<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 21, 1996
REGISTRATION STATEMENT NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
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>
600 TECHNOLOGY PARK DRIVE
BILLERICA, MASSACHUSETTS 01821
(508) 967-5000
(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.
600 TECHNOLOGY PARK DRIVE
BILLERICA, MASSACHUSETTS 01821
(508) 967-5000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
COPIES TO:
<TABLE>
<S> <C>
JOHN A. BURGESS, ESQ. DAVID T. BREWSTER, ESQ.
SUSAN W. MURLEY, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM
HALE AND DORR ONE BEACON STREET
60 STATE STREET BOSTON, MASSACHUSETTS 02108
BOSTON, MASSACHUSETTS 02109 (617) 573-4800
(617) 526-6000
</TABLE>
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. / /
(Continued on following page)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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<S> <C> <C> <C> <C>
Proposed Proposed
Maximum Maximum
Title of Each Class Offering Aggregate Amount of
of Securities to be Amount to be Price Per Offering Registration
Registered Registered Share(1) Price(1) Fee
<CAPTION>
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value.................... 5,411,900(2) $19.625 $106,208,538 $36,624
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Depositary Shares each representing a 1/20
interest in a Share of 6 1/2% Series B
Cumulative Convertible Preferred Stock........ 2,875,000 (3) (3) (3)
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6 1/2% Series B. Cumulative Convertible
Preferred Stock, $.01 par value............... 143,750 (4) (4) (4)
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</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457 under the Securities Act of 1933, as amended (the "Securities
Act"), and based upon prices on the Nasdaq National Market on June 20, 1996.
(2) Represents shares of Common Stock of the Registrant issuable upon conversion
of the 6 1/2% Series B Preferred Stock represented by the Depositary Shares.
The number of shares of Common Stock covered by the Registration Statement
also includes additional shares which may be issued as a result of
adjustment provisions in the conversion price of the 6 1/2% Series B
Preferred Stock.
(3) Pursuant to Rule 457 under the Securities Act, no additional registration
fee is required to be paid.
(4) Pursuant to Rule 457 under the Securities Act, no additional registration
fee is required to be paid.
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.
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<PAGE> 2
(Continued from previous page)
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/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registrations statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
<PAGE> 3
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.
SUBJECT TO COMPLETION; DATED JUNE 21, 1996
PROSPECTUS
2,875,000 DEPOSITARY SHARES EACH REPRESENTING A 1/20 INTEREST
IN A SHARE OF 6 1/2% SERIES B CUMULATIVE CONVERTIBLE PREFERRED STOCK
143,750 SHARES OF 6 1/2% SERIES B CUMULATIVE CONVERTIBLE PREFERRED STOCK,
$.01 PAR VALUE
5,411,900 SHARES OF COMMON STOCK,
$.01 PAR VALUE
WANG LABORATORIES, INC.
The 2,875,000 Depositary Shares (the "Depositary Shares") of Wang
Laboratories, Inc. ("Wang" or the "Company"), the 143,750 shares of 6 1/2%
Series B Cumulative Convertible Preferred Stock, $.01 par value per share (the
"Series B Preferred Stock"), of the Company represented by the Depositary Shares
and the 5,411,900 shares of Common Stock, $.01 par value per share (the "Common
Stock" and, together with the Depositary Shares and the Preferred Stock, the
"Securities"), of the Company issuable upon conversion of the Series B Preferred
Stock may be offered from time to time for the account of certain holders of the
Securities (the "Selling Holders") as described under "Selling Holders." The
Selling Holders may from time to time sell the Securities offered hereby in the
over-the-counter market, in negotiated transactions or through a combination of
such methods of sale, at market prices prevailing at the time of sale, at prices
related to then prevailing market prices or at negotiated prices. See "Plan of
Distribution."
The Depositary Shares were originally issued by the Company on February 27,
1996 in a transaction exempt from registration under the Securities Act of 1933,
as amended (the "Securities Act"), and each Depositary Share represents a 1/20
interest in a share of Series B Preferred Stock, entitling the holder thereof,
proportionately, to all the rights and preferences of the Series B Preferred
Stock represented thereby (including dividend, voting, conversion, redemption
and liquidation rights and preferences). The Series B Preferred Stock
represented by the Depositary Shares is deposited with American Stock Transfer &
Trust Company (the "Depositary"), and, unless withdrawn, will not trade
separately from the Depositary Shares (see "Description of Depositary Shares --
Withdrawal of Preferred Stock" and -- "Amendment and Termination of the Deposit
Agreement").
The Series B Preferred Stock represented by the Depositary Shares is
convertible at the option of the holder at any time, unless previously redeemed,
into Common Stock initially at the rate of 37.6471 shares of Common Stock for
each share of Series B Preferred Stock (equivalent to a conversion price of
$26.5625 per share of Common Stock or a rate of 1.8824 shares of Common Stock
for each Depositary Share). The initial conversion price is subject to
adjustment in certain events. See "Description of Series B Preferred Stock."
The Series B Preferred Stock (and related Depositary Shares) may not be
redeemed through March 1, 1999. Thereafter, the Series B Preferred Stock (and
related Depositary Shares) may be redeemed at the option of the Company, in
whole or in part, at specified redemption prices plus accrued and unpaid
dividends through the redemption date. At any time the Series B Preferred Stock
is redeemed, the Depositary Shares representing the Series B Preferred Stock
will be redeemed at a price per share equal to 1/20 of the redemption price per
share of Series B Preferred Stock. See "Description of Series B Preferred Stock"
and "Description of Depositary Shares."
Cash dividends on the Series B Preferred Stock are cumulative at the rate of
$65 per annum per share ($3.25 per annum per Depositary Share), payable
quarterly in arrears, commencing on May 1, 1996. Each share of Series B
Preferred Stock represents the right to receive $1,000 ($50 per Depositary
Share), plus accrued and unpaid dividends, upon liquidation of the Company. The
Series B Preferred Stock ranks junior to the Company's 4 1/2% Series A
Cumulative Convertible Preferred Stock and senior to the Common Stock with
respect to payment of dividends or upon liquidation, dissolution or winding up
of the Company.
The Depositary Shares are eligible for trading by "qualified institutional
buyers" in the Private Offerings, Resales and Trading through Automated Linkages
("PORTAL") Market. The Common Stock is listed on the Nasdaq National Market
under the symbol "WANG." On June 20, 1996, the last reported sale price of the
Common Stock on the Nasdaq National Market was $19.375 per share.
The Company will not receive any of the proceeds from the sale by the
Selling Holders of the Securities offered hereby.
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER
"RISK FACTORS" BEGINNING ON PAGE 4.
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 , 1996.
<PAGE> 4
ADDITIONAL INFORMATION
The Company is 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
Securities and Exchange Commission (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, New York, New York 10048, and 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., 1735 K Street, N.W., Washington, D.C. 20006. In
addition, the Company is required to file electronic versions of these documents
with the Commission through the Commission's Electronic Data Gathering,
Analysis, and Retrieval (EDGAR) system. The Commission maintains a World Wide
Web site at http://www.sec.gov that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission.
The Company has filed with the Commission a Registration Statement on Form
S-3 (together with all amendments, exhibits and schedules thereto, the
"Registration Statement") under the Securities Act with respect to the
Securities 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
Securities, 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 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.
"Wang" is a registered trademark 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, 1995;
(2) The Company's Quarterly Report on Form 10-Q, as amended by a Form
10-Q/A, for the quarter ended September 30, 1995;
(3) The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1995;
(4) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996;
(5) The Company's Current Reports on Form 8-K dated July 21, 1995,
December 7, 1995, January 23, 1996, February 28, 1996, April 4, 1996 and
May 10, 1996; and
(6) 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 Securities 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
2
<PAGE> 5
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, 600 Technology Park
Drive, Billerica, Massachusetts, 01821, telephone (508) 967-5000.
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.
3
<PAGE> 6
RISK FACTORS
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 Securities offered hereby.
Brief Operating History Subsequent to Chapter 11 Reorganization;
Noncomparability of Historical Financial Information. On September 30, 1993,
the Company's reorganization plan (the "Reorganization Plan") was confirmed
after the Company had operated under Chapter 11 of the U.S. Bankruptcy Code
("Chapter 11") since August 18, 1992. 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, could only 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, 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.
