<PAGE> 1
As filed with the Securities and Exchange Commission on May 16, 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:
PATRICK J. RONDEAU, ESQ.
HALE AND DORR
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
(617) 526-6000
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date hereof.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
<PAGE> 2
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / X /
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. / /
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
================================================================================
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
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,611,897 $23.25 $37,476,605 $12,923
$.01 par value . . . . shares
================================================================================
<FN>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) and based upon prices on the Nasdaq National Market on May
13, 1996.
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE> 3
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 MAY 13, 1996
PROSPECTUS
1,611,897 SHARES OF COMMON STOCK
WANG LABORATORIES, INC.
This Prospectus covers the resale of 1,611,897 shares of Common Stock,
$.01 par value per share (the "Common Stock"), of Wang Laboratories, Inc.
("Wang" or the "Company"). All of the shares of Common Stock offered hereby are
currently outstanding and are being sold by certain stockholders of the Company
(the "Selling Stockholders"). See "Selling Stockholders." The Company will not
receive any of the proceeds from the sale of Common Stock by the Selling
Stockholders.
The Selling Stockholders may sell, from time to time, the shares of
Common Stock offered hereby in the over-the-counter market, in negotiated
transactions, in ordinary brokerage transactions or a combination of such
methods of sale, at market prices prevailing at the time of sale, at prices
related to such market prices or at negotiated prices. See "Plan of
Distribution."
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE "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.
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 of 1933, as amended, with
respect to the Common Stock offered hereby. This Prospectus does not contain all
of the information set forth in the Registration Statement and the exhibits and
schedules thereto. For further information with respect to the Company and the
Common Stock, reference is made to the Registration Statement and the exhibits
and schedules filed as a part thereof. Statements contained in this Prospectus
as to the contents of any contract or any other document referred to are not
necessarily complete, and, in each instance, if such contract or document is
filed as an exhibit, reference is made to the copy of such contract or document
filed as an exhibit to the Registration Statement, each such statement being
qualified in all respects by such reference to such exhibit. The Registration
Statement, including the exhibits and schedules thereto, may be inspected
without charge at the Securities and Exchange Commission's principal office in
Washington, D.C., and copies of all or any part thereof may be obtained from
such office after payment of fees prescribed by the Commission.
"Wang" and the Wang logo are registered trademarks of Wang Laboratories,
Inc. The text of this prospectus also contains references to trademarks of other
companies.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended June
30, 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;
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<PAGE> 5
(5) The Company's Current Reports on Form 8-K dated July 21, 1995, December
7, 1995, January 23, 1996, April 4, 1996 and May 10, 1996;
(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 Common Stock registered hereby
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the date of filing such documents. Any statements contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the foregoing documents incorporated by reference into this
Prospectus (without exhibits to such documents, unless such exhibits are
specifically incorporated by reference into such documents). Requests for such
copies should be directed to the Secretary of the Company, 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.
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<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 Common Stock 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.
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<PAGE> 7
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 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 Common Stock Price. 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
price of the Common Stock and cause it 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 price of the Common Stock.
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
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<PAGE> 8
with International Standards Organization (ISO) 9000 quality control standards,
special standards requirements, exposure to currency fluctuations, exchange
rates, 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
roughly 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 (such 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 aggregate of 5,000,000
shares of 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 "4 1/2% Preferred Stock") and
143,750 shares have been designated as 6 1/2% Series B Cumulative Convertible
Preferred Stock (the "6 1/2% Preferred Stock"), all of which shares have been
issued. The rights of holders of Common Stock (including the right to receive
dividends or liquidation distributions) are subject to, and may be adversely
affected by, the rights of holders of the 4 1/2% Preferred Stock and 6 1/2%
Preferred Stock 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 4 1/2% Preferred
Stock and the 6 1/2% Preferred Stock are entitled to receive a liquidation
preference of $1,000 per share, plus accrued and unpaid dividends. The 4 1/2%
Preferred Stock and 6 1/2% Preferred Stock 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 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
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<PAGE> 9
then market price per share of the Company's Common Stock or $4.00. Also, a
total of approximately 9,325,000 shares of Common Stock are issuable upon
conversion of the outstanding shares of 4 1/2% Preferred Stock and 6 1/2%
Preferred Stock of the Company. In addition, the Company has issued and there
are outstanding 7,500,000 warrants to purchase shares of Common Stock at a
purchase 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.
