<PAGE> 1
As filed with the Securities and Exchange Commission on May 3, 1995
Registration Statement No. 33-58717
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1 to
FORM S-3
Registration Statement Under The Securities Act of 1933
WANG LABORATORIES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 7372 04-2192707
- ------------------------------- ---------------------------- -------------------
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
ONE INDUSTRIAL AVENUE
LOWELL, MASSACHUSETTS 01851
(508) 459-5000
---------------------------
(Address, including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
ALBERT A. NOTINI, ESQ.
SENIOR VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
WANG LABORATORIES, INC.
ONE INDUSTRIAL AVENUE
LOWELL, MASSACHUSETTS 01851
(508) 459-5000
-----------------------------
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
COPIES TO:
JOHN A. BURGESS, ESQ.
HALE AND DORR
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
(617) 526-6000
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date hereof.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.
/___ /
<PAGE> 2
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. / X /
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE> 3
SUBJECT TO COMPLETION, DATED MAY 3, 1995
APPEARING ALONG THE LEFT MARGIN:
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
PROSPECTUS
1,375,000 SHARES OF COMMON STOCK
2,760,414.52 SHARES OF 11% EXCHANGEABLE PREFERRED STOCK
WANG LABORATORIES, INC.
This Prospectus covers the resale of 1,375,000 shares of Common Stock,
$.01 par value per share (the "Common Stock"), of Wang Laboratories, Inc.
("Wang" or the "Company") and 2,760,414.52 shares of 11% Exchangeable Preferred
Stock, $.01 par value per share, of the Company (the "11% Preferred Stock," and
together with the Common Stock, the "Stock"). All of the shares of Stock
offered hereby are being sold by certain stockholders of the Company (the
"Selling Stockholders"). See "Selling Stockholders." The Company will not
receive any of the proceeds from the sale of Stock by the Selling Stockholders.
Holders of the 11% Preferred Stock are entitled to receive dividends at
an annual rate of 11%, which may be paid, at the option of the Company, in
additional shares of 11% Preferred Stock until September 30, 1996. After
September 30, 1996, dividends will be payable only in cash. Upon the
liquidation, dissolution or winding-up of the Company, holders of the 11%
Preferred Stock are entitled to receive an amount equal to $25.00 per share plus
any accrued and unpaid dividends. On September 30, 2003, the Company is
obligated to redeem all outstanding shares of the 11% Preferred Stock at a
redemption price equal to $25.00 per share plus any accrued and unpaid
dividends, and at any time on or after September 30, 1996, the Company has the
option to redeem some or all of the outstanding shares of the 11% Preferred
Stock for a cash payment equal to $25.50 per share (which payment declines by
$0.125 per share on September 30 of 1997, 1998, 1999 and 2000 and remains at
$25.00 thereafter) plus any accrued and unpaid dividends. The holders of the
11% Preferred Stock have one-half of one vote per share on all matters to be
voted on by stockholders; and have certain special voting rights in the event of
specified defaults by the Company. The terms of the 11% Preferred Stock also
include certain covenants for the benefit of the holders of the 11% Preferred
Stock. See "Description of Capital Stock -- 11% Preferred Stock."
The Selling Stockholders have advised the Company that they propose to
sell, from time to time, the shares of Stock offered hereby in the
over-the-counter market, in negotiated transactions, through the writing of
options on the shares of Stock, in ordinary brokerage transactions or a
combination of such methods of sale, at market prices prevailing at the time of
sale, at prices related to such market prices or at negotiated prices. See
"Plan of Distribution."
THE STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE "INVESTMENT
CONSIDERATIONS."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is May __, 1995.
<PAGE> 4
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (together with all
amendments, exhibits and schedules thereto, the "Registration Statement") under
the Securities Act of 1933, as amended, with respect to the Stock offered
hereby. This Prospectus does not contain all of the information set forth in
the Registration Statement and the exhibits and schedules thereto. For further
information with respect to the Company and the Stock, reference is made to the
Registration Statement and the exhibits and schedules filed as a part thereof.
Statements contained in this Prospectus as to the contents of any contract or
any other document referred to are not necessarily complete, and, in each
instance, if such contract or document is filed as an exhibit, reference is made
to the copy of such contract or document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such reference
to such exhibit. The Registration Statement, including the exhibits and
schedules thereto, may be inspected without charge at the Securities and
Exchange Commission's principal office in Washington, D.C., and copies of all or
any part thereof may be obtained from such office after payment of fees
prescribed by the Commission.
The Company is also subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information filed by
the Company can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
as well as at the Regional Offices of the Commission at Seven World Trade
Center, 14th Floor, New York, New York 10048, and Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies can be
obtained at prescribed rates by writing to the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The Common Stock
of the Company is traded on the Nasdaq National Market. Reports and other
information concerning the Company may be inspected at the National Association
of Securities Dealers, Inc., 1725 K Street, N.W., Washington, D.C. 20006.
Wang Laboratories, Inc. (together with its subsidiaries, "Wang" or the
"Company") is a Delaware corporation. The Company's principal office is located
at One Industrial Avenue, Lowell, Massachusetts 01851 and its telephone number
is (508) 459-5000.
"Wang" and the Wang logo are registered trademarks of Wang Laboratories,
Inc. The text of this prospectus also contains references to trademarks of
other companies.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1994, as amended by Form 10-K/A, dated October 21, 1994;
(2) The Company's Quarterly Reports on Form 10-Q for the quarters
ended September 30, 1994 and December 31, 1994;
(3) The Company's Current Reports on Form 8-K dated September 19,
1994, December 30, 1994, January 31, 1995, as amended by Form 8-K/A on April
14, 1995, and April 12, 1995; and
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<PAGE> 5
(4) The Company's Registration Statement on Form 8-A dated
September 27, 1993 registering the Common Stock under Section 12(g) of the
Exchange Act.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the termination of the offering of the Stock registered
hereby shall be deemed to be incorporated by reference into this Prospectus and
to be a part hereof from the date of filing such documents. Any statements
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the foregoing documents incorporated by reference into this
Prospectus (without exhibits to such documents, unless such exhibits are
specifically incorporated by reference into such documents). Requests for such
copies should be directed to the Secretary of the Company, One Industrial
Avenue, Lowell, Massachusetts, 01851, telephone (508) 459-5000.
