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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):
December 7, 1995
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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 December 7, 1995 Wang Laboratories, Inc. ("Wang")
announced that Wang will acquire all of the outstanding
equity securities of privately-held Avail Systems
Corporation for approximately 1.8 million shares of Wang's
Common Stock having a transaction value of approximately $32
million.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
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(c) Exhibits
Item Description
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99. Press Release Announcing
Acquisition of Avail Systems
Corporation
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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: December 18, 1995 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
Exhibit No. Description Page No.
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Item Description
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99. Press Release Announcing
Acquisition of Avail Systems
Corporation
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Contact:
Frank Ryan (508) 967-7038
Ed Pignone (508) 967-4912
WANG TO ACQUIRE LEADING NETWORK STORAGE MANAGEMENT
SOFTWARE PROVIDER
WANG'S LEADERSHIP IN WORKFLOW AND IMAGING STRENGTHENED
COMPANY ENTERS NEW HIGH-GROWTH SOFTWARE MARKET
ACQUISITION EXPANDS THE WANG AND MICROSOFT ALLIANCE
Billerica, Mass. (December 7, 1995) -- Wang (NASDAQ:WANG) announced today that
it will acquire privately-held Avail Systems Corporation of Boulder, Colorado.
As a result of the acquisition:
- Wang will have a new technology that will give the company a clear
competitive advantage in the workflow and imaging markets.
- Wang is immediately positioned to be a leader in the fast-growing network
storage management software market.
- Wang's alliance with Microsoft Corporation will be expanded to include the
co-development of storage management products for Microsoft[R] operating
systems, thus broadening Avail's already existing relationship with
Microsoft.
Wang will exchange approximately 1.8 million shares of its common stock for
Avail, valued at $18 per share, for a total transaction value of approximately
$32 million. The acquisition is expected to be accounted for as a pooling of
interests.
Joseph M. Tucci, chairman and chief executive officer, said, "The Avail
acquisition gives Wang immediate access to a software market that is expected
to grow dramatically. The acquisition further solidifies our alliance with
Microsoft, and enables Wang to extend its competitive leadership by adding the
next generation of storage
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Wang Acquires Avail Systems
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management technology to its workflow and imaging systems. History has shown
that standard-based technology eventually obsoletes and replaces proprietary
technology. In the market for collaborative image servers, standards-based
NT products will distinguish Wang as the market leader in the next generation
of imaging software."
EXPANDING WANG'S ALLIANCE WITH MICROSOFT
As part of the acquisition, Wang's existing alliance with Microsoft
will be expanded. Now, in addition to delivering leading imaging and workflow
capabilities to users of Microsoft products, Wang and Microsoft will also
co-develop storage management software for Microsoft platforms.
In February 1995, Microsoft and Avail announced an agreement to include
Avail storage management technology into the next generation of the Microsoft
Windows NT[TM] operating system. Additionally, Microsoft licensed Avail's
pending patents for storage management software.
Bob Muglia, vice president of Windows NT and BackOffice[TM] at
Microsoft, said, "Microsoft is pleased that two companies that strongly support
Windows NT are joining efforts. It is clear that storage management technology
is increasingly important to our customers. In order to meet their needs,
Microsoft is furthering its commitment to open solutions for storage management
and is expanding its alliance with Wang to include the co-development of this
technology."
As part of a worldwide alliance announced in April, Wang is Microsoft's
preferred vendor of imaging and workflow software, and Wang document imaging
software will be included as standard desktop features in future releases of
the Microsoft Windows[R] operating system.
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Wang Acquires Avail Systems
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STRENGTHENED LEADERSHIP IN THE WORKFLOW AND IMAGING MARKETS
Avail technology gives Wang a clear competitive advantage in the
markets for workflow and imaging systems by enabling Wang to offer customers
the industry's most advanced image storage management systems.
Avail's standards-based approach to storage management offers
advantages over proprietary image storage systems by providing the performance
and functionality required for image storage, while creating an open solution
that makes images and other data types available to all applications on the
network. For collaborative imaging applications, Avail's open storage
management software enables images to be stored, retrieved, and managed using
Windows 95 and Windows NT Workstation in the same way as other commonly used
files on the system. Moreover, by using Windows NT Server, Avail's software
provides the required performance, volumes, and functionality needed for image
storage.