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<PAGE> 10
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 effectively respond 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.
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. 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
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<PAGE> 11
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. Dataserv
revenues approximated $125 million for the year ended December 31, 1995.
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
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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.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale by the Selling
Stockholders of the Common Stock offered hereby.
SELLING STOCKHOLDERS
In December 1995, the Company issued 1,790,971 shares of Common Stock to
the stockholders of Avail in payment of the purchase price for the acquisition
by the Company of Avail. The 1,611,897 shares of Common Stock covered by this
Prospectus represent all of the shares so issued by the Company, other than the
179,074 shares placed in escrow to secure certain indemnification obligations of
the former Avail stockholders relating to such acquisition (the "Escrow
Shares").
None of the Selling Stockholders holds any position or office with, or has
had a material relationship with, the Company, other than as stockholders of the
Company and, in the case of certain Selling Stockholders, as employees of the
Company or a subsidiary of the Company (although no such employee is an
executive officer of the Company).
<TABLE>
The following table lists the number of shares of Common Stock owned as of
March 31, 1996, the number of shares of Common Stock offered for sale in this
offering, and the number of shares of Common Stock that would be owned upon
completion of this offering (assuming all shares offered hereby are sold), by
each of the Selling Stockholders.
<CAPTION>
Number of
Shares of Number of Number of Shares of
Common Stock Shares of Common Stock
Name of Selling Beneficially Common Stock Beneficially Owned
Stockholder Owned(1) Offered Hereby After Offering (1)
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Robert M. Anderson (2) 645 580 65
Andy S. Aweida 864 864 0
Naim S. Aweida 1,729 1,729 0
Aweida Ventures 256,745 256,745 0
Jesse I. Aweida 3,764 3,764 0
Ronald L. Blickenstaff 47,061 47,061 0
Alice J. Bradie 1,661 1,661 0
Arthur H. Bragg 2,117 2,117 0
Catherine Brant 6,325 6,129 196
Arthur H. Bruno 13,430 13,430 0
Judith F. Bustrum (2) 725 647 78
Mark Carpenter 352 352 0
Judith M. Combs (2) 4,325 3,018 1,307
Comdisco, Inc. 11,890 11,890 0
</TABLE>
-10-
<PAGE> 13
<TABLE>
<CAPTION>
Number of
Shares of Number of Number of Shares of
Common Stock Shares of Common Stock
Name of Selling Beneficially Common Stock Beneficially Owned
Stockholder Owned(1) Offered Hereby After Offering (1)
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Michael K. Connolly (2) 386 282 104
Kenneth J. Cook 141 141 0
Delaware Charter 4,405 4,405 0
Guarantee & Trust Co.,
FBO Daniel D. Jackson
Richard E. Dirickson, Jr. IRA 3,271 3,271 0
Richard E. Dirickson, Jr. 2,753 2,753 0
David P. Dodd 47,061 47,061 0
Brian M. Dodd 282 282 0
Euclid Partners III, L.P. 214,146 214,146 0
Daniel B. Friedlander 23,530 23,530 0
H&Q Avail Investors, LP 146,982 146,982 0
H&Q London Ventures 161,250 161,250 0
Hambrecht & Quist Group 125,538 125,538 0
Julie Hammond 94 94 0
Chuck Husted 480 382 98
J.F. Shea & Co. 215,793 215,793 0
Gale Kahn 141 141 0
Eric S. Keighn (2) 809 705 104
Alan A. Kenney 3,900 3,900 0
Randall Kenworthy 4,117 4,117 0
Tae Kim 1,411 1,411 0
Anton Kirchner 6,325 6,129 196
Gregory R. Ladwig (2) 276 191 85
Luke Little 4,411 4,411 0
Michael G. Lotz 1,259 1,129 130
Edgar L. Lowe 5,561 5,561 0
George Mandler 235 235 0
Gregory E. Mangold 9,412 9,412 0
Richard F.X. McArdle 9,914 9,914 0
Jennifer K. Montez (2) 2,379 2,118 261
Anne B. O'Grady 127 127 0
Anne O'Grady 1,879 1,879 0
Standish H. O'Grady 16,352 16,352 0
Standish O'Grady 19,844 19,844 0
Rex E. Reed (2) 615 550 65
Fred W. Richardson 14,118 14,118 0
Otto Ritter 3,529 3,529 0
Stephen T. Rockwood (2) 448 383 65
James Rosser 1,084 1,084 0
John C. Rowe (2) 201 129 72
Michael D. Santos (2) 1,194 1,064 130
Michael L. Smith (2) 1,218 1,035 183
E.L. Strzok 2,882 2,882 0
Marco Tabone (2) 276 191 85
Cheryl Taplin 58 58 0
The Hambrecht 1980 Revocable Trust 81,916 81,916 0
William R. Timken 33,563 33,563 0
Brian E. Trede (2) 6,384 5,600 784
William D. Walton, Jr. 920 920 0
Norman J. Weinberg 9,412 9,412 0
Robert S. Wight 65,885 65,885 0
Richard A. Winter 6,345 5,953 392
Virginia L. Wright 152 152 0
</TABLE>
-11-
<PAGE> 14
- --------------------
(1) Does not include the interest of the Selling Stockholders in the 179,074
Escrow Shares, which may be distributed to the Selling Stockholders upon
the expiration of the escrow arrangement.