Implementation of Business Strategy. The Company's strategy is to build
upon internal growth in its targeted segments of the software and information
technology services markets with strategic alliances and acquisitions designed
to complement Wang's core competencies. The Company's ability to implement this
strategy fully over the long term, and the ultimate success of this strategy,
are subject to a broad range of uncertainties and contingencies, many of which
are beyond the Company's control. There can be no assurance that the Company
will be able to implement required strategic relationships or acquisitions, or,
if entered into, that such strategic relationships or acquisitions will in fact
further the implementation of the Company's business strategy. The Company's
existing strategic relationships with Microsoft Corporation ("Microsoft") and
Kodak Business Imaging Systems ("Kodak") are subject to a variety of
uncertainties, including possible evolutions in technology, business
relationships or strategic plans of the parties which may, in the future, result
in the termination of, or a change in the nature of or in the expectations with
respect to, such strategic relationships. The Company's relationship with
Microsoft also includes certain contractual obligations, which, if not
satisfied, could allow Microsoft to terminate all or a portion of the
relationship. In addition, there can be no assurance that any of the Company's
acquisitions or strategic alliances will result in long-term benefits to the
Company, or, with respect to one or more significant acquisitions, that the
Company and its management will be able to effectively assimilate and manage the
resulting business. The Company evaluates such transactions regularly, and one
or more such transactions could occur at any time.
Currently, a significant portion of the Company's revenues are attributable
to the servicing, upgrading and enhancement of its installed base of VS and
other traditional proprietary systems, which revenues the Company expects will
continue to decline. As the Company's proprietary revenues decline, individual
customer losses may have a significant effect on the rate of decline. The
Company's continued growth is predicated on the business strategy described
above (including the acquisition of new customer service and network integration
businesses and continued expansion of its software business) more than
offsetting the decline in revenues from traditional sources. To the extent that
there are delays and difficulties in the implementation of the Company's
strategy, or that the decline in revenues from traditional sources is more rapid
than anticipated, the Company's results of operations and the price of its
equity securities could be adversely affected.
Competition. The information technology industry, including the work
management software and service and support markets, is intensely competitive
and undergoing rapid change. Competition is vigorous in all parts of the
worldwide market for work management software, software for the expanding
Internet marketplace and office-related software and services. The Company's
competitors are numerous and vary
4
<PAGE> 7
widely in market position, size and resources. Some have substantially greater
resources, including larger research and engineering staffs and larger marketing
organizations than the Company. Competitors differ significantly depending upon
the market, customer and geographic area involved. In many of the Company's
markets, traditional computer hardware companies provide the most significant
competition. The Company must also compete, particularly in the market for open
systems application software and imaging technology, with newer, smaller
businesses with more limited resources, but which have, in a number of cases,
been able to develop and bring to market significant products with highly
competitive technological features. There can be no assurance that the Company
will have the technical resources to be able to introduce competitive software
products on a timely basis, invest in research and development activity on the
same basis as its competitors, or otherwise be able to develop new software and
enhancements to current software on a timely basis. In addition, the third-party
maintenance and support market is extremely competitive with low barriers to
entry, and many other organizations, including hardware-independent service
organizations, compete for the provision of maintenance and service to users. In
addition, firms not now in direct competition with the Company, including large
software development and sales companies, may in the future introduce competing
products or services.
Possible Volatility of Price of Securities. Factors such as announcements
of technological innovations or new products by the Company, its competitors or
other third parties, quarterly variations in the Company's results of
operations, and changes in overall industry conditions may all affect the market
prices of the Securities and cause them to fluctuate significantly. In addition,
because the Company does not have a significant history of financial results
since its reorganization, and because post-reorganization results are not
comparable with those prior to and during the Chapter 11 proceeding,
uncertainties concerning the financial performance of the Company on a sustained
basis may increase the volatility of the market prices of the Securities.
Furthermore, the market prices of the stocks of many high technology companies
have experienced wide fluctuations that have not necessarily been related to the
operating performance of the individual companies.
International Operations. International revenues in recent years have
accounted for approximately one-half of the Company's total revenues. The
Company's international operations are subject to all of the risks normally
associated with international sales, including changes in regulatory compliance
requirements, compliance costs associated with International Standards
Organization (ISO) 9000 quality control standards, special standards
requirements, exposure to currency fluctuations, tariffs and other barriers,
difficulties in staffing and managing international subsidiary operations,
potentially adverse tax consequences and country-specific product requirements.
While the Company attempts to reduce its currency exposure, there can be no
assurance that it will not experience significant losses on international
currency fluctuations. In addition, effective intellectual property protection
may not be available in every foreign country in which the Company's products
are distributed.
Dependence on Government Revenue. In recent years the Company has derived
approximately 15% of its revenues from branches or agencies of the United States
government, and derived significant additional revenues from agencies of various
foreign governments. A significant portion of the Company's United States
federal government revenues comes from orders under government contract or
subcontract awards, which involves the risk that the failure to obtain an award,
or a delay on the part of the government agency in making the award or of
ordering or paying for products under an awarded contract, could have an impact
on the financial performance of the Company for the period in question. Other
risks involved in government sales are the larger discounts (and thus lower
margins) often involved in government sales, the unpredictability of funding for
various government programs, and the ability of the government agency to
unilaterally terminate the contract. Revenues from the United States government
and government agencies are received under a number of different contracts and
from a number of different government agencies and departments. Most sources of
government revenues are independent of each other, although occasionally orders
under one contract or from one government agency may be linked with orders under
another contract or from another agency (so that if one order or contract were
cancelled, it is likely that the other would also be cancelled).
Superior Rights of Preferred Stock. The Board of Directors of the Company
is authorized under the Company's Certificate of Incorporation, without
stockholder approval, to issue from time to time up to an
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<PAGE> 8
aggregate of 5,000,000 shares of preferred stock, $.01 par value per share (the
"Preferred Stock"), in one or more series. Of the 5,000,000 authorized shares of
Preferred Stock, 90,000 shares have been designated as 4 1/2% Series A
Cumulative Convertible Preferred Stock (the "Series A Preferred Stock"), all of
which shares have been issued, and 143,750 shares have been designated as Series
B Preferred Stock, all of which shares have been issued and are represented by
the Depositary Shares offered hereby. The rights of holders of Common Stock
(including the Common Stock offered hereby issuable upon conversion of the
Series B Preferred Stock represented by the Depositary Shares) are subject to,
and may be adversely affected by, the rights of holders of the Series A
Preferred Stock and the Series B Preferred Stock represented by the Depositary
Shares and any other series of Preferred Stock that the Company may designate
and issue in the future. In particular, before any payment or distribution is
made to holders of Common Stock upon the liquidation, dissolution or winding-up
of the Company, holders of both the Series A Preferred Stock and the Series B
Preferred Stock are entitled to receive a liquidation preference of $1,000 per
share, plus accrued and unpaid dividends. The Series A Preferred Stock and the
Series B Preferred Stock represented by the Depositary Shares also have various
rights, preferences and privileges with respect to dividends, redemption,
voting, conversion and registration under the Securities Act.
Potential Dilution Attributable to Intercompany Convertible Instruments,
Privately Placed Stock and Warrants. The Company may from time to time, in its
sole discretion, issue an aggregate of up to 50,000 units of Intercompany
Convertible Instruments to certain of its foreign subsidiaries in order to
increase the capitalization of such subsidiaries and help the Company maintain
its worldwide network of sales and service operations. At the present time,
49,225 Intercompany Convertible Instruments have been issued. The Intercompany
Convertible Instruments are redeemable for cash at $1,000 per unit by the
Company at any time and convertible at the election of the holder into $1,000
worth of Common Stock per unit at a conversion price equal to the greater of the
then market price per share of the Company's Common Stock or $4.00. Also, in
addition to the 5,411,900 shares of Common Stock offered hereby issuable upon
conversion of the Series B Preferred Stock represented by the Depositary Shares,
approximately 3,913,100 shares of Common Stock are issuable upon conversion of
the outstanding shares of Series A Preferred Stock. In addition, the Company has
issued and there are outstanding 7,500,000 warrants to purchase shares of Common
Stock at an exercise price of $21.45 per share (the "Warrants"). The Warrants
were issued under the Company's Reorganization Plan to holders of equity
interests in the predecessor company. Any conversion of the Intercompany
Convertible Instruments or the Preferred Stock or exercise of the Warrants could
dilute the relative interest of holders of outstanding Common Stock.
Anti-takeover Provisions. The Company's Certificate of Incorporation and
By-Laws and the Delaware General Corporate Law contain provisions which could
have the effect of delaying or preventing transactions that might result in a
change in control of the Company, including transactions in which stockholders
might otherwise receive a premium for their shares over the then-current market
price, and may limit the ability of stockholders to approve transactions that
they deem to be in their best interests.
