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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 14, 1997
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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WANG LABORATORIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 7372 04-2192707
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
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600 TECHNOLOGY PARK DRIVE
BILLERICA, MASSACHUSETTS 01821
(508) 967-5000
(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)
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COPIES TO:
PATRICK J. RONDEAU, ESQ.
HALE AND DORR LLP
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
(617) 526-6000
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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]
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. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
MAXIMUM
PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS AMOUNT TO BE AGGREGATE PRICE OFFERING REGISTRATION
OF SHARES TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
<S> <C> <C> <C> <C>
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Common Stock, $0.01 par value......... 285,729 $21.50 $6,143,173.50 $1,862
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</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933, as amended (the "Securities
Act"), and based upon prices on the Nasdaq National Market on January 10,
1997.
------------------------
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.
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<PAGE> 2
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 JANUARY 14, 1997
PROSPECTUS
285,729 SHARES OF COMMON STOCK,
$0.01 PAR VALUE
WANG LABORATORIES, INC.
This Prospectus covers the resale of 285,729 shares of Common Stock, $0.01
par value per share (the "Common Stock"), of Wang Laboratories, Inc. (the
"Company") currently outstanding and being sold by certain stockholders of the
Company (the "Selling Stockholders"). See "Selling Stockholders." The Company
will not receive any of the proceeds from the sale of Common Stock by the
Selling Stockholders.
The Selling Stockholders may sell, from time to time, the shares of Common
Stock offered hereby in the over-the-counter market, in negotiated transactions,
in ordinary brokerage transactions or a combination of such methods of sale, at
market prices prevailing at the time of sale, at prices related to such market
prices or at negotiated prices. See "Plan of Distribution."
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.
<PAGE> 3
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 quarter ended
September 30, 1996;
(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); 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 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
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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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<PAGE> 5
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.
Brief Operating History Subsequent to Chapter 11 Reorganization;
Noncomparability of Historical Financial Information. On September 30, 1993,
the Company's reorganization plan (the "Reorganization Plan") was confirmed
after the Company had operated under Chapter 11 of the U.S. Bankruptcy Code
("Chapter 11") since August 18, 1992. In connection with the Chapter 11
proceeding, the Company substantially reduced its debt, restructured significant
obligations, disposed of a variety of unprofitable assets, rejected unfavorable
contracts, reduced expenses and made significant progress in realigning the
focus of its overall business. The bulk of these activities, including the
reduction of debt, restructuring of outstanding obligations and rejection of
unfavorable contracts, could only have been accomplished under the protection of
Chapter 11 and should not be regarded as indicative of the Company's ability to
do so in the future.
Moreover, as a result of the adoption of "fresh-start" reporting, as
required by Statement of Position 90-7, "Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code" issued by the American Institute of
Certified Public Accountants, effective as of September 30, 1993, the Company's
assets and liabilities were adjusted to fair values and the Company's
accumulated deficit as of September 30, 1993 was eliminated. Historical
financial information of the predecessor company, therefore, cannot be viewed as
indicative of the Company's future financial performance, and financial
statements for periods after September 30, 1993 are not comparable to financial
statements for prior periods.
Implementation of Business Strategy. The Company's strategy is to build
upon internal growth in its targeted segments of the software and information
technology services markets with 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. There can be no assurance that the Company
will be able to implement required 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
Kodak Business Imaging Systems ("Kodak") 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 longterm benefits to the
Company, or, with respect to one or more significant acquisitions, that the
Company and its management will be able to effectively assimilate and manage the
resulting business. 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 are attributable
to the servicing, upgrading and enhancement of its installed base of VS and
other traditional proprietary systems, which revenues the Company expects will
continue to decline during the current fiscal year at a rate of 20% to 25% per
annum. As the Company's proprietary revenues decline, individual customer losses
may have a significant effect on the rate of decline. 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 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 traditional sources is more rapid
than anticipated, the Company's results of operations and the price of its
equity securities could be adversely affected.
