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As filed with the Securities and Exchange Commission
on September 27, 1996.
Registration No. 333- _________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WANG LABORATORIES, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 04-2192707
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
600 TECHNOLOGY PARK DRIVE 01821
BILLERICA, MASSACHUSETTS
(Address of Principal Executive Offices) (Zip Code)
I-NET, INC.
1996 STOCK INCENTIVE PLAN
(Full title of the Plan)
ALBERT A. NOTINI, ESQ.
WANG LABORATORIES, INC.
600 TECHNOLOGY PARK DRIVE
BILLERICA, MASSACHUSETTS 01821
(Name and address of agent for service)
(508) 967-5000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed
Title of Amount maximum Proposed maximum
securities to to be offering price aggregate Amount of
be registered registered per share offering price registration fee
- -------------- ---------- -------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, 247,489 $11.14(1) $2,757,027.46(1) $950.70
$.01 par value shares
per share
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<FN>
(1) All shares are issuable upon the exercise of outstanding options with
fixed exercise prices. Pursuant to Rule 457(h)(1) of the Securities
Act of 1933, the aggregate offering price and the fee have been
computed upon the basis of the prices at which the options may be
exercised. The offering price per share set forth for such shares is
the weighted average of the exercise prices per share at which such
options are exercisable. All of the options granted pursuant to this
plan are being registered hereby. There will be no additional grants
under the plan in the future.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I of Form S-8 is included in
documents sent or given to participants in Registrant's I-Net 1996 Stock
Incentive Plan pursuant to Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
-----------------------------------------------
Wang Laboratories, Inc. (the "Registrant") is subject to the
informational and reporting requirements of Sections 13(a), 14 and 15(d) of the
Securities and 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"). The following
documents, which are filed with the Commission, are incorporated in this
Registration Statement by reference:
(1) The Registrant's latest annual report filed pursuant
to Sections 13(a) or 15(d) of the Exchange Act, or the latest
prospectus filed pursuant to Rule 424(b) under the Securities Act that
contains audited financial statements for the Registrant's latest
fiscal year for which such statements have been filed.
(2) All other reports filed pursuant to Sections 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the annual report or the prospectus referred to in (1) above.
(3) The description of the common stock of the
Registrant, $.01 par value per share (the "Common Stock"), contained
in a Registration Statement filed under the Exchange Act, including
any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all shares of Common Stock then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of the filing of such documents.
Item 4. Description of Securities
-------------------------
Not applicable.
Item 5. Interests of Names Experts and Counsel
--------------------------------------
Not applicable.
Item 6. Indemnification
---------------
Section 102 of the Delaware General Corporation Law, as amended,
allows a corporation to eliminate the personal liability of directors of a
corporation to the corporation or its stockholders for monetary damages for a
breach of fiduciary duty as a director, except where the director breached his
or her duty of loyalty, failed to act in good faith, engaged in intentional
misconduct or knowingly violated a law, authorized the payment of a dividend or
approved a stock repurchase in violation of Delaware corporate law or obtained
an improper personal benefit.
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
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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 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
--------
The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.
Item 9. Undertakings
------------
1. The Registrant 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 the 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 the Registration Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply
if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference in the 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 that 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.
2. The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 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 the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant 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
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant 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 Registrant 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.
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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-8 and has duly caused this
Registration Statement to be signed on its behalf of the undersigned, thereunto
duly authorized, in the Town of Billerica, Commonwealth of Massachusetts, on
this 27th day of September, 1996
WANG LABORATORIES, INC.
By: /s/ Franklyn A. Caine
-----------------------------------
Franklyn A. Caine
Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Wang Laboratories, Inc.
hereby severally constitute Albert A. Notini and John A. Burgess, and each of
them singly, our true and lawful attorneys with full power to them, and each of
them singly, to sign for us and in our names in the capacities indicated below,
the Registration Statement on Form S-8 filed herewith and any and all
subsequent amendments to said Registration Statement, and generally to do all
such things in our names and behalf in our capacities as officers and directors
to enable Wang Laboratories, Inc. to comply with all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Joseph M. Tucci Chairman of the Board, Chief September 27, 1996
- ----------------------- Executive Officer and Director
Joseph M. Tucci (Principal Executive Officer)
/s/ Franklyn A. Caine Executive Vice President and September 27, 1996
- ----------------------- Chief Financial Officer
Franklyn A. Caine (Principal Financial Officer)
/s/ Gregory C. Thompson Vice President and Corporate September 27, 1996
- ----------------------- Controller
Gregory C. Thompson (Principal Accounting Officer)
