WANG LABORATORIES INC
8-K, 1996-08-13
PREPACKAGED SOFTWARE
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                Current Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported):
                                  July 24, 1996

                             Wang Laboratories, Inc.
             (Exact name of registrant as specified in its charter)

                                    Delaware
                 (State or other jurisdiction of incorporation)

         1-5677                                              04-2192707
(Commission File Number)                       (IRS Employer Identification No.)

  600 Technology Park Drive, Billerica, Massachusetts   01821
(Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code (508) 967-5000
<PAGE>   2
ITEM 5.           OTHER EVENTS.

         On July 24, 1995 Wang Laboratories, Inc. ("Wang") announced its
earnings for the quarter ended June 30, 1996 and Fiscal Year 1996. A press
release prepared by Wang on July 24, 1995 is attached hereto as Exhibit 1.

ITEM 7.           FINANCIAL STATEMENT AND EXHIBITS.

         (c)      Exhibits

Item                               Description

1.                                 Press Release Announcing
                                     Earnings for the Quarter
                                     Ended June 30, 1996 and
                                     Fiscal Year 1996
<PAGE>   3
                                                SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                     WANG LABORATORIES, INC.
                                     
Dated:                               By:  /s/ Richard L. Buckingham
        -----------------                 ---------------------------
                                          Vice President & Treasurer
<PAGE>   4
                                              EXHIBIT INDEX

Exhibit No.          Description                                Page No.

         1.          Press Release Announcing
                       Earnings for the Quarter
                       Ended June 30, 1996 and
                       Fiscal Year 1996

<PAGE>   1
Exhibit 1

Contact:          Lucy Flynn, Wang
                  (508) 967-4870, [email protected]

                  WANG REPORTS QUARTER AND FISCAL YEAR RESULTS

BILLERICA, Mass. (July 24, 1996) -- For the quarter ended June 30, 1996, Wang
(NASDAQ:WANG) today reported EBITDA of $34.6 million and earnings per common
share of $0.13. This compares with $33.3 million and $0.09 in the year earlier
quarter. Revenues for the fourth quarter were $268.1 million, compared to $285.0
million in the prior fiscal year.

         Fourth quarter revenues from the company's OPEN/software grew to $15.0
million, up from $8.5 million in the prior year's quarter.

         Joseph M. Tucci, chairman and chief executive officer of Wang said, "We
have successfully grown our software business as promised, more than doubling
our revenues in fiscal year 1996. We have combined our software acquisitions,
Sigma and Avail, into the mainstream of our business, and are extremely pleased
with the level of integration and collaboration that has been achieved there.
Our network services revenues also grew during the fourth quarter and we
continue to reduce costs relating to our proprietary maintenance revenues to

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<PAGE>   2
Wang/Page 2


match the revenue decline, which we expect will continue at 20-25% per annum
during the current fiscal year.

         "We continue to make new investments in markets that generate topline
growth and position us to accelerate the utilization of Wang's NOLs. That
strategy was at the heart of our recent initiatives in network services.
Dataserv, a leading multi-vendor provider of computer service and maintenance,
should add more than $100 million in revenue, and as separately announced today,
the company will acquire I-NET, a premier provider of outsourced network and
desktop management services. I-NET's revenues should reach $400 million over the
next 12 months, adding over $300 million in revenue to Wang in fiscal year
1997."

         Also during the fourth quarter, Sun Microsystems awarded Wang Federal a
$30 million contract for maintenance services under the Air Force Workstations
program. An estimated 37,000 workstations and servers are to be provided by Sun
to support Air Force command and control, scientific, engineering, logistics and
other applications, including many in mission-critical environments.

         In software, Wang announced its new integration product solution,
OPEN/image Link for R/3 has been certified for SAP's R/3, the most frequently
used

                                     (more)
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Wang/Page 3


standard business software for client/server computing worldwide. Wang also
announced that Gak Nederland b.v., the largest Dutch social security provider,
had won the IMC European Solution of the year award for its innovative use of
Wang's OPEN/workflow and OPEN/image software. Wang also expanded its strategic
alliance with PC DOCS, an important provider of enterprise-wide document
management systems for companies in a wide range of industries in North America,
Europe, Australia, and the Far East.