Competition. The information technology industry, including the work
management software and outsourcing service and support markets, is intensely
competitive and undergoing rapid change. Competition is vigorous in all parts of
the worldwide market for work management software, software for the expanding
Internet marketplace and office-related software and services. The Company's
competitors are numerous and
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vary widely in market position, size and resources. Some have substantially
greater resources, including larger research and engineering staffs and larger
marketing organizations than the Company. Competitors differ significantly
depending upon the market, customer and geographic area involved. In many of the
Company's markets, traditional computer hardware companies provide the most
significant competition. The Company must also compete, particularly in the
market for open systems application software and imaging technology, with newer,
smaller businesses with more limited resources, but which have, in a number of
cases, been able to develop and bring to market significant products with highly
competitive technological features. There can be no assurance that the Company
will have the technical resources to be able to introduce competitive software
products on a timely basis, invest in research and development activity on the
same basis as its competitors, or otherwise be able to develop new software and
enhancements to current software on a timely basis. In addition, the third-party
maintenance and support and IT outsourcing markets are extremely competitive,
and many other organizations, including hardware-independent service
organizations, compete for the provision of maintenance and service to users. In
addition, firms not now in direct competition with the Company, including large
software development and sales companies, may in the future introduce competing
products or services.
Possible Volatility of Price of Common Stock. Factors such as
announcements of technological innovations or new products by the Company, its
competitors or other third parties, quarterly variations in the Company's
results of operations, and changes in overall industry conditions may all affect
the market prices of the Common Stock and cause it to fluctuate significantly.
In addition, because the Company does not have a significant history of
financial results since its reorganization, and because post-reorganization
results are not comparable with those prior to and during the Chapter 11
proceeding, uncertainties concerning the financial performance of the Company on
a sustained basis may increase the volatility of the market prices of the Common
Stock. Furthermore, the market price 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.
International Operations. International revenues in recent years have
accounted for approximately one-half 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 available in every foreign country in which the
Company's products are distributed.
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 under an awarded contract, could have an impact
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. Most sources of
government revenues are independent of each other, although occasionally orders
under one contract or from one government agency may be linked with orders under
another contract or from another agency (so that if one order or contract were
canceled, it is likely that the other would also be canceled).
Nature of Contracts. Changes in the marketplace may significantly affect
management's estimates and the Company's financial performance. Many of the
Wang's commercial contracts are for a fixed price and are
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<PAGE> 7
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 from such estimates. In addition IT
outsourcing contracts in particular often contain provisions which allow for
termination for convenience, 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"). 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.
Potential Dilution Attributable to Intercompany Convertible Instruments,
Privately Placed Stock and Warrants. The Company may, from time to time, in its
sole discretion, issue an aggregate of up to 50,000 units of Intercompany
Convertible Instruments to certain of its foreign subsidiaries in order to
increase the capitalization of such subsidiaries and help the Company maintain
its worldwide network of sales and service operations. At the present time,
49,225 Intercompany Convertible Instruments have been issued. The Intercompany
Convertible Instruments are redeemable for cash at $1,000.00 per unit by the
Company at any time and convertible at the election of the holder into $1,000.00
worth of Common Stock per unit at a conversion price equal to the greater of the
then market price per share of the Company's Common Stock or $4.00. Also,
5,411,900 shares of Common Stock are issuable upon conversion of the outstanding
shares of Series B Preferred Stock, and approximately 3,913,100 shares of Common
Stock are issuable upon conversion of the outstanding shares of Series A
Preferred Stock. In addition, the Company has issued and there are outstanding
7,500,000 warrants to purchase shares of Common Stock at an exercise price of
$21.45 per share (the "Warrants"). The Warrants were issued under the Company's
Reorganization Plan to holders of equity interests in the predecessor company.
Any conversion of the Intercompany Convertible Instruments or the Preferred
Stock or exercise of the Warrants could dilute the relative interest of holders
of outstanding Common Stock.
