<PAGE>
As filed with the Securities and Exchange Commission on May 8, 1997.
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)
COMMON STOCK
(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 maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee
- ---------- ---------- --------- --------- ------------
<S> <C> <C> <C> <C>
Common 2,900 shares $18.50 (1) $53,650.00(1) $100.00
Stock, $.01
par value
per share
- -----------------------------------------------------------------------------------------------
</TABLE>
(1) All shares are issuable with fixed 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 shares are issued.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I of Form S-8 is included in
documents sent or given to the recipient of the common stock of the Registrant,
$.01 par value per share (the "Common Stock") pursuant to Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
-----------------------------------------------
Wang Laboratories, Inc. (the "Registrant") is subject to the
informational and reporting requirements of Sections 13(a), 14 and 15(d) 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"). The Following
documents, which are filed with Commission, are incorporated in this
Registration Statement by reference:
(1) The Registrant's latest annual report filed pursuant to Sections
13(a) or 15(d) of the Exchange Act, or the latest prospectus filed pursuant
to Rule 424(b) under the Securities Act that contains audited financial
statements for the Registrant's latest fiscal year for which such
statements have been filed.
(2) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
or the prospectus referred to in (1) above.
(3) The description of the Common Stock, contained in a Registration
Statement filed under the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all shares of Common Stock then remaining unsold,
shall be deemed to be incorporated by reference herein and to be part hereof
from the date of the filing of such documents.
Item 4. Description of Securities
-------------------------
Not applicable.
Item 5. Interests of Names Experts and Counsel
--------------------------------------
Not applicable.
Item 6. Indemnification
---------------
<PAGE>
Section 145 of the Delaware General Corporate 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 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
--------
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
Item 9. Undertakings
------------
1. The Registrant 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 the 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 the
Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (i) and (ii) do not apply if the
-----------------
Registration Statement is on Form S-3 or Form S-8, and 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 Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the 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
<PAGE>
of such securities at that 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.
2. The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 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 the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
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 Registrant 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.
<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 of 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 May 7, 1997
Joseph M. Tucci Executive Officer and Director
(Principal Executive Officer)
/s/ Franklyn A. Caine
_______________________________ Executive Vice President and May 7, 1997
Franklyn A. Caine Chief Financial Officer
(Principal Financial Officer
and Accounting Officer)
/s/ David A. Boucher
_______________________________ Director May 7, 1997
David A. Boucher
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/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
/s/ Axel J. Leblois Director May 7, 1997
_____________________
Axel J. Leblois
/s/ Frederick A. Wang Director May 7, 1997
_____________________
Frederick A. Wang
</TABLE>
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EXHIBIT INDEX
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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 KMPG Peat Marwick LLP
24.1 Power of Attorney (included on page 5 of the Registration Statement)
_______________________________
* Filed as an Exhibit to the Registrant's quarterly report on 10-Q for the
quarter ended December 31, 1994 and incorporated herein by reference.
** Filed as an Exhibit to the Registrant's quarterly report on 10-Q for the
quarter ended December 31, 1995 and incorporated herein by reference.
<PAGE>
Exhibit 5.1
- -----------
May 7, 1997
Wang Laboratories, Inc.
600 Technology Park Drive
Billerica, MA 01821
Re: Registration Statement on Form S-8 (Common Stock)
-------------------------------------------------
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 (as amended as of the date
hereof, 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") 2,900 shares (the "Shares") of common stock, par value $0.01
per share (the "Common Stock"), of the Company to be issued to Ken Bajaj as
compensation.
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 Certificate of Incorporation and the By-Laws of
the Company, each as currently in effect, (iii) a specimen certificate
representing the Common Stock and (iv) 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 statute 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 as
contemplated by the Registration Statement, the Shares will be validly issued,
fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, I do not thereby admit that I
am in the category of person whose consent is required under Section 7 of the
1933 Act or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Albert A. Notini
General Counsel
<PAGE>
Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration Statement (Form
S-8) for the registration of 2,900 shares of common stock 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 DataServe 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
