<SUBMISSION>
<ACCESSION-NUMBER>0001011438-01-500383
<TYPE>SC TO-T/A
<PUBLIC-DOCUMENT-COUNT>1
<FILING-DATE>20011221
<GROUP-MEMBERS>EM HOLDINGS, INC.
<GROUP-MEMBERS>EMACHINES, INC.
<GROUP-MEMBERS>EMPIRE ACQUISITION CORP.
<GROUP-MEMBERS>LAP SHUN HUI
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>EMACHINES INC /DE/
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<CITY>IRVINE
<STATE>CA
<ZIP>92606
<PHONE>7144812828
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<CONFORMED-NAME>HUI LAP SHUN
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<STREET1>7373 HUNT AVE
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<CITY>GARDEN GROVE
<STATE>CA
<ZIP>92841
<PHONE>7143795599
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<DOCUMENT>
<TYPE>SC TO-T/A
<SEQUENCE>1
<FILENAME>scto-ta_13e3a.txt
<DESCRIPTION>SC13E-3/A
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   -----------

                                   SCHEDULE TO

            TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                (Amendment No. 6)



                                 EMACHINES, INC.
                       (Name of Subject Company (Issuer))

                                EM HOLDINGS, INC.
                            EMPIRE ACQUISITION CORP.
                                  LAP SHUN HUI
                    (Name of 14d-1 and 13e-3 Filing Persons)

                                 EMACHINES, INC.
                     (Name of 13e-4 and 13e-3 Filing Person)

                                  COMMON STOCK
                         (Title of Class of Securities)

                                   29076P 10 Z
                      (CUSIP Number of Class of Securities)


     LAP SHUN (JOHN) HUI                                WAYNE R. INOUYE
       7373 HUNT AVENUE                           14350 MYFORD ROAD, SUITE 100
GARDEN GROVE, CALIFORNIA 92841                      IRVINE, CALIFORNIA 92606
        (714) 890-8388                                   (714) 481-2828

  (Name, address, and Telephone Number of Persons Authorized to Receive Notices
         and Communications on Behalf of the Person(s) Filing Statement)

            With a copy to:                            With a copy to:
         MURRAY MARKILES, ESQ.                        JOHN A. FORE, ESQ.
AKIN, GUMP, STRAUSS, HAUER & FELD L.L.P.           STEVE L. CAMAHORT, ESQ.
   2029 CENTURY PARK EAST, SUITE 2400          WILSON SONSINI GOODRICH & ROSATI
     LOS ANGELES, CALIFORNIA 90067                 PROFESSIONAL CORPORATION
             (310) 229-1000                           650 PAGE MILL ROAD
                                                 PALO ALTO, CALIFORNIA 94304
                                                        (650) 493-9300

                                   -----------

                            CALCULATION OF FILING FEE
             TRANSACTION VALUATION*              AMOUNT OF FILING FEE**
             ----------------------              ----------------------
                  $164,265,587                           $32,854


*       Estimated for purposes of filing fee only. Calculated based on the
        product of $1.06, the per share tender offer price for all the
        outstanding shares of common stock of eMachines, Inc. (the "Common
        Stock"), multiplied by 154,967,534 (which includes 9,415,955 shares
        issuable pursuant to the exercise of outstanding stock options).


<PAGE>


**      The amount of the filing fee, calculated in accordance with Rule 0-11(d)
        of the Securities Exchange Act of 1934, as amended, equals 1/50th of one
        percent of the aggregate value of the cash offered by Empire Acquisition
        Corp. for such number of Common Shares and the shares issuable pursuant
        to the outstanding options.

|X| Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.

Amount Previously Paid....$32,854            Filing Parties..EM Holdings, Inc.
                                                             Empire Acquisition
                                                                Corp.
                                                             Lap Shun Hui
                                                             (14d-1 and 13e-3
                                                                filing parties)
                                                             eMachines, Inc.
                                                             (13e-4 and 13e-3
                                                                filing party)
Form or Registration No....Schedule TO        Date Filed......November 27, 2001
                           Amend. No. 4                       December 20, 2001
                           to Schedule TO


|_| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

        Check the appropriate boxes below to designate any transactions to which
the statement relates:

        |X|    third-party tender offer subject to Rule 14d-1.
        |X|    issuer tender offer subject to Rule 13e-4.
        |X|    going-private transaction subject to Rule 13e-3.
        |_|    amendment to Schedule 13D under Rule 13d-2.

