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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 29, 1997
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Wang Laboratories, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-5677 04-2192707
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(Commission File Number) (IRS Employer Identification No.)
600 Technology Park Drive, Billerica, Massachusetts 01821
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (508) 967-5000
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ITEM 5. OTHER EVENTS.
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On January 29, 1997 Wang Laboratories, Inc. ("Wang") announced that Wang
has reached agreement whereby Eastman Kodak Company would acquire Wang's
software business unit. A press release prepared by Wang is attached hereto as
Exhibit 1.
On January 29, 1997 Wang Laboratories, Inc. ("Wang") announced its earnings
for the quarter ended December 31, 1996. A press release prepared by Wang on
January 29, 1997 is attached hereto as Exhibit 2.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
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(c) Exhibits
Item Description
- ---- -----------
1. Press Release Announcing the
sale of Wang's software
business unit to Eastman
Kodak Company.
2. Press Release Announcing
Earnings for the Quarter
Ended December 31, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WANG LABORATORIES, INC.
Dated: January 30, 1997 By: /s/ Franklyn A. Caine
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Franklyn A. Caine
Executive Vice President
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
1. Press Release Announcing the
sale of Wang's software
business unit to Eastman
Kodak Company.
2. Press Release Announcing
Earnings for the Quarter
Ended December 31, 1996.
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EXHIBIT 1
Contact: Paul Allen, Kodak
(716) 724-5802, [email protected]
Lucy Flynn, Wang
(508) 967-6440, [email protected]
KODAK ANNOUNCES PLANS TO ACQUIRE WANG SOFTWARE BUSINESS;
STRENGTHENS ITS POSITION IN DOCUMENT IMAGING
ROCHESTER, N.Y. and BILLERICA, Mass. (January 29, 1997) - Eastman Kodak
Company (NYSE:EK) and Wang Laboratories (NASDAQ:WANG) today announced that the
two companies have reached agreement subject to final documentation whereby
Kodak would acquire Wang's software business unit for $260.0 million in cash.
The transaction would enable Wang to focus all of its resources on its
network and desktop integration and services business, and strengthen Kodak's
position in the growing imaging and work management software market.
The new software business will operate as a separate Kodak subsidiary, as
part of Kodak's Business Imaging Systems organization. Robert K. Weiler,
currently president of Wang Software, would become president of the new entity.
The 700 employees of Wang Software would become part of the new entity, with
headquarters remaining at its current location in Billerica, Mass. The business
being transferred to Kodak would include Wang Software's management, employees,
products, technology, customers, partners, and sales, marketing and research and
development organizations worldwide.
"This contemplated transaction represents an important strategic fit with
Kodak's overall imaging businesses," said George M.C. Fisher, Kodak chief
executive officer. "Imaging storage and retrieval, which is a part of our
Business Imaging Systems business, is important for imaging applications across
all Kodak businesses and we believe this would help our customers more
effectively integrate imaging into their mainstream businesses."
"Kodak is an acknowledged leader in document capture and storage
technologies and solutions," said Candy Obourn, president of Kodak Business
Imaging Systems. "Our strong
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foundation in digital imaging, fortified by this acquisition, allows us to
provide a unique set of capabilities for managing vital documents, from rapid
deployment of workflow to long-term archive. In this way our customers -
numbering over 20,000 worldwide - can more quickly reap the benefits that
imaging offers."
"We believe this transaction will create several winning outcomes," said
Joseph M. Tucci, chairman of the board and chief executive officer of Wang. "Our
shareholders benefit from the value that Bob Weiler and his team have built for
Wang. In addition, our shareholders can count on us to continue building
shareholder value by focusing substantial resources on opportunities in the
rapidly growing market for networking and desktop integration and services. Wang
customers will realize significant benefits from our focus and commitment to
high quality services through a global service delivery organization."
"We see this as an opportunity to reaffirm strong relationships with two
great companies," said Bill Gates, chairman and chief executive officer,
Microsoft. "We look forward to building on our existing alliance and co-branding
with Kodak for consumer image software, and we look forward to continuing our
long-standing relationship with Wang as a Microsoft Authorized Support Center
partner. In addition, Michael Brown, chief financial officer of Microsoft, will
continue to serve on Wang's board of directors."
