<PAGE> 1
As filed with the Securities and Exchange Commission on February 11, 1998
Registration Statement No. 333-27971
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
Registration Statement Under The Securities Act of 1933
WANG LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-2192707
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 TECHNOLOGY PARK DRIVE
BILLERICA, MASSACHUSETTS 01821
(978) 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
(978) 967-5000
------------------------------
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent for Service)
Copies to:
PATRICK J. RONDEAU, ESQ.
HALE AND DORR LLP
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
(617) 526-6000
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date hereof.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
<PAGE> 2
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. / /
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE> 3
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION; DATED FEBRUARY 11, 1998
PROSPECTUS
30,864 SHARES OF COMMON STOCK,
$0.01 PAR VALUE
WANG LABORATORIES, INC.
This Prospectus covers the resale of 30,864 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 a certain stockholder of the
Company (the "Selling Stockholders"). See "Selling Stockholder." The Company
will not receive any of the proceeds from the sale of Common Stock by the
Selling Stockholder.
The Selling Stockholder 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 February 11, 1998.
<PAGE> 4
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, 1997;
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997;
(3) The Company's Current Report on Form 8K/A dated August 29, 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
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the Common Stock registered hereby shall be deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the date of filing
such documents. Any statements contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the foregoing documents incorporated by reference into this
Prospectus (without exhibits to such documents, unless such exhibits are
specifically incorporated by reference into such documents). Requests for such
copies should be directed to the Secretary of the Company, 600 Technology Park
Drive, Billerica, Massachusetts, 01821, telephone (978) 967-5000.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT
RELATES. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL.
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RISK FACTORS
In addition to the other information in this Prospectus, the following
factors should be considered carefully by potential investors in evaluating an
investment in the Common Stock offered hereby.
IMPLEMENTATION OF BUSINESS STRATEGY. The Company's business strategy is to
increase the revenues and margins it realizes from providing network services to
customers and clients and to build upon that growth through appropriate
strategic alliances and acquisitions designed to complement Wang's core
competencies. The Company's ability to implement this strategy fully over the
long term, and the ultimate success of this strategy, are subject to a broad
range of uncertainties and contingencies, many of which are beyond the Company's
control. The Company may not be able to achieve the revenue growth it is seeking
as a result of an inability to obtain new customer contracts or the inability to
deliver the required services in a timely manner under such contracts. In
addition, there can be no assurance that the Company will be able to implement
strategic relationships or acquisitions, or, if entered into, that such
strategic relationships or acquisitions will in fact further the implementation
of the Company's business strategy. The Company's existing strategic
relationships with Microsoft Corporation ("Microsoft") and Cisco Systems, Inc.
("CISCO") are subject to a variety of uncertainties, including possible
evolutions in technology, business relationships or strategic plans of the
parties which may, in the future, result in the termination of, or a change in
the nature of or in the expectations with respect to, such strategic
relationships. The Company's relationship with Microsoft also includes certain
contractual obligations, which, if not satisfied, could allow Microsoft to
terminate all or a portion of the relationship. In addition, there can be no
assurance that any of the Company's acquisitions or strategic alliances will
result in long-term benefits to the Company, or that the Company and its
management will be able to effectively assimilate and manage the business of any
acquired companies. The Company evaluates such transactions regularly, and one
or more such transactions could occur at any time.
Currently, a significant portion of the Company's revenues and gross
margins are attributable to the servicing, upgrading and enhancement of its
installed base of VS and other traditional proprietary systems. The Company
expects the decline in revenues from traditional sources, including the acquired
Bull proprietary product and service revenue streams (i.e. sales and service of
VS proprietary and GCOS products) to continue to decline at a rate of 25% per
year over the next several years. From one period to the next, the decline rate
could be highly variable. As the Company's proprietary revenues decline, the
loss of individual customers will have an increasingly significant effect on the
rate of decline for any particular measurement period. The Company's continued
growth is predicated on the business strategy described above (including the
acquisition of new customer service and network integration businesses) more
than offsetting the decline in revenues from traditional proprietary sources.
