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As filed with the Securities and Exchange Commission on May 29, 1997
Registration Statement No. 333-_______
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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)
Delaware 04-2192707
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 TECHNOLOGY PARK DRIVE
BILLERICA, MASSACHUSETTS 01821
(508) 967-5000
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(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 LLP
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. / /
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/
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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>
=======================================================================================================
Title of Shares to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered Aggregate Price per Aggregate Offering Registration
Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock, 303,030 $23.00 $6,969,690 $2,403.34
$0.01 par value
=======================================================================================================
</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 29, 1997
PROSPECTUS
303,030 SHARES OF COMMON STOCK,
$0.01 PAR VALUE
WANG LABORATORIES, INC.
This Prospectus covers the issuance of 303,030 shares of Common Stock,
$0.01 par value per share (the "Common Stock"), of Wang Laboratories, Inc. (the
"Company") to Microsoft Corporation ("Microsoft") pursuant to the exercise of a
warrant to be issued to Microsoft.
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 _______________, 1997.
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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. In
addition, the Company is required to file electronic versions of these documents
with the Commission through the Commission's Electronic Data Gathering Analysis
and Retrieval ("EDGAR") system. The Commission maintains a World Wide Web site
at http://www.sec.gov that contains reports, proxy and information statements
and other information regarding registrants that file electronically with the
Commission.
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 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" is a registered trademark 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, 1996;
(2) The Company's Quarterly Report on Form 10-Q for the quarters ended
September 30, 1996, December 31, 1996 and March 31, 1997;
(3) The Company's Current Reports on Form 8-K dated May 10, 1996 (as
amended by Form 8 - K/A filed on July 2, 1996), July 24, 1996, August 13, 1996
and August 29, 1996 (as amended by Form 8 - K/A filed on November 12, 1996),
January 29, 1997, and March 17, 1997; and
(4) 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
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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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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.
IMPLEMENTATION OF BUSINESS STRATEGY. The Company's business strategy is
to increase the revenues and margins it realizes from providing network services
to customers and clients and to build upon that growth through appropriate
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. The Company may not be able to achieve the revenue growth it is seeking
as a result of an inability to obtain new customer contracts or the inability to
deliver the required services in a timely manner under such contracts. In
addition, there can be no assurance that the Company will be able to implement
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 Cisco Systems, Inc.
("CISCO") 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 that the Company and its
management will be able to effectively assimilate and manage the business of any
acquired companies. The Company evaluates such transactions regularly, and one
or more such transactions could occur at any time.
Currently, a significant portion of the Company's revenues and gross
margins are attributable to the servicing, upgrading and enhancement of its
installed base of VS and other traditional proprietary systems. The Company
expects the decline in revenue from traditional sources, including the acquired
Bull proprietary product and service revenue streams (i.e. sales and services of
proprietary and GCOS products) to continue during the current fiscal year at
approximately 25%. As the Company's proprietary revenues decline, the loss of
individual customers will have an increasingly significant effect on the rate of
decline for any particular measurement period. The Company's continued growth is
predicated on the business strategy described above (including the acquisition
of new customer service and network integration businesses) more than offsetting
the decline in revenues from traditional proprietary 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 proprietary sources is more rapid
than anticipated, the Company's results of operations and the price of its
equity securities could be adversely affected.
DEPENDENCE ON KEY PERSONNEL. The Company depends to a significant
extent on key management and technical personnel. The Company's growth and
future success will depend in large part on its ability to attract, motivate and
retain highly qualified personnel, particularly, trained and experienced
technical professionals capable of providing sophisticated network and
outsourcing services. Competition for such personnel is intense and there can be
no assurances that the Company will be successful in hiring, motivating or
retaining such qualified personnel. The loss of key personnel or the inability
to hire or retain qualified personnel could have a material adverse effect on
the Company's business, financial condition or results of operations.
COMPETITION. The information technology ("IT") services industry,
including the network and outsourcing service and support markets, is intensely
competitive and undergoing rapid change. Worldwide competition is vigorous in
all of the markets in which the Company does business. The Company's competitors
are numerous and vary widely in market position, size and resources. Competitors
differ significantly depending upon the market, customer and geographic area
involved. In many of the Company's markets, traditional computer hardware
manufacturing, communications and consulting
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companies provide the most significant competition. The Company must also
compete, particularly in the network services market, with other IT services
businesses with more limited resources, but which have, in a number of cases,
been able to develop a strong local or regional customer base. Many of the
Company's competitors have substantially greater resources, including larger
research and engineering staffs and larger marketing organizations, than those
of the Company. There can be no assurance that the Company will be able to
compete successfully against other companies that provide IT services.