Anti-takeover Provisions. The Company's Certificate of Incorporation and
By-Laws and the Delaware General Corporation Law contain 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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<PAGE> 8
THE COMPANY
Wang (together with its subsidiaries, "Wang" or the "Company") develops and
markets software for applications in work management (workflow, imaging,
computer output to laser disk (COLD) and document and storage management), and
provides consulting, integration, support and outsourcing services worldwide for
computer and telecommunication systems, local and wide area networks, and
Internet and intranet operations. The Company's software and services enable its
customers to realize improvements in productivity, quality and responsiveness
through the definition, automation, management, measurement and outsourcing of
critical business processes. The Company's customers include businesses,
institutions and governments of varying sizes around the world.
Business Strategy
Wang's business strategy is as follows:
- to be a worldwide leader in work management software for client/server
open systems.
- to be a major worldwide provider of integration, support and outsourcing
services for desktops and networks.
- to continue to provide support for current VS customers and GCOS
customers and upgrades and interoperability options for VS customers.
The Company is taking advantage of the opportunities created by recent
developments in the information processing industry by focusing on particular
segments in which it has the technological, professional and marketing expertise
to offer both software and services that will permit its customers and clients
to increase their productivity in the office and workplace, and by supporting
its significant base of existing VS customers in maintaining and enhancing their
systems or in transitioning to the open client/server model of computing.
Software
The Software Business has worldwide responsibility for all aspects of the
Company's work management software and for application builder software as well
as related professional services.
Workflow. The Company's OPEN/workflow applications are designed to address
efforts to increase office productivity in various sectors of industry and
government. The Company believes that the amount of data that can be stored and
processed through computer systems has increased the need to develop new
applications, which will permit that information to be processed in a coherent,
timely and effective manner. To achieve that goal, the Company believes that
office computer systems must take maximum advantage of new software capabilities
to streamline the underlying work process.
On July 21, 1995, Wang acquired Sigma Imaging Systems, Inc. ("Sigma") to
leverage its relationship with Microsoft. Sigma's product line of workflow and
imaging software is specifically designed to complement Microsoft's Back Office
suite of Windows NT server applications. The Sigma software is modular and can
grow from a small departmental system to a very large environment, processing
over 500,000 pages per day. The software can also route and track electronic
work packets among thousands of workers throughout large organizations.
Additionally, the Sigma software includes remote workstation software that makes
imaged documents available with minimal response time at off-site locations such
as branch offices or employees' homes.
Wang's workflow software enables customers to organize, automate, manage
and integrate their work processes with many existing PC, networking and other
office systems. The software features a graphical user interface and
comprehensive business measurement tools to facilitate workflow development,
measurement and management.
Imaging. Wang believes that image processing is an essential component in
effectively automating the office to take full advantage of advances in open
computing and client/server architecture. Today's imaging technology offers
businesses and organizations that require large volumes of paper processing
(e.g., insurance
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companies, banks, hospitals and governments) the opportunity to realize
significant increases in productivity, quality and service in their offices. For
example, using Wang's imaging technology in a Microsoft environment, a claims
adjuster can retrieve images of an accident, annotate them, enlarge or
reconfigure them and forward or distribute copies of the images to third
parties, without any requirement for physical reproduction. This application
alone can greatly increase the efficiency and flexibility of claims processing,
while enhancing the security and integrity of the image record and eliminating
wasteful paperwork.
The Company has a long history with imaging products. The Wang PIC
(Professional Image Computer), introduced more than ten years ago, enabled users
to capture and edit images as well as merge, store, retrieve and transmit images
electronically. The Company expanded this technology to its WIIS (Wang
Integrated Image Systems), VS minicomputer-based systems, which integrate images
with data and text and provide automation tools for many customers with
image-intensive work processes. WIIS allows paper-based information to be
captured, indexed, stored, retrieved and used throughout an organization, and to
become part of the mainstream of an information system. Particular utilities now
allow customers to run WIIS on a client/server hardware system. With these
utilities, customers can run the VS minicomputer as an image or application
server and run the client applications on their workstations to access the image
data.