The Avail technology will be included in a new family of collaborative
work management products from Wang scheduled to be introduced in the first half
of 1996. Wang believes that this standards-based technology will replace the
proprietary collaborative image servers used by its competitors, making their
approach to image storage obsolete.
THE LEADER IN A NEW AND GROWING MARKET
Avail is the leader in the rapidly growing market for efficient, easy
to use software that automates the storage, relocation, archiving, and
retrieval of information on a client/server PC network. Independent industry
experts estimate that the emerging market for network storage management will
grow to more than $120 million by 1998, a growth rate of over 100 percent each
year. This growth will be driven by the explosion
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on client/server networks of information from new applications, including the
World Wide Web, imaging, and multimedia, and from mainframe downsizing.
The information stored on client/server networks is already increasing
at an annual rate greater than 50 percent. At the same time, however, 80
percent of this information is rarely accessed 30 days after it has been
stored, and the average network server is at 95 percent of capacity. The
resulting demand for efficient software for storage on networks is, therefore,
growing exponentially. New applications for this technology include providing
cost effective storage and storage management services for the vast amounts of
information on servers attached to the Internet, including servers on the World
Wide Web.
Avail's award-winning software meets this emerging market demand by
automatically removing less accessed information from a network server as it
reaches capacity. It provides virtually infinite network storage capacity,
reduces overall hardware storage costs by as much as 50 percent compared with
conventional hard disk storage, and dramatically lowers the administrative
costs of managing data, particularly in a distributed network environment.
As disk volumes on network servers fill with information, the oldest,
least recently used information is moved to less expensive "layers" of storage
peripherals such as disk drives, optical jukeboxes, and tape libraries to
optimize both the cost of storage and information access time. If a network
user needs the information, the software allows it to be transparently recalled
from the less expensive storage peripheral as though it were still stored on
the network server. Thus, files are transparently moved and retrieved for the
user, providing virtual expansion of network storage at a fraction of the cost
of adding disk capacity to individual servers.
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Wang Acquires Avail Systems
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Avail software has already won numerous industry awards, including BEST
STORAGE MANAGEMENT from BYTE MAGAZINE, WELL CONNECTED AWARD--A+ from NETWORK
COMPUTING, RECOMMENDED PRODUCT--1995 from the COMPUTER RESELLER NEWS TEST
CENTER, and RESELLERS' CHOICE from COMPUTER TECHNOLOGY REVIEW. Avail software
is currently sold through distributors and resellers, including Tech Data,
MicroAge, Datalink, and IBM, and supports devices manufactured by
Hewlett-Packard, Plasmon, DISC, and Exabyte. Wang will expand these
third-party channels, as well as market Avail software through its Software
Business network integration unit.
Avail is located in Boulder, Colorado. When the acquisition is
completed, Avail will become a business unit within Wang's Software Business,
maintaining its workforce and operations in Boulder. Avail's president and
chief executive officer, Robert Wight, will become a Wang Software Business
vice president and will head the new business unit. He will continue to lead
the development, marketing, and support of Avail's storage management products.
Rob Wight said, "We are delighted to be an integral part of the Wang
team. By joining forces with Wang, Avail immediately gains the marketing,
sales, support, and financial strengths of Wang's worldwide organization. Our
already existing relationship with Microsoft will take on even greater
significance as we work together to co-develop storage management software for
Microsoft platforms. We look forward to helping advance Wang's leadership in
enterprise work management."
FINANCIAL TERMS
Wang will exchange approximately 1.8 million shares of its common
stock, valued at $18 dollars per share, for all of the outstanding capital
stock of Avail, for a total transaction value of approximately $32 million.
The acquisition is expected to
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be accounted for as a pooling of interests. The company expects that no
significant one-time charges, other than transaction costs, will result from
the acquisition, which is expected to close by December 31, 1995. The
acquisition has been approved by the boards of directors of both companies and
is not subject to a Hart Scott Rodino review.
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Microsoft, Windows NT, BackOffice, and Windows are either registered trademarks
or trademarks of Microsoft Corp. in the United States and/or other countries.
