<PAGE> 1
As filed with the Securities and Exchange Commission on May 10, 1999
Registration Statement No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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.)
290 CONCORD ROAD
BILLERICA, MASSACHUSETTS 01821
(978) 625-5000
(Address, including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
ALBERT A. NOTINI, ESQ.
EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
WANG LABORATORIES, INC.
290 CONCORD ROAD
BILLERICA, MASSACHUSETTS 01821
(978) 625-5000
(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. / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Title of Shares to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered Aggregate Price per Aggregate Offering Registration
Share (1) Price (1) Fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 68,500 $28.9375 $1,982,218.75 $551.06
====================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended
(the "Securities Act"), and based upon prices on the Nasdaq National
Market on May 7, 1999.
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
SUBJECT TO COMPLETION, DATED MAY ___, 1999
PROSPECTUS
The information contained in this Prospectus is not complete and may be
changed. The Selling Shareholders named in this Prospectus cannot sell these
securities until the registration statement filed with the Securities and
Exchange Commission is effective. This Prospectus is not an offer to sell these
securities and is not soliciting an offer to buy these securities in any state
where the offer or sale is not permitted.
68,500 SHARES
WANG LABORATORIES, INC.
COMMON STOCK
This Prospectus relates to the public resale, from time to time, of
68,500 shares of Wang Laboratories, Inc. common stock by certain shareholders
identified below in the section titled "Selling Shareholders." Wang Laboratories
issued the common stock covered by this Prospectus (the "Shares") in connection
with grants of restricted stock awards to the Selling Shareholders.
The prices at which the Selling Shareholders may sell the Shares will
be determined by the prevailing market price for the Shares or in negotiated
transactions. Wang Laboratories will not receive any of the proceeds from the
sale of Shares covered by this Prospectus.
Wang Laboratories is quoted on the Nasdaq National Market under the
symbol "WANG." On May 7, 1999, the average of the high and low price for the
Common Stock was $28.9375.
INVESTING IN THESE SECURITIES INVOLVES CERTAIN RISKS. YOU SHOULD
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 3 OF THIS PROSPECTUS
BEFORE PURCHASING ANY SHARES.
THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS
HAVE NOT APPROVED OR DISAPPROVED THESE SECURITIES, NOR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is _________, 1999.
<PAGE> 4
WHERE YOU CAN FIND MORE INFORMATION
Wang Laboratories is subject to the informational and reporting
requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 and therefore files annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission, or
SEC. You may read and copy any document we file at the SEC's public reference
room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room. Our SEC
filings are also available to the public from the SEC's Website at
"http://www.sec.gov."
The SEC allows Wang Laboratories to "incorporate by reference" the
information we file with them, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this Prospectus. We
incorporate by reference the following documents:
(1) Our latest annual report filed pursuant to Sections 13(a) or 15(d)
of the Securities Exchange Act of 1934 or the latest prospectus filed pursuant
to Rule 424(b) under the Securities Act that contains audited financial
statements for our 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 document 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 reports and definitive proxy or information statements filed by us
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, which are
filed after the date of this Prospectus and prior to the filing of a
post-effective amendment which indicates that all shares offered hereby have
been sold or which deregisters all shares then remaining unsold, shall be deemed
to be incorporated in this Prospectus by reference and to be a part hereof from
the date of filing of such reports and documents.
You may request a copy of these filings, at no cost, by writing or
telephoning our General Counsel at Wang Laboratories, Inc., 290 Concord Road,
Billerica, MA 01821, Telephone: (978) 625-5000.
Wang Laboratories has filed with the SEC a registration statement on
Form S-3 under the Securities Act of 1933 with respect to the Shares offered by
this Prospectus. This Prospectus, which constitutes a part of that registration
statement, does not contain all the information contained in the registration
statement and its exhibits. For further information with respect to Wang
Laboratories and the Shares, you should consult the registration statement and
its exhibits. Statements contained in this Prospectus concerning the provisions
of any documents are necessarily summaries of those documents, and each
statement is qualified in its entirety by reference to the copy of the document
filed with the SEC. The registration statement and any of its amendments,
including exhibits filed as a part of the registration statement or an amendment
to the registration statement, are available for inspection and copying as
described above. You may also inspect these documents along with reports and
other information regarding Wang Laboratories at the offices of the National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C.
20006.
