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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): April 22, 1998
WANG LABORATORIES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-5677 04-2192707
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation File Number) Identification No.)
600 Technology Park Drive, Billerica, Massachusetts 01821-4130
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(Address of Principal Executive Offices) (Zip Code)
(508) 967-5000
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Registrant's Telephone Number,
Including Area Code
N/A
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Former Name or Former Address, if Changed Since Last Report
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ITEM 5. OTHER EVENTS.
On April 22, 1998, the Board of Directors of Wang Laboratories, Inc.
(the "Company") declared a dividend distribution of one Right for each
outstanding share of Common Stock to stockholders of record at the close of
business on May 1, 1998 (the "Record Date"). Each Right entitles the registered
holder to purchase from the Company one one-thousandth of a share of Series C
Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred
Stock"), at a Purchase Price of $120, subject to adjustment. The description and
terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement")
between the Company and American Stock Transfer and Trust Company, as Rights
Agent.
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Rights Certificates will
be distributed. The Rights will separate from the Common Stock and a
Distribution Date will occur upon the earlier of (i) ten (10) business days (or
such later date as the Board shall determine) following a public announcement
that a person or group of affiliated or associated persons (an "Acquiring
Person") has acquired, or obtained the right to acquire, beneficial ownership of
15% or more of the outstanding shares of Common Stock or, with respect to Ing.
C. Olivetti & C. S.p.A., has acquired, or obtained the right to acquire,
beneficial ownership of more than 19.9% of the outstanding shares of Common
Stock (the "Stock Acquisition Date"), other than as a result of repurchases of
stock by the Company, or (ii) ten (10) business days (or such later date as the
Board shall determine) following the commencement of a tender offer or exchange
offer that would result in a person or group becoming an Acquiring Person. Until
the Distribution Date, (i) the Rights will be evidenced by the Common Stock
certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued after the Record Date
will contain a notation incorporating the Rights Agreement by reference and
(iii) the surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate. Pursuant to the Rights Agreement,
the Company reserves the right to require prior to the occurrence of a
Triggering Event (as defined below) that, upon any exercise
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of Rights, a number of Rights be exercised so that only whole shares of
Preferred Stock will be issued.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on April 22, 2008, unless earlier redeemed or
exchanged by the Company as described below.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights.
In the event that a person becomes an Acquiring Person, except pursuant
to an offer for all outstanding shares of Common Stock that the independent
directors determine to be fair and not inadequate to and otherwise in the best
interests of the Company and its stockholders, after receiving advice from one
or more investment banking firms (a "Qualified Offer"), each holder of a Right
will thereafter have the right to receive, upon exercise, Common Stock (or, in
certain circumstances, cash, property or other securities of the Company) having
a value equal to two times the exercise price of the Right. Notwithstanding any
of the foregoing, following the occurrence of the event set forth in this
paragraph, all Rights that are, or (under certain circumstances specified in the
Rights Agreement) were, beneficially owned by any Acquiring Person will be null
and void. However, Rights are not exercisable following the occurrence of the
event set forth above until such time as the Rights are no longer redeemable by
the Company as set forth below.
For example, at an exercise price of $120 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following an event
set forth in the preceding paragraph would entitle its holder to purchase $240
worth of Common Stock (or other consideration, as noted above) for $120.
Assuming that the Common Stock had a per share value of $30 at such time, the
holder of each valid Right would be entitled to purchase 8 shares of Common
Stock for $120.
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In the event that, at any time following the Stock Acquisition Date,
(i) the Company engages in a merger or other business combination transaction in
which the Company is not the surviving corporation (other than with an entity
which acquired the shares pursuant to a Qualified Offer), (ii) the Company
engages in a merger or other business combination transaction in which the
Company is the surviving corporation and the Common Stock of the Company is
changed or exchanged (other than with an entity which acquired the shares
pursuant to a Qualified Offer), or (iii) 50% or more of the Company's assets,
cash flow or earning power is sold or transferred, each holder of a Right
(except Rights which previously have been voided as set forth above) shall
thereafter have the right to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the exercise price of the
Right. The events set forth in this paragraph and in the second preceding
paragraph are referred to as the "Triggering Events."
At any time after a person becomes an Acquiring Person and prior to the
acquisition by such person or group of fifty percent (50%) or more of the
outstanding Common Stock, the Board may exchange the Rights (other than Rights
owned by such person or group which have become void), in whole or in part, at
an exchange ratio of one share of Common Stock, or one one-thousandth of a share
of Preferred Stock (or of a share of a class or series of the Company's
preferred stock having equivalent rights, preferences and privileges), per Right
(subject to adjustment).
At any time until ten (10) business days (or such later date as the
Board shall determine) following the Stock Acquisition Date, the Company may
redeem the Rights in whole, but not in part, at a price of $.01 per Right (pay
able in cash, Common Stock or other consideration deemed appropriate by the
Board). Immediately upon the action of the Board ordering redemption of the
Rights, the Rights will terminate and the only right of the holders of Rights
will be to receive the $.01 redemption price. The foregoing notwithstanding, the
Rights generally may not be redeemed for one hundred eighty (180) days following
a change in a majority of the Board as a result of a proxy contest.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to stockholders or to the Company,
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stockholders may, depending upon the circumstances, recognize taxable
income in the event that the Rights become exercisable for Common Stock
(or other consideration) of the Company or for common stock of the
acquiring company as set forth above.
Any of the provisions of the Rights Agreement may be amended by the
Board prior to the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board in order to cure
any ambiguity, to make changes which do not adversely affect the interests of
holders of Rights, or to shorten or lengthen any time period under the Rights
Agreement.
The Rights Agreement, dated as of April 22, 1998, between the Company
and American Stock Transfer and Trust Company, as Rights Agent, specifying the
terms of the Rights and including the form of the Certificate of Designation,
Preferences and Rights setting forth the terms of the Preferred Stock as an
exhibit thereto, and the press release announcing the declaration of the Rights
are attached hereto as exhibits and are incorporated herein by reference. The
foregoing description of the Rights is qualified in its entirety by reference to
such exhibits.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
4 Rights Agreement, dated as of April 22, 1998, between Wang
Laboratories, Inc. and American Stock Transfer and Trust Company, as
Rights Agent, including all exhibits thereto, incorporated herein by
reference to Exhibit 1 to the Company's Registration Statement on Form
8-A dated May 15, 1998.
20 Press Release of the Company dated May 1, 1998, incorporated herein
by reference to Exhibit 2 to the Company's Registration Statement on
Form 8-A dated May 15, 1998.
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SIGNATURE
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 thereto duly authorized.
Wang Laboratories, Inc.
Date: May 15, 1998 By: /s/ Franklyn A. Caine
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Name: Franklyn A. Caine
Title: Executive Vice President
and Chief Financial
Officer
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EXHIBIT INDEX
Exhibit Description Page
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4 Rights Agreement, dated as of April 22, 1998, between Wang
Laboratories, Inc. and American Stock Transfer & Trust
Company, as Rights Agent, including all exhibits thereto,
incorporated herein by reference to Exhibit 1 to the
Company's Registration Statement on Form 8-A dated May 15,
1998.
20 Press Release of the Company dated May 1, 1998,
incorporated herein by reference to Exhibit 2 to the
Company's Registration Statement on Form 8-A dated May 15,
1998.