        Check the following box if the filing is a final amendment reporting the
results of the tender offer: |_|


                                     Page 2
<PAGE>


        This Amendment No. 6 amends and supplements the Tender Offer Statement
on Schedule TO filed with the SEC on November 27, 2001, as amended and
supplemented by Amendment No. 1 filed with the SEC on November 29, 2001,
Amendment No. 2 filed with the SEC on December 5, 2001, Amendment No. 3 filed
with the SEC on December 17, 2001, Amendment No. 4 filed with the SEC on
December 20, 2001 and Amendment No. 5 filed with the SEC on December 20, 2001
(the "Schedule TO"), relating to the offer by Empire Acquisition Corp. (the
"Purchaser"), a Delaware corporation and a direct wholly-owned subsidiary of EM
Holdings, Inc. (the "Parent"), a Delaware corporation, to purchase all of the
issued and outstanding shares of common stock of eMachines, Inc. (the
"Company"), a Delaware corporation, at a price of $1.06 per share of common
stock, net to the seller in cash, without interest, less any required
withholding taxes upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated November 27, 2001 (the "Offer to Purchase"), and in the
related Letter of Transmittal (which, as they may be amended and supplemented
from time to time, together constitute the "Offer"). Copies of the Offer to
Purchase and the Letter of Transmittal were filed as Exhibits (a)(1) and (a)(2),
respectively, to the Schedule TO, as amended.

ALL ITEMS.

        The information in the Schedule TO, as amended, is hereby expressly
incorporated herein by reference in response to all of the items of this
Amendment No. 6, except as otherwise set forth below. You should read this
amendment together with the Schedule TO we filed on November 27, 2001, the
Amendment No. 1 to Schedule TO we filed on November 29, 2001, the Amendment No.
2 to Schedule TO we filed on December 5, 2001, the Amendment No. 3 to Schedule
TO we filed on December 17, 2001, the Amendment No. 4 to Schedule TO we filed
on December 20, 2001 and the Amendment No. 5 to Schedule TO we filed on
December 20, 2001.

ITEM 11.

        Item 11 of Schedule TO is hereby amended and supplemented by including
the following:

        On December 20, 2001, the court in the matter of DAVID PACKARD, ON
BEHALF OF HIMSELF AND ALL OTHER SIMILARLY SITUATED, V. EMACHINES, INC. granted
an order withdrawing and vacating the temporary restraining order previously
issued enjoining the merger. The court also granted the intervenor plaintiff's
motion for non-suit and dismissed the intervenor plaintiff's causes of action
for fraudulent transfer, injunctive relief and request for temporary restraining
order. The full text of the press release issued by the Parent and the Company
on December 20, 2001 announcing the court order removing the temporary
restraining order is filed as exhibit (a)(15) hereto.

ITEM 12.

(a)(15) Text of Press Release issued by EM Holdings, Inc. and eMachines, Inc. on
December 20, 2001.


                                     Page 3
<PAGE>


                                    SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify
the information set forth in this statement is true, complete and correct.

Dated:  December 21, 2001                EM HOLDINGS, INC.


                                         By:     /S/ LAP SHUN HUI
                                         Name:   Lap Shun Hui
                                                ------------------------------
                                         Title: President



Dated:  December 21, 2001                EMPIRE ACQUISITION CORP.


                                         By:     /S/ LAP SHUN HUI
                                         Name:   Lap Shun Hui
                                                ------------------------------
                                         Title: President



Dated:  December 21, 2001                By:     /S/ LAP SHUN HUI
                                                ------------------------------
                                         Name:   Lap Shun Hui



Dated:  December 21, 2001                EMACHINES, INC.


                                         By:     /S/ WAYNE R. INOUYE
                                                ------------------------------
                                         Name:   Wayne R. Inouye
                                         Title:  President and Chief Executive
                                                 Officer


                                     Page 4
<PAGE>


                                  EXHIBIT INDEX

(a)(1)    Offer to Purchase, dated November 27, 2001.(1)

(a)(2)    Letter of Transmittal.(1)

(a)(3)    Notice of Guaranteed Delivery.(1)

(a)(4)    Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
          and Other Nominees.(1)

(a)(5)    Form of Letter to Clients for Use by Brokers, Dealers, Commercial
          Banks, Trust Companies and Other Nominees.(1)

(a)(6)    Text of Press Release issued by EM Holdings, Inc. on November 9,
          2001.(2)

(a)(7)    Text of Press Release issued by EM Holdings, Inc. and eMachines, Inc.
          on November 20, 2001.(3)

(a)(8)    Summary Advertisement published in the Wall Street Journal on November
          27, 2001.(1)

(a)(9)    Text of Press Release issued by EM Holdings, Inc. and eMachines Inc.
          on December 14, 2001.(5)

(a)(10)   Amendment and Supplement to Offer to Purchase, dated December 20,
          2001. (14)

(a)(11)   Schedule 14D-9 filed by eMachines, Inc. on November 27, 2001, as
          amended or supplemented from time to time.(6)

(a)(12)   Letter to the Stockholders of eMachines, Inc., dated November 27,
          2001.(6)

(a)(13)   Information Statement Pursuant to Section 14(f) of the Securities
          Exchange Act of 1934 and Rule 14f-1 thereunder.(6)

(a)(14)   Text of Press Release issued by EM Holdings, Inc. and eMachines, Inc.
          on December 19, 2001. (14)

(a)(15)   Text of Press Release issued by EM Holdings, Inc. and eMachines, Inc.
          on December 20, 2001.