YOU SHOULD ONLY RELY ON THE INFORMATION INCORPORATED BY REFERENCE OR
CONTAINED IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT CONTAINED
IN THIS PROSPECTUS. WE ARE OFFERING TO SELL, AND SEEKING OFFERS TO BUY, SHARES
OF COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. THE
INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF THIS
PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF THIS PROSPECTUS OR OF ANY SALE
OF THE COMMON STOCK. IN THIS
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PROSPECTUS, REFERENCES TO THE "COMPANY," "WANG LABORATORIES," "WE," "US" AND
"OUR" REFER TO WANG LABORATORIES, INC. AND ITS SUBSIDIARIES.
THE COMPANY
Wang Laboratories provides information technology services and
solutions to enhance the ability of its customers to operate efficiently and
more profitably through common operating environments, common support
environments, specialized solutions and the Internet. These services and
solutions include network and desktop computing infrastructure design,
integration, security and management, help desk support, maintenance, warranty
support, procurement, resale and installation of IT and communications
equipment, application software design and support, and standardized and
customizable solutions encompassing customer delivery channels for financial
services institutions, electronic commerce and Internet-based commercial
applications. We provide these services and solutions to customers on six
continents and in major markets around the world. Our customers include banking
and other financial services institutions, insurance companies, governments and
their affiliates, including the Governments of the United States, Italy, and the
European Commission, public authorities and utilities, and commercial
enterprises in the retail, oil and gas, computer and telecommunications sectors.
Wang Laboratories, Inc. is a Delaware corporation. Our principal
executive office is located at 290 Concord Road, Billerica, Massachusetts 01821
and our telephone number is (978) 625-5000. In this Prospectus, the term "Wang
Laboratories" includes Wang Laboratories, Inc. and its subsidiaries.
RISK FACTORS
Before purchasing any of the shares offered by this Prospectus, you
should consider carefully the following risk factors, as well as other
information contained in this Prospectus or incorporated by reference into it.
Implementation of Business Strategy. Our business strategy is to
increase the revenues and margins we realize from providing networked technology
services and solutions to customers and clients and to build upon that growth
through acquisitions and alliances with other companies. Our ability to
implement successfully this strategy over the long term, and the ultimate
success of this strategy and the achievement of sustained profitable growth, is
uncertain and subject to a broad range of variables and contingencies, many of
which are beyond our control. We may not be able to achieve the revenue growth
we are seeking as a result of an inability to obtain new customer contracts,
recruit, train and retain required skilled personnel or the inability to deliver
the required services or solutions in a timely and satisfactory manner to
customers.
In addition, we cannot be certain that we 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 our business strategy. Our existing strategic relationships with Dell
Computer Corporation, Microsoft Corporation, and Cisco Systems, Inc. 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. Our relationships
with Dell, Microsoft and Cisco also include certain contractual obligations,
which, if not satisfied, could allow Dell, Microsoft and Cisco to terminate all
or a portion of their relationships.
Currently, a significant portion of our revenues and gross margins are
attributable to the servicing, upgrading and enhancement of our installed base
of VS and other traditional systems and the resale of certain hardware products,
including banking peripherals. We expect revenues from traditional sources,
including the acquired Bull traditional product and service revenue streams, to
decline at a rate exceeding 25% per year on a constant currency basis, but that
rate may accelerate as our customers make systems decisions regarding Year 2000
compliance. Additionally, from one period to the next, the decline rate
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could be highly variable. As our traditional revenues decline, the loss of
individual customers will have an increasingly significant effect on the rate of
decline for any particular measurement period. Our 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 and gross margins from traditional sources. We cannot be
certain that delays or difficulties in the implementation of our strategy, or a
higher than anticipated decline in revenues and gross margins from traditional
sources will not adversely impact our results of operations or the market value
of our securities.
Risks of Newly Acquired Businesses. In March and April 1998, we
completed our acquisition of the wholly-owned IT solutions and services business
of Olivetti Solutions ("Olsy") from the Olivetti Corporation. The transaction
more than doubled our annualized revenue and number of employees. We confront a
number of risks as we operate the Olsy business and integrates it with our
existing business. As with any significant acquisition or merger, we confront
challenges in
- retaining employees,
- customer relationships,
- synchronizing service delivery systems and business processes, and
- integrating logistics, marketing and product offerings to achieve
greater efficiencies and managing unforeseen liabilities.
Moreover, we may not be able to implement all anticipated cost savings
in the Olsy business. Finally, we cannot be certain that the acquisition of Olsy
or any of our other acquisitions or strategic alliances will result in long-term
benefits, or we will be able to effectively assimilate and manage the business
of the acquired companies. We continue to evaluate such opportunities regularly,
and one or more other transactions could occur at any time.