(2) Those shares which are listed as beneficially owned but which are not being
offered hereby are issuable upon the exercise of outstanding stock options
which are either currently exercisable or will become exercisable within 60
days following March 31, 1996.
PLAN OF DISTRIBUTION
The shares of Common Stock covered hereby may be offered and sold from time
to time by the Selling Stockholders. The Selling Stockholders will act
independently of the Company in making decisions with respect to the timing,
manner and size of each sale. Such sales may be made in the over-the-counter
market, in negotiated transactions, or through a combination of such methods of
sale, at market prices prevailing at the time of sale, prices related to the
then-current market price or at negotiated prices, including pursuant to an
underwritten offering or one or more of the following methods: (a) purchases by
a broker-dealer as principal and resale by such broker or dealer for its account
pursuant to this Prospectus; (b) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; and (c) block trades in
which the broker-dealer so engaged will attempt to sell the shares as agent but
may position and resell a portion of the block as principal to facilitate the
transaction. The Selling Stockholders may also pledge shares of Common Stock as
collateral for margin accounts and such shares could be resold pursuant to the
terms of such accounts. In effecting sales, broker-dealers engaged by the
Selling Stockholders may arrange for the other broker-dealers to participate.
Such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholders and/or the purchasers
of the shares for which such broker-dealers may act as agent or to whom they may
sell as principal, or both (which compensation shall be negotiated immediately
prior to sale and which, as to a particular broker-dealer, may be in excess of
customary compensation). Any broker-dealer may act as broker-dealer on behalf of
one or more of the Selling Stockholders in connection with the offering of
certain of the shares by Selling Stockholders. The Selling Stockholders have
indicated to the Company that they do not intend to sell the Common Stock
offered hereby in underwriten transactions.
The Company has agreed to indemnify the Selling Stockholders 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 Stockholders.
In offering the shares of Common Stock covered hereby, the Selling
Stockholders and any broker-dealers and any other participating broker-dealers
who execute sales for the Selling Stockholders may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales, and any profits realized by the Selling Stockholders and the compensation
of such broker-dealer may be deemed to be underwriting discounts and
commissions.
-12-
<PAGE> 15
The Company has advised the Selling Stockholders that during such time as
they may be engaged in a distribution of Common Stock 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 Common Stock included herein may be offered copies
of this Prospectus, and may not bid for or purchase any of the Company's
securities except as permitted under the Exchange Act. Rule 10b-6 under the
Exchange Act prohibits, with certain exceptions, participants in a distribution
from bidding for or purchasing, for an account in which the participant has a
beneficial interest, any of the securities that are the subject of the
distribution. Rule 10b-7 governs bids and purchases made in order to stabilize
the price of a security in connection with a distribution of the security.
The public offering by the Selling Stockholders of the shares covered
hereby will terminate on the earlier of (a) ten months after the date of this
Prospectus or (b) the date on which all shares offered hereby have been sold by
the Selling Stockholders. The Selling Stockholders have agreed to discontinue
disposition of the Common Stock 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.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Hale and Dorr, Boston, Massachusetts.
