<PAGE> 1
As filed with the Securities and Exchange Commission
on February 11, 1998.
Registration No. 333- _________
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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)
EMPLOYEES' STOCK INCENTIVE PLAN
(Full title of the Plan)
ALBERT A. NOTINI, ESQ.
WANG LABORATORIES, INC.
600 TECHNOLOGY PARK DRIVE
BILLERICA, MASSACHUSETTS 01821
(Name and address of agent for service)
(978) 967-5000
(Telephone number, including area code, of agent for service)
<TABLE>
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CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed
Title of Amount maximum Proposed maximum
securities to to be offering price aggregate Amount of
be registered registered per share offering price registration fee
- ------------- ---------- --------- -------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, 3,650,000 $25.50(1) $93,075,000(1) $27,457.13
$.01 par value shares
per share
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee, and
based upon the average of the high and low prices of the Registrant's
Common Stock on the NASDAQ National Market on February 9, 1998 in
accordance with Rule 457(c) and 457(h) of the Securities Act of 1933.
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<PAGE> 2
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 incorporates by reference the
contents of the Registration Statement on Form S-8, File No. 33-89912, filed by
the Registrant on March 2, 1995 relating to the Registrant's Employees' Stock
Incentive Plan.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Billerica, Commonwealth of Massachusetts, on this
10th day of February, 1998
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:
Signature Title Date
- --------- ----- ----
/s/ Joseph M. Tucci Chairman of the Board, Chief February 10, 1998
- ---------------------- Executive Officer and Director
Joseph M. Tucci (Principal Executive Officer)
/s/ Franklyn A. Caine Executive Vice President and Chief February 10, 1998
- ---------------------- Financial Officer
Franklyn A. Caine (Principal Financial Officer and
Accounting Officer)
/s/ David A. Boucher Director February 10, 1998
- ----------------------
David A. Boucher
/s/ Michael W. Brown Director February 10, 1998
- ----------------------
Michael W. Brown
/s/ Marcia J. Hooper Director February 10, 1998
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Marcia J. Hooper
<PAGE> 4
Signature Title Date
- --------- ----- ----
/s/ Joseph J. Kroger Director February 10, 1998
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Joseph J. Kroger
/s/ Raymond C. Kurzweil Director February 10, 1998
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Raymond C. Kurzweil
Director
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Axel J. Leblois
/s/ Frederick A. Wang Director February 10, 1998
- ----------------------
Frederick A. Wang
/s/ John P. White Director February 10, 1998
- ----------------------
John P. White
<PAGE> 5
EXHIBIT INDEX
4.1* Certificate of Incorporation of the Registrant
4.2** By-Laws of the Registrant, as amended to date
5.1 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1)
23.2 Consent of Ernst & Young, LLP
24.1 Power of Attorney (included on page 3 of the Registration Statement)
- -------------
* Filed as an Exhibit to the Registrant's quarterly report on 10-Q for the
quarter ended December 31, 1994 and incorporated herein by reference.
** Filed as an Exhibit to the Registrant's quarterly report on 10-Q for the
quarter ended December 31, 1995 and incorporated herein by reference.
<PAGE> 1
Exhibit 5.1
February 10, 1998
Wang Laboratories, Inc.
600 Technology Park Drive
Billerica, MA 01821-4130
Re: Employees' Stock Incentive Plan
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form
S-8 (the "Registration Statement") to be filed on February 11, 1998 with the
Securities and Exchange Commission relating to 3,650,000 shares of the Common
Stock, $.01 par value per share ("Shares"), of Wang Laboratories, Inc., a
Delaware corporation (the "Company"), issuable under the Company's Employees'
Stock Incentive Plan (the "Plan").
We have examined 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 the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies and the authenticity of the originals
of such latter documents.
Based upon the foregoing, we are of the opinion that the Company has
duly authorized for issuance the Shares, and the Shares, when issued and paid
for in accordance with the terms of the Plan and at a price per share in excess
of the par value per share for such Shares, will be legally issued, fully-paid
and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement.
Very truly yours,
/s/ Hale and Dorr LLP
HALE AND DORR LLP
<PAGE> 1
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 3,650,000 shares of common stock pertaining to the
Employees' Stock Incentive Plan of Wang Laboratories, Inc. 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 (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