6
<PAGE> 9
THE COMPANY
Wang develops, markets and supports software and offers services that
define, automate, manage and measure critical business processes. The Company
develops and markets software for applications in work management (workflow,
imaging, computer output to laser disk (COLD) and document and storage
management), and provides integration and support services for office networks
worldwide. The Company's software and services enable its customers to realize
improvements in productivity, quality and responsiveness through the definition,
automation, management and measurement of critical business processes. The
Company's customers include businesses, institutions and governments of varying
sizes around the world.
Business Strategy
The Company focuses on particular segments of the software and services
industries in which the Company enjoys substantial sales, research and
development and marketing expertise and which, in the Company's judgment, offer
significant growth opportunities. The Company's strategy is, through internal
development and acquisition, to build upon its position in the work management
software solutions market and to strengthen its position as a worldwide provider
of support and value-added network integration services for office systems. The
Company believes that this approach will build on its existing technological
strengths and customer base, and position the Company to respond effectively to
evolving changes in the worldwide market for information services.
Software
Wang is a leading provider of work management software for client/server
applications which permit customers to track, manage and improve their critical
business processes. The Company's workflow, imaging and COLD software allows
customers to define, automate, manage and measure the flow of work, add imaging
to new or existing applications and integrate images, documents and computer
data into business processes. The software operates on open, client/server
platforms and supports the needs of an enterprise, from individual desktops to
distributed work groups to mission-critical production applications. Principal
markets for the Company's software include: banking and financial services;
insurance; government; and enterprises with structured business processes.
Wang has sought to leverage and enhance its strength in work management
software through strategic alliances and acquisitions targeted to complement
Wang's core competencies. In April 1995, Wang and Microsoft announced a
worldwide multi-year technical, service and marketing alliance pursuant to which
Wang was designated as Microsoft's preferred vendor of imaging and workflow
systems, and as an authorized provider of end-user support services for
Microsoft products. As part of the alliance, Microsoft purchased $90.0 million
face amount of Wang's Series A Preferred Stock for $84.0 million.
In addition, in March 1995, the Company and Kodak Business Imaging Systems
("Kodak"), a division of Eastman Kodak Company, announced a strategic alliance
which provides for the distribution by Kodak of Wang's imaging, workflow and
COLD software on a private label basis, and which provides Wang access to
advanced Kodak technology in areas of optical peripherals, scanners and color
imaging.
In July 1995, Wang acquired Sigma Imaging Systems, Inc. ("Sigma"), a
developer of state-of-the-art workflow and imaging software for paper-intensive
businesses. This software provides customers the scalable, enterprise-wide
processing power required for high-volume, image-based transaction processing
applications. The Sigma software line is used in many of the largest multi-site
imaging and workflow systems currently in commercial use on Windows NT. The
acquisition by Wang of the Sigma software line is allowing Wang to accelerate
development and commercialization of Windows NT versions of its imaging and
workflow server software.
In December 1995, the Company acquired Avail Systems Corporation ("Avail"),
a developer of software that automates the storage, relocation, archiving and
retrieval of information on a client/server network. In early 1995, prior to the
acquisition of Avail by Wang, Avail and Microsoft announced an agreement to
include Avail's storage management technology in the next generation of
Microsoft's Windows NT operating system. In connection with the acquisition,
Wang expanded and enhanced the Company's alliance with Microsoft.
7
<PAGE> 10
Wang believes that the acquisition of Avail positions it to become a leader in
the high-growth network storage management market and, coupled with the Sigma
imaging technology, enables Wang to expand and enhance its work management
software offerings.
Services
Wang is a leading independent provider of maintenance and support services,
network integration, installation, training and other value-added services to
customers worldwide. As part of its strategy in the services market, the Company
targets growth segments of the market, including services for desktop systems
and networking systems and service and support for high-end UNIX systems and
network integration. The Company provides support services for customers on
existing proprietary mainframe and mid-range systems, including the Company's VS
minicomputers and the GCOS platform of Compagnie des Machines Bull. In addition,
the Company is continuing to build upon its existing VS and GCOS customer base,
to support customer transition strategies from existing proprietary systems to
client/server applications and to service the needs of its VS minicomputer
customers by offering upgrade software, service and open system coexistence and
migration products. Principal markets for the Company's services include:
governments; hardware and software producers desiring an international service
organization; and businesses with large or expanding computer networks.
Wang and its authorized distributors support more than 3,500 third-party
products in approximately 130 countries through a worldwide network of customer
engineers, telephone "help desk" support centers and logistics operations. The
Company offers a range of services and support for client/server applications,
including users of numerous desktop systems (AST, Dell, Leading Edge, NEC,
Packard Bell, Printronix and Zenith Data Systems), users of networking products
(Banyan, Bay Networks and Novell) and end-user help desk services (Leading Edge,
NEC, Packard Bell and Tricord). Under the Company's alliance with Microsoft,
Wang was designated an authorized provider of end-user support services for
Microsoft products, and has provided support services for Windows 95 users in
Australia since the product's introduction in August 1995.
In October 1995, the Company built upon its strength in the solutions
integration business through the acquisition of BISS Limited ("BISS"), a United
Kingdom company which specializes in the design, implementation and support of
network computing solutions. The Company believes that, with this acquisition,
it is one of the largest independent network integrators in the United Kingdom.
The new organization is focusing on developing network infrastructure solutions,
including local area network ("LAN") and wide area network interconnection,
client/server architecture and network management systems.
On May 3, 1996, the Company acquired Dataserv Computer Maintenance, Inc.
("Dataserv") from BellSouth Corporation for $28.5 million in cash. Dataserv
provides customers with computer maintenance and support services for
point-of-sale retail scanners and registers and industry-standard servers and
desktop products, as well as application helpdesk and network integration
services. Dataserv is focused on servicing companies in the banking and
financial services, insurance, retail and manufacturing industries.
General
Wang's products and services are offered by a worldwide sales and marketing
organization. The Company's direct sales and marketing organization is
supplemented by independent distributors in approximately 100 countries. To
further support its worldwide direct sales and distributor organization, the
Company has additional channels of distribution, including value-added resellers
("VARs") and software partners who incorporate their proprietary application
software into the Company's software or integrate their software applications
with those of the Company.
Wang Laboratories, Inc. (together with its subsidiaries, "Wang" or the
"Company") is a Delaware corporation. The Company's principal office is located
at 600 Technology Park Drive, Billerica, Massachusetts 01821 and its telephone
number is (508) 967-5000.
8
<PAGE> 11
RATIO OF EARNINGS TO COMBINED FIXED
CHARGES AND PREFERRED STOCK DIVIDENDS
Set forth below is the ratio of earnings to combined fixed charges and
preferred stock dividends for the nine months ended March 31, 1996, the year
ended June 30, 1995, the nine months ended June 30, 1994, the three months ended
September 30, 1993, and the years ended June 30, 1993, 1992 and 1991. For
purposes of computing the ratio, (i) earnings consist of income (loss) from
continuing operations before income taxes, discontinued operations,
"fresh-start" reporting adjustment, extraordinary item and fixed charges and
(ii) fixed charges consist of interest on debt, that portion of rent expense
that the Company believes to be representative of interest and the preferred
stock dividend requirement. The Company adopted "fresh-start" reporting, as
required by Statement of Position 90-7, "Financial Reporting by Entities in a
Reorganization Under the Bankruptcy Code" issued by the American Institute of
Certified Public Accountants, effective September 30, 1993, in connection with
its reorganization under Chapter 11 of the Bankruptcy Code (the
"Reorganization").
<TABLE>
<CAPTION>
REORGANIZED COMPANY PREDECESSOR COMPANY
----------------------------------------------- ----------------------------------------
NINE MONTHS NINE MONTHS THREE MONTHS
ENDED YEAR ENDED ENDED ENDED
MARCH 31, 1996 JUNE 30, 1995 JUNE 30, 1994 SEPTEMBER 30, 1993 1993 1992 1991
--------------- -------------- -------------- ------------------- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings to combined
fixed charges.................. (1) (1) 1.7 (1) (1) (1) (1)
<FN>
- ---------------
(1) Earnings were inadequate during these periods to cover combined fixed
charges and preferred stock dividends. The dollar amount of the deficiency
at March 31, 1996, June 30, 1995, September 30, 1993, June 30, 1993, June
30, 1992, and June 30, 1991 was $18.5 million, $48.1 million, $18.7 million,
$172.5 million, $282.8 million and $291.3 million, respectively. The dollar
amount of the deficiencies for the periods before October 1, 1993 were
computed using financial information prior to the Reorganization.
</TABLE>
USE OF PROCEEDS
The Company will not receive any proceeds from the sale by the Selling
Holders of the Securities offered hereby.