There can be no assurance that delays or difficulties in the implementation of
the Company's strategy, or a higher than anticipated decline in revenues from
proprietary sources will not adversely impact the Company's results of
operations or the price of its equity.
DEPENDENCE ON KEY PERSONNEL. The Company depends to a significant extent on
key management and technical personnel. The Company's growth and future success
will depend in large part on its ability to attract, motivate and retain highly
qualified personnel, particularly, trained and experienced technical
professionals capable of providing sophisticated network and outsourcing
services. Competition for such personnel is intense and there can be no
assurances that the Company will be successful in hiring, motivating or
retaining such qualified personnel. The loss of key personnel or the inability
to hire or retain qualified personnel could have a material adverse effect on
the Company's business, financial condition or results of operations.
COMPETITION. The information technology ("IT") services industry, including
the network and outsourcing service and support markets, is intensely
competitive and undergoing rapid change. Worldwide competition is vigorous in
all of the markets in which the Company does business. The Company's competitors
are numerous and vary widely in market position, size and resources. Competitors
differ significantly depending upon the market, customer and geographic area
involved. In many of the Company's markets, traditional computer hardware
manufacturing, communications and consulting
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companies provide the most significant competition. The Company must also
compete, particularly in the network services market, with other IT services
businesses with more limited resources, but which have, in a number of cases,
been able to develop a strong local or regional customer base. Many of the
Company's competitors have substantially greater resources, including larger
research and engineering staffs and larger marketing organizations, than those
of the Company. There can be no assurance that the Company will be able to
compete successfully against other companies that provide IT services.
YEAR 2000 LIABILITY. The Company supplies computer systems to large
organizations in the commercial and government markets, which include federal,
state and local customers. Any failure of the Company's products to perform,
including system malfunctions due to the onset of the calendar year 2000 (caused
by a data structure problem that will prevent software from properly recognizing
dates after the year 1999), could result in claims against the Company. Although
the Company maintains computer software and services, errors and omissions
insurance, a claim brought against the Company could have a material adverse
effect on the Company's business, financial condition or results of operations.
Moreover, an increasing number of the Company's installed base of VS and other
traditional proprietary systems could choose to convert to other calendar year
2000 compliant systems in order to avoid such malfunctions. An increasing rate
of conversion would result in an increasing rate of decline of revenue
associated with such proprietary systems, and could have a material adverse
effect on the Company's business, financial condition or results of operations.
POSSIBLE VOLATILITY OF PRICE OF COMMON STOCK. The market price of the
Company's Common Stock has fluctuated significantly in the past and may continue
to fluctuate in the future. Factors such as announcements of technological
innovations or other developments concerning the Company, its competitors or
other third parties, quarterly variations in the Company's results of
operations, and changes in overall industry and economic conditions may all
affect the market prices of the Common Stock and cause it to fluctuate
significantly. Moreover, the Company's expense levels are based in part on
expectations of future revenue levels, and a shortfall in expected revenue could
therefore have a disproportionate adverse effect on the Company's net income.
Furthermore, the market price of the stocks of many high technology companies
has experienced wide fluctuations that have not necessarily been related to the
operating performance of the individual companies.
DEPENDENCE ON GOVERNMENT REVENUE. In fiscal 1997 the Company derived
approximately 30% of its revenues from branches or agencies of the United States
government, and derived significant additional revenues from agencies of various
foreign governments. A significant portion of the Company's United States
federal government revenues comes from orders under government contract or
subcontract awards, which involves the risk that the failure to obtain an award,
or a delay on the part of the government agency in making the award or of
ordering or paying for products or services under an awarded contract, could
have a material adverse effect on the financial performance of the Company for
the period in question. Other risks involved in government sales are the larger
discounts (and thus lower margins) often involved in government sales, the
unpredictability of funding for various government programs, and the ability of
the government agency to unilaterally terminate the contract. Revenues from the
United States government and government agencies are received under a number of
different contracts and from a number of different government agencies and
departments.
