity securities of Document Sciences or 50% or more of the consolidated assets of Document Sciences and our subsidiaries, and (i) on terms which our board of directors determines in good faith, after taking into account, among other things, all the terms and conditions of the acquisition proposal and the advice of our independent financial advisor, to be more favorable to our stockholders than those provided under the merger agreement taking into account at the time of determination any changes to the terms of the merger agreement that as of such time have been proposed by EMC, (ii) for which financing, to the extent required, is then committed or which in the good faith judgment of our board of directors is capable of being obtained by the third party making such acquisition proposal, and (iii) which, in the good faith judgment of our board of directors, is likely to be consummated.

Conditions to the Closing of the Merger. The merger will be completed only if certain conditions are satisfied or waived, including the following:

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Additional Conditions to the Obligation of EMC and Esteem Merger Corporation. The obligations of EMC and Esteem Merger Corporation to complete the merger are subject to the satisfaction or waiver of each of the following additional conditions:

Additional Conditions to Our Obligation. Our obligation to effect the merger is further subject to the satisfaction or waiver, on or prior to the closing date of the merger, of the following conditions:

Termination. The merger agreement may be terminated, and the merger may be abandoned at any time prior to the effective time of the merger, by mutual written consent of the parties to the merger agreement, or by either EMC or us:

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The merger agreement may be terminated, and the merger may be abandoned at any time prior to the effective time, by EMC if:

The merger agreement may be terminated, and the merger may be abandoned at any time prior to the effective time, by us if:

Termination Fee. The merger agreement requires that we pay EMC an aggregate termination fee of $3,000,000 if the merger agreement is terminated either (i) by us because our board of directors determines to accept a superior proposal in accordance with the terms of the merger agreement, or (ii) by EMC because we or our board of directors have (A) withdrawn, modified or changed in a manner adverse to EMC, our or its approval or recommendation of the merger or the merger agreement, (B)(1) approved, adopted, endorsed or recommended any acquisition proposal or (2) approved, adopted, endorsed or recommended, or entered into or allowed us or any of our subsidiaries to enter into, a letter of intent, agreement in principle or definitive agreement for an acquisition proposal, (C) breached any of our obligations to call a special meeting of our stockholders and to file with the SEC and disseminate to our stockholders this proxy, or our covenant not to solicit acquisition proposals, or (D) authorized or publicly proposed any of the foregoing.

Access to Information; Confidentiality. We have agreed to afford EMC and its officers, employees, agents, accountants, counsel and other representatives with reasonable access, upon reasonable notice, to all of our officers, employees, agents, accountants, counsel and other representatives and to our properties, offices, plants and other facilities, books and records, and to furnish EMC with such financial, operating and other data and information as it may reasonably request. Such access or furnishing of information must be conducted at EMC’s expense, during normal business hours, under the supervision of our personnel and in such a manner as not

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unreasonably to interfere with our normal operations or the normal operations of our subsidiaries. We have also agreed that we and EMC, respectively, will notify the other party of any communication received from any governmental authority relating to the matters that are the subject of the merger agreement and permit the other party to review in advance any proposed communication by such party to any governmental authority. All of these disclosures are governed by a confidentiality agreement, dated as of October 11, 2007, between EMC and Document Sciences.

Regulatory Approvals. The merger agreement obligates EMC and us to use our respective commercially reasonable efforts to obtain all consents and approvals and make all filings with and give all notices to governmental or regulatory entities or other parties required for the completion of the merger. One of the conditions to both Document Sciences’ and EMC’s obligations to complete the merger contained in the merger agreement is the expiration or termination of any applicable waiting period under the HSR Act and the rules under the HSR Act. On January 25, 2008, EMC and Document Sciences filed HSR Act notification forms with the Department of Justice and the Federal Trade Commission. The initial waiting period will expire on February 25, 2008 unless terminated earlier or extended by the issuance of a request for additional information and documentary materials.

We are not aware of any other regulatory approvals or actions that are required for completion of the merger.

Employee Matters. EMC has agreed for a period of one year following the effective time of the merger to provide, or cause to be provided, to our employees and the employees of our subsidiaries, compensation and employee benefits that, in the aggregate, are substantially the same as those provided to similarly situated employees of EMC. Additionally, EMC has agreed to provide, or cause to be provided, to any of our employees who are terminated during such one-year period following the effective time of the merger, severance benefits that, in the aggregate, are substantially the same as provided to similarly situated employees of EMC. From and after the effective time of the merger, EMC shall cause the surviving corporation of the merger and its subsidiaries, as applicable, to honor in accordance with the terms of existing employment, severance, change of control and salary continuation agreements between us or any of our subsidiaries and any current or former officer, director, employee or consultant of Document Sciences or any of our subsidiaries or group of such officers, directors, employees or consultants, in each case, to the extent we or any of our subsidiaries would have been required to perform such agreement. Under the merger agreement, EMC must also honor all unused vacation, holiday, sickness and personal days accrued by our employees and the employees of our subsidiaries under our policies and practices. Finally, EMC must provide each of our employees for purposes of eligibility, vesting and level of benefits (but not benefit accrual under any defined benefit pension plan) with credit for all service with Document Sciences and our affiliates under each employee benefit plan, policy, program or arrangement in which such employee is eligible to participate.