SELLING HOLDERS
The Depositary Shares were initially issued and sold pursuant to a Purchase
Agreement dated as of February 21, 1996, between the Company, on the one hand,
and Lehman Brothers Inc., BT Securities Corporation and Salomon Brothers Inc
(together, the "Initial Purchasers"), on the other hand. The Selling Holders
acquired the Depositary Shares (i) from the Initial Purchasers in transactions
complying with Rule 144A, Regulation D or Regulation S under the Securities Act
or (ii) in other permitted resale transactions exempt from registration under
the Securities Act from the Initial Purchasers or holders who acquired the
Depositary Shares from the Initial Purchasers or other prior holders thereof.
Except as otherwise indicated, the table below sets forth certain
information with respect to the Selling Holders and the Depositary Shares as of
June 5, 1996. The term Selling Holders includes the beneficial owners of the
Securities listed below and their transferees, pledgees, donees or other
successors. Other than as a result of the ownership of Securities indicated
below, none of the Selling Holders has had any material relationship with the
Company or any of its affiliates within the past three years.
9
<PAGE> 12
<TABLE>
<CAPTION>
NUMBER/
PERCENTAGE OF
NUMBER OF NUMBER OF DEPOSITARY SHARES
NAME OF DEPOSITARY SHARES DEPOSITARY SHARES BENEFICIALLY OWNED
SELLING HOLDER BENEFICIALLY OWNED OFFERED HEREBY(1) AFTER OFFERING(1)
- --------------------------------- ------------------- ------------------ -------------------
<S> <C> <C> <C>
Bank of New York................. 232,500 232,500 --
Bankers Trust Company............ 354,400 354,400 --
Bear Stearns Securities Corp..... 148,000 148,000 --
Boston Safe Deposit & Trust
Co............................. 362,200 362,200 --
Brown Brothers Harriman & Co..... 117,500 117,500 --
Chase Manhattan Bank, N.A.
(The).......................... 415,800 415,800 --
Chemical Bank.................... 23,000 23,000 --
Chase Manhattan Bank Trust Co.... 10,000 10,000 --
Citibank, N.A.................... 2,000 2,000 --
Fifth Third Bank (The)........... 15,000 15,000 --
First Interstate Bank of
California..................... 30,000 30,000 --
Firstar Trust Company............ 53,400 53,400 --
First National Bank of Boston
(The).......................... 7,350 7,350 --
First National Bank of Chicago... 10,000 10,000 --
Fleet Bank of Massachusetts,
N.A............................ 2,350 2,350 --
Harris Trust & Savings Bank...... 39,100 39,100 --
Investors Fiduciary Trust
Company/SSB.................... 120,050 120,050 --
Investors Bank & Trust/M.F.
Custody........................ 115,000 115,000 --
Lehman Brothers, Inc............. 245,000 245,000 --
McDonald & Company Securities,
Inc............................ 11,100 11,100 --
Mercantile, Safe Deposit and
Trust Company.................. 23,800 23,800 --
Morgan Guaranty Trust Co. of New
York........................... 17,460 17,460 --
Morgan Stanley & Co.,
Incorporated................... 1,500 1,500 --
Murphy & Durleu.................. 40 40 --
Northern Trust Co., -- Trust..... 54,000 54,000 --
OCM Convertible Limited
Partnership.................... 4,500 4,500 --
Paine Webber, Inc................ 71,700 71,700 --
Salomon Brothers Inc............. 19,450 19,450 --
Societe General Securities
Corporation.................... 15,000 15,000 --
SSB-Custodian.................... 346,300 346,300 --
Wagner, Stott & Co............... 2,500 2,500 --
--------- ---------
Total............................ 2,870,000 2,870,000 --
<FN>
- ---------------
(1) Assumes that all of the Depositary Shares are sold.
</TABLE>
The preceding table has been prepared based upon information furnished to
the Company by the Depositary or by or on behalf of the Selling Holders.
Additional information concerning ownership of the Securities offered hereby
rests with certain holders of the Securities who are not named in the preceding
table, with whom the Company believes it has no affiliation and from whom the
Company has received no response to its request for such information.
In view of the fact that Selling Holders may offer all or a portion of the
Depositary Shares or shares of Common Stock held by them pursuant to the
offering contemplated by this Prospectus, and because this offering is not being
underwritten on a firm commitment basis, no estimate can be given as to the
number of
10
<PAGE> 13
Depositary Shares or shares of Common Stock that will be held by the Selling
Holders after completion of the offering made hereby.
Information concerning the Selling Holders may change from time to time and
any such changed information will be set forth in supplements to this Prospectus
if and when necessary. In addition, the price at which the Series B Preferred
Stock represented by the Depositary Shares is convertible into Common Stock is
subject to adjustment under certain circumstances. Accordingly, the number of
shares of Common Stock issuable upon conversion thereof offered hereby may
increase or decrease.
As noted above, the Series B Preferred Stock represented by the Depositary
Shares is deposited with the Depositary and, unless withdrawn (see "Description
of Depositary Shares -- Withdrawal of Preferred Stock" and -- "Amendment and
Termination of the Deposit Agreement"), will not trade separately from the
Depositary Shares.
PLAN OF DISTRIBUTION
The Securities covered hereby may be offered and sold from time to time by
the Selling Holders. The Selling Holders 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, or through a combination of such methods of sale, at market prices
prevailing at the time of sale, prices related to the then prevailing market
price or at negotiated prices, including pursuant to one or more of the
following methods: (i) purchases by a broker-dealer as principal and resale by
such broker or dealer for its account pursuant to this Prospectus; (ii) ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
and (iii) 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 Holders may also pledge
Securities as collateral for margin accounts and such Securities could be resold
pursuant to the terms of such accounts. In effecting sales, broker-dealers
engaged by the Selling Holders 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 Holders 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 Holders in connection with the offering of
certain of the shares by Selling Holders.
The Company has agreed to indemnify the Selling Holders against certain
liabilities, including certain liabilities under the Securities Act, in
connection with the sale of shares pursuant to this Prospectus. Additionally,
the Company will pay the expenses incurred in connection with this offering,
other than brokerage commissions, underwriting fees or expenses and legal or
accounting expenses incurred by the Selling Holders.
In offering the Securities covered hereby, the Selling Holders and any
broker-dealers and any other participating broker-dealers who execute sales for
the Selling Holders 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 Holders and the compensation of such broker-dealer may be deemed to be
underwriting discounts and commissions.
The Company has advised the Selling Holders that during such time as they
may be engaged in a distribution of Securities included herein they are required
to comply with Rules 10b-6 and 10b-7 under the Exchange Act 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 Securities 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. 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.
11
<PAGE> 14
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 by the Selling Holders of the shares covered hereby
will terminate on the earlier of (i) such date that permits the Registration
Statement to be usable for a period of three years from February 27, 1996 or
(ii) the date on which all Securities offered hereby have been sold by the
Selling Holders. The Selling Holders have agreed to discontinue disposition of
the Securities covered hereby in certain circumstances, including upon receipt
of notice from the Company that there exists material undisclosed information
which the Company has a bona fide business purpose for keeping confidential.
DESCRIPTION OF SERIES B PREFERRED STOCK
The summary of terms of the Series B Preferred Stock contained in this
Registration Statement does not purport to be complete and is subject to, and
qualified in its entirety by, the complete text of the Certificate of
Incorporation and the Certificate of Designations of the Series B Preferred
Stock (the "Series B Certificate of Designations"), which are hereby
incorporated by reference and made a part hereof. The Certificate of
Incorporation and the Series B Certificate of Designations are available from
the Company. See "Information Incorporated by Reference."
GENERAL
The Company has authorized the issuance of 143,750 shares of Series B
Preferred Stock, all of which are issued and outstanding. The holders of the
Series B Preferred Stock have no preemptive rights with respect to any shares of
capital stock of the Company or any other securities of the Company convertible
into or carrying rights or options to purchase any such shares. The Series B
Preferred Stock is not subject to any sinking fund or other obligation of the
Company to redeem or retire the Series B Preferred Stock. Unless converted or
redeemed, the Series B Preferred Stock has perpetual maturity.
DIVIDENDS
Holders of shares of Series B Preferred Stock will be entitled to receive,
when, as and if declared by the Board of Directors of the Company out of assets
of the Company legally available therefor, cumulative cash dividends at the rate
per annum of $65 per share of Series B Preferred Stock. Dividends on the Series
B Preferred Stock are payable quarterly in arrears on May 1, August 1, November
1 and February 1 of each year, commencing May 1, 1996 (and, in the case of any
accrued but unpaid dividends, at such additional times and for such interim
periods, if any, as determined by the Board of Directors), at such annual rate.