Except as otherwise noted, all references in this Prospectus to
historical transactions in the 11% Preferred Stock give effect to the
four-for-one split of the 11% Preferred Stock, effected in the form of a stock
dividend, in April 1995.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT
RELATES. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL.
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<PAGE> 6
THE COMPANY
Wang's business strategy is as follows:
. to be a worldwide leader in workflow, integrated
imaging, document management, and related office
software for client/server open systems.
. to be a major worldwide provider of integration and
support services for office software and networks.
. to continue to provide support, expansion and
interoperability options for current VS customers and
GCOS customers.
In implementing this strategy, Wang develops, markets and supports
software and offers services that define, automate and manage critical office
processes. In addition, Wang develops and markets workflow, imaging and
document management software and related software applications for client/server
open systems, and provides integration and support services for office networks
worldwide. The Company's software and services are designed to enable its
customers to realize improvements in productivity, quality and responsiveness
through the definition, automation and management of critical business
processes.
Wang also provides products, support and services worldwide to its
substantial base of VS minicomputer customers by offering upgrade products,
service, and open systems coexistence and migration products. In addition,
Wang provides services and support on an exclusive basis to users of Bull GCOS
platforms in North America, including the United States Government, Australia
and New Zealand and provides GCOS products to such customers in all of these
geographies other than with respect to U.S. commercial customers. Such
products and services for these customers, together with the third party
product customer base serviced by the Company, currently provide the major
part of the Company's revenues, and these customers give the Company a well-
defined market for its new products and services.
Wang's rights to provide services to the GCOS customer base resulted
from the Company's acquisition effective as of January 30, 1995 of certain
assets and subsidiaries of Bull HN Information Systems Inc. and Bull S.A.
(collectively "Bull") (the "Bull Transaction"). The addition of Bull's U.S.
customer service business and six sales and service subsidiaries creates one of
the largest hardware independent, worldwide, multi-vendor field maintenance
organizations. As part of the Bull Transaction, the Company acquired Bull's
Paris-based workflow and imaging business. As a result, Wang has a worldwide
organization in this market segment with over 1,500 installed systems and has
one of the largest sales and support organizations and research and development
organizations dedicated to the workflow and imaging market.
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<PAGE> 7
INVESTMENT CONSIDERATIONS
In addition to the other information in this Prospectus, the following
factors should be considered carefully by potential investors in evaluating an
investment in the Stock offered hereby.
IMPLEMENTATION OF BUSINESS STRATEGY. The Company has been operating
outside of the protection of Chapter 11 of the Bankruptcy Code ("Chapter 11")
since September 21, 1993, after having operated under Chapter 11 between August
18, 1992 and September 21, 1993. In connection with the Chapter 11 proceeding,
the Company substantially reduced its debt, restructured significant
obligations, disposed of a variety of unprofitable assets, rejected unfavorable
contracts, reduced expenses, and made significant progress in realigning the
focus of its overall business. The bulk of these activities, including the
reduction of debt, restructuring of outstanding obligations and rejection of
unfavorable contracts, only could have been accomplished under the protection of
Chapter 11 and should not be regarded as indicative of the Company's ability to
do so in the future.
Moreover, as a result of the adoption of "fresh-start" reporting, as
required by Statement of Position 90-7, "Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code" issued by the American Institute of
Certified Public Accountants, effective as of September 30, 1993, the Company's
assets and liabilities were adjusted to fair values, and the Company's
accumulated deficit as of September 30, 1993 was eliminated. Historical
financial information of the predecessor company presented here, therefore,
cannot be viewed as indicative of the Company's future financial performance,
and financial statements for periods after September 30, 1993 are not comparable
to financial statements for prior periods.
The Company is reorienting its business emphasis away from sales of
Wang-manufactured computer hardware, and is increasing its focus on sales,
distribution and support of workflow, imaging, and related work management
software, and providing systems and network integration and support services
for multi-vendor office systems. The Company's ability to fully implement this
strategy over the long term, and the ultimate success of the strategy, are
subject to a broad range of uncertainties and contingencies, many of which are
beyond the Company's control. Revenue from the Company's new workflow and
imaging software products has to date been small as a percentage of Wang's
overall revenues. Accordingly, there can be no assurance that the Company will
be able to implement fully its new business strategy on a timely or profitable
basis, or, even if implemented, that such realignment will return the Company
to profitability on a continuing basis.
HISTORY OF LOSSES. The Company recorded net losses of $197.2 million,
$356.6 million and $385.5 million in the fiscal years ended June 30, 1993, 1992
and 1991, respectively. The ability of the Company to operate on a profitable
basis in the future will depend, among other things, on the Company reorienting
itself in a timely fashion as a provider of open systems software and services.
There can be no assurance that the Company will be able to maintain
profitability on a sustained basis.
RISKS ASSOCIATED WITH THE BULL TRANSACTION. While the Company believes
that the completion of the Bull Transaction will significantly strengthen its
competitive position in key strategic areas which it has targeted and will
generate synergies with Wang's existing business, there can be no assurance that
Wang's strategic goals for the Bull Transaction will be achieved. Furthermore,
the successful integration and ongoing
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<PAGE> 8
operation of the businesses acquired from Bull will require the dedication of
significant financial, operational and management resources, which could
unfavorably impact the Company's overall operations or limit its ability to
consider other strategic or acquisition alternatives.