INTERNATIONAL OPERATIONS. International revenues in recent years have
accounted for a substantial portion of the Company's total revenues. The
Company's international operations are subject to all of the risks normally
associated with international sales, including changes in regulatory compliance
requirements, compliance costs associated with International Standards
Organization (ISO) 9000 quality control standards, special standards
requirements, exposure to currency fluctuations, exchange rates, tariffs and
other barriers, difficulties in staffing and managing international subsidiary
operations, potentially adverse tax consequences and country-specific product
requirements. While the Company attempts to reduce its currency exposure, there
can be no assurance that it will not experience significant losses on
international currency fluctuations. In addition, effective intellectual
property protection may not be
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available in every foreign country in which the Company distributes its own and
other products and the loss of such protection could have a material adverse
effect on the business of the Company.
NATURE OF CONTRACTS. Many of the Company's commercial contracts are for a
fixed price and are long-term in duration, which subjects the Company to
substantial risks relating to unexpected cost increases and other factors
outside the control of the Company. Revenues and profits on such contracts are
recognized using estimates and actual results, when known, may differ materially
from such estimates. In addition, IT outsourcing contracts in particular, often
contain provisions that allow for termination for convenience, service level
agreement compliance, liquidated damages, penalties and are awarded based on
competitive procurement process. Such contracts often require high expenditures
and long lead times with no assurance of success.
SUPERIOR RIGHTS OF PREFERRED STOCK. The Board of Directors of the Company
is authorized under the Company's Certificate of Incorporation, without
stockholder approval, to issue from time to time up to an aggregate of 5,000,000
shares of preferred stock, $0.01 par value per share (the "Preferred Stock"), in
one or more series. Of the 5,000,000 authorized shares of Preferred Stock,
90,000 shares have been designated as 4 1/2% Series A Cumulative Convertible
Preferred Stock (the "Series A Preferred Stock"), all of which shares have been
issued, and 143,750 shares have been designated as 6 1/2% Series B Cumulative
Convertible Preferred Stock ("Series B Preferred Stock"), all of which shares
have been issued. The rights of holders of Common Stock are subject to, and may
be adversely affected by, the rights of holders of the Series A Preferred Stock
and the Series B Preferred Stock and any other series of Preferred Stock that
the Company may designate and issue in the future. In particular, before any
payment or distribution is made to holders of Common Stock upon the liquidation,
dissolution or winding-up of the Company, holders of both the Series A Preferred
Stock and the Series B Preferred Stock are entitled to receive a liquidation
preference of $1,000.00 per share, plus accrued and unpaid dividends. The
holders of the Series A Preferred Stock and the Series B Preferred Stock also
have various rights, preferences and privileges with respect to dividends,
redemption, voting, conversion and registration under the Securities Act.
ANTI-TAKEOVER PROVISIONS. The Company's Certificate of Incorporation and
By-Laws and the Delaware General Corporation Law contain certain provisions
which could have the effect of delaying or preventing transactions that might
result in a change in control of the Company, including transactions in which
stockholders might otherwise receive a premium for their shares over the
then-current market price, and may limit the ability of stockholders to approve
transactions that they deem to be in their best interests.
AVAILABILITY OF FINANCING. The Company may need to raise additional funds
through public or private debt or equity financings in order to implement its
strategy. There can be no assurance that any such funding will be available, in
a timely manner or on terms acceptable to the Company.
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THE COMPANY
The Company provides worldwide information technology ("IT") services,
including electronic commerce, software application integration, network
architecture/design and security management, help desk support, maintenance and
installation, warranty and procurement. The Company provides life cycle services
that enable its customers to plan, deploy, manage and maintain their network and
desktop computing environments on an outtasking or outsourcing basis. The
Company's customers include businesses, institutions and governments that
operate in heterogeneous technology environments at multiple locations.