Such quarterly cash payments may not be treated as dividends for federal income
tax purposes. Each such dividend is payable to holders of record as they appear
on the stock records of the Company at the close of business on such record
dates, which shall not be more than 60 days or less than 10 days preceding the
payment dates corresponding thereto, as shall be fixed by the Board of Directors
of the Company or a duly authorized committee thereof. Dividends on shares of
Series B Preferred Stock accrue from the date of issuance of such shares of
Series B Preferred Stock. Dividends are cumulative from such date, whether or
not in any dividend period or periods there shall be assets of the Company
legally available for the payment of such dividends. Accumulations of dividends
on shares of Series B Preferred Stock do not bear interest. Dividends payable on
the Series B Preferred Stock for any period greater or less than a full dividend
period will be computed on the basis of a 360-day year consisting of twelve
30-day months. Dividends payable on the Series B Preferred Stock for each full
dividend period will be computed by dividing the annual dividend rate by four.
The Series B Preferred Stock ranks junior as to dividends to the Series A
Preferred Stock and any class or series of the Company's stock hereafter issued
which ranks senior as to dividends to the Series B Preferred Stock
(collectively, "senior dividend stock"), and if at any time the Company has
failed to pay or declare and set apart for payment accrued and unpaid dividends
on any senior dividend stock, the Company may not pay any dividends on the
Series B Preferred Stock.
The Series B Preferred Stock will have priority as to dividends over the
Common Stock and any other series or class of the Company's stock hereafter
issued which ranks junior as to dividends to the Series B
12
<PAGE> 15
Preferred Stock (collectively, "junior dividend stock"). The Company will not
(i) declare, pay or set apart funds for the payment of any dividend or other
distribution with respect to any junior dividend stock, or (ii) redeem, purchase
or otherwise acquire for consideration any junior dividend stock or any series
or class of the Company's stock hereinafter issued which ranks on a parity as to
dividends with the Series B Preferred Stock (collectively, "parity dividend
stock") through a sinking fund or otherwise (except by conversion into or
exchange for shares of junior dividend stock and other than a redemption or
purchase or other acquisition of shares of Common Stock of the Company made for
purposes of an employee incentive or benefit plan of the Company or any
subsidiary), unless all accrued and unpaid dividends with respect to the Series
B Preferred Stock and any parity dividend stock at the time such dividends are
payable have been paid or funds have been set apart for payment of such
dividends.
The Company will not declare, pay or set apart funds for payment of
dividends on any parity dividend stock unless it has paid or declared and set
apart for payment or contemporaneously pays or declares and sets apart for
payment all accrued and unpaid dividends for all prior periods on the Series B
Preferred Stock and may not pay dividends on the Series B Preferred Stock unless
it has paid or declared and set apart for payment or contemporaneously pays or
declares and sets apart for payment all accrued and unpaid dividends for all
prior periods on the parity dividend stock. Whenever all accrued dividends are
not paid in full on the Series B Preferred Stock or any parity dividend stock,
all dividends declared on the Series B Preferred Stock and such parity dividend
stock will be declared pro rata so that the amount of dividends declared per
share on the Preferred Stock and such parity dividend stock will bear the same
ratio that accrued and unpaid dividends per share on the Series B Preferred
Stock and such parity dividend stock bear to each other.
Under Delaware law, the Company may declare and pay dividends on its shares
of capital stock out of its surplus (which totalled $338.1 million as of March
31, 1996) or, in case there is no such surplus, out of net income for the fiscal
year in which the dividend is declared and/or the preceding fiscal year.
REDEMPTION
<TABLE>
The Series B Preferred Stock is not redeemable prior to March 1, 1999. On
and after such date, the Series B Preferred Stock is redeemable at the option of
the Company, in whole or in part, at the following redemption prices per share
if redeemed during the 12-month period beginning March 1 of the year indicated
below, plus, in each case, all dividends accrued and unpaid on the Series B
Preferred Stock up to the date fixed for redemption, upon giving notice as
provided below:
<CAPTION>
REDEMPTION PRICE
YEAR PER SHARE
- ------------------------------------------------------ -----------------
<S> <C>
1999.................................................. $1,030
2000.................................................. $1,020
2001.................................................. $1,010
2002 and thereafter................................... $1,000
</TABLE>
If fewer than all of the outstanding shares of Series B Preferred Stock are
to be redeemed, the shares to be redeemed will be determined pro rata or by lot
or in such other manner as prescribed by the Company's Board of Directors.
At least 15 days but not more than 30 days prior to the date fixed for the
redemption of the Series B Preferred Stock, a written notice will be mailed to
each holder of record of Series B Preferred Stock to be redeemed, notifying such
holder of the Company's election to redeem such shares, stating the date fixed
for redemption thereof and calling upon such holder to surrender to the Company
on the redemption date at the place designated in such notice the certificate or
certificates representing the number of shares specified therein. On or after
the redemption date, each holder of Series B Preferred Stock to be redeemed must
present and surrender his certificate or certificates for such shares to the
Company at the place designated in such notice and thereupon the redemption
price of such shares will be paid to or on the order of the person whose name
appears on such certificate or certificates as the owner thereof and each
surrendered certificate will be
13
<PAGE> 16
canceled. Should fewer than all the shares represented by any such certificate
be redeemed, a new certificate will be issued representing the unredeemed
shares.
From and after the redemption date (unless the Company defaults in payment
of the redemption price), all dividends on the shares of Series B Preferred
Stock designated for redemption in such notice will cease to accrue and all
rights of the holders thereof as stockholders of the Company, except the right
to receive the redemption price thereof (including all accrued and unpaid
dividends up to the redemption date), will cease and terminate and such shares
will not thereafter be transferred (except with the consent of the Company) on
the Company's books, and such shares shall not be deemed to be outstanding for
any purpose whatsoever. On the redemption date, the Company must pay any accrued
and unpaid dividends in arrears for any dividend period ending on or prior to
the redemption date. In the case of a redemption date falling after a dividend
payment record date and prior to the related payment date, the holders of Series
B Preferred Stock at the close of business on such record date will be entitled
to receive the dividend payable on such shares on the corresponding dividend
payment date, notwithstanding the redemption of such shares following such
dividend payment record date. Except as provided for in the preceding sentences,
no payment or allowance will be made for accrued dividends on any shares of
Series B Preferred Stock called for redemption.
At its election, the Company, prior to the redemption date, may deposit the
redemption price of the shares of Series B Preferred Stock so called for
redemption in trust for the holders thereof with a bank or trust company, in
which case such notice to holders of the shares of Series B Preferred Stock to
be redeemed will (i) state the date of such deposit, (ii) specify the office of
such bank or trust company as the place of payment of the redemption price and
(iii) call upon such holders to surrender the certificates representing such
shares at such place on or after the date fixed in such redemption notice (which
may not be later than the redemption date), against payment of the redemption
price (including all accrued and unpaid dividends up to the redemption date).
Any moneys so deposited which remain unclaimed by the holders of Series B
Preferred Stock at the end of two years after the redemption date will be
returned by such bank or trust company to the Company.
LIQUIDATION PREFERENCE
In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Company, the holders of the Series B Preferred Stock will be
entitled to receive a liquidation preference of $1,000 per share, plus accrued
and unpaid dividends to the payment date, before any payment or distribution is
made to holders of Common Stock or any other class or series of the Company's
stock hereinafter issued which ranks junior as to liquidation rights to the
Series B Preferred Stock, but the holders of the shares of the Series B
Preferred Stock will not be entitled to receive the liquidation preference of
such shares until the liquidation preference of the Series A Preferred Stock and
any other series or classes of the Company's stock hereafter issued which ranks
senior as to liquidation rights to the Series B Preferred Stock (collectively,
"senior liquidating stock") has been paid in full.
The holders of Series B Preferred Stock and all series or classes of the
Company's stock hereafter issued which rank on a parity as to liquidation rights
with the Series B Preferred Stock are entitled to share ratably, in accordance
with the respective preferential amounts payable on such stock, in any
distribution (after payment of the liquidation price of the senior liquidating
stock) which is not sufficient to pay in full the aggregate of the amounts
payable thereon. After payment in full of the liquidation preference of the
shares of the Series B Preferred Stock, the holders of such shares will not be
entitled to any further participation in any distribution of assets by the
Company. Neither a consolidation or merger of the Company with another
corporation nor a sale or transfer of all or substantially all of the Company's
assets will be considered a liquidation, dissolution or winding up, voluntary or
involuntary, of the Company.