YEAR 2000 LIABILITY. The Company supplies computer systems to large
organizations in the commercial and government markets, which include federal,
state and local customers. Any failure of the Company's products to perform,
including system malfunctions due to the onset of the calendar year 2000 (caused
by a data structure problem that will prevent software from properly recognizing
dates after the year 1999), could result in claims against the Company. Although
the Company maintains computer software and services, errors and omissions
insurance, a claim brought against the Company could have a material adverse
effect on the Company's business, financial condition or results of operations.
Moreover, an increasing number of the Company's installed base of VS and other
traditional proprietary systems could chose to convert to other calendar year
2000 compliant systems in order to avoid such malfunctions. An increasing rate
of conversion would result in an increasing rate of decline of revenue
associated with such proprietary systems, and could have a material adverse
effect on the Company's business, financial condition or results of operations.
POSSIBLE VOLATILITY OF PRICE OF COMMON STOCK. The market price of the
Company's Common Stock has fluctuated significantly in the past and may continue
to fluctuate in the future. Factors such as announcements of technological
innovations or other developments concerning the Company, its competitors or
other third parties, quarterly variations in the Company's results of
operations, and changes in overall industry and economic conditions may all
affect the market prices of the Common Stock and cause it to fluctuate
significantly. Moreover, the Company's expense levels are based in part on
expectations of future revenue levels, and a shortfall in expected revenue could
therefore have a disproportionate adverse effect on the Company's net income.
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.
DEPENDENCE ON GOVERNMENT REVENUE. In fiscal 1996 the Company derived
approximately 22% 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 or services under an awarded contract, could
have a material adverse effect 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.
INTERNATIONAL OPERATIONS. International revenues in recent years have
accounted for a substantial portion 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 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
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available in every foreign country in which the Company distributes its own and
other products and the loss of such protection could have a material adverse
effect on the business of the Company.
NATURE OF CONTRACTS. Many of the Company's commercial contracts are for
a fixed price and are long-term in duration, which subjects the Company to
substantial risks relating to unexpected cost increases and other factors
outside the control of the Company. Revenues and profits on such contracts are
recognized using estimates and actual results, when known, may differ materially
from such estimates. In addition, IT outsourcing contracts in particular, often
contain provisions that allow for termination for convenience, Service Level
Agreement ("SLA") compliance, penalties and the competitive procurement process.
Such contracts often require high expenditures and long lead times with no
assurance of success.
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, $0.01 par value per share (the "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 "Series A Preferred Stock"), all of which shares have been
issued, and 143,750 shares have been designated as 6 1/2% Series B Cumulative
Convertible Preferred Stock ("Series B Preferred Stock"), all of which shares
have been issued. The rights of holders of Common Stock are subject to, and may
be adversely affected by, the rights of holders of the Series A Preferred Stock
and the Series B 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 Series A Preferred
Stock and the Series B Preferred Stock are entitled to receive a liquidation
preference of $1,000.00 per share, plus accrued and unpaid dividends. The
holders of the Series A Preferred Stock and the Series B Preferred Stock also
have various rights, preferences and privileges with respect to dividends,
redemption, voting, conversion and registration under the Securities Act.
ANTI-TAKEOVER PROVISIONS. The Company's Certificate of Incorporation
and By-Laws and the Delaware General Corporation Law contain certain 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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THE COMPANY
Wang (together with its subsidiaries, "Wang" or the "Company") provides
world-wide information technology ("IT") services, including management
consulting, systems development and integration, and support and outsourcing
services for computer and telecommunication systems, local and wide area
networks, and Internet and intranet operations. The Company provides life cycle
services for network-centric computing which enable its customers to plan,
deploy, manage and maintain their network and desktop computing environments.
The Company's customers include businesses, institutions and governments that
operate in heterogeneous technology environments at multiple locations.
Business Strategy
Wang's business strategy is:
- - to continue to build a global IT services business by providing life cycle
services for network-centric computing, including integration, support and
outsourcing services for desktops and networks.
- - to continue to sell and provide support for multi-vendor products.
- - to continue to provide support for current VS customers and GCOS customers
and offer upgrades and interoperability options for such customers.
