<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.
KEY EMPLOYEE STOCK OPTION 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 Amount maximum maximum
securities to be to be offering price aggregate Amount of
registered registered per share offering price registration fee
________________ __________ ______________ ______________ ________________
<S> <C> <C> <C> <C>
Common Stock, 13,458 shares $0.07(1) $942.06 (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. 333-12963,
filed by the Registrant on September 27, 1996 relating to the I-Net, Inc.
Key Employee Stock Option 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, Chief Executive May 7, 1997
_________________________ Officer and Director
Joseph M. Tucci (Principal Executive Officer)
/s/ Franklyn A. Caine Executive Vice President and May 7, 1997
_________________________ Chief Financial Officer
Franklyn A. Caine (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>
<CAPTION>
<S> <C> <C>
/s/ Axel. J. Lebois 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 Form 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. Key Employee 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") 13,458
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. Key Employee Stock Option 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 for
the registration of 13,458 shares of common stock pertaining to the I-Net, Inc.
Key Employee Stock Option Plan of Wang Laboratories, Inc. 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 (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 Subsidiaries 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-KA 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
