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As filed with the Securities and Exchange Commission on April 29, 1999.
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)
290 CONCORD ROAD
BILLERICA, MASSACHUSETTS 01821
(Address of Principal Executive Offices) (Zip Code)
OLSY EMPLOYEES' STOCK INCENTIVE PLAN
(Full title of the Plan)
ALBERT A. NOTINI, ESQ.
WANG LABORATORIES, INC.
290 CONCORD ROAD
BILLERICA, MASSACHUSETTS 01821
(Name and address of agent for service)
(978) 625-5000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share offering price registration fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 605,000 shares $21.089(1) $12,758,845(1) $3,546.96
par value per share
=====================================================================================================
</TABLE>
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(1) All shares are issuable upon the exercise of outstanding options with fixed
exercise prices. Pursuant to Rule 457(h)(1) of the Securities Act of 1933,
the aggregate offering price and the fee have been computed upon the basis
of the prices at which the options may be exercised. The offering price per
share set forth for such shares is the weighted average of the exercise
prices per share at which such options are exercisable. All of the options
granted pursuant to this plan are being registered hereby. There will be no
additional grants under the plan in the future.
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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 participants in Registrant's [Olsy Stock Option 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
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 into this
Registration Statement by reference:
(1) The Registrant's latest transition report on Form
10-K 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 of 1933 (the "Securities Act") that contains audited
financial statements for the Registrant for the six-month period
ended December 31, 1998 for which such statements have been filed.
(2) All other reports of the Registrant 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 NAMED EXPERTS AND COUNSEL
Counsel for the Registrant, Albert A. Notini, Esq., who has
given an opinion on the validity of the securities being registered, is a
security holder, officer and an employee of the Registrant.
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Item 6. INDEMNIFICATION
Section 145 of the General Corporate Law of Delaware provides
that a corporation has the power to indemnify a director, officer, employee or
agent of the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he or she is or is threatened
to made a party by reason of such position, if such person shall have acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the corporation, and, in any criminal proceeding, if such
person had no reasonable cause to believe his or her conduct was unlawful;
provided that, in the case of actions brought by or in the right of the
corporation, no indemnification shall be made with respect to any matter as to
which such person shall have been adjudged to be liable to the corporation
unless and to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances. 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;
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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 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.
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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
21st day of April, 1999.
WANG LABORATORIES, INC.
By: /s/ John P. Cunningham
------------------------------
John P. Cunningham
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 April 21, 1999
- --------------------------- Executive Officer and Director
Joseph M. Tucci (Principal Executive Officer)
/s/ John P. Cunningham Executive Vice President and April 21, 1999
- --------------------------- Chief Financial Officer
John P. Cunningham (Principal Financial Officer)
/s/ Paul F. Brauneis Vice President and Controller April 21, 1999
- --------------------------- (Principal Accounting Officer)
Paul F. Brauneis
/s/ David A. Boucher Director April 21, 1999
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David A. Boucher
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/s/ Michael W. Brown Director April 21, 1999
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Michael W. Brown
Director
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Roberto Colaninno
Director
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Sergio Erede
/s/ Marcia J. Hooper Director April 21, 1999
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Marcia J. Hooper
/s/ Joseph J. Kroger Director April 21, 1999
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Joseph J. Kroger
/s/ Raymond C. Kurzweil Director April 21, 1999
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Raymond C. Kurzweil
/s/ Axel J. LeBlois Director April 21, 1999
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Axel J. Leblois
/s/ Frederick A. Wang Director April 21, 1999
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Frederick A. Wang
/s/ John P. White Director April 21, 1999
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John P. White
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EXHIBIT INDEX
4.1* Certificate of Incorporation of the Registrant, as amended
4.2** By-Laws of the Registrant, as amended
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
24.1 Power of Attorney (included on page 5 of the Registration Statement)
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* The Certificate of Incorporation, as amended through April 17, 1995, is
filed as an exhibit to the Registrant's Registration Statement on Form S-3
(File No. 33-58117), filed on April 19, 1995, and is incorporated herein by
reference. The Certificate of Designation with respect to the Registrant's
4 1/2% Series A Cumulative Convertible Preferred Stock is filed as an
exhibit to the Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1995, and is incorporated herein by reference. The
Certificate of Elimination with respect to the Registrant's 11%
Exchangeable Preferred Stock and The Certificate of Designation with
respect to the Registrant's 6 1/2% Series B Cumulative Convertible
Preferred Stock are filed as exhibits to the Registrant's Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 1996 and are
incorporated herein by reference. A Certificate of Ownership and the
Certificate of Designation with respect to the Registrant's Series C Junior
Participating Preferred Stock are filed as an exhibit to the Registration
Statement on Form S-8 (File No. 333-77319) filed on April 29, 1999,
and are 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 amendments
filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended December 31, 1995, each of which are
incorporated herein by reference.
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EXHIBIT 5.1
April 29, 1999
Wang Laboratories, Inc.
290 Concord Road
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") 605,000 shares (the "Shares") of common stock, par value $0.01
per share (the "Common Stock"), of the Company issuable upon the exercise of
options under the Olsy Employees' Stock Incentive Plan (the "Plan").
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 Plan, (iii) the Certificate of Incorporation
and the By-Laws of the Company, each as currently in effect, (iv) a specimen
certificate representing the Common Stock and (v) 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 upon exercise
of options in accordance with the terms of the Plan and the corresponding Stock
Option Agreement 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
---------------------------------
Albert A. Notini
General Counsel
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EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Olsy Employees' Stock Incentive Plan of Wang
Laboratories, Inc. of our report dated March 22, 1999, with respect to the
consolidated financial statements and schedule of Wang Laboratories, Inc.
included in its Annual Report (Form 10-K) for the period ended December 31,
1998, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Boston, Massachusetts
April 23, 1999