/s/ David A. Boucher Director September 27, 1996
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David A. Boucher
/s/ Michael W. Brown Director September 27, 1996
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Michael W. Brown
/s/ Marcia J. Hooper Director September 27, 1996
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Marcia J. Hooper
/s/ Joseph J. Kroger Director September 27, 1996
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Joseph J. Kroger
/s/ Raymond C. Kurzweil Director September 27, 1996
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Raymond C. Kurzweil
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<TABLE>
<S> <C> <C>
/s/ Axel J. Leblois Director September 27, 1996
- -----------------------
Axel J. Leblois
/s/ Paul E. Tsongas Director September 27, 1996
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Paul E. Tsongas
/s/ Frederick A. Wang Director September 27, 1996
- -----------------------
Frederick A. Wang
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EXHIBIT INDEX
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<S> <C>
4.1* Certificate of Incorporation of the Registrant, as amended to date
4.2* By-Laws of the Registrant, as amended to date
5.1 Opinion of Albert A. Notini, General Counsel of Wang Laboratories, Inc.
23.1 Consent of Albert A. Notini, General Counsel of Wang Laboratories,
Inc. (included in Exhibit 5.1)
23.2 Consent of Ernst & Young, LLP
24.1 Power of Attorney (included on page 5 of the Registration Statement)
<FN>
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* Filed as an Exhibit to the Registrant's quarterly report on 10-Q for
the quarter ended December 31, 1995 and incorporated herein by
reference.
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Exhibit 5.1
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September 27, 1996
Wang Laboratories, Inc.
600 Technology Park Drive
Billerica, MA 01821
Re: Registration Statement on Form S-8 (I-NET, Inc. 1996 Stock Incentive Plan)
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Ladies and Gentlemen:
I am General Counsel to Wang Laboratories, Inc., a Delaware
corporation (the "Company"). This opinion is furnished in connection with the
preparation and filing of a Registration Statement on Form S-8 (as amended as
of the date hereof, the "Registration Statement"), for the purpose of
registering with the Securities and Exchange Commission, under the Securities
Act of 1933, as amended (the "1933 Act") 247,489 shares (the "Shares") of
common stock, par value $0.01 per share (the "Common Stock"), of the Company
issuable upon the exercise of options under the I-NET, Inc. 1996 Stock Incentive
Plan (the "Plan").
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the 1933 Act.
In this connection, I have examined and am familiar with originals or
copies, certified or otherwise identified to my satisfaction, of (i) the
Registration Statement, (ii) the Plan, (iii) the form of Stock Option Agreement
to be entered into between the Company and each recipient under the Plan, to
set forth the terms of each grant of options under the Plan (each such
agreement, when executed and delivered, a "Stock Option Agreement"), (iv) the
Certificate of Incorporation and the By-Laws of the Company, each as currently
in effect, (v) a specimen certificate representing the Common Stock and (vi)
certain resolutions adopted by the Board of Directors of the Company relating
to the issuance of the Shares and certain related matters. I have also
examined originals or copies, certified or otherwise identified to my
satisfaction, of such records of the Company and such agreements, certificates
of public officials, certificates of officers of the Company and others, and
such other documents, certificates and records as I have deemed necessary or
appropriate as a basis for the opinion set forth herein. In my examination, I
have assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to me as originals, the
conformity to original documents of all documents submitted to me as certified,
conformed or photostatic copies and the authenticity of the originals of such
copies. As to any facts material to the opinion expressed herein which I have
not independently established or verified, I have relied upon statements and
representations of officers, counsel and other representatives of the Company
and others.
I am an attorney admitted to practice in the Commonwealth of
Massachusetts. I express no opinion herein concerning the laws of any
jurisdiction other than the laws of the United States of America, the
Commonwealth of Massachusetts and the State of Delaware with respect to matters
relating to the Company's incorporation and issuance of stock.
Based upon and subject to the foregoing, I am of the opinion that the
Shares have been duly authorized for issuance and, when the Shares have been
paid for and certificates therefor have been issued and delivered upon exercise
of options in accordance with the terms of the Plan and the corresponding Stock
Option Agreement as contemplated by the Registration Statement, the Shares will
be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, I do not thereby admit that I
am in the category of person whose consent is required under Section 7 of the
1933 Act or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Albert A. Notini
General Counsel
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Exhibit 23.2
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) for the registration of 247,489 shares of common stock pertaining to
the I-Net, Inc. 1996 Stock Incentive Plan of Wang Laboratories, Inc. of our
report dated July 24, 1996 except for Note L, as to which the date is August
29, 1996, with respect to the consolidated financial statements and schedule of
Wang Laboratories, Inc. included in its Annual Report (Form 10-K) for the year
ended June 30, 1996, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Boston, Massachusetts
September 24, 1996
