<PAGE>
As filed with the Securities and Exchange Commission
on May 7, 1997.
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)
I-NET, INC.
1996 STOCK INCENTIVE PLAN
(Full title of the Plan)
ALBERT A. NOTINI, ESQ.
WANG LABORATORIES, INC.
600 TECHNOLOGY PARK DRIVE
BILLERICA, MASSACHUSETTS 01821
(Name and address of agent for service)
(508) 967-5000
(Telephone number, including area code, of agent for service)
________________________________________________________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Title of Amount maximum Proposed maximum
securities to to be offering price aggregate Amount of
be registered registered per share offering price registration fee
- ------------- ---------------- ---------------- ----------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, 751 shares $11.14(1) $8,366.14 (1) $100.00
$.01 par value
per share
</TABLE>
________________________________________________________________________________
(1) All shares are issuable upon the exercise of outstanding options with fixed
exercise prices. Pursuant to Rule 457(h)(1) under 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.
________________________________________________________________________________
<PAGE>
Statement of Incorporation By Reference
---------------------------------------
This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8, File No. 333-12943, filed by
the Registrant on September 27, 1996 relating to the I-Net, Inc. 1996 Stock
Incentive Plan.
<PAGE>
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 by the undersigned, thereunto duly
authorized, in the Town of Billerica, Commonwealth of Massachusetts, on this
7th day of May, 1997
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, May 7, 1997
Joseph M. Tucci Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Franklyn A. Caine
_____________________ Executive Vice President and May 7, 1997
Franklyn A. Caine Chief Financial Officer
(Principal Financial Officer and
Accounting Officer)
/s/ David A. Boucher
____________________ Director May 7, 1997
David A. Boucher
/s/ Michael W. Brown
____________________ Director May 7, 1997
Michael W. Brown
/s/ Marcia J. Hooper
____________________ Director May 7, 1997
Marcia J. Hooper
/s/ Joseph J. Kroger
____________________ Director May 7, 1997
Joseph J. Kroger
/s/ Raymond C. Kurzweil
_______________________ Director May 7, 1997
Raymond C. Kurzweil
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Axel J. Leblois
___________________ Director May 7, 1997
Axel J. Leblois
/s/ Frederick A. Wang
_____________________ Director May 7, 1997
Frederick A. Wang
</TABLE>
<PAGE>
EXHIBIT INDEX
-------------
4.1** Certificate of Incorporation of the Registrant, as amended to date
4.2* By-Laws of the Registrant, as amended to date
5.1 Opinion of Wang's General Counsel
23.1 Consent of Wang's General Counsel (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
23.3 Consent of Coopers & Lybrand L.L.P.
23.4 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney (included on page 3 of the Registration Statement)
_______________________________
* Filed as an Exhibit to the Registrant's quarterly report on 10-Q for the
quarter ended December 31, 1994 and incorporated herein by reference.
** Filed as an Exhibit to the Registrant's quarterly report on 10-Q for the
quarter ended December 31, 1995 and incorporated herein by reference.
<PAGE>
Exhibit 5.1
- -----------
May 7, 1997
Wang Laboratories, Inc.
600 Technology Park Drive
Billerica, MA 01821
Re: Registration Statement on Form S-8 (I-NET, Inc. 1996 Stock Option Plan)
-----------------------------------------------------------------------
Ladies and Gentlemen:
I am General Counsel to Wang Laboratories, Inc., a Delaware corporation
(the "Company"). This opinion is furnished in connection with the preparation
and filing of a Registration Statement on Form S-8 (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") 751
shares (the "Shares") of common stock, par value $0.01 per share (the "Common
Stock"), of the Company issuable upon the exercise of options under the I-NET,
Inc. 1996 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, I have examined and am familiar with originals or
copies, certified or otherwise identified to my satisfaction, of (i) the
Registration Statement, (ii) the Plan, (iii) the form of Stock Option Agreement
entered into between the Company and the optionholder under the Plan, which sets
forth the terms of the options under the Plan (each such agreement, a "Stock
Option Agreement"), (iv) the Certificate of Incorporation and the By-Laws of the
Company, each as currently in effect, (v) a specimen certificate representing
the Common Stock and (vi) certain resolutions adopted by the Board of Directors
of the Company relating to the issuance of the Shares and certain related
matters. I have also examined originals or copies, certified or otherwise
identified to my satisfaction, of such records of the Company and such
agreements, certificates of public officials, certificates of officers of the
Company and others, and such other documents, certificates and records as I have
deemed necessary or appropriate as a basis for the opinion set forth herein. In
my examination, I have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to me
as originals, the conformity to original documents of all documents submitted to
me as certified, conformed or photostatic copies and the authenticity of the
originals of such copies. As to any facts material to the opinion expressed
herein which I have not independently established or verified, I have relied
upon statements and representations of officers, counsel and other
representatives of the Company and others.
I am an attorney admitted to practice in the Commonwealth of Massachusetts.
I express no opinion herein concerning the laws of any jurisdiction other than
the laws of the United States of America and the Commonwealth of Massachusetts
and the General Corporation Law of the State of Delaware with respect to matters
relating to the Company's incorporation and issuance of stock.
Based upon and subject to the foregoing, I am of the opinion that the
Shares have been duly authorized for issuance and, when the Shares have been
paid for and certificates therefor have been issued and delivered upon exercise
of options in accordance with the terms of the Plan and the corresponding Stock
Option Agreement as contemplated by the Registration Statement, the Shares will
be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, I do not thereby admit that I
am in the category of person whose consent is required under Section 7 of the
1933 Act or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Albert A. Notini
General Counsel
<PAGE>
Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration Statement (Form
S-8 for the registration of 751 shares of common stock) pertaining to the I-Net,
Inc. 1996 Stock Incentive Plan of Wang Laboratories, Inc. our report dated July
24, 1996, except for Note L, as to which date is August 29. 1996, with respect
to the consolidated financial statements and schedule of Wang Laboratories, Inc.
included in its Annual Report (Form 10-K) for the year ended June 30, 1996,
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Boston, Massachusetts
May 6, 1997
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Wang Laboratories, Inc., as filed with the Securities and Exchange
Commission on May 7, 1997, of our report dated January 31, 1996 on the
consolidated financial statements of DataServ Inc. and Subsidaries as of and for
the years ended December 31, 1995 and 1994, which report is included in the Wang
Laboratories Inc. report on Form 8-K/A dated July 2, 1996.
COOPERS & LYBRAND L.L.P.
Minneapolis, Minnesota
May 6, 1997
<PAGE>
Exhibit 23.4
ACCOUNTANTS' CONSENT
The Board of Directors and Stockholders
Wang Laboratories, Inc.
We consent to the use of our report, incorporated by reference herein, dated
March 29, 1996, except as to note 15 which is as of April 15, 1996, and to note
16 which is as of August 29, 1996, with respect to the consolidated balance
sheets of I-Net, Inc. and subsidiaries as of December 31, 1995 and 1994, and the
related consolidated statements of operations, stockholders' equity (deficit),
and cash flows for each of the years in the three-year period ended December 31,
1995, which report appears in the Form 8-K/A of Wang Laboratories, Inc. dated
August 29, 1996.
KMPG Peat Marwick LLP
Washington, D.C.
May 2, 1997