Brokers and Finders. EMC and we have represented to each other that no agent, broker, investment banker or financial advisor is or will be entitled to any fees or commissions in connection with the merger other than RBC (whose fees and expenses Document Sciences will pay), and that if the merger agreement is terminated prior to closing, we will indemnify each other for any claims, liabilities or obligations with respect to any such fees or commissions.

Director’s and Officer’s Indemnification. From and after the effective time of the merger, EMC will assume, and will cause the surviving corporation in the merger to (i) fulfill and honor, in all respects our obligations under all indemnification agreements that we have entered into with our current and former directors and officers prior to the closing date of the merger, and (ii) otherwise indemnify, defend and hold harmless each person who was at the time of execution of the merger agreement, at anytime prior to such date, or who becomes prior to the effective time of the merger, a director or officer of Document Sciences or any of our subsidiaries. EMC is also obligated to maintain our directors’ and officers’ liability insurance or purchase “tail period” coverage for a period of six years after the completion of the merger; provided the annual cost is not greater than 200% of our current annual premium, in which case EMC is obligated to provide as much insurance as may be purchased at such cost.

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Notice. EMC and we have agreed to notify each other of any fact, change, condition, circumstance or occurrence or nonoccurrence of any event that will or is reasonably likely to result in any of the closing conditions contained in the merger agreement becoming incapable of being satisfied.

Expenses. Except for the termination fee payable under certain circumstances in a termination of the merger agreement, whether or not the merger is completed, EMC and we are each responsible for all of our respective costs and expenses incurred in connection with the merger.

Public Announcements. EMC and we have agreed to consult with each other prior to issuing or making, and will provide each other with a the opportunity to review and comment upon, any press releases or other public statements with respect to the transactions contemplated by the merger agreement, and we will not issue any such press release or make any such public statement without consulting with the other, except as may be required by applicable law, stock exchange or Nasdaq rule or applicable listing agreement.

Amendment, Extension and Waiver. The merger agreement may be amended by the parties at any time before or after our stockholders have approved and adopted the merger agreement, provided, that after the stockholders approve and adopt the merger agreement, no amendment of the merger agreement will be made which, by law or in accordance with the rules of the Nasdaq Stock Market, requires further approval and adoption by our stockholders, unless so approved and adopted by our stockholders.

At any time prior to the effective time of the merger, any party may (i) extend the time for the performance of any of the obligations or other acts of the other parties to the merger agreement, (ii) waive any inaccuracies in the representations and warranties made to such party in the merger agreement or in any document delivered pursuant to the merger agreement or (iii) waive compliance with any of the agreements or conditions for the benefit of such party contained in the merger agreement. Any agreement on the part of a party to any such extension or waiver must be in writing and signed on behalf of such party to be valid. Any delay in exercising any right provided to a party under the merger agreement will not constitute a waiver of such right.

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ADJOURNMENT OF THE SPECIAL MEETING

(Proposal 2)

We are submitting a proposal for consideration at the special meeting to authorize the named proxies to approve any adjournments of the special meeting if there are not sufficient votes to approve and adopt the merger agreement at the time of the special meeting or any adjournment or postponement of that meeting. Even though a quorum may be present at the special meeting or any such adjournment or postponement, it is possible that we may not have received sufficient votes to approve and adopt the merger agreement by the time of the special meeting or such adjournment or postponement. In that event, we would need to adjourn the special meeting in order to solicit additional proxies. The adjournment proposal relates only to an adjournment of the special meeting for purposes of soliciting additional proxies to obtain the requisite stockholder approval to adopt the merger agreement. Any other adjournment of the special meeting (e.g., an adjournment required because of the absence of a quorum) would be voted upon pursuant to the discretionary authority granted by the proxy.

The proposal to approve one or more adjournments of the special meeting requires the affirmative vote of holders of a majority of the shares of our common stock present or represented at the special meeting and entitled to vote on the proposal.

To allow the proxies that have been received by us at the time of the special meeting to be voted for an adjournment, if determined necessary by Document Sciences, we are submitting a proposal to approve one or more adjournments, and only under those circumstances, to you for consideration. Our board recommends that you vote “FOR” the adjournment proposal so that proxies may be used for that purpose, should it become necessary. Properly executed proxies will be voted “FOR” the adjournment proposal, unless otherwise indicated on the proxies. If the special meeting is adjourned for 30 days or less, we are not required to give notice of the time and place of the adjourned meeting unless our board fixes a new record date for the special meeting.

The adjournment proposal relates only to an adjournment of the special meeting occurring for purposes of soliciting additional proxies for approval and adoption of the merger agreement proposal in the event that there are insufficient votes to approve and adopt that proposal. Our board retains full authority to the extent set forth in our bylaws and Delaware law to adjourn the special meeting for any other purpose, or to postpone the special meeting before it is convened, without the consent of any of our stockholders.

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On December 26, 2007, the last full trading day prior to the public announcement of the proposed merger, our common stock closed at $8.24. On February 4, 2008, the last practicable trading day prior to the date of this proxy statement, our common stock closed at $ 14.56.

We have never declared or paid cash dividends on our common stock. Our current policy is to retain earnings for use in our business. Following the merger, there will be no further market for our common stock.

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