VOTING RIGHTS
The holders of shares of Series B Preferred Stock will be entitled to vote
on all matters submitted to a vote of the stockholders of the Company and will
vote together with the holders of Common Stock and any other stock of the
Company having general voting rights as a single class on all matters to be
voted on by the
14
<PAGE> 17
stockholders of the Company. Each share of Series B Preferred Stock will entitle
the holder thereof to one vote.
If the equivalent of six quarterly dividends payable on the Series B
Preferred Stock or any outstanding shares of parity dividend stock have not been
declared and paid or set apart for payment, whether or not consecutive, the
number of directors of Company shall be increased by two and the holders of the
Series B Preferred Stock, voting separately as a class with the holders of
parity dividend stock on which like voting rights have been conferred and are
exercisable, will be entitled to elect such two additional directors at each
meeting of stockholders at which directors are to be elected and which is held
during the period such dividends remain in arrears. Such voting rights will
terminate when all such dividends accrued and unpaid have been authorized and
declared and paid or set apart for payment. The term of office of all directors
so elected will terminate immediately upon the termination of such voting
rights.
In addition, without the affirmative vote or consent of the holders of at
least 66 2/3% of the outstanding shares of the Series B Preferred Stock and all
other affected stock ranking on a parity with Series B Preferred Stock as to
dividend or liquidation rights, upon which like voting rights have been
conferred and are exercisable, voting separately as a class, the Company may not
(i) amend, alter or repeal any of the provisions of the Certificate of
Incorporation (including any certificate of designations or similar document
relating to any series of Preferred Stock) so as to affect adversely the
relative rights, preferences, qualifications, limitations or restrictions of the
Series B Preferred Stock or the holders thereof or (ii) create, authorize or
issue, or reclassify any stock of the Company into, or increase the authorized
amount of, any senior dividend stock or senior liquidating stock or any
securities convertible into such senior dividend stock or senior liquidating
stock. However, the creation by the Company of additional classes of Preferred
Stock ranking on a parity with or junior to the Series B Preferred Stock, or the
increase by the Company of the authorized amount of any class of Preferred Stock
ranking on a parity with or junior to the Series B Preferred Stock, shall not be
deemed to materially adversely affect the preferences, rights, powers or
privileges of the Series B Preferred Stock. See "Conversion Price Adjustments"
below.
CONVERSION RIGHTS
Shares of Series B Preferred Stock are convertible, in whole or in part, at
any time at the option of the holders thereof, into shares of Common Stock at a
conversion price of $26.5625 per share of Common Stock (equivalent to a rate of
approximately 37.6471 shares of Common Stock for each share of Series B
Preferred Stock), subject to adjustment as described below ("Conversion Price").
The right to convert shares of Series B Preferred Stock called for redemption
will terminate at the close of business on the day preceding a redemption date.
For information as to notices of redemption, see "Redemption" above.
Conversion of shares of Series B Preferred Stock, or a specified portion
thereof, may be effected by delivering certificates evidencing such shares,
together with written notice of conversion and a proper assignment of such
certificates to the Company or in blank, to the office or agency to be
maintained by the Company for that purpose. Initially such office will be the
principal corporate trust office of American Stock Transfer & Trust Company.
Each conversion will be deemed to have been effected immediately prior to
the close of business on the date on which the certificates for shares of Series
B Preferred Stock shall have been surrendered and notice (and, if applicable,
payment of an amount equal to the dividend payable on such shares) received by
the Company as aforesaid and the conversion shall be at the Conversion Price in
effect at such time and on such date.
Any share of Series B Preferred Stock surrendered for conversion during the
period from the close of business on a dividend payment record date for any
dividend payment date through the close of business on the day next preceding
such dividend payment date shall (unless such share of Series B Preferred Stock
being converted shall have been called for redemption on a redemption date in
such period) be accompanied by payment of an amount equal to the dividend
payable on such shares on such dividend payment date. An amount equal to such
payment shall be paid by the Company on such dividend payment date to the record
holder of such shares of Series B Preferred Stock at the close of business on
such dividend payment record
15
<PAGE> 18
date. Except as provided above, the Company shall make no payment or allowance
for unpaid dividends, whether or not in arrears, on converted shares or for
dividends on the shares of Common Stock issued upon such conversion.
Fractional shares of Common Stock are not to be issued upon conversion but,
in lieu thereof, the Company will pay a cash adjustment based on the current
market price of the Common Stock issued upon such conversion.
CONVERSION PRICE ADJUSTMENTS
The Conversion Price is subject to adjustment upon certain events,
including (i) dividends (and other distributions) payable in Common Stock on any
class of capital stock of the Company, (ii) the issuance to holders of Common
Stock of certain rights or warrants entitling them to subscribe for or purchase
Common Stock, (iii) subdivisions, combinations and reclassifications of Common
Stock, and (iv) distributions to all holders of Common Stock of evidences of
indebtedness of the Company or assets (including securities, but excluding those
dividends, rights, warrants and distributions referred to above and dividends
and distributions paid in cash out of the profits or surplus of the Company
other than "Extraordinary Cash Distributions", as defined below). In addition to
the foregoing adjustments, the Company will be permitted to make such reductions
in the Conversion Price as it considers to be advisable in order that any stock
dividends, subdivision of shares, distribution of rights or warrants to purchase
stock or securities, or a distribution of other assets (other than cash
dividends) hereafter made by the Company to its stockholders will not be taxable
to the holders of the Common Stock. The Company from time to time may also, to
the extent permitted by law, reduce the Conversion Price by any amount for any
period of at least 20 days, in which case the Company shall give at least 15
days' notice of such decrease, if the Board of Directors has made a
determination that such decrease would be in the best interests of the Company,
which determination shall be conclusive. "Extraordinary Cash Distribution" means
the portion of any cash dividend or cash distribution on the Common Stock that,
when added to all other cash dividends and cash distributions on the Common
Stock made during the immediately preceding 12-month period (other than cash
dividends and cash distributions for which a prior adjustment to the Conversion
Price was previously made), exceeds, on a per share of Common Stock basis, ten
percent (10%) of the average daily closing price of the Common Stock over such
12-month period.
In case the Company shall be a party to any transaction (including without
limitation a merger, consolidation, sale of all or substantially all of the
Company's assets or recapitalization or reclassification of the Common Stock
(each of the foregoing being referred to as a "Transaction")), in each case as a
result of which shares of Common Stock will be converted into the right to
receive stock, securities or other property (including cash or any combination
thereof), each share of Series B Preferred Stock will thereafter be convertible
into the kind and amount of shares of stock and other securities and property
receivable (including cash or any combination thereof) upon the consummation of
such Transaction by a holder of that number of shares or fraction thereof of
Common Stock into which one share of Series B Preferred Stock is convertible
immediately prior to such Transaction. The Company may not become a party to any
such Transaction unless the terms thereof are consistent with the foregoing.
No adjustment of the Conversion Price will be required to be made in any
case until cumulative adjustments amount to 1% or more of the Conversion Price.
Any adjustments not so required to be made will be carried forward and taken
into account in subsequent adjustments.
TRANSFER AGENT, REGISTRAR AND DIVIDEND DISBURSING AGENT
The transfer agent, registrar, dividend disbursing agent and redemption
agent for the shares of Series B Preferred Stock and the Depositary Shares will
be American Stock Transfer & Trust Company (in such capacity, the "Transfer
Agent"). American Stock Transfer & Trust Company also serves as transfer agent
for the Common Stock and the Series A Preferred Stock.
16
<PAGE> 19
DESCRIPTION OF DEPOSITARY SHARES
GENERAL
The following is a brief description of the terms of the Depositary Shares
which does not purport to be complete and is subject to, and qualified in its
entirety by reference to, the provisions of the Deposit Agreement (as defined
below) (including the form of Depositary Receipt contained therein), which is
hereby incorporated by reference and made a part hereof. A copy of the Deposit
Agreement is available from the Company.
Each Depositary Share represents a 1/20 interest in a share of Series B
Preferred Stock. The shares of the Series B Preferred Stock are deposited with
the Depositary under a Deposit Agreement (the "Deposit Agreement") among the
Company, the Depositary and the holders from time to time of the depositary
receipts (the "Depositary Receipts") issued by the Depositary. The Depositary
Receipts evidence the Depositary Shares. Subject to the terms of the Deposit
Agreement, each holder of a Depositary Receipt evidencing a Depositary Share is
entitled, proportionately, to all the rights and preferences of, and subject to
all of the limitations of, the interest in the Series B Preferred Stock
represented thereby (including dividend, voting, conversion, redemption and
liquidation rights and preferences).