EXPERTS
The consolidated financial statements and 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.
-13-
<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
<TABLE>
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<CAPTION>
Amount to
Nature of Expense be Paid
- ----------------- ---------
<S> <C>
SEC registration fee $12,923
Legal (including Blue Sky) and Accounting 25,000
Fees and Expenses of the Company
Miscellaneous 7,077
-------
TOTAL $45,000
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). Article Tenth of Registrant's Certificate of
Incorporation provides for indemnification of its directors and officers to the
maximum extent permitted by the Delaware General Corporation Law.
ITEM 16. EXHIBITS
Exhibit
Number
-------
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
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)
- ---------------------
(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.
II-1
<PAGE> 17
(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.
ITEM 17. UNDERTAKINGS
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") that are incorporated by reference in this Registration
Statement.
(2) That, for the purposes of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
Registration
II-2
<PAGE> 18
Statement shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at the time shall
be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Corporation pursuant to the indemnification provisions described herein, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-3
<PAGE> 19
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 16th
day of May, 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 Patrick J. Rondeau, 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.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on this 16th day
of May, 1996, in the capacities indicated:
Signature Title
--------- ------
/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
Franklyn A. Caine (Principal Financial Officer)
/s/ Gregory C. Thompson Vice President and Corporate
- ----------------------- Controller (Principal Accounting
Gregory C. Thompson Officer)
II-4
<PAGE> 20
/s/ David A. Boucher Director
- -----------------------
David A. Boucher
/s/ Michael W. Brown Director
- -----------------------
Michael W. Brown
/s/ Marcia J. Hooper Director
- -----------------------
Marcia J. Hooper
/s/ Joseph J. Kroger Director
- -----------------------
Joseph J. Kroger
/s/ Raymond C. Kurzweil Director
- -----------------------
Raymond C. Kurzweil
/s/ Axel J. Leblois Director
- -----------------------
Axel J. Leblois
Director
- -----------------------
Paul E. Tsongas
/s/ Frederick A. Wang Director
- -----------------------
Frederick A. Wang
II-5
<PAGE> 21
EXHIBIT INDEX
Exhibit
Number
- -------
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
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)
- ---------------------
(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.
II-6
<PAGE> 1
EXHIBIT 5.1
<PAGE> 2
[HALE AND DORR LETTERHEAD]
May 16, 1996
Wang Laboratories, Inc.
600 Technology Park Drive
Billerica, MA 01821-4130
Ladies and Gentlemen:
We have assisted in the preparation of the Registration Statement on Form
S-3 (the "Registration Statement") filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the
registration of 1,611,897 shares of Common Stock, $.01 par value per share (the
"Shares"), of Wang Laboratories, Inc., a Delaware corporation (the "Company"),
currently held by certain stockholders (the "Selling Stockholders") of the
Company.
We have examined the Agreement and Plan of Merger dated as of December 7,
1995 among the Company, a subsidiary of the Company and Avail Systems
Corporation pursuant to which the Shares were issued, as well as the Certificate
of Incorporation and By-Laws of the Company and all amendments thereto and have
examined and relied on the originals, or copies certified to our satisfaction,
of such records of meetings, written actions in lieu of meetings, or resolutions
adopted at meetings, of the directors of the Company and such other documents
and instruments as in our judgment are necessary or appropriate to enable us to
render the opinions expressed below.
In our examination of the foregoing documents, we have assumed (i) the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, (ii) the conformity to the originals of all documents submitted
to us as certified or photostatic copies, and (iii) the authenticity of the
originals of the latter documents.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly and validly authorized and issued and are fully paid and
non-assessable.
<PAGE> 3
Wang Laboratories, Inc.
May 16, 1996
Page 2
We hereby consent to the use of our name in the Registration Statement and
in the related Prospectus under the caption "Legal Matters" and to the filing of
this opinion as an exhibit to the Registration Statement.
Very truly yours,
HALE AND DORR
<PAGE> 1
EXHIBIT 23.1
<PAGE> 2
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 and related prospectus of Wang Laboratories,
Inc. for the registration of 1,611,897 shares of its Common 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, each as filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Boston, Massachusetts
May 10, 1996