The Company expects to incur charges to operations, currently estimated
at $65 million, in the quarter ended March 31, 1995 (the quarter in which the
Bull Transaction was consummated) to reflect principally the costs associated
with combining the operations of the Company and Bull. These costs will consist
primarily of workforce-related charges of $43 million, $9 million for the
elimination of redundant facilities and other charges, and $13 million for the
write down of certain assets. Approximately $10 million, representing
relocation costs, system integration costs and other related charges, will be
reported as incurred in future periods. Cash requirements for the integration
and consolidation actions will total approximately $60 million. Approximately
$25 million will be expended during the current fiscal year ending June 30,
1995; the remainder will be expended during the next fiscal year ending June
30, 1996.
As a result of the Bull Transaction, Wang and Bull will continue to have
a close strategic relationship. Bull will be the designated reseller of a range
of Wang products, and will continue to provide support to the businesses
acquired from Bull both on a transitional and ongoing basis. In the event that
the parties fail to sustain an ongoing strategic relationship, whether because
of marketing or commercial conflicts or because of changes in Bull's strategic
direction attributable to its scheduled privatization or otherwise, all of the
anticipated benefits of the Bull Transaction may not be achieved.
RISKS ASSOCIATED WITH OTHER POTENTIAL ACQUISITIONS. The Company's
business strategy contemplates that it will seek to continue to complement its
operations with acquisitions of, and investments in, computer software, network
integration companies and service companies. Although management expects to
seek out and carefully analyze such opportunities, there can be no assurance
that the Company will in fact be able to identify or consummate one or more
acquisitions on satisfactory terms. In addition, there can be no assurance that
any such transaction would result in long-term benefits to the Company, or, in
the event of one or more significant acquisitions, that the Company and its
management will be able to assimilate effectively and manage the resulting
business. The Company evaluates such potential transactions from time to time,
and one or more such transactions could occur at any time.
LIQUIDITY NEEDS. Upon the consummation of the Chapter 11
reorganization, the Company received $60 million in proceeds from the private
placement of 2,400,000 shares of 11% Preferred Stock and 1,500,000 shares of
Common Stock, and entered into a $30 million financing facility. In addition,
during the nine months ended June 30, 1994, the Company generated $35.5 million
of cash from operations. On January 30, 1995 the Company terminated its $30
million financing facility and to help finance the cost of the Bull Transaction
and for general corporate purposes entered into a credit agreement with
several financial institutions (the "Credit Agreement") which provided the
Company with a revolving credit line of $125 million. Borrowings under the
Credit Agreement averaged $6.1 million during February 1995 and $1.2 million
during March 1995. No borrowings were outstanding as of March 31, 1995. The
Company believes that existing cash balances, current financing arrangements
and cash generated from operations will be sufficient to support the Company's
operating needs for at least the next 12 months and to complete its planned
restructuring and reorganization-related efforts. There can be no assurance,
however, that the Company will have access on acceptable terms to sufficient
capital resources to continue the realignment of its business, to fund
significant levels of corporate growth or to fund any future operating losses.
In addition, additional acquisition transactions may result in the incurrence
of significant indebtedness or require additional working capital to fund the
operations of the combined entities. Substantial borrowings under the Credit
Agreement may result in the Company being exposed to the financial and
operational risks generally associated with a more highly leveraged business.
FINANCIAL RESTRICTIONS. The Company's Credit Agreement contains
financial covenants which require compliance with a current ratio, specified
minimum levels of EBITDA and net worth and specified limitations on capital
expenditures. In addition, the Credit Agreement contains limitations on the
type and amounts of indebtedness that
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<PAGE> 9
may be incurred and on stock repurchases by the Company. The terms of the 11%
Preferred Stock prohibit the Company from incurring more than approximately
$130 million in indebtedness (other than for acquisitions or conversion of the
11% Preferred Stock to subordinated debentures). There can be no assurance
that the Company will attain the earnings levels required to maintain
compliance with these financial covenants and other requirements of the
Credit Agreement or will not require borrowings prohibited by the Credit
Agreement or in excess of the limits imposed by the terms of the 11% Preferred
Stock. Any inability of the Company to obtain adequate working capital on
acceptable terms could jeopardize the confidence of vendors, suppliers and
customers in the financial stability of the Company.
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<PAGE> 10
BUSINESS
Wang's business strategy is as follows:
. to be a worldwide leader in workflow, integrated
imaging, document management, and related office
software for client/server open systems.
. to be a major worldwide provider of integration and
support services for office software and networks.
. to continue to provide support, expansion and
interoperability options for current VS customers and
GCOS customers.
In implementing this strategy, Wang develops, markets and supports
software and offers services that define, automate and manage critical office
processes. In addition, Wang develops and markets workflow, imaging and
document management software and related software applications for
client/server open systems, and provides integration and support services for
office networks worldwide. The addition of Bull's workflow and imaging business
will result in a significant worldwide organization with an installed base of
more than 1,500 systems in the workflow and imaging market segment. The
Company's software and services are designed to enable its customers to realize
improvements in productivity, quality and responsiveness through the
definition, automation and management of critical business processes.
Wang also provides products, support and services worldwide to its
substantial base of VS minicomputer customers by offering upgrade products,
service, and open systems coexistence and migration products. In addition,
Wang provides services and support on an exclusive basis to users of Bull GCOS
platforms in North America, including the United States Government, Australia
and New Zealand and provides GCOS products to such customers in all of these
geographies other than with respect to U.S. commercial customers. Such
products and services for these customers, together with the third party
product customer base serviced by the Company, currently provide the major part
of the Company's revenues, and these customers give the Company a well-defined
market for its new products and services.
Wang's rights to provide services to the GCOS customer base resulted
from the Bull Transaction. The addition of Bull's U.S. customer service
business and six sales and service subsidiaries creates one of the largest
hardware independent, worldwide, multi-vendor field maintenance organizations.