The acquisition is expected to close within 45 to 60 days, subject to the
expiration of the Hart-Scott Rodino waiting period and the satisfaction of other
customary closing conditions. This press release contains forward-looking
statements that involve a number of risks and uncertainties. Among the important
factors that could cause actual results to differ materially from those
indicated by such forward-looking statements are delays in product development,
changes in the mix of the company's service and software businesses, competitive
pressures, general economic conditions and the risk factors detailed in the
company's periodic reports and registration statements filed with the Securities
and Exchange Commission.
Further details of the transaction were not disclosed.
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EXHIBIT 2
Contact: Lucy Flynn, Wang
(508)967-6440, [email protected]
WANG REPORTS DECEMBER QUARTER RESULTS
BILLERICA, Mass. (January 29, 1997) - Wang (NASDAQ: WANG) reported revenues for
the quarter ended December 31, 1996, of $363.7 million up from $292.5 million in
the same quarter of the prior year.
EBITDA was $38.1 million compared to $37.1 million in the same quarter in
the prior year. Net income for the quarter was $4.5 million resulting in
earnings per share of $0.03.
During the quarter Wang continued to take advantage of opportunities for
growth with recent customer wins. Wang Multi-vendor Service is successfully
partnering with Control Data Systems Inc. to provide a state-of the-art X.500
messaging system for the Commonwealth of Massachusetts. D&H Distributing Inc.
joins a growing list of system suppliers that have chosen Wang to provide
support to their customers. In Australia, the South Sydney Council is following
Wang's strategic approach to open systems by upgrading to Wang's VS 16000 and
integrating with a local area network. An Australian university has recently
signed a $1.6 million contract for Wang to install an ATI Microwave link and
Cisco ATM switches and routers, providing connectivity to its three campuses.
Wang's partnership with Microsoft remains strong, having recently been
selected as one of three companies authorized to provide help desk services to
Microsoft Solution Providers. In addition, Wang is partnering with Microsoft
Consulting Services to provide technology services based on Microsoft's Solution
Framework, and is participating in the Microsoft Service Advantage 97. In
Australia, Telstra Business Group awarded Wang a multi-million dollar contract
to upgrade laptops and desktops to standard Microsoft software.
I-NET teamed up with Wang and was recently awarded a five-year U.S.
Government Pacific Theater support contract by the Department of Defense to
design, provide, operate and
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maintain telecommunications networks which interconnect training locations
throughout the Pacific. Wang/I-NET was awarded its first IDIQ contract as a U.S.
Government Prime Contractor for the National Institutes of Health.
Revenues of the company's OPEN/software were $13.1 million for the quarter,
versus $12.4 million in the prior year. Results for the quarter were negatively
affected by the ongoing discussions concerning the sale of the company's
Software Business to Eastman Kodak.
RESULTS FOR THE YEAR ENDED DECEMBER 31, 1996
Revenues for the year ended December 31, 1996, were $1,187.5 million,
compared to revenues of $1,095.0 million for the year ended December 31, 1995.
EBITDA for 1996 was $136.2 million compared to $113.5 million in 1995. Net loss
for the year ended December 31, 1996, was $8.7 million compared to a net loss of
$81.4 million in the prior year. These results include integration-related costs
and other charges of $29.1 million and $91.4 million, respectively. Revenues of
the company's OPEN/software were $53.1 million for the year, up from $35.2
million in the prior year.
Wang Laboratories, Inc. is a recognized worldwide leader in workflow,
integrated imaging, document management software, and network storage management
for client/server open systems and a major worldwide provider of integration and
support services for office software and networks. Information about Wang and
its products can be found on the World Wide Web at www.wang.com.
This press release contains forward-looking statements that involve a
number of risks and uncertainties. Among the important factors that could cause
actual results to differ materially from those indicated by such forward-looking
statements are delays in product development, changes in the mix of the
company's service and software businesses, competitive pressures, general
economic conditions and the risk factors detailed in the company's periodic
reports and registration statements filed with the Securities and Exchange
Commission.
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