<PAGE> 1
As filed with the Securities and Exchange Commission
on February 29, 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)
AVAIL SYSTEMS CORPORATION
1991 INCENTIVE STOCK 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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<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee
- ---------- ---------- --------- --------- ------------
<S> <C> <C> <C> <C>
Common 43,875 shares $.9562(1) $41,953.28(1) $100.00
Stock,
$.01 par
value per
share
<FN>
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(1) All shares are issuable upon the exercise of outstanding options with
fixed exercise prices. Pursuant to Rule 457(h)(l) 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 option grants under the plan in the
future.
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</TABLE>
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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 Avail Systems Corporation 1991
Incentive Stock 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 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 Securities Exchange Act of 1934, as amended (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, $0.01 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 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 Corporate Law authorizes a court to
award, or a corporation's Board of Directors to grant,
<PAGE> 3
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 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.
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(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.
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 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.
<PAGE> 5
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 City of Billerica, Commonwealth of Massachusetts, on this
29th day of February, 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
- ---------
<S> <C> <C>
/s/ Joseph M. Tucci Chairman of the Board, Chief Executive Officer and February 29, 1996
- ------------------------- Director
Joseph M. Tucci (Principal Executive Officer)
/s/ Franklyn A. Caine Executive Vice President and Chief Financial Officer February 29, 1996
- ------------------------- (Principal Financial Officer)
Franklyn A. Caine
/s/ Gregory C. Thompson Vice President and Corporate Controller February 29, 1996
- ------------------------- (Principal Accounting Officer)
Gregory C. Thompson
/s/ David A. Boucher Director February 29, 1996
- -------------------------
David A. Boucher
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Marcia J. Hooper Director February 29, 1996
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Marcia J. Hooper
/s/ Joseph J. Kroger Director February 29, 1996
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Joseph J. Kroger
/s/ Raymond C. Kurzweil Director February 29, 1996
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Raymond C. Kurzweil
/s/ Axel J. Leblois Director February 29, 1996
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Axel J. Leblois
/s/ Paul E. Tsongas Director February 29, 1996
- -------------------
Paul E. Tsongas
/s/ Frederick A. Wang Director February 29, 1996
- -------------------
Frederick A. Wang
</TABLE>
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<TABLE>
EXHIBIT INDEX
-------------
<S> <C>
4.1* Certificate of Incorporation of the Registrant
4.2** By-Laws of the Registrant, as amended to date
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom (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, 1994.
** Filed as an Exhibit to the Registrant's Registration Statement on Form 8-A
(File No. 0-22470) filed on September 27, 1993.
</TABLE>
<PAGE> 1
Exhibit 5.1
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February 29, 1996
Wang Laboratories, Inc.
600 Technology Park Drive
Billerica, Massachusetts 01821
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have acted as special counsel to Wang Laboratories, Inc., a Delaware
corporation (the "Company"), 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"), 43,875 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 Avail Systems Corporation 1991 Incentive Stock 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, we have examined and are familiar with originals or
copies, certified or otherwise identified to our 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. We have also
examined originals or copies, certified or otherwise identified to our satis-
<PAGE> 2
Wang Laboratories, Inc.
February 29, 1996
Page 2
faction, 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 we have deemed necessary or
appropriate as a basis for the opinion set forth herein. In our examination, we
have assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us 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 we have
not independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Company and
others.
Members of our firm are admitted to the Bar of the State of Delaware,
and we express no opinion as to the laws of any other jurisdiction.
Based upon and subject to the foregoing, we are 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.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
1933 Act or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Skadden, Arps, Slate,
Meagher & Flom
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) for the registration of 43,875 shares of common stock pertaining to the
Avail Systems Corporation 1991 Incentive Stock Plan of Wang Laboratories, Inc.
of our report dated July 26, 1995, 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, 1995, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Boston, Massachusetts
February 26, 1996