As part of the Bull Transaction, the Company acquired Bull's Paris-based
workflow and imaging business. As a result, Wang has a worldwide organization
in this market segment with over 1,500 installed systems and has one of the
largest sales and support organizations and research and development
organizations dedicated to the workflow and imaging market.
In July 1994, the Company announced a new organizational structure that
is intended to advance its business focus on software and services. Each of
Wang's businesses is described in more detail below.
. THE SOFTWARE BUSINESS has worldwide responsibility for all aspects of
the Company's workflow, imaging, document management and for
application-builder software, as well as related hardware and
professional services.
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<PAGE> 11
. THE CUSTOMER SERVICES BUSINESS has worldwide responsibility for
multi-vendor maintenance services, the Company's line of VS
minicomputers, the installation and support of office networks, and the
sale and support of popular third-party hardware and software
applications. The addition of Bull's U.S. customer service business
including the GCOS installed base, and the other sales and service
subsidiaries creates one of the largest hardware independent, worldwide,
multi-vendor field maintenance organizations.
. THE SOLUTIONS INTEGRATION BUSINESS provides products and solutions to
Wang's U.S. Government customers (Federal Systems Division), and
assists customers in maximizing the effectiveness of their organizations
by using client/server technologies (the Specialty Solutions group).
The recent acquisition of the Bull subsidiary focusing on U.S.
Government customers increases Wang's presence as an information
technology integrator to the U.S. Government.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Common Stock
by the Selling Stockholders.
SELLING STOCKHOLDERS
On December 16, 1993, the Company sold 2,400,000 shares of 11% Preferred
Stock and 1,500,000 shares of Common Stock to the Selling Stockholders pursuant
to an exemption from registration under Section 4(2) of the Securities Act.
Subsequently, 360,414.52 additional shares of 11% Preferred Stock were issued as
dividends on the previously outstanding 11% Preferred Stock. All of the shares
of Stock being registered hereunder were acquired by the Selling Stockholders in
such private placement, or as dividends on the 11% Preferred Stock, and
represent all of the Stock sold in that private placement. Various Selling
Stockholders also acquired Common Stock pursuant to the Reorganization Plan as
creditors of the Company (although none of such shares are covered by this
Prospectus).
None of the Selling Stockholders holds any position or office with, has
been employed by, or has otherwise had a material relationship with, the Company
or its predecessor Massachusetts corporation, other than as stockholders of the
Company, with the exception of George Karfunkel, who is Executive Vice President
of American Stock Transfer & Trust Company. That company serves as the
Company's Transfer Agent, Warrant Agent, Intercompany Convertible Instruments
Agent, and Common Stock Disbursing Agent, and its affiliate, Pension Benefit
Corporation, provided administrative services to the Company's Pension and
Retirement Savings Plan from July 1, 1994 to February 28, 1995.
The following table lists the shares of Common Stock owned as of April
15, 1995, the shares of Common Stock offered for sale in this offering, and the
shares of 11% Preferred Stock owned and offered hereunder by each of the Selling
Stockholders.
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<PAGE> 12
<TABLE>
<CAPTION>
Number of
Shares of Number of Number of Shares of
Common Stock Shares of 11% Preferred Stock
Name of Selling Beneficially Common Stock Beneficially Owned
Stockholders Owned(1) Offered Hereby and Offered Hereby
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Steinhardt Partners, L.P. 398,250 398,250 732,890.16
Institutional Partners, L.P. 351,750 351,750 647,317.16
Mutual Series Fund, Inc. 250,000 250,000 460,069.20
Omega Institutional Partners, 798,414 125,000 230,034.64
L.P.
Goldman, Sachs & Co. 125,000 -- 230,034.64
Martin L. Solomon 50,000 50,000 92,013.72
Wilmer J. Thomas 50,000 50,000 92,013.72
George Karfunkel 150,000 150,000 276,041.28
--------- --------- ------------
TOTALS 2,118,414 1,375,000 2,760,414.52
========= ========= ============
<FN>
(1) Does not include any shares which the named stockholder may receive in the future upon the distribution of
additional shares of Common Stock or Warrants under the Reorganization Plan.
</TABLE>
The Selling Stockholders are parties to a Registration Rights Agreement
for Securities (the "Registration Rights Agreement") with the Company under
which they have certain rights with respect to the registration under the
Securities Act, for resale to the public, of the 1,500,000 shares of Common
Stock (the "Registrable Common Stock") and 2,760,414.52 shares of 11% Preferred
Stock they purchased from the Company (including the Stock). These Selling
Stockholders have exercised their right to registration with respect to the
Stock subject to this offering. The Registration Rights Agreement provides that
in the event the Company proposes to register any of its Common Stock under the
Securities Act (for its own account or otherwise), the Selling Stockholders who
continue to hold any Registrable Common Stock are entitled to include the
Registrable Common Stock in such registration, subject to certain conditions and
limitations, including the right of the managing underwriter of any such
offering to limit the number of shares of Registrable Common Stock included in
such registration. The Company is required to bear the expenses of such
registrations (except underwriting discounts and commissions).
The Selling Stockholders also have certain "anti-dilution" rights with
respect to their shares of Common Stock purchased from the Company. See
"Description of Capital Stock -- Common Stock" below.
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<PAGE> 13
If all Stock covered by this Prospectus is sold by the Selling
Stockholders, none of the Selling Stockholders will continue to hold any Common
Stock with related registration and antidilution rights under the Registration
Rights Agreement.