(b)(1)    Credit Agreement, dated November 26, 2001, by and among Empire
          Acquisition Corp., EM Holdings, Inc., UBS AG, Stamford Branch and UBS
          Warburg LLC.(1)

(c)(1)    Fairness Opinion, dated as of November 19, 2001, by Credit Suisse
          First Boston.(1)

(c)(2)    Fairness Opinion, dated as of November 19, 2001, by Averil Capital
          Markets Group, Inc.(1)

(c)(3)    Presentation to the Board of Directors by Credit Suisse First Boston
          Corporation on November 18, 2001. (14)

(d)(1)    Amended and Restated Agreement and Plan of Merger, dated November 26,
          2001, by and among EM Holdings, Inc., Empire Acquisition Corp. and
          eMachines, Inc.(1)

(d)(2)    Buyer Option Agreement, dated November 19, 2001, by and among EM
          Holdings, Inc., Empire Acquisitions Corp. and eMachines, Inc.(3)

(d)(3)    Stock Purchase Agreement, dated October 30, 2001, by and between Lap
          Shun Hui and ideallab! Holdings, L.L.C.(4)

(d)(4)    Confidentiality Agreement, dated November 12, 2001, by and among EM
          Holdings, Inc., eMachines, Inc. and Lap Shun (John) Hui.(1)

(d)(5)    Amendment No. 1 to Amended and Restated Agreement and Plan of Merger,
          dated December 14, 2001, by and among EM Holdings, Inc., Empire
          Acquisition Corp. and eMachines, Inc. (14)

(d)(6)    Employment Agreement dated February 23, 2001 with Wayne R. Inouye.(7)

(d)(7)    Employment Agreement dated April 30, 2001 with Adam Andersen.(8)

(d)(8)    Employment Agreement dated May 1, 2001 with Mike Zimmerman.(9)

(d)(9)    Employment Agreement dated May 7, 2001 with Bob Davidson.(9)

(d)(10)   Form of Indemnification Agreement.(10)

(d)(11)   Subordinated Promissory Note dated as of June 7, 1999 for Korea Data
          Systems America, Inc.(10)

(d)(12)   Original Design Manufacture Agreement between TriGem Computer, Inc.
          and eMachines, Inc. dated as of January 24, 2000.(11)

(d)(13)   Amendment No. One to Original Design Manufacture Agreement between
          eMachines and TriGem Computer, Inc.(12)

(d)(14)   Amendment No. Two to Original Design Manufacture Agreement between
          TriGem, dated as of October 31, 2001, between eMachines, Inc. and
          TriGem Computer, Inc.(13)

(d)(15)   Settlement and Release Agreement, dated as of October 31, 2001,
          between eMachines, Inc., TriGem Computer, Inc. and TriGem American
          Corporation.(13)


                                     Page 5
<PAGE>


(f)       Section 262 of the Delaware General Corporation Law regarding
          appraisal rights.(1)

(g)       None.

(h)       None.

------------------

(1)       Previously filed on Schedule TO with the SEC on November 27, 2001 by
          EM Holdings, Inc., Empire Acquisition Corp., Lap Shun (John) Hui and
          eMachines, Inc.

(2)       Previously filed on Schedule TO-C filed with the SEC on November 14,
          2001 by Empire Acquisition Corp., EM Holdings, Inc. and Lap Shun Hui.

(3)       Previously filed on Schedule TO-C with the SEC on November 20, 2001 by
          Empire Acquisition Corp., EM Holdings, Inc. and Lap Shun (John) Hui
          and on Schedule 14D-9 filed with the SEC on November 27, 2001 by
          eMachines, Inc.

(4)       Previously filed on Schedule 13D filed with the SEC on November 9,
          2001 by Empire Acquisition Corp., EM Holdings, Inc. and Lap Shun
          (John) Hui.

(5)       Previously filed on Amendment No. 3 to Schedule TO with the SEC on
          December 17, 2001 by EM Holdings, Inc., Empire Acquisition Corp. and
          Lap Shun (John) Hui.

(6)       Previously filed on Schedule 14D-9 with the SEC on November 27, 2001,
          as amended and supplemented from time to time, by eMachines, Inc.