The Company is focused on the network integration and consulting,
outsourcing and multi-vendor services elements of the IT services industry in
which the Company enjoys substantial technological expertise and a global reach
and which, in the Company's judgment, offer significant growth and market
opportunities. The Company intends, by internal development and acquisition, to
build on its position as a worldwide provider of value-added network
integration, outsourcing and desktop support services. The Company believes that
this approach will utilize its existing technology strengths and customer base,
while allowing the Company to respond to evolving changes in the worldwide
market for IT services. The Company will continued to service the needs of its
traditional VS minicomputer customers by offering upgrade products, service and
open system coexistence and migration products.
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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 (978) 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 STOCKHOLDER
In March 1997, the Company issued to Curt Hessler (the "Selling
Stockholder") 30,864 shares of Common Stock of the Company (the "Shares") as
compensation for past services provided by the Selling Stockholder to the
Company. In connection with the issuance of the Shares, the Company agreed to
register the public resale of the Shares under the Securities Act of 1933, as
amended, for a period of one year.
The Selling Stockholder is currently a member of the Board of Directors of
I-Net, Inc., a wholly-owned subsidiary of the Company. From April 1996 until
March 1997, the Selling Stockholder was employed by Wang as an advisor and
acting Chairman of I-Net.
The following table lists the number of shares of Common Stock owned as of
December 31, 1997, 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 the
Selling Stockholder.
<TABLE>
<CAPTION>
Number of Shares
Number of Shares of Number of of Common Stock
Common Stock Shares of Common Stock Beneficially Owned
Name of Selling Stockholder Beneficially Owned Offered Hereby After Offering
- --------------------------- ------------------ -------------- --------------
<S> <C> <C> <C>
Curtis Hessler 30,864 30,864 0
</TABLE>
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PLAN OF DISTRIBUTION
The Common Stock covered hereby may be offered and sold from time to time
by the Selling Stockholder. The Selling Stockholder 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 on the Nasdaq National Market, 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 Stockholder 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
Stockholder 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 Stockholder 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 the
Selling Stockholder in connection with the offering of certain of the shares by
the Selling Stockholder. The Selling Stockholder has indicated to the Company
that he does not intend to sell the Common Stock offered hereby in underwritten
transactions.
The Company has agreed to indemnify the Selling Stockholder 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 brokerage commissions, underwriting fees or expenses and legal or
accounting expenses incurred by the Selling Stockholder.
In offering the shares of Common Stock covered hereby, the Selling
Stockholder and any broker-dealers and any other participating broker-dealers
who execute sales for the Selling Stockholder 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 Stockholder and the compensation of such
broker-dealer may be deemed to be underwriting discounts and commissions.
The Company has advised the Selling Stockholder that during such time as it
may be engaged in a distribution of Common Stock included herein it is required
to comply with Regulation M under the Exchange Act .
The public offering by the Selling Stockholder of the shares covered
hereby will terminate on the earlier of (i) twelve (12) months after the date of
this Prospectus or (ii) the date on which all shares offered hereby have been
sold by the Selling Stockholder. The Selling Stockholder has 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 that 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.
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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, 1997 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.
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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 $ 213
Legal (including Blue Sky) and
accounting fees and
expenses of the Company 4,000
Printing fees and expenses 2,000
Miscellaneous 500
---------
TOTAL $ 6,712
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). Article Tenth of Registrant's Certificate of
Incorporation provides for indemnification of its directors and officers to the
maximum extent permitted by the Delaware General Corporation Law.
ITEM 16. EXHIBITS
Exhibit
Number
- ------
2.1(1) Amended and Restated Reorganization Plan dated September 20, 1993
4.1(2) Certificate of Incorporation, as amended to date
4.2(3) Bylaws of Registrant, as amended to date
4.3(4) Form of Stock Certificate for Common Stock
5.1* Opinion of Hale and Dorr LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of KPMG Peat Marwick LLP
23.3* Consent of Hale and Dorr LLP (included in Exhibit 5.1)
24.1* Power of Attorney (appears on signature page)
- ---------------------
1 Filed as an exhibit to the Registrant's Registration Statement on Form 8-A
filed on September 27, 1993 and incorporated herein by reference.