PLAN OF DISTRIBUTION
The Selling Stockholders may elect, from time to time, to sell either
shares of Common Stock, 11% Preferred Stock or both. The Selling Stockholders
will act independently of the Company in making decisions with respect to the
timing, manner and size of each sale. Such sales may be made in the
over-the-counter market, in negotiated transactions, through the writing of
options on the shares of Stock, or through a combination of such methods of
sale, at market prices prevailing at the time of sale, prices related to the
then-current market price or at negotiated prices, including pursuant to an
underwritten offering or one or more of the following methods: (a) purchases by
a broker-dealer as principal and resale by such broker or dealer for its account
pursuant to this Prospectus; (b) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; and (c) block trades in
which the broker-dealer so engaged will attempt to sell the shares as agent but
may position and resell a portion of the block as principal to facilitate the
transaction. The Selling Stockholders may also pledge shares of Stock as
collateral for margin accounts and such shares could be resold pursuant to the
terms of such accounts. The Company has been advised by the Selling
Stockholders that they have not made any arrangements relating to the
distribution of the shares covered by this Prospectus. In effecting sales,
broker-dealers engaged by the Selling Stockholders may arrange for the other
broker-dealers to participate. Such broker-dealers may receive compensation in
the form of discounts, concessions or commissions from the Selling Stockholders
and/or the purchasers of the shares for which such broker-dealers may act as
agent or to whom they may sell as principal, or both (which compensation shall
be negotiated immediately prior to sale and which, as to a particular
broker-dealer, may be in excess of customary compensation). Any broker-dealer
may act as broker-dealer on behalf of one or more of the Selling Stockholders in
connection with the offering of certain of the shares by Selling Stockholders.
The Registration Rights Agreement provides that the Company will
indemnify the Selling Stockholders against certain liabilities, including
certain liabilities under the Securities Act. Additionally, the Company will
pay the expenses, estimated to be $70,000, in connection with this offering,
other than transfer taxes, discounts, commissions, fees or expenses of
underwriters, selling brokers, dealer managers or similar securities industry
professionals relating to the distribution of the Stock, or legal expenses of
any person other than the Company and the Selling Stockholders.
In offering the shares of Stock covered hereby, the Selling Stockholders
and any broker-dealers and any other participating broker-dealers who execute
sales for the Selling Stockholders may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales, and any profits
realized by the Selling Stockholders and the compensation of such broker-dealer
may be deemed to be underwriting discounts and commissions. In addition, any
shares covered by this Prospectus which qualify for sale pursuant to Rule 144
may be sold under Rule 144 rather than pursuant to this Prospectus. None of the
shares covered by this Prospectus presently qualify for sale pursuant to Rule
144.
The Company has advised the Selling Stockholders that during such time
as they may be engaged in a distribution of Stock included herein they are
required to comply with
-11-
<PAGE> 14
Rules 10b-6 and 10b-7 under the Exchange Act (as those Rules are described in
more detail below) and, in connection therewith, that they may not engage in
any stabilization activity in connection with the Company's securities, are
required to furnish to each broker-dealer through which Stock included herein
may be offered copies of this Prospectus, and may not bid for or purchase any
of the Company's securities except as permitted under the Exchange Act. The
Selling Stockholders have agreed to inform the Company when the distribution of
the shares is completed.
Rule 10b-6 under the Exchange Act prohibits, with certain exceptions,
participants in a distribution from bidding for or purchasing, for an account in
which the participant has a beneficial interest, any of the securities that are
the subject of the distribution. Rule 10b-7 governs bids and purchases made in
order to stabilize the price of a security in connection with a distribution of
the security.
The public offering of the shares by the Selling Stockholders will
terminate on the earlier of (a) 18 months from the effective date or (b) the
date on which all shares offered hereby have been sold by the Selling
Stockholders. The Selling Stockholders have agreed to discontinue disposition
of the Stock upon receipt of notice from the Company of: (1) any request by the
Commission for amendments or supplements to the Registration Statement or
Prospectus; (2) the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or initiation of any proceedings for
that purpose; (3) the receipt by the Company of any notification with respect to
the suspension of the qualification of the Stock for sale in any jurisdiction or
the initiation or threatening of any proceeding for such purpose; (4) the
happening of any event as a result of which the Prospectus contains any untrue
statement of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not misleading; (5)
the Company's reasonable determination that a post-effective amendment to the
Registration Statement would be appropriate or that there exist circumstances
not yet disclosed to the public which make further sales under the Registration
Statement inadvisable pending such disclosure and post-effective amendment; and
(6) the Company's possession of material information that it deems advisable not
to disclose in a Registration Statement.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 100,000,000
shares of Common Stock, $.01 par value per share, and 5,000,000 shares of
Preferred Stock (the "Preferred Stock") (of which 3,660,000 shares have been
designated as 11% Preferred Stock). As of March 31, 1995, there were
outstanding 33,775,207 shares of Common Stock (after giving effect to the
issuance of 30,000,000 shares issuable to general unsecured creditors of the
Company pursuant to the Reorganization Plan, notwithstanding that certain of
such shares remain undistributed pending resolution of disputed claims) held by
approximately 7,600 stockholders of record, and 2,760,414.52 shares of 11%
Preferred Stock held by eight stockholders of record.
In addition, as of March 31, 1995 the Company may be obligated to issue
in the future (i) up to 16,666,667 shares of Common Stock upon the conversion of
Intercompany Convertible Instruments issued or issuable to subsidiaries of the
Company pursuant to the Reorganization Plan, (ii) 7,500,000 shares of Common
Stock upon the exercise of the Warrants to be distributed to former stockholders
of the Company pursuant to the Reorganization Plan (see Note G of Notes to June
30, 1994 Consolidated Financial Statements), (iii) approximately 4,684,000
shares of Common Stock to employees of the Company pursuant to the Company's
stock purchase and stock incentive plans and (iv)
-12-
<PAGE> 15
260,000 shares of Common Stock upon the exercise of stock options granted to
the Directors of the Company pursuant to the Company's director stock option
plans.
The following summary of certain provisions of the Company's Common
Stock, 11% Preferred Stock, Certificate of Incorporation and By-laws is not
intended to be complete, and is qualified by reference to the provisions of
applicable law and to the Company's Certificate of Incorporation (as it may be
amended), Certificate of Stock Designation relative to the 11% Preferred Stock,
and By-laws. See "Additional Information."
