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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 17, 1995
Wang Laboratories, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-5677 04-2192707
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(Commission File Number) (IRS Employer Identification No.)
600 Technology Park Drive, Billerica, Massachusetts 01821
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (508) 967-5000
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ITEM 5. OTHER EVENTS.
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On July 17, 1995 Wang Laboratories, Inc. ("Wang") announced that Wang
will acquire all the issued and outstanding stock of Sigma Imaging Systems,
Inc. in exchange for a combination of cash and Wang Common stock.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
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(c) Exhibits
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Item Description
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99. Press Release Announcing
Acquisition of Sigma Imaging
Systems, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WANG LABORATORIES, INC.
Dated: 7/20/95 By: /s/ Albert A. Notini
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Albert A. Notini,
Senior Vice President,
General Counsel and
Secretary
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EXHIBIT INDEX
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Exhibit No. Description Page No.
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<S> <C> <C>
99. Press Release Announcing
Acquisition of Sigma Imaging
Systems, Inc.
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EXHIBIT 99
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Contact:
Frank Ryan (508) 967-7038
Ed Pignone (508) 967-4912
WANG TO ACQUIRE LEADING WORKFLOW AND IMAGING SOFTWARE FOR MICROSOFT WINDOWS NT
SYSTEMS
SHIPMENT TO BEGIN THIS QUARTER
MAJOR ORDER FROM CHASE MANHATTAN BANK ANNOUNCED
Billerica, Mass. (July 17, 1995) -- Wang (NASDAQ:WANG) announced today that it
will acquire Sigma Imaging Systems, Inc., a privately held company that designs
and markets state-of-the-art workflow and imaging software for paper-intensive
businesses, including insurance, banking, finance, utilities, and government.
These new products enable Wang to benefit immediately from the revenue
growth opportunities made possible by its alliance with Microsoft. The
products, which are available this quarter, provide customers the scalable,
enterprise-wide processing power required for high-volume, image-based
transaction processing for the Microsoft Windows 95 and Windows NT
environments. As part of the alliance, Microsoft has designated Wang as its
preferred vendor of workflow and imaging software.
Paul Maritz, group vice president, platforms group at Microsoft, said, "We
are pleased that Wang is offering customers high-volume, enterprise-wide
workflow and imaging software specifically designed for the Microsoft Windows
NT operating system and Microsoft BackOffice products. Wang now offers superb
workflow and imaging products native to
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Wang/Page 2
Microsoft platforms and applications, and we look forward to working with Wang
in our ongoing relationship."
PROVEN PRODUCTS AND TECHNOLOGIES
The Sigma product family is specifically designed to complement Microsoft's
BackOffice suite of Windows NT server applications. This is the only software
commercially available now that can fully meet the high-volume workflow and
imaging needs of the most demanding customers.
Sigma systems are modular and can easily grow from a small departmental
system to a very large environment, processing over 500,000 pages per day.
Sigma systems can also route and track electronic work packets among thousands
of workers throughout large organizations. Additionally, Sigma offers patented
remote workstation software that makes imaged documents available with minimal
response time at off-site locations such as branch offices or employees' homes.
The Chase Manhattan Bank today announced that it has signed an
enterprise-wide software license agreement to install Sigma's imaging and
workflow products throughout Chase's global operations. Craig Goldman, chief
information officer at Chase, said, "In our evaluation of software vendors, we
were impressed most by Sigma's software and by Wang's commitment to product
enhancements, its worldwide support, funding for development, worldwide
leadership in imaging and workflow, and its alliance with Microsoft.
"The Chase/Wang partnership will enable us to maintain our industry
technology leadership and support our internal and external customers with the
most advanced image technology products available in the marketplace."
Sigma has over 200 installations worldwide. Sigma customers include Empire
BlueCross BlueShield, the New Jersey Department of Labor, the French National
Patent Office, Conrail, the Allied Irish Bank, and Consolidated Edison of New
York.
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Ed Glister, a senior project manager at Consolidated Edison, said, "For
over two years, Con Edison has been using Sigma technology to improve
responsiveness and productivity in our customer service and accounts payable
departments. Sigma's systems support over 600 users and provide direct access
to several million pages of information.
"We have committed to Microsoft standards and platforms, including Windows
NT for enterprise-wide work management, and are currently installing Sigma's
software running on Windows NT. As enthusiastic supporters of Sigma, we are
delighted that their organization is joining forces with Wang."