Wang has a long history of providing office automation and systems
integration services, including the design, project management, installation and
ongoing support and administration of local and wide area networks.
Additionally, the Company is a leading independent provider of maintenance and
support services, application integration, and other value-added services to
customers worldwide. With the acquisition and integration of BISS Limited, now
operating as Wang I-Net Ltd. ("BISS"), I-NET, Inc. ("I-NET") and Advanced
Paradigms, Inc. ("API"), Wang believes that it can provide a full suite of
services, including IT outsourcing services. These services cover support for
desktop, local area networks ("LANs") and wide area networks ("WANs") as well as
the provision of high-end solutions and customized applications.
Wang focuses on assisting customers in maximizing the effectiveness of
their organizations through network-centric computing. Wang has designed,
integrated and installed more than 5,000 LANs (since the mid-1980s) and 10,000
electronic mail systems (since the late 1970s) and 5,000 seats of Microsoft
Exchange (both internally and for Company customers), around the world. Wang
also helps customers procure and integrate client/server solution components.
Through a number of relationships with major technology providers, including
CISCO, IBM, Hewlett-Packard, Novell, Packard Bell and Compaq, Wang offers
customers leading hardware and software on a "one-stop" basis. The Company has
extensive LAN and office network design and implementation expertise. Wang
employees and consultants design and manage the installation, maintenance and
administration of complex, heterogeneous, multi-site interconnected office
networks. Additionally, the Company provides specialty services to its desktop
customers, offering both local and remote help desk support for hardware and
software. The Company recently logged over 400,000 calls for customers and
vendors worldwide in a single month.
In fiscal 1996, Wang built upon its strength in the solutions
integration business through the acquisition of BISS. At the time of
acquisition, BISS, a United Kingdom company, was one of the leading independent
network integrators that maintained the largest number of network professionals
and business locations in the United Kingdom. BISS specializes in the design,
implementation and support of network computing solutions. Through the
integration of BISS with the Company's existing network integrating operations
in the United Kingdom and Ireland, Wang is focusing on developing network
infrastructure solutions, including LAN and WAN interconnection, client/server
architecture and network management solutions.
In fiscal 1997, Wang added substantially to its networking expertise
and market position by acquiring I-NET and API. The Company believes that I-NET
possesses excellent LAN and WAN design,
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implementation and operations skills. Through I-NET, Wang provides services that
include enterprise network integration and operations, network management, LAN
and WAN communications, document management services and IT outsourcing. With
the addition of API, Wang strengthened its ability to provide complex services,
including network architecture and design installation. The Company believes
that as a result of the combination of Wang, I-Net, BISS and API the Company is
positioned as a leading provider of IT services including computer networking
and outsourcing services.
The Company believes that Wang Government Services, Inc., a
wholly-owned Wang subsidiary formerly known as Wang Federal, Inc., is one of the
top providers of systems integration products and services to the United States
federal government. Wang Government Services has a long history of delivering to
United States government departments and agencies a wide range of information
technology products and services, from large centralized systems to distributed
information networks. It is involved with numerous civilian and military
organizations in developing, installing and maintaining their mission critical
systems. Major customers of Wang Government Services include the Department of
Defense and each of the military services; the Department of State; the General
Services Administration; and the Department of Commerce and Transportation. Wang
Government Services' major contracts for the United States government include
the Database Machine Contract which provides numerous civilian and Department of
Defense agencies with contemporary information technology products and services;
the Pension Benefits Guaranty Corporation's accounting system and NASA's payload
management systems for the space shuttle.
In addition to its networking and integration services, the Company
sells and supports third-party hardware and software products, provides
maintenance services to the Company's VS customers and for the Bull GCOS
customers and installs and supports office networks. As part of its strategy in
the multi-vendor services market, the Company targets growth segments of the
market, including services for desktop systems, helpdesk and service and support
for high-end UNIX systems. To implement this strategy, the Company is continuing
to support VS and GCOS 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 software. In fiscal 1996, the Company acquired
Dataserv, a leading provider of computer maintenance and support services for
point-of-sale retail scanners and registers and popular industry-standard
servers and desktop products, as well as application helpdesk and network
integration services. Dataserv services companies in the banking and financial
services, insurance, retail and manufacturing industries.