COMMON STOCK
Holders of the Common Stock are entitled to one vote for each share held
on all matters submitted to a vote of stockholders and do not have cumulative
voting rights. Accordingly, holders of a majority of the outstanding shares of
Common Stock entitled to vote in any election of Directors may elect all of the
Directors standing for election. Holders of the Common Stock are entitled to
receive ratably such dividends, if any, as may be declared by the Board of
Directors out of funds legally available therefor. Upon the liquidation,
dissolution or winding-up of the Company, holders of the Common Stock are
entitled to receive ratably the net assets of the Company available for
distribution, after the payment of all liabilities of the Company and the
payment of any amounts owing to holders of capital stock of the Company ranking
senior to the Common Stock as to liquidation. Holders of the Common Stock have
no preemptive, subscription, redemption or conversion rights. The outstanding
shares of Common Stock, including the shares offered hereby, are fully paid and
nonassessable. The rights, preferences and privileges of holders of the Common
Stock (including the right to receive dividends or liquidation distributions)
are subject to, and may be adversely affected by, the rights of holders of
shares of the 11% Preferred Stock and any other series of Preferred Stock that
the Company may designate and issue in the future.
In order to help preserve the Company's ability to use its net
operating loss carryforwards and certain other tax attributes under the
Internal Revenue Code, the Company's Certificate of Incorporation provides
that, during the two-year period ending December 16, 1995, (i) no person or
entity may acquire any Common Stock (or any option or warrant to purchase
Common Stock) to the extent such acquisition would cause that person's
"Ownership Interest Percentage" (as defined in the Certificate of
Incorporation) to equal or exceed 5% and (ii) no person or entity whose
Ownership Interest Percentage is 5% or more may transfer any shares of Common
Stock or any options or warrants to purchase Common Stock. The registration of
the shares of Common Stock offered hereby, under the Securities Act, will have
no effect on these restrictions on transfer as they pertain to such shares.
These restrictions are not applicable to transfers pursuant to a bona fide
tender offer for at least 50% of the outstanding Common Stock. In addition,
any transfer of Common Stock (or options or warrants) that would otherwise be
prohibited shall be permissible if the Board of Directors of the Company
determines that the transaction will not jeopardize the Company's ability to
utilize its tax attributes. The ownership or conversion of the Company's
Intercompany Convertible Instruments will not be considered for purposes of
determining one's Ownership Interest Percentage.
The current holders of the 1,375,000 shares of outstanding Common Stock
offered hereby, and certain transferees of those shares, have certain
contractual "anti-dilution" rights with respect to future issuances of Common
Stock by the Company. In the event the Company issues or sells shares of Common
Stock (or options, warrants or other rights to acquire Common Stock) at a price
per share that is lower than the "current market value" (as defined in the
agreement), such stockholders shall be entitled to receive, for no additional
consideration, such number of additional shares
-13-
<PAGE> 16
of Common Stock as is determined by multiplying (i) the number of shares of
Common Stock originally acquired by such stockholder or acquired pursuant to
this anti-dilution provision by (ii) a fraction, the numerator of which shall
be the number of shares of Common Stock outstanding after giving effect to the
issuance or sale in question and the denominator of which shall be the number
of shares of Common Stock that would have been outstanding after giving effect
to such issuance or sale at the then current market value per share. This
provision does not apply to certain specified issuances or sales of Common
Stock by the Company, including issuances pursuant to the Warrants and the
Intercompany Convertible Instruments, issuances of up to 5,000,000 shares
pursuant to employee benefit plans and issuances of 90,000 shares issued
pursuant to options granted to members of the Board of Directors. This
"antidilution" right is not transferable to a purchaser of the Common Stock in
a public offering, including an offering pursuant to this Prospectus (or under
Rule 144 under the Securities Act).
PREFERRED STOCK
The Board of Directors is authorized under the Company's Certificate of
Incorporation, subject to any limitations prescribed by law but without
stockholder approval, to issue from time to time up to an aggregate of 5,000,000
shares of Preferred Stock, in one or more series (of which 3,660,000 shares have
been designated as 11% Preferred Stock). Each such series of Preferred Stock
will have such number of shares, designations, preferences, voting powers,
qualifications and special or relative rights or privileges as shall be
determined by the Board of Directors, which may include, among others, dividend
rights, voting rights, redemption and sinking fund provisions, liquidation
preferences, conversion rights and preemptive rights.
The Board of Directors has the authority to issue the Preferred Stock
and to determine its rights and preferences in order to eliminate delays
associated with a stockholder vote on specific issuances. The rights of the
holders of Common Stock will be subject to the rights of holders of any
Preferred Stock issued in the future. The issuance of Preferred Stock, while
providing desirable flexibility in connection with possible acquisitions and
other corporate purposes, could have the effect of making it more difficult for
a third party to acquire, or of discouraging a third party from attempting to
acquire, a majority of the voting stock of the Company.
11% PREFERRED STOCK
Under the Company's Certificate of Stock Designation with respect to its
11% Preferred Stock (the "Certificate of Designation"), the Board of Directors
is authorized to issue up to 3,660,000 shares of such stock. The Company
anticipates that this authorization will be sufficient to allow the Board of
Directors to declare and pay dividends on the outstanding 11% Preferred Stock in
additional shares of such stock through September 30, 1996. The Company issued
2,400,000 shares of 11% Preferred Stock to the Selling Stockholders on December
16, 1993 and, as of October 31, 1994, had issued an additional 360,414.52 such
shares as such dividends after giving effect to a four-for-one stock split of
the 11% Preferred Stock effected in April 1995.