RESULTS FOR FISCAL YEAR 1996

         EBITDA for the year were $138.0 million, versus $83.5 million for
fiscal year 1995, for an increase of 65%. Revenues for the year were $1,089.8
million, up 15% from $947.2 million in fiscal year 1995. Software revenues for
the year were $49.6 million, more than double the $22.1 million of 1995, and
above the company's stated target of $44 million. As of June 30, 1996, Wang's
cash balances were approximately $175 million, with no borrowings under the
company's revolving credit facility.

WANG

         Wang is a recognized worldwide leader in workflow, integrated imaging,
document management, network storage management, and related office software for
client/server

                                     (more)
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Wang/Page 4

open systems and a major worldwide provider of integration and support services
for office software and networks. Information about Wang can be found on the
World Wide Web at www.wang.com.

         This press release contains forward-looking statements that involve a
number of risks and uncertainties. Among the important factors that could cause
actual results to differ materially from those indicated by such forward-looking
statements are delays in product development, changes in the mix of the
company's service and software businesses, competitive pressures, general
economic conditions and the risk factors detailed in the company's periodic
reports and registration statements filed with the Securities and Exchange
Commission.

                                       ###
<PAGE>   5
                             WANG LABORATORIES, INC.
                                  PRESS RELEASE



<TABLE>
<CAPTION>
                                                        (Dollars in millions, except per share data)
                                                           Quarter Ended                Twelve Months Ended
                                                              June 30,                         June 30,
                                                        --------------------            ----------------------
                                                        1996            1995            1996              1995
                                                        ----            ----            ----              ----

<S>                                                    <C>             <C>            <C>                <C>   
Revenues:

  Product                                              $ 81.2          $ 95.2         $  368.9           $365.7
  Service and other                                     186.9           189.8            720.9            581.5
                                                       ------          ------         --------            ------ 
                                                        268.1           285.0          1,089.8            947.2
Costs and expenses:
  Cost of product sales                                  47.9            63.6            235.0            254.4
  Cost of service and other                             132.7           134.7            497.4            401.8
  Research and development                                8.2             8.1             33.7             31.5
  Selling, general and administrative                    61.9            65.7            250.7            230.0
                                                       ------          ------         --------            ------ 
                                                        250.7           272.1          1,016.8             917.7
                                                       ------          ------         --------            ------ 
Operating income before amortization
  of intangible assets and
  acquisition-related charges                            17.4            12.9             73.0              29.5
Amortization of intangible assets (a)                    11.2             9.9             43.3              32.0
Acquisition-related charges                                --              --             27.2(b)           64.2(c)
                                                       ------          ------         --------            ------ 
Operating income (loss)                                   6.2             3.0              2.5             (66.7)
Interest and other income - net                          (2.4)           (2.7)            (7.9)             (9.0)
                                                       ------          ------         --------            ------ 
Income (loss) before income taxes                         8.6             5.7             10.4             (57.7)
Provision for income taxes                                0.4              --             11.0               3.6
                                                       ------          ------         --------            ------ 
Net income (loss)                                      $  8.2          $  5.7         $   (0.6)           $(61.3)
                                                       ======          ======         ========           ======
Net income (loss) per share                            $ 0.13          $ 0.09         $  (0.64)(d)        $(2.04)
                                                       ======          ======         ========            ====== 
Net income (loss) per share excluding
  special dividend                                     $ 0.13          $ 0.09         $  (0.40)           $(2.04)
                                                       ======          ======         ========            ====== 
</TABLE>


Note:    Amounts have been restated for all periods presented to include results
         of operations of Avail Systems Corporation acquired on December 18,
         1995 and accounted for using the pooling of interests method.

(a)      Amount relates to amortization of acquired intangible assets and assets
         identified in connection with the adoption of "fresh-start" reporting.
<PAGE>   6
(b)      Charges associated with the acquisition of Sigma Imaging Systems,
         including purchased research and development write-off and asset
         writedowns due to overlapping development efforts.

(c)      Charges principally associated with integration and consolidation
         initiatives related to the acquisition of certain of the businesses of
         Groupe Bull.

(d)      Includes a one-time special dividend reflecting the difference between
         the repurchase value and the carrying value of the company's 11%
         Exchangeable Preferred Stock repurchased on February 27, 1996. Also
         includes the dividends and accretion on the redeemable preferred stock.


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