The Company offers a full range of services and support for major
information technology manufacturers and suppliers in the client/server
marketplace. The Company provides on-site and logistics and distribution
services for numerous server/desktop systems and peripherals manufacturers
(Dell, Canon, NEC, Packard Bell, Printronix and Zenith Data Systems) and
manufacturers of networking products (CISCO and Novell), help desk services
(NEC, Packard Bell and Hughes Network Systems), and professional services (GE
Capital and Hughes Network Systems). In addition, the Company offers end user
service and support on more than 3,500 third party products from more than 300
manufacturers through its worldwide network of high quality, well-trained
customer engineers, telephone support centers and logistics operations. The
Company employs more than 8,000 technical support professionals worldwide, and
offers support from more than 130 countries throughout the world.
The Wang-Microsoft alliance announced in April 1995 and the acquisition
of API (an award-winning supplier of Microsoft services) expands Wang's role as
an authorized provider of a full range of end-user support services for
Microsoft products. This support includes on-site network design and
installation consulting, network integration, migration support, workflow and
imaging services. In addition, Wang has provided end-user help desk services for
Windows 95 users in Australia since the product's introduction in August 1995.
A significant source of the Company's revenue continues to be derived
from the servicing, upgrading and enhancement of its installed base of its VS
systems. The introduction of several new
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processors, such as the VS6230 Turbo upgrade in 1994 and the VS16000 Model 850
in 1996 as well as enhanced peripherals, an improved operating system and
expanded support services is evidence of Wang's continuing commitment to its VS
customers. Additionally, the Company has enhanced certain VS applications to
offer coexistence with and migration to new work management software products.
The Company's support for its VS line not only allows customers to continue to
benefit from their VS investments, but also facilitates their transition to open
systems when, or if, they desire. Wang maintains an electronic main gateway
between Microsoft's Exchange communication server product and Wang's VS Office.
This allows the large installed base of VS Office users to coexist with
Microsoft Mail and Exchange users. Wang provides service and support on an
exclusive basis to users of Bull GCOS platforms in the United States (including
the United States government), Canada, Mexico and Australia. While the Company
fully intends to continue supporting and servicing these important customer
groups, the Company expects that revenues from servicing and enhancing its
installed base of VS systems and Bull GCOS platforms, will continue to decline.
The Company sells its services offerings predominantly through a direct
sales effort. Wang's direct sales force sells to both end-user customers as well
as large OEMs.
Wang Laboratories, Inc. 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 of the Common
Stock offered hereby.
PLAN OF DISTRIBUTION
The Common Stock covered hereby will be sold to Microsoft Corporation
in connection with the exercise of a Warrant to be issued to Microsoft by the
Company. The Warrant will provide for the purchase by Microsoft of up to one
million shares of Common Stock at an exercise price of $23.00 per share.
Microsoft will be entitled to exercise the Warrant, in whole or in part, anytime
after June 15, 1997 and on or before the Mandatory Redemption Date or Mandatory
Conversion Date of the Company's 4 1/2% Series A Cumulative Convertible Stock
(as such terms are defined in the Company's Certificate of Incorporation, as
amended). The Warrant will be exercisable only on a "net" basis wherein Wang
will issue to Microsoft a number of shares of Common Stock (the "Shares") having
a market value equal to the difference between (x) the market value of the
aggregate number of shares of the Company's Common Stock as to which the Warrant
is being converted and (y) the exercise price of the aggregate number of shares
of the Company's Common Stock as to which the Warrant is being exercised. For
purposes of the Warrant the market value of the Company's Common Stock shall be
equal to the ten trading day average closing price up to and including the day
preceding the date on which Microsoft elects to exercise the Warrant. The
Company lists its Common Stock on the Nasdaq National Market. The Company will
pay the expenses incurred in connection with this offering.
The public offering by the Company of the shares covered hereby will
terminate on April 11, 1998.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Hale and Dorr LLP, 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, 1996 have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein, and are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing. The consolidated
financial statements of I-NET, Inc. as of December 31, 1995 and 1994, and for
each of the years in the three-year period ended December 31, 1995, have been
incorporated by reference herein and in the registration statement in reliance
upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon
9
<PAGE> 12
the authority of said firm as experts in accounting and auditing. The
consolidated financial statements of DataServ, Inc. as of December 31, 1995 and
1994, and for each of the years in the two-year period ended December 31, 1995
have been incorporated by reference herein and in the registration statement in
reliance upon the report of Coopers & Lybrand L.L.P., independent accountants,
and upon the authority of said firm as experts in accounting and auditing.