Holders of the 11% Preferred Stock are entitled to receive, when, as and
if declared by the Board of Directors of the Company out of funds legally
available therefor, dividends (the "11% Preferred Dividend Payments") at an
annual rate of 11% (based upon the liquidation preference of the 11% Preferred
Stock, i.e. $60 million). Until September 30, 1996, the 11% Preferred Dividend
Payments may be paid, at the option of the Company, in cash, in additional
shares of 11% Preferred Stock (valued for such purposes at $25.00 per share), or
in any combination thereof. After September 30, 1996,
-14-
<PAGE> 17
dividends may be paid only in cash. The terms of the 11% Preferred Stock (i)
restrict the right of the Company to pay dividends on the Common Stock or other
stock of the Company ranking junior to the 11% Preferred Stock as to dividends,
(ii) prohibit (with certain limited exceptions) the Company from purchasing or
otherwise acquiring any outstanding shares of Common Stock, any other stock of
the Company ranking junior to the 11% Preferred Stock as to dividends, or any
options or acquisition rights related thereto, and (iii) prohibit the Company
from incurring indebtedness (as defined in the Certificate of Designation),
excluding the Exchange Debentures (as defined below) and certain
acquisition-related indebtedness, in excess of approximately $130 million
principal amount during the three-year period ending December 16, 1996, and
thereafter unless certain financial covenants are satisfied.
The Certificate of Designation provides that the 11% Preferred Stock
ranks senior to all of the Company's now or hereafter issued Preferred Stock and
Common Stock with respect to payment of dividends and distribution upon
liquidation. Upon the liquidation, dissolution or winding-up of the Company,
holders of the 11% Preferred Stock are entitled to receive, out of the assets of
the Company available for distribution (after payment of all liabilities of the
Company, but before any distribution to the holders of Common Stock or any other
capital stock of the Company ranking junior to the 11% Preferred Stock as to
liquidation), an amount equal to $25 per share plus any accrued and unpaid
dividends, and no more. If the assets of the Corporation available for
distribution to the holders of the 11% Preferred Stock are insufficient to pay
such liquidation preference, the available assets will be distributed ratably
among the holders of the 11% Preferred Stock. Neither a consolidation, merger or
other business combination involving the Company nor a sale or transfer of its
assets will be considered a liquidation, dissolution or winding-up of the
Company.
On September 30, 2003, the Company is obligated to redeem (to the extent
it has funds legally available therefor) all outstanding shares of the 11%
Preferred Stock at a redemption price equal to $25.00 per share plus any accrued
and unpaid dividends. At any time on or after September 30, 1996, the Company
may, at its option, redeem (in whole or from time to time in part) the
outstanding shares of the 11% Preferred Stock for a cash payment equal to $25.50
per share (provided that such payment declines by $0.125 per share on September
30 of 1997, 1998, 1999 and 2000 and remains at $25.00 per share thereafter),
plus any accrued and unpaid dividends. The Company shall not be entitled to
make a partial redemption of the outstanding shares of the 11% Preferred Stock
unless all accrued and unpaid dividends have been paid in full.
The holders of the 11% Preferred Stock vote together with the holders of
the Common Stock on all matters to be voted on by stockholders, and have one
half of one vote per share (as compared to one vote per share for the holders of
the Common Stock). If dividends on the 11% Preferred Stock are in arrears in an
amount equal to at least six quarterly dividend payments, there has been a
default in a redemption payment, or the Company has incurred indebtedness in
excess of the restriction described above, the number of directors of the
Company will be increased by two, and the holders of the 11% Preferred Stock
will have the exclusive right to elect such two additional directors, until such
arrearage or default has been cured. In addition, the affirmative vote of at
least two-thirds of any outstanding shares of the 11% Preferred Stock (voting as
a separate class) is required for certain corporate actions, including (i) an
amendment to the Certificate of Incorporation, Certificate of Designation or
By-laws which adversely affects the rights of the holders of the 11% Preferred
Stock or increases the authorized number of shares of 11% Preferred Stock, (ii)
the authorization or issuance of any capital stock ranking on a parity with or
senior to the 11% Preferred Stock as to
-15-
<PAGE> 18
dividends or liquidation rights, (iii) any reclassification of the 11%
Preferred Stock, or (iv) the incurrence of indebtedness in excess of the limits
described above.
The shares of the 11% Preferred Stock are exchangeable, at the option of
the Company, in whole but not in part, for 11% Junior Exchange Subordinated
Debentures of the Company due 2003 (the "Exchange Debentures"), at a rate of
$25.00 principal amount of the Exchange Debentures for each share of 11%
Preferred Stock. In addition, at the time of such exchange, the Company shall
pay to the holders of the 11% Preferred Stock any accrued and unpaid dividends,
which may be paid, at the option of the Company, either in cash, in additional
Exchange Debentures or in any combination thereof.
The Company may not engage in any consolidation or merger (other than
one in which the holders of the Common Stock prior to the transaction hold 50%
or more of the common stock of the resulting company), or sell or transfer all
or substantially all of its assets, unless the Company offers to purchase all of
the outstanding shares of the 11% Preferred Stock for the optional redemption
price described above (or $25.50 per share plus accrued and unpaid dividends, in
the event such a transaction occurs prior to September 30, 1996), and purchases
any such shares which are properly tendered.
DELAWARE LAW AND CERTAIN CHARTER AND BY-LAW PROVISIONS
The Company is subject to the provisions of Section 203 of the Delaware
General Corporation Law. In general, Section 203 prohibits a publicly-held
Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date of the
transaction in which the person became an interested stockholder, unless the
business combination is approved in a prescribed manner. A "business
combination" includes mergers, asset sales and other transactions resulting in a
financial benefit to the interested stockholder. Subject to certain exceptions,
an "interested stockholder" is a person who, together with affiliates and
associates, owns, or within three years did own, 15% or more of the
corporation's voting stock.
The Company's Certificate of Incorporation provides for the division of
the Board of Directors into three classes, as nearly equal in size as possible,
with staggered three-year terms. The classification of the Board of Directors
could have the effect of making it more difficult for a third party to acquire,
or discouraging a third party from attempting to acquire, control of the
Company.