The Company has continued its momentum in the imaging market with its
OPEN/image products, introduced in mid-1992. This software builds on the
functionality of WIIS and expands imaging solutions to UNIX-based systems.
OPEN/image software allows customers to easily create new image processing
applications or add imaging capabilities to existing applications on a broad
range of hardware platforms.
Storage Management. In December 1995, the Company acquired Avail Systems
Corporation ("Avail"), a leading company in the market for hierarchical storage
management ("HSM") software intended to create expansive disk space for storing,
archiving and retrieving information on or from information networks. Avail
software determines the frequency of use of information stored on the network
and automatically moves less frequently used information to optical disk or
magnetic tape, thereby freeing up relatively more expensive disk space for the
storage of more frequently used information. Wang is working with Microsoft to
co-develop the Avail HSM software line for inclusion in future Microsoft product
releases. While the market for storage management technology is in its early
stages of development, the Company believes that the Avail HSM software, coupled
with Wang's resources, its alliance with Microsoft and its acquisition of Sigma,
will strengthen Wang's position as a provider of critical imaging and workflow
applications.
COLD. COLD allows companies that generate and manage large quantities of
computer generated paper output (either on computer paper or on microfilm) to
store, archive and retrieve information electronically on optical disk drives.
This provides better retrieval times and increased customer service. Companies
such as credit card processing firms and credit unions can manage many months of
customer information on-line in optical media instead of removing the data and
storing it on microfiche or in stacks of computer paper. Wang's OPEN/cold+
product, introduced in 1994, allows these customers to store the information on
optical drives.
Services
Wang has a long history of providing office automation and systems
integration services, including the design, project management, application
design, installation, ongoing support and administration of a network or
interconnected networks. Additionally, the Company is a leading independent
provider of maintenance and support services, network integration, installation
and other value-added services to customers worldwide. With the acquisition of
I-NET, Inc. ("I-NET") Wang believes that it can now provide a full, worldwide
suite of services, including IT outsourcing services, from the desktop through
local area networks (LANS) and wide area networks (WANS) to the Internet.
Wang focuses on assisting customers in maximizing the effectiveness of
their organizations by using client/server technologies. Wang has designed,
integrated and installed more than 5,000 LANs (since the mid-1980s) and 35,000
VS systems, including 10,000 electronic mail systems (since the late 1970s),
around the world. Wang also helps customers procure and integrate client/server
solution components. Through a
8
<PAGE> 10
number of relationships with major technology providers, including 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 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 or remote help desk support.
In October 1995, Wang built upon its strength in the solutions integration
business through the acquisition of BISS Limited ("BISS"), a United Kingdom
company which specializes in the design, implementation and support of network
computing solutions. The Company believes that with this acquisition, it is one
of the largest independent network integrators in the United Kingdom. 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 August 1996, Wang added substantially to its networking expertise and
market position by acquiring I-NET. The Company believes that I-NET possesses
excellent LAN and WAN design, implementation and operations skills. Through
I-NET, Wang provides services which include enterprise network integration and
operations, network management, data center management, LAN and WAN
communications, document management services and IT outsourcing. The Company
believes that the combination of Wang's world-wide desktop and international LAN
infrastructure with I-NET's domestic LAN and WAN capabilities and WAN monitoring
methodology will position the Company as a leading provider of computer
networking and outsourcing services.
The Company believes that Wang Federal, Inc., a wholly owned Wang
subsidiary, is one of the top providers of systems integration products and
services to the United States federal government. Wang Federal 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 Federal
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 Federal's major contracts for the United
States government include NASA's payload management systems for the space
shuttle; the Database Machine Contract which provides numerous civilian and
Department of Defense agencies with contemporary information technology products
and services; and Pension Benefits Guaranty Corporation, for which Wang Federal
designed, developed and now operates an accounting system.