10
<PAGE> 13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<CAPTION>
Nature of Expense Amount to be Paid
<S> <C>
SEC registration fee $ 2,404
Legal and
accounting fees and
expenses of the Company 6,000
Printing fees and expenses 3,000
Miscellaneous 500
-------
TOTAL $11,909
</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) Bylaws of Registrant, as amended to date
4.3(4) Form of Stock Certificate for Common Stock
5.1 Opinion of Hale and Dorr LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Coopers & Lybrand L.L.P.
23.4 Consent of Hale and Dorr LLP (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, 1995 and incorporated herein by reference.
(3) 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.
(4) Filed as an exhibit to the Registrant's Form 8-A filed on September 27, 1993
and incorporated herein by reference
11
<PAGE> 14
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 with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 (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 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.
12
<PAGE> 15
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 29th
day of May, 1997.
WANG LABORATORIES, INC.
/s/ Franklyn A. Caine
By: ___________________________________
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 John A. Burgess, 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 29th day
of May, 1997, in the capacities indicated:
Signature Title Date
/s/ Joseph M. Tucci Chairman of the Board, Chief May 29, 1997
____________________________ Executive Officer and Director
Joseph M. Tucci (Principal Executive Officer)
/s/ Franklyn A. Caine Executive Vice President and May 29, 1997
____________________________ Chief Financial Officer
Franklyn A. Caine (Principal Financial Officer
and Principal Accounting
Officer)
/s/ David A. Boucher Director May 29, 1997
____________________________
David A. Boucher
/s/ Michael W. Brown Director May 29, 1997
____________________________
Michael W. Brown
/s/ Marcia J. Hooper Director May 29, 1997
____________________________
Marcia J. Hooper
13
<PAGE> 16
Signature Title Date
/s/ Joseph J. Kroger Director May 29, 1997
____________________________
Joseph J. Kroger
/s/ Raymond C. Kurzweil Director May 29, 1997
____________________________
Raymond C. Kurzweil
/s/ Axel J. Leblois Director May 29, 1997
____________________________
Axel J. Leblois
/s/ Frederick A. Wang Director May 29, 1997
____________________________
Frederick A. Wang
14
<PAGE> 17
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) Bylaws of Registrant, as amended to date
4.3(4) Form of Stock Certificate for Common Stock
5.1 Opinion of Hale and Dorr LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of KPMG Peat Marwick LLP
23.4 Consent of Hale and Dorr LLP (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, 1995 and incorporated herein by reference.
(3) 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.
(4) Filed as an exhibit to the Registrant's Form 8-A filed on September 27,
1993 and incorporated herein by reference
15
<PAGE> 1
EXHIBIT 5.1
HALE AND DORR LLP
60 State Street
Boston, Massachusetts 02109
May 29, 1997
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 303,030 shares of Common Stock, $.01 par value per share (the
"Shares"), of Wang Laboratories, Inc., a Delaware corporation (the "Company.
We have examined 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, photostatic or facsimile copies, and (iii) the authenticity
of the originals of the latter documents.
Based upon and subject to the forgoing we are of the opinion that the
Shares have been duly authorized and, when and if issued upon exercise of the
Warrant (as described in the Registration Statement) in accordance with the
terms thereof will be validly issued, fully paid and non-assessable.
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 LLP
16
<PAGE> 1
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Wang Laboratories,
Inc. for the registration of 303,030 shares of its common stock and to the
incorporation by reference therein of 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 on Form 10-K for the year ended June 30, 1996, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Boston, Massachusetts
May 27, 1997
17
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-3 of Wang Laboratories, Inc., as filed with the Securities and Exchange
Commission on May 29, 1997, of our report dated January 31, 1996 on the
consolidated financial statements of DataServ Inc. and Subsidiaries as of the
years ended December 31, 1995 and 1994, which report is included in the Wang
Laboratories, Inc. report on Form 8-KA dated July 2, 1996. We also consent to
the reference to our firm under the caption "Experts."
COOPERS & LYBRAND L.L.P.
Minneapolis, Minnesota
May 28, 1997
18
<PAGE> 1
Exhibit 23.3
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 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, and to the reference to our firm under the heading "Experts" in
the prospectus.
KMPG Peat Marwick LLP
Washington, D.C.
May 23, 1997
19
