<PAGE> 1
As filed with the Securities and Exchange Commission on February 11, 1998
Registration 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 registrant 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
BILLERICA, MASSACHUSETTS 01821
(Address of Principal Executive Offices) (Zip Code)
SHORT-TERM INCENTIVE COMPENSATION 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)
================================================================================
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
maximum
offering Proposed maximum Amount of
Title of securities Amount to be price per aggregate registration
to be registered registered share offering price fee
---------------- ---------- ----- -------------- ------------
<S> <C> <C> <C> <C>
Common Stock, $.01
par value per share 100,000 shares $25.50(1) $2,550,000.00(1) $752.25
</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 as reported by the Nasdaq National Market on February 9, 1998
in accordance with Rules 457(c) and 457(h) of the Securities Act of 1933.
================================================================================
<PAGE> 2
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or
given to participants in the Registrant's 1997 Short-Term Incentive Compensation
Plan 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
The following documents, which are filed with the Securities and
Exchange Commission (the "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 Securities Exchange Act of 1934, as amended (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 of the Registrant, $.01 par
value per share (the "Common Stock"), contained in the Registrant's
Registration Statement on Form 8-A 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 shares of Common Stock
offered hereby 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 NAMED EXPERTS AND COUNSEL
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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. 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.
II-1
<PAGE> 3
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 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 purpose 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 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 in 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
II-2
<PAGE> 4
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the 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 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.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 February 10, 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.
<PAGE> 5
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed below by the following persons in the capacities and on the date
indicated.
Signature Title Date
--------- ----- ----
/s/ Joseph M. Tucci Chairman of the Board, February 10, 1998
- ------------------------- Chief Executive Officer
Joseph M. Tucci and Director (principal
executive officer)
/s/ Franklyn A. Caine Executive Vice President February 10, 1998
- ------------------------- and Chief Financial
Franklyn A. Caine Officer (principal financial
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
- -------------------------
Marcia J. Hooper
/s/ Joseph J. Kroger Director February 10, 1998
- -------------------------
Joseph J. Kroger
/s/ Raymond C. Kurzweil Director February 10, 1998
- -------------------------
Raymond C. Kurzweil
Director February 10, 1998
- -------------------------
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> 6
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
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 the signature page of this
Registration Statement)
- --------------
* Filed as an Exhibit to the Registrant's Registration Statement on Form S-3
(File No. 33-58717) filed on April 19, 1995, and incorporated herein by
reference.
** Filed as an Exhibit to the Registrant's Registration Statement on Form 8-A
(File No. 0-22470), filed on September 27, 1993, as amended by an amendment
to the Bylaws 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.
<PAGE> 1
Exhibit 5.1
HALE AND DORR LLP
Counsellors at Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 FAX 617-526-5000
February 10, 1998
Wang Laboratories, Inc.
600 Technology Park Drive
Billerica, MA 01821-4130
Re: Short-Term Incentive Compensation 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 100,000 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 Short-Term
Incentive Compensation 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
<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 100,000 shares of common stock pertaining to the
Short-Term Incentive Compensation 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