(7)       Previously filed on Form 8-K with the SEC on March 8, 2001 by
          eMachines, Inc.

(8)       Previously filed on Form 8-K with the SEC on April 27, 2001 by
          eMachines, Inc.

(9)       Previously filed on Form 8-K with the SEC on May 8, 2001 by eMachines,
          Inc.

(10)      Previously filed on Form S-1 Registration Statement with the SEC on
          August 31, 1999 by eMachines, Inc.

(11)      Previously filed on Form S-1 Registration Statement with the SEC on
          March 2, 2000 by eMachines, Inc.

(12)      Previously filed on Form 8-K with the SEC on January 24, 2000 by
          eMachines, Inc.

(13)      Previously filed on Form 8-K with the SEC on November 30, 2001 by
          eMachines, Inc.

(14)      Previously filed on Amendment No. 4 to Schedule TO with the SEC on
          December 20, 2001 by EM Holdings, Inc., Empire Acquisition Corp., Lap
          Shun (John) Hui and eMachines, Inc.


                                     Page 6
<PAGE>


                                EXHIBIT (A)(15)



                                            NEWS
                                            FOR IMMEDIATE RELEASE

                                            Contact:
                                            Mike Kilroy or Rick Havacko
                                            Maples Communications
                                                   (949) 253-8737
                                            MKILROY@MAPLES.COM



       EMACHINES, INC. AND EM HOLDINGS, INC. ANNOUNCE COURT ORDER REMOVING
                           TEMPORARY RESTRAINING ORDER

     IRVINE, CALIF., DEC. 20, 2001 -- Earlier today, the court in the matter of
David Packard, on behalf of himself and all other similarly situated, v.
eMachines, Inc. granted an order withdrawing and vacating the temporary
restraining order previously issued enjoining the merger. Also, the court
granted the intervenor plaintiff's motion for non-suit and dismissed the
intervenor plaintiff's causes of action for fraudulent transfer, injunctive
relief and request for temporary restraining order.

     The tender offer for all the outstanding shares of common stock of
eMachines made by Empire Acquisition Corp., a wholly owned subsidiary of EM
Holdings, expires at 9:00 a.m., Eastern time, on Friday, Dec. 28, 2001.

ABOUT EMACHINES, INC.

eMachines, Inc. (OTCBB:EEEE) is a leading provider of affordable, high-value
personal computers. Founded in September 1998, eMachines began selling its
low-cost eTower(R) desktop computers in November 1998. In June 1999, eMachines
sold the third-highest number of PCs through retailers in the United States,
according to leading market research organizations, and presently holds this
number three market share position. Since inception, eMachines has shipped more
than four-million PCs through leading national and international retailers,
catalog and online merchandisers. Approximately one of every two eMachines
consumers is a first-time PC buyer, based on owner registrations with eMachines.
eMachines' Web site is located at http://www.emachines.com.

WHERE TO FIND MORE INFORMATION

Holders of securities should read each of the tender offer statement on Schedule
TO (including a "going-private" Transaction Statement on Schedule 13E-3) filed
by EM Holdings and eMachines and the Solicitation/Recommendation Statement on
Schedule 14D-9 filed by eMachines with the


<PAGE>


U.S. Securities and Exchange Commission, as each contains important information
about the tender offer. Investors can obtain such tender offer statement on
Schedule TO and such Solicitation/Recommendation Statement on Schedule 14D-9 and
Transaction Statement on Schedule 13E-3, and other documents to be filed by EM
Holdings and eMachines, for free from the U.S. Securities and Exchange
Commission's website at http://www.sec.gov. In addition, the Schedule 14D-9 and
Transaction Statement on Schedule 13E-3 and other documents to be filed with the
U.S. Securities and Exchange Commission by eMachines may be obtained free of
charge from eMachines by directing a request to: Shareholder Information, 14350
Myford Road, Bldg. 100, Irvine, CA 92606.

This press release may contain forward-looking statements relating to future
events and results that are based on eMachines' current expectations. These
statements relate to the outlook and prospects for eMachines and the markets in
which it operates. These statements involve risks and uncertainties including,
without limitation, litigation in which eMachines is or may become involved, the
ability of eMachines to consummate the transaction with EM Holdings, the level
of demand for eMachines' products and services, eMachines' and its suppliers'
ability to timely develop, deliver, and support new and existing products and
services, eMachines' ability to manage and liquidate its inventory, reduce
operating expenses and predict changes in the PC market, the cost and
availability of key product components, competitive pressures relating to price
reductions, new product introductions by third parties, technological
innovations, eMachines' ability to enter new markets and improve customer
service, and overall market conditions, including demand for computers.



                                     Page 2


</TEXT>
</DOCUMENT>
</SUBMISSION>