2 Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended December 31, 1994 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
* Previously filed.
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ITEM 17. UNDERTAKINGS
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") that are incorporated by
reference in this Registration Statement.
(2) That, for the purposes of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Corporation pursuant to the indemnification provisions described herein, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
12
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Billerica, Commonwealth of
Massachusetts this 10th day of February, 1998.
WANG LABORATORIES, INC.
By: /s/ Franklyn A. Caine
----------------------------
Franklyn A. Caine
Executive Vice President and
Chief Financial Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons on
this 10th day of February, 1998, in the capacities indicated:
Signature Title Date
Joseph M. Tucci* Chairman of the Board, Chief
- -------------------------- Executive Officer and Director
Joseph M. Tucci (Principal Executive Officer)
/s/ Franklyn A. Caine Executive Vice President and 2/10/98
- -------------------------- Chief Financial Officer
Franklyn A. Caine (Principal Financial Officer
and Principal Accounting
Officer)
David A. Boucher* Director
- --------------------------
David A. Boucher
Michael W. Brown* Director
- --------------------------
Michael W. Brown
Marcia J. Hooper* Director
- --------------------------
Marcia J. Hooper
13
<PAGE> 16
Signature Title Date
Joseph J. Kroger* Director
- --------------------------
Joseph J. Kroger
Raymond C. Kurzweil* Director
- --------------------------
Raymond C. Kurzweil
Axel J. Leblois* Director
- --------------------------
Axel J. Leblois
Frederick A. Wang* Director
- --------------------------
Frederick A. Wang
/s/ John P. White Director 2/10/98
- --------------------------
John P. White
*By: /s/ Franklyn A. Caine
-----------------
Franklyn A. Caine
Attorney-in-Fact
14
<PAGE> 17
EXHIBIT INDEX
Exhibit
Number
- ------
2.1(1) Amended and Restated Reorganization Plan dated September 20, 1993
4.1(2) Certificate of Incorporation, as amended to date
4.2(3) Bylaws of Registrant, as amended to date
4.3(4) Form of Stock Certificate for Common Stock
5.1* Opinion of Hale and Dorr LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of KPMG Peat Marwick LLP
23.3* Consent of Hale and Dorr LLP (included in Exhibit 5.1)
24.1* Power of Attorney (appears on signature page)
- ---------------------
1 Filed as an exhibit to the Registrant's Registration Statement on Form 8-A
filed on September 27, 1993 and incorporated herein by reference.
2 Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended December 31, 1994 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
* Previously filed.
15
<PAGE> 1
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Wang Laboratories,
Inc. for the registration of 30,864 shares of its common stock and to the
incorporation by reference therein of our report dated August 13, 1997, 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, 1997, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Boston, Massachusetts
February 9, 1998
<PAGE> 1
Exhibit 23.2
ACCOUNTANTS' CONSENT
The Board of Directors and Stockholders
Wang Laboratories, Inc.
We consent to the use of our report, incorporated by reference herein, dated
March 29, 1996, except as to note 15 which is as of April 15, 1996, and note 16
which is as of August 29, 1996, with respect to the consolidated balance sheets
of I-Net, Inc. and subsidiaries as of December 31, 1995 and 1994, and the
related consolidated statements of operations, stockholders' equity (deficit),
and cash flows for each of the years in the three-year period ended December 31,
1995, which report appears in the Form 8-K/A of Wang Laboratories, Inc. dated
August 29, 1996, and to the reference to our firm under the heading "Experts" in
the prospectus.
KPMG Peat Marwick LLP
Washington, D.C.
February 9, 1998