In addition to its networking and integration services, the Services
Business has worldwide responsibility for selling and supporting popular
third-party hardware and software products, for providing maintenance services
to the Company's VS customers and for the Bull GCOS platform and for installing
and supporting 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 build upon the
Bull acquisition as a foundation for growth, 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 May 1996, the Company acquired Dataserv, a leading 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 range of services and support for client/server
applications, including users of numerous desktop systems (AST, Dell, Leading
Edge, NEC, Packard Bell, Printronix and Zenith Data Systems), users of
networking products (Bay Networks and Novell) and end-user help desk services
(Leading Edge, NEC, Packard Bell and Tricord). The Company supports and
maintains more than 3,500 third party
9
<PAGE> 11
products from more than 300 vendors through its worldwide network of high
quality, well-trained customer engineers, telephone support centers and
logistics operations. The Company employs more than 2,000 technical support
professionals worldwide, and offers support from locations throughout the United
States, in a number of European countries, the Far East, Australia and Latin
America.
The Wang-Microsoft alliance announced in April 1995 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 and end-user help desk services. Wang has also provided support
services for Windows 95 users in Australia since the product's introduction in
August 1995.
Currently, a significant source of the Company's revenue remains the
servicing, upgrading and enhancement of its installed base of its VS systems.
The introduction of several new processors, the VS9000 and VS12000 in 1993, 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 the Company's new work management software products. The Company's
support for its VS line not only allows customers to continue to gain value 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
will allow the large installed base of VS Office users to coexist with Microsoft
Mail and Exchange users. The addition of Bull's United States customer services
business and five sales and service subsidiaries has resulted in Wang providing
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 which have been
declining at a fairly predictable rate over recent years, in part due to the
declining sales of new VS systems and Bull GCOS platforms collectively will
continue to decline during fiscal 1997 at the rate of 20% to 25% per annum.
General
The Company is approaching the markets for its software products with a
two-pronged sales strategy: the sale of software through a direct sales force,
and the sale of software through software vendors, distributors, value-added
resellers ("VARs"), application providers and system integrators. Wang's direct
sales force is focusing on selling software to a distinct set of customers in
selected vertical markets, targeting such industries as federal, state and local
government, banking, financial services, insurance and health care, as well as
customers who possess a large installed base of Wang equipment. In these direct
sales accounts, Wang will typically partner with a systems integrator or
vertically oriented VAR to provide a turn-key solution for the customer.
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 by the Selling
Stockholders of the Common Stock offered hereby.
SELLING STOCKHOLDERS
In January 1997, the Company issued 285,729 shares of Common Stock to some
of the stockholders of Sigma in partial payment of the purchase price for the
acquisition by the Company of Sigma.
10
<PAGE> 12
None of the Selling Stockholders holds any position or officer with, or has
had a material relationship with, the Company, other than as stockholders of the
Company or a subsidiary of the Company (although no such employee is an
executive officer of the Company).
The following table lists the number of shares of Common Stock owned as of
December 31, 1996, the number of shares of Common Stock offered for sale in this
offering, and the number of shares of Common Stock that would be owned upon
completion of this offering (assuming all shares offered hereby are sold) by
each of the Selling Stockholders.
<TABLE>
<CAPTION>
NUMBER OF SHARES
NUMBER OF SHARES OF NUMBER OF OF COMMON STOCK
COMMON STOCK SHARES OF COMMON BENEFICIALLY OWNED
NAME OF SELLING STOCKHOLDER BENEFICIALLY OWNED STOCK OFFERED HEREBY AFTER OFFERING
- --------------------------------------- ------------------- -------------------- ------------------
<S> <C> <C> <C>
Beizer, Mordechai...................... 142,211 135,545 6,666(1)
Gan, Adrienne.......................... 226 26 200
Stratigos, William..................... 142,211 135,545 6,666(1)
Evelyn Katz custodian for Daniel Katz
under NYUGMA......................... 7,134 7,134 0
Evelyn Katz custodian for Phillip Katz
under NYUGMA......................... 7,134 7,134 0
Mann, Richard.......................... 2,605 105 2,500(1)
Yien, Richard.......................... 214 214 0
Zakon, Stuart.......................... 26 26 0
</TABLE>
- ---------------
(1) Those shares which are listed as beneficially owned but which are not being
offered hereby are issuable upon the exercise of outstanding stock options
which are either currently exercisable or will become exercisable within 60
days following December 31, 1996.