DIVIDENDS
The Depositary will distribute all cash dividends or other cash
distributions received in respect of the Preferred Stock to the record holders
of Depositary Shares in proportion to the number of Depositary Shares owned by
such holders on the relevant record date, which will be the same date as the
record date fixed by the Company for the Series B Preferred Stock. In the event
that the calculation of such amount to be paid results in an amount which is a
fraction of one cent, the amount the Depositary shall distribute to such record
holder shall be rounded to the next higher whole cent.
In the event of a distribution other than in cash, the Depositary will
distribute property received by it to the record holders of Depositary Receipts
entitled thereto, in proportion, as nearly as may be practicable, to the number
of Depositary Shares owned by such holders on the relevant record date, unless
the Depositary determines (after consultation with the Company) that it is not
feasible to make such distribution, in which case the Depositary may (with the
approval of the Company) adopt any other method for such distribution as it
deems equitable and appropriate, including the sale of such property (at such
place or places and upon such terms as it may deem equitable and appropriate)
and distribution of the net proceeds from such sale to such holders.
REDEMPTION
Whenever the Company redeems any Series B Preferred Stock held by the
Depositary, the Depositary will redeem, as of the same redemption date, the
number of Depositary Shares representing the Series B Preferred Stock so
redeemed. The Depositary will publish a notice of redemption of the Depositary
Shares containing the same type of information presented in the same manner as
the Company's notice of redemption and will mail the notice of redemption
promptly upon receipt of such notice from the Company and not less than 15 nor
more than 30 days prior to the date fixed for redemption of the Series B
Preferred Stock and the Depositary Shares to the record holders of the
Depositary Receipts. In case less than all the outstanding Depositary Shares are
to be redeemed, the Depositary Shares to be so redeemed shall be determined pro
rata or by lot or by any other equitable method determined by the Depositary to
be consistent with the method determined by the Board of Directors of the
Company with respect to the Series B Preferred Stock.
LIQUIDATION PREFERENCE
In the event of the liquidation, dissolution or winding up of the affairs
of the Company, whether voluntary or involuntary, the holders of each Depositary
Share will be entitled to 1/20 of the liquidation preference accorded each share
of the Series B Preferred Stock.
17
<PAGE> 20
VOTING RIGHTS
Promptly upon receipt of notice of any meeting at which the holders of the
Series B Preferred Stock are entitled to vote, the Depositary will mail the
information contained in such notice of meeting to the record holders of the
Depositary Shares as of the record date for such meeting. Each such record
holder of Depositary Receipts will be entitled to instruct the Depositary as to
the exercise of the voting rights pertaining to the number of shares of Series B
Preferred Stock represented by such record holder's Depositary Shares. The
Depositary will endeavor, insofar as practicable, to vote such Series B
Preferred Stock represented by such Depositary Shares in accordance with such
instructions, and the Company will agree to take all action which may be deemed
necessary by the Depositary in order to enable the Depositary to do so. The
Depositary will abstain from voting any of the Series B Preferred Stock to the
extent that it does not receive specific instructions from the holders of
Depositary Receipts.
CONVERSION
Depositary Receipts, evidencing Depositary Shares may be surrendered with
written instructions to the Depositary to instruct the Company to cause the
conversion of any specified number of whole shares of Series B Preferred Stock
represented by whole Depositary Shares evidenced by such Depositary Receipts,
into whole shares of Common Stock and cash for any fractional share amount, at
the conversion price then in effect pursuant to the Series B Preferred Stock
Certificate of Designations.
Upon receipt by the Depositary of a Depositary Receipt or Depositary
Receipts, together with a notice of conversion, duly completed and executed,
directing the Depositary to instruct the Company to cause the conversion of a
specified number of shares of Series B Preferred Stock, and an assignment of
such Depositary Receipt or Depositary Receipts to the Company or in blank, duly
completed and executed, the Depositary shall instruct the Company (i) to cause
the conversion of the number of whole shares of Series B Preferred Stock
represented by the Depositary Shares evidenced by the Depositary Receipts so
surrendered, as specified in the written notice to the Depositary and (ii) to
cause the delivery to the holders of such Depositary Receipts a certificate or
certificates evidencing the number of whole shares of Common Stock received upon
conversion of the Series B Preferred Stock, along with the amount of money, if
any, to be delivered to the holders of the Depositary Receipts surrendered for
conversion in lieu of fractional shares of Common Stock otherwise issuable. The
conversion of the shares of Series B Preferred Stock represented by the
Depositary Shares is subject to certain terms and provisions as set forth in the
Series B Preferred Stock Certificate of Designations. See "Description of Series
B Preferred Stock -- Conversion Rights" and "-- Conversion Price Adjustments."
WITHDRAWAL OF PREFERRED STOCK
Upon surrender of Depositary Receipts at the principal office of the
Depositary, upon payment of any unpaid amount due the Depositary, and subject to
the terms of the Deposit Agreement, the owner of the Depositary Shares evidenced
thereby is entitled to delivery of the number of whole shares of Series B
Preferred Stock and all money and other property, if any, represented by such
Depositary Shares. Fractional shares of Preferred Stock will not be issued. If
the Depositary Receipts delivered by the holder evidence a number of Depositary
Shares in excess of the number of Depositary Shares representing the number of
whole shares of Series B Preferred Stock to be withdrawn, the Depositary will
deliver to such holder at the same time a new Depositary Receipt evidencing such
excess number of Depositary Shares. Holders of Series B Preferred Stock thus
withdrawn will not thereafter be entitled to deposit such shares under the
Deposit Agreement or to receive Depositary Receipts evidencing Depositary Shares
therefor.
AMENDMENT AND TERMINATION OF DEPOSIT AGREEMENT
The form of Depositary Receipt evidencing the Depositary Shares and any
provision of the Deposit Agreement may at any time and from time to time be
amended by agreement between the Company and the Depositary. However, any
amendment which materially and adversely alters the rights of the holders (other
than any change in fees) of the Depositary Shares will not be effective unless
such amendment has been approved by the holders of at least 66 2/3% of the
Depositary Shares then outstanding. No such amendment
18
<PAGE> 21
may impair the right, subject to the terms of the Deposit Agreement, of any
owner of any Depositary Shares to surrender the Depositary Receipt evidencing
such Depositary Shares with instructions to the Depositary to deliver to the
holder the Series B Preferred Stock and all money and other property, if any,
represented thereby, or to cause the conversion of the underlying shares of
Series B Preferred Stock represented by the Depositary Shares into Common Stock,
except in order to comply with mandatory provisions of applicable law.
Whenever so directed by the Company, the Depositary will terminate the
Deposit Agreement after mailing notice of such termination to the record holders
of all Depositary Receipts then outstanding at least 30 days prior to the date
fixed in such notice for such termination. The Depositary may likewise terminate
the Deposit Agreement if at any time 45 days shall have expired after the
Depositary shall have delivered to the Company a written notice of its election
to resign and a successor depositary shall not have been appointed and accepted
its appointment. If any Depositary Receipts remain outstanding after the date of
termination, the Depositary thereafter will discontinue the transfer of
Depositary Receipts, will suspend the distribution of dividends to the holders
thereof, and will not give any further notices (other than notice of such
termination) or perform any further acts under the Deposit Agreement except as
provided below and except that the Depositary will continue (i) to collect
dividends on the shares of Series B Preferred Stock and any other distributions
with respect thereto and (ii) to deliver the shares of Series B Preferred Stock
together with such dividends and distributions and the net proceeds of any sales
of rights, preferences, privileges or other property, without liability for
interest thereon, in exchange for Depositary Receipts surrendered. At any time
after the expiration of two years from the date of termination, the Depositary
may sell the shares of Series B Preferred Stock then held by it at public or
private sale, at such place or places and upon such terms as it deems proper and
may thereafter hold the net proceeds of any such sale, together with any money
and other property then held by it, without liability for interest thereon, for
the pro rata benefit of the holders of Depositary Receipts which have not been
surrendered. The Company does not intend to terminate the Deposit Agreement or
to permit the resignation of the Depositary without appointing a successor
depositary. In the event the Deposit Agreement is terminated and a sufficient
number of shares of Series B Preferred Stock remain outstanding, the Company
will use its best efforts to list the shares of Series B Preferred Stock on the
Nasdaq National Market (unless the holders of a majority of the outstanding
shares of Series B Preferred Stock shall consent to the Company not affecting
such listing).
