<PAGE> 1
As filed with the Securities and Exchange Commission
on February 29, 1996.
Registration No.333- _________
_________________________________________________________________
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)
EMPLOYEES' 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)
____________________________________________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<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 Stock, 4,938,284 $24,125(1) $119,136,101.50(1) $41,081.34
$.01 par value shares
per share
<FN>
______________________________________________________________________________
(1) Estimated solely for the purpose of calculating the registration fee, and
based upon the average of the high and low prices of the Registrant's
Common Stock on the NASDAQ National Market on February 27, 1996 in
accordance with Rules 457(c) and 457(h) of the Securities Act of 1933.
______________________________________________________________________________
</TABLE>
<PAGE> 2
Statement of Incorporation By Reference
---------------------------------------
This Registration Statement on Form S-8 incorporates by reference the
contents of (i) Part I and (ii) Part II of the Registration Statement on Form
S-8, File No. 33-89912, filed by the Registrant on March 2, 1995 relating to the
Registrant's Employees' Stock Incentive Plan.
<PAGE> 3
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.
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:
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Joseph M. Tucci Chairman of the Board, Chief February 29, 1996
- ----------------------- Executive Officer and Director
Joseph M. Tucci (Principal Executive Officer)
/s/ Franklyn A. Caine Executive Vice President and February 29, 1996
- ----------------------- Chief Financial Officer
Franklyn A. Caine Financial Officer)
/s/ Gregory C. Thompson Vice President and Corporate February 29, 1996
- ----------------------- Controller
Gregory C. Thompson (Principal Accounting Officer)
/s/ David A. Boucher Director February 29, 1996
- -----------------------
David A. Boucher
/s/ Marcia J. Hooper Director February 29, 1996
- -----------------------
Marcia J. Hooper
/s/ Joseph J. Kroger Director February 29, 1996
- -----------------------
Joseph J. Kroger
</TABLE>
<PAGE> 4
<TABLE>
<S> <C> <C>
/s/ Raymond C. Kurzweil Director February 29, 1996
- -----------------------
Raymond C. Kurzweil
/s/ Axel J. Leblois Director February 29, 1996
- -----------------------
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>
<PAGE> 5
<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 Hale & Dorr
23.1 Consent of Hale & Dorr (included in Exhibit 5.1)
23.2 Consent of Ernst & Young, LLP
24.1 Power of Attorney (included on page 3 of the Registration Statement)
<FN>
_______________________________
* 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. 0-2247) filed on September 27, 1993.
</TABLE>
<PAGE> 1
Exhibit 5.1
- -----------
February 29, 1996
Wang Laboratories, Inc.
600 Technology Park Drive
Billerica, MA 01821-4130
RE: Employees' Stock Incentive Plan
-------------------------------
Ladies and Gentlemen:
We have assisted in the preparation of the Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission relating to 4,938,284 shares of Common Stock, $.01 par value
per share (the "Shares"), of Wang Laboratories, Inc., a Delaware corporation
(the "Company"), issuable under the Company's Employee Stock Incentive Plan (the
"Plan").
We have examined the Certificate of Incorporation of the Company, as
amended, the By-Laws of the Company, as amended, and originals, or copies
certified to our satisfaction, of all pertinent records of the meetings of the
directors and stockholders of the Company, the Registration Statement and such
other documents relating to the Company as we have deemed material for the
purposes of this opinion.
In examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies, and the authenticity of the originals
of such latter documents.
Based on the foregoing, we are of the opinion that the Company has duly
authorized for issuance the shares of its Common Stock covered by the
Registration Statement to be issued under the Plan, as described in the
Registration Statement, and such shares, when issued in accordance with the
terms of the Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement.
Very truly yours,
HALE AND DORR
<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 4,938,284 shares of common stock pertaining to the
Employees' Stock Incentive 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