PLAN OF DISTRIBUTION
The Common Stock covered hereby may be offered and sold from time to time
by the Selling Stockholders. The Selling Stockholders will act independently of
the Company in making decisions with respect to the timing, manner and size of
each sale. Such sales may be made in the over-the-counter market, in negotiated
transactions, or through a combination of such methods of sale, at market prices
prevailing at the time of sale, prices related to the then current market price
or at negotiated prices, including pursuant to one or more of the following
methods: (i) purchases by a broker-dealer as principal and resale by such broker
or dealer for its account pursuant to this Prospectus; (ii) ordinary brokerage
transactions and transactions in which the broker solicits purchasers; and (iii)
block trades in which the broker-dealer so engaged will attempt to sell the
shares as agent but may position and resell a portion of the block as principal
to facilitate the transaction. The Selling Stockholders may also pledge Common
Stock as collateral for margin accounts and such Common Stock could be resold
pursuant to the terms of such accounts. In effecting sales, broker-dealers
engaged by the Selling Stockholders may arrange for the other broker-dealers to
participate. Such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders and/or the
purchasers of the shares for which such broker-dealers may act as agent or to
whom they may sell as principal, or both (which compensation shall be negotiated
immediately prior to sale and which, as to a particular broker-dealer, may be in
excess of customary compensation). Any broker-dealer may act as broker-dealer on
behalf of one or more of the Selling Stockholders in connection with the
offering of certain of the shares by Selling Stockholders. The Selling
Stockholders have indicated to the Company that they do not intend to sell the
Common Stock offered hereby in underwritten transactions.
The Company has agreed to indemnify the Selling Stockholders against
certain liabilities, including certain liabilities under the Securities Act, in
connection with the sale of shares pursuant to this Prospectus. Additionally,
the Company will pay the expenses incurred in connection with this offering,
other than
11
<PAGE> 13
brokerage commissions, underwriting fees or expenses and legal or accounting
expenses incurred by the Selling Stockholders.
In offering the shares of Common Stock covered hereby, the Selling
Stockholders and any broker-dealers and any other participating broker-dealers
who execute sales for the Selling Stockholders may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales, and any profits realized by the Selling Stockholders and the compensation
of such broker-dealer may be deemed to be underwriting discounts and
commissions.
The Company has advised the Selling Stockholders that during such time as
they may be engaged in a distribution of Common Stock included herein they are
required to comply with Rules 10b-6 and 10b-7 under the Exchange Act and, in
connection therewith, that they may not engage in any stabilization activity in
connection with the Company's securities, are required to furnish to each
broker-dealer through which Common Stock included herein may be offered copies
of this Prospectus, and may not bid for or purchase any of the Company's
securities except as permitted under the Exchange Act. Rule 10b-6 under the
Exchange Act prohibits, with certain exceptions, participants in a distribution
from bidding for or purchasing, for an account in which the participant has a
beneficial interest, any of the securities that are the subject of the
distribution. Rule 10b-7 governs bids and purchases made in order to stabilize
the price of a security in connection with a distribution of the security.
The public offering by the Selling Stockholders of the shares covered
hereby will terminate on the earlier of (i) two (2) years after the date of this
Prospectus or (ii) the date on which all shares offered hereby have been sold by
the Selling Stockholders. The Selling Stockholders have agreed to discontinue
disposition of the Common Stock covered hereby in certain circumstances,
including upon receipt of notice from the Company that there exists material
undisclosed information which the Company has a bona fide business purpose for
keeping confidential.