CHARGES OF DEPOSITARY
The Company will pay all transfer and other taxes and governmental charges
arising solely from the existence of the depositary arrangements. Holders of
Depositary Receipts will pay transfer, income and other taxes and governmental
charges and certain other charges as are provided in the Deposit Agreement to be
for their accounts. In certain circumstances, the Depositary may refuse to
transfer Depositary Shares, may withhold dividends and distributions and sell
the Depositary Shares evidenced by such Depositary Receipt if such charges are
not paid.
MISCELLANEOUS
The Depositary will forward to the holders of Depositary Receipts all
reports and communications from the Company which are delivered to the
Depositary and which the Company is required to furnish to the holders of the
Series B Preferred Stock. In addition, the Depositary will make available for
inspection by holders of Depositary Receipts at the principal office of the
Depositary, and at such other places as it may from time to time deem advisable,
any reports and communications received from the Company which are received by
the Depositary as the holder of Series B Preferred Stock.
Neither the Depositary nor any Depositary's Agent (as defined in the
Deposit Agreement), nor the Registrar (as defined in the Deposit Agreement) nor
the Company assumes any obligation or will be subject to any liability under the
Deposit Agreement to holders of Depositary Receipts other than for its
negligence, willful misconduct or bad faith. Neither the Depositary, any
Depositary's Agent, the Registrar nor the Company will liable if it is prevented
or delayed by law or any circumstance beyond its control in performing its
obligations under the Deposit Agreement. The Company and the Depositary are not
obligated to prosecute
19
<PAGE> 22
or defend any legal proceeding in respect of any Depositary Shares, Depositary
Receipts or Series B Preferred Stock unless reasonable satisfactory indemnity is
furnished. The Company and the Depositary may rely on written advice of counsel
or accountants, or on information provided by holders of Depositary Receipts or
other persons believed in good faith to be competent to give such information
and on documents believed to be genuine and to have been signed or presented by
the proper party or parties.
RESIGNATION AND REMOVAL OF DEPOSITARY
The Depositary may resign at any time by delivering to the Company notice
of its election to do so, and the Company may at any time remove the Depositary,
any such resignation or removal to take effect upon the appointment of a
successor Depositary and its acceptance of such appointment. Such successor
Depositary must be appointed within 60 days after delivery of the notice for
resignation or removal and must be a bank or trust company having its principal
office in the United States of America and having a combined capital and surplus
of at least $150,000,000.
LEGAL MATTERS
The validity of the Depositary Shares, the Series B Preferred Stock
represented by the Depositary Shares and 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 schedule of Wang Laboratories,
Inc. appearing in the Company's Annual Report on Form 10-K for the year ended
June 30, 1995 and in the consolidated financial statements of the Company
appearing in the Company's Current Report on Form 8-K dated April 4, 1996 have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
reports thereon included therein, and are incorporated herein by reference in
reliance upon such reports given upon the authority of such firm as experts in
accounting and auditing.
20
<PAGE> 23
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<CAPTION>
NATURE OF EXPENSE AMOUNT TO BE PAID
- ----------------------------------------------------------------------------- -----------------
<S> <C>
SEC registration fee......................................................... $36,624
Legal and accounting fees and expenses....................................... *
Printing fees and expenses................................................... *
Blue Sky fees and expenses................................................... *
Miscellaneous................................................................ *
-----------------
TOTAL.............................................................. *
<FN>
- ---------------
* To be filed by amendment.
</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.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- --------
<S> <C>
2.1(1) Amended and Restated Reorganization Plan dated September 20, 1993
4.1(2) Certificate of Incorporation, as amended to date
4.2(3) Certificate of Designation with respect to 4 1/2% Series A Cumulative
Convertible Preferred Stock
4.3(4) Certificate of Designation with respect to 6 1/2% Series B Cumulative
Convertible Preferred Stock
4.4(5) Bylaws of Registrant, as amended to date
4.5* Deposit Agreement, dated as of February 21, 1996, among the Registrant, the
Initial Purchasers and American Stock Transfer & Trust Company, as Depositary
4.6* Form of Certificate for Depositary Shares each Representing a 1/20 interest in a
share of 6 1/2% Series B Cumulative Convertible Preferred Stock
4.7* Form of Certificate for 6 1/2% Series B Cumulative Convertible Preferred Stock
5.1* Opinion of Hale and Dorr
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Hale and Dorr (included in Exhibit 5.1)
24.1 Power of Attorney (appears on signature page)
<FN>
- ---------------
* To be filed by amendment.
(1) Filed as an exhibit to the Registrant's Registration Statement on Form 8-A
filed on September 27, 1993 and incorporated herein by reference.
(2) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended December 31, 1994 and incorporated herein by reference.
(3) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the
year ended June 30, 1995 and incorporated herein by reference.
(4) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996 and incorporated herein by reference.
</TABLE>
II-1
<PAGE> 24
(5) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended December 31, 1995 and incorporated herein by reference.
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 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-2
<PAGE> 25
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Billerica, Commonwealth of Massachusetts this 20th
day of June, 1996.
WANG LABORATORIES, INC.
By: /s/ FRANKLYN A. CAINE
----------------------------------
FRANKLYN A. CAINE
Executive Vice President and
Chief Financial Officer
SIGNATURES AND POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Franklyn
A. Caine, Albert A. Notini and John A. Burgess, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each of them, for him and in his name, place and stead, and in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-3 of Wang Laboratories,
Inc. and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on this 20th day
of June, 1996, in the capacities indicated:
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ 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 (Principal
FRANKLYN A. CAINE Financial Officer)
/s/ GREGORY C. THOMPSON Vice President and Corporate
- ---------------------------------------- Controller (Principal Accounting
GREGORY C. THOMPSON Officer)
/s/ DAVID A. BOUCHER Director
- ----------------------------------------
DAVID A. BOUCHER
/s/ MICHAEL W. BROWN Director
- ----------------------------------------
MICHAEL W. BROWN
/s/ MARCIA J. HOOPER Director
- ----------------------------------------
MARCIA J. HOOPER
</TABLE>
II-3
<PAGE> 26
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ---------------------------------------- -----
<S> <C>
/s/ JOSEPH J. KROGER Director
- ----------------------------------------
JOSEPH J. KROGER
/s/ RAYMOND C. KURZWEIL Director
- ----------------------------------------
RAYMOND C. KURZWEIL
/s/ AXEL J. LEBLOIS Director
- ----------------------------------------
AXEL J. LEBLOIS
/s/ PAUL E. TSONGAS Director
- ----------------------------------------
PAUL E. TSONGAS
/s/ FREDERICK A. WANG Director
- ----------------------------------------
FREDERICK A. WANG
</TABLE>
II-4
<PAGE> 27
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<S> <C>
2.1(1) Amended and Restated Reorganization Plan dated September 20, 1993
4.1(2) Certificate of Incorporation, as amended to date
4.2(3) Certificate of Designation with respect to 4 1/2% Series A Cumulative Convertible
Preferred Stock
4.3(4) Certificate of Designation with respect to 6 1/2% Series B Cumulative Convertible
Preferred Stock
4.4(5) Bylaws of Registrant, as amended to date
4.5* Deposit Agreement, dated as of February 21, 1996, among the Registrant, the
Initial Purchasers and American Stock Transfer & Trust Company, as Depositary
4.6* Form of Certificate for Depositary Shares each Representing a 1/20 interest in a
share of 6 1/2% Series B Cumulative Convertible Preferred Stock
4.7* Form of Certificate for 6 1/2% Series B Cumulative Convertible Preferred Stock
5.1* Opinion of Hale and Dorr
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Hale and Dorr (included in Exhibit 5.1)
24.1 Power of Attorney (appears on signature page)
<FN>
- ---------------
* To be filed by amendment.
(1) Filed as an exhibit to the Registrant's Registration Statement on Form 8-A
filed on September 27, 1993 and incorporated herein by reference.
(2) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended December 31, 1994 and incorporated herein by reference.
(3) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the
year ended June 30, 1995 and incorporated herein by reference.
(4) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996 and incorporated herein by reference.
(5) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended December 31, 1995 and incorporated herein by reference..
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related prospectus of Wang Laboratories,
Inc. for the registration of 5,411,900 shares of its common stock, 2,875,000
Depositary Shares and 143,750 shares of convertible preferred stock and to the
incorporation by reference therein of (1) our report dated July 26, 1995 with
respect to the consolidated financial statements and schedule of Wang
Laboratories, Inc. included in its Annual Report on Form 10-K for the year ended
June 30, 1995, and (2) our report dated March 6, 1996 with respect to the
consolidated financial statements of Wang Laboratories, Inc., included in its
Current Report on Form 8-K dated April 4, 1996, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Boston, Massachusetts
June 20, 1996