Unisys Corporation is a strategic development and marketing ally of Sigma,
with Sigma technology forming an integral part of Unisys' InfoImage Folder, one
of the industry's leading high-volume production workflow and imaging
solutions. This key strategic relationship will continue, creating new
distribution channels and new revenue growth opportunities for Wang.
"Through our close development and licensing relationship with Sigma, we
know that Sigma has excellent workflow and imaging technology," said James
Mavel, vice president and general manager, Unisys Imaging Systems Division.
"We look forward to continuing this partnership with Wang that will bring
leading-edge Windows NT imaging technology and solutions to a wider market."
Sigma products are sold internationally in Europe, Australia, and
Singapore. In Japan they are sold by Marubeni Electronics. Sigma offers one
of the industry's only workflow and imaging products designed specifically for
the Japanese language. Its first such system was installed in 1993, and Sigma
customers in Japan include Chuutaikin and Nihon Seiko.
FINANCIAL TERMS
Wang will pay approximately $20 million for Sigma, consisting of $15
million in cash and $5 million in Wang
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common stock. Approximately $9 million in cash will be paid at the end of July
1995, when the transaction is expected to close, and an additional $6 million
will be paid in the third quarter of fiscal 1996. The common stock will be
delivered in the third quarter of fiscal 1997. The acquisition has been
approved by the board of directors of both companies and is not subject to a
Hart Scott Rodino Act review.
OPPORTUNITIES FOR GROWTH
Joseph M. Tucci, chairman of the board and chief executive officer of Wang,
said, "As a result of this acquisition, Wang can begin commercial shipments
this quarter of superior workflow and imaging software designed specifically
for Windows NT and accelerate the opportunities for revenue growth made
possible by Wang's recently announced alliance with Microsoft.
"Sigma's software is a next generation, proven solution, designed to meet
the processing needs of large organizations. Windows NT is becoming a
strategic platform-of-choice for enterprise-wide workflow and imaging
applications because of its high performance, scalability, ease-of-use, and
cost effectiveness. With superior Windows NT software, one of the world's
largest workflow and imaging sales organizations, and an extensive network of
technology and services partners, Wang is in an excellent position to expand
its presence significantly."
THE WANG-MICROSOFT ALLIANCE
As part of Wang's alliance with Microsoft, which was announced in April
1995, Wang was designated Microsoft's preferred vendor of imaging and workflow
software, and Wang imaging technology will be incorporated as standard desktop
features in future releases of Windows 95 and Windows NT. This will bring
Wang's leading imaging software to millions of people, making imaging a
pervasive and
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inexpensive mainstream application, and accelerating the deployment of workflow
as a widely used business productivity tool.
Additionally, Wang and Microsoft will cooperate in defining work management
APIs to enable applications to use workflow functions. Wang and Microsoft will
also participate in joint marketing activities to promote the sale of Wang
workflow products on Microsoft platforms, including Windows NT.
"Building upon our alliance with Microsoft, Wang can now market Windows 95
and Windows NT enterprise work management products to customers who will
benefit from adding workflow to their systems and from expanding their imaging
capability beyond the desktop client," Mr. Tucci concluded.
Wang noted that development of ImageVue, the software that will be
incorporated in future releases of Microsoft Windows 95 and Windows NT, is on
schedule and is expected to be included in Windows 95 by the end of calendar
year 1995. ImageVue is a full featured product that will enable users to
create image documents by scanning paper documents or from incoming faxes;
easily add image documents to Windows applications through OLE; distribute and
route image documents with e-mail, and integrate imaging with business
applications through OLE automation and OLE controls.
SIGMA'S FUTURE
Sigma's headquarters and development team are located in New York City.
They will become part of the Wang Software Business, led by Wang president
Donald P. Casey, but will remain in New York. Sigma's co-founder and
president, William N. Stratigos, D.D.S., and its co-founder and
vice-president, Mordechai Beizer, will become Software Business vice
presidents, with key roles in leading Wang's Windows NT production systems
development center.
Dr. Stratigos said, "The entire Sigma team is delighted that Wang has
chosen our technology for its Windows NT workflow and imaging
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product family. With Microsoft participating in joint marketing activities,
Wang's worldwide sales team will be working to make our technology the de facto
standard in workflow and imaging software for Windows NT. We look forward to
being an integral part of this effort."
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