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 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 certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
12
<PAGE> 14
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............................................... $1,862.00
Legal (including Blue Sky) and accounting fees and expenses of the 2,000.00
Company..........................................................
Printing fees and expenses......................................... 2,500.00
Miscellaneous...................................................... 1,000.00
---------
TOTAL.................................................... $7,362.00
</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
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<S> <C>
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, Independent Auditors
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)
</TABLE>
- ---------------
(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, 1995 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
(5z) Filed as an exhibit to the Registrant's Registration Statement on Form S-3
filed on August 14, 1996 and incorporated herein by reference.
II-1
<PAGE> 15
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 posteffective 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.
II-2
<PAGE> 16
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 14th
day of January, 1997.
WANG LABORATORIES, INC.
By: /s/ FRANKLYN A. CAINE
------------------------------------
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 14th day
of January, 1997, in the capacities indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------------- -----------------
<C> <S> <C>
/s/ JOSEPH M. TUCCI Chairman of the Board, Chief January 14, 1997
- ------------------------------------------ Executive Officer and Director
Joseph M. Tucci (Principal Executive Officer)
/s/ FRANKLYN A. CAINE Executive Vice President and January 14, 1997
- ------------------------------------------ Chief Financial Officer
Franklyn A. Caine (Principal Financial Officer)
/s/ GREGORY C. THOMPSON Vice President and Corporate January 14, 1997
- ------------------------------------------ Controller (Principal Accounting
Gregory C. Thompson Officer)
/s/ DAVID A. BOUCHER Director January 14, 1997
- ------------------------------------------
David A. Boucher
/s/ MICHAEL W. BROWN Director January 14, 1997
- ------------------------------------------
Michael W. Brown
</TABLE>
<PAGE> 17
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------------- -----------------
<C> <S> <C>
/s/ MARCIA J. HOOPER Director January 14, 1997
- ------------------------------------------
Marcia J. Hooper
/s/ JOSEPH J. KROGER Director January 14, 1997
- ------------------------------------------
Joseph J. Kroger
/s/ RAYMOND C. KURZWEIL Director January 14, 1997
- ------------------------------------------
Raymond C. Kurzweil
/s/ AXEL J. LEBLOIS Director January 14, 1997
- ------------------------------------------
Axel J. Leblois
/s/ PAUL E. TSONGAS Director January 14, 1997
- ------------------------------------------
Paul E. Tsongas
/s/ FREDERICK A. WANG Director January 14, 1997
- ------------------------------------------
Frederick A. Wang
</TABLE>
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<S> <C>
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, Independent Auditors
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)
</TABLE>
- ---------------
(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, 1995 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
(5) Filed as an exhibit to the Registrant's Registration Statement on Form S-3
filed on August 14, 1996 and incorporated herein by reference.
<PAGE> 1
EXHIBIT 5
HALE & DORR LLP
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
JANUARY 14, 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 285,729 shares of Common Stock, $.01 par value per share (the
"Shares"), of Wang Laboratories, Inc., a Delaware corporation (the "Company"),
currently held by certain stockholders (the "Selling Stockholders") of the
Company.
We have examined the Agreement and Plan of Merger dated as of June 23, 1995
among the Company, a subsidiary of the Company and Sigma Imaging Systems, Inc.
pursuant to which the Shares were issued, as well as 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 or photostatic 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 and validly authorized and issued and are 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
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
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 285,729 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 the 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
January 13, 1997
<PAGE> 1
EXHIBIT 23.2
ACCOUNTANTS' CONSENT
The Stockholders and Board of Directors
Wang Laboratories, Inc.:
We consent to the use of our report incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the prospectus.
KPMG PEAT MARWICK LLP
Washington, D.C.
January 14, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-3 of Wang Laboratories, Inc. of our report dated January 31, 1996 (not
separately presented herein), 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. We also consent to the reference to our Firm under the
caption "Experts."
Minneapolis, Minnesota
January 14, 1997