The Company's Certificate of Incorporation contains a provision
eliminating a director's liability to the Company or its stockholder for
monetary damages for a breach of fiduciary duty, except to the extent the
Delaware General Corporation Law prohibits the elimination of such liability
(such as in circumstances involving wrongful acts, such as the breach of a
director's duty of loyalty or acts or omissions which involve intentional
misconduct or a knowing violation of law). The Company's Certificate of
Incorporation also contains a provision obligating the Company to indemnify its
directors and officers to the fullest extent permitted by law.
The Company's Certificate of Incorporation provides that any action
required or permitted to be taken by the stockholders of the Company may be
taken only at a duly called stockholders meeting, and not by the written consent
of stockholders.
The Company's Certificate of Incorporation also includes a prohibition
against the issuance of non-voting equity securities.
-16-
<PAGE> 19
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock and the 11%
Preferred Stock is American Stock Transfer & Trust Company, 40 Wall Street, New
York, New York 10055. Its telephone number is 212-936-5100.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Hale and Dorr, Boston, Massachusetts.
EXPERTS
The consolidated financial statements and schedules of the Company
appearing in the Company's Annual Report on Form 10-K for the year ended June
30, 1994 have been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements and schedules are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
The financial statements of the CS Business, W/I Business and
Subsidiaries of Bull HN Information Systems Inc. incorporated in this
Prospectus by reference from Amendment No. 1 to Current Report of Wang
Laboratories, Inc. on Form 8-K/A dated January 31, 1995 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
-17-
<PAGE> 20
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
<TABLE>
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<CAPTION>
Amount to
Nature of Expense be Paid
----------------- --------
<S> <C>
SEC registration fee 31,039
Legal (including Blue Sky) and Accounting
Fees and Expenses of the Company 35,000
Miscellaneous 3,961
-------
TOTAL $70,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's Board of Directors to grant, indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). Article Tenth of Registrant's Certificate of
Incorporation provides for indemnification of its directors and officers to the
maximum extent permitted by the Delaware General Corporation Law.
<TABLE>
ITEM 16. EXHIBITS
<CAPTION>
Exhibit
Number
======
<S> <C>
2.1 (1) Amended and Restated Reorganization Plan dated
September 20, 1993
4.1 * Certificate of Incorporation, as amended to date
4.2 (1) Bylaws of Registrant
4.3 (1) Form of Common Stock Certificate
4.4 * Form of 11% Exchangeable Preferred Stock Certificate
5.1 * Opinion of Hale and Dorr
12.1 * Statement of computation of earnings to fixed charges
23.1 * Consent of Ernst & Young LLP, Independent Auditors
23.2 * Consent of Hale and Dorr (included in Exhibit 5.1)
</TABLE>
II-1
<PAGE> 21
<TABLE>
<S> <C>
23.3 * Consent of Deloitte & Touche LLP
24.1 * Power of Attorney
---------------------
<FN>
* Previously filed.
1 Filed as an Exhibit to the Registrant's Registration Statement on Form 8-A filed on September 27, 1993.
</TABLE>
ITEM 17. UNDERTAKINGS
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in this Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") that are incorporated by reference in this Registration
Statement.
(2) That, for the purposes of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
Registration
II-2
<PAGE> 22
Statement shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at the time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Corporation pursuant to the indemnification provisions described herein, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-3
<PAGE> 23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Amendment
No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Lowell, Commonwealth of
Massachusetts this 3rd day of May, 1995.
WANG LABORATORIES, INC.
By: /s/ Franklyn A. Caine
------------------------------------
Franklyn A. Caine
Executive Vice President and
Chief Financial Officer
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the
Registration Statement has been signed by the following persons on May 3, 1995, in the
capacities indicated:
<CAPTION>
Signature Title
--------- -----
<S> <C>
Joseph M. Tucci * Chairman of the Board, Chief
- ----------------------------- Executive Officer and Director
Joseph M. Tucci (Principal Executive Officer)
/s/ Franklyn A. Caine Executive Vice President and
- ----------------------------- Chief Financial Officer
Franklyn A. Caine (Principal Financial Officer)
</TABLE>
II-4
<PAGE> 24
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
Gregory C. Thompson* Vice President and Corporate
- ----------------------------- Controller (Principal Accounting
Gregory C. Thompson Officer)
Director
- -----------------------------
David A. Boucher
Director
- -----------------------------
Stephen G. Jerritts
Raymond C. Kurzweil* Director
- -----------------------------
Raymond C. Kurzweil
Axel J. Leblois* Director
- -----------------------------
Axel J. Leblois
Paul E. Tsongas* Director
- -----------------------------
Paul E. Tsongas
Karl G. Wassmann III* Director
- ------------------------------
Karl G. Wassmann III
Frederick A. Wang* Director
- ------------------------------
Frederick A. Wang
John P. White* Director
- ------------------------------
John P. White
*By: /s/ Albert A. Notini
--------------------------
Albert A. Notini
Attorney-in-Fact
</TABLE>
II-5
<PAGE> 25
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number
======
<S> <C>
2.1 (1) Amended and Restated Reorganization Plan dated
September 20, 1993
4.1* Certificate of Incorporation, as amended to date
4.2 (1) Bylaws of Registrant
4.3 (1) Form of Common Stock Certificate
4.4* Form of 11% Exchangeable Preferred Stock Certificate
5.1* Opinion of Hale and Dorr
12.1* Statement of computation of earnings to fixed charges
23.1* Consent of Ernst & Young LLP, Independent Auditors
23.2* Consent of Hale and Dorr (included in Exhibit 5.1)
23.3* Consent of Deloitte & Touche LLP
24.1* Power of Attorney
---------------------
<FN>
* Previously filed.
1 Filed as an Exhibit to the Registrant's Registration Statement on Form 8-A filed on September 27, 1993.
</TABLE>