The transfer of our shares to Olivetti as part of the purchase price
for Olsy increases the risk that we may be limited in the use of our net
operating loss. Federal tax rules impose an annual limitation on the use of a
net operating loss when the change of ownership of shares in a corporation
exceeds a certain limit. The transfer of our shares to Olivetti brings the
aggregate change of ownership closer to, but not in excess of, that stated
limit. Other unforeseen changes of ownership may result in the aggregate change
of ownership to exceed the stated limit. We believe that even if the annual
limitation on the use of our net operating loss was imposed, such limitation
would be of limited consequence as the projected annual limitation on the use of
a net operating loss exceeds our projected federal taxable income.
Impairment of Long-Lived Assets. In accordance with accounting
practice, we periodically evaluate the carrying value of long-lived assets such
as goodwill and other intangible assets resulting from business combinations
accounted for as purchases, in relation to the operating performance and future
undiscounted cash flows, net of taxes, of the underlying business. Significant
changes in future operating and business conditions could result in impairment
and material writedowns in the future, if estimated undiscounted cash flows are
projected to be insufficient to recover the carrying value of the related
long-lived assets.
Dependence on Key Personnel. We depend to a significant extent on key
management personnel and technical employees. Our growth and future success will
depend in large part on our ability to attract, motivate and retain highly
qualified personnel, particularly trained and experienced technical
professionals capable of providing sophisticated network and desktop outsourcing
and integration services. In particular, our new relationships with Microsoft
and Dell contemplate that we will train a significant number of qualified
Microsoft- and CISCO-certified personnel. Competition for such personnel is
intense and we cannot be certain that we will be successful in hiring, training,
motivating or retaining such qualified personnel. The loss of key personnel or
the inability to hire, train or retain qualified personnel could have a material
adverse effect on our business.
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Competition. The information technology services and solutions
industry, including the network and desktop services markets, is intensely
competitive and undergoing continual change. Worldwide competition is vigorous
in all of the markets in which we do business. Our 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 our markets, traditional computer hardware manufacturing,
communications and consulting companies provide the most significant
competition. We must also compete with smaller IT services businesses and
solution providers that have been able to develop strong local or regional
customer bases. Many of our competitors have substantially greater resources
than us, including larger research and engineering staffs and larger marketing
organizations. We may have difficulty implementing the leading technology
required to service our customers. We cannot be certain that we will be able to
compete successfully against other companies that provide similar IT services
and solutions.
Year 2000 Liability. We supply computer systems to large organizations
in the commercial and government markets, which include federal, state and local
customers. Any failure of our 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 us. Although we maintain computer software and
services errors and omissions insurance, a claim successfully brought against us
could have a material adverse effect on our business. Moreover, an increasing
number of our 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 accelerate
the decline of revenue associated with such proprietary systems, and could have
a material adverse effect on our business. In addition, we operate internal
legacy systems and applications that contain year 2000 limitations. Initiatives
are underway to replace existing systems and address existing year 2000
limitations. We cannot be certain that the conversion will be completed in a
timely manner.
In the course of providing complex, integrated solutions to customers,
we frequently form alliances with third parties that supply both hardware and
software products and services. Our future results will in part depend upon the
performance and capabilities of these parties, including their ability to deal
effectively with the year 2000 issue. We are evaluating the impact of the year
2000 compliance on our suppliers and are working with our suppliers and
customers on resolving year 2000 compliance issues. Because we rely on the
cooperation and assistance of our suppliers in addressing year 2000 matters,
there remains a possibility that year 2000 problems experienced by our suppliers
could have a material adverse impact on our business.
Possible Volatility of Price of Common Stock. The market price of the
Common Stock has fluctuated significantly in the past and may continue to
fluctuate in the future. Factors that may affect the market price of the Common
Stock and cause it to fluctuate significantly include:
- announcements of acquisitions of or by us,
- technological innovations or other developments concerning us,
our competitors or other third parties,
- quarterly variations in our results of operations,
- non-recurring transactions and
- changes in overall industry and economic conditions.
Moreover, our 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 our net income. Furthermore, the market prices
of the stocks of many high technology companies have experienced wide
fluctuations that have not necessarily been related to the operating performance
of the individual companies.
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Dependence on Government Revenue. In the six months ended December 31,
1998, we derived approximately 11% of our revenues from branches or agencies of
the United States government. Sales to the United States government and its
agencies comprised approximately 20% and 30% of revenues in the years ended June
30, 1998 and 1997. We derived significant additional revenues from agencies of
various foreign governments. A significant portion of the revenue from the
acquired Olsy operations is attributable to the sale of products and services to
governments of other countries and their instrumentalities and agencies. For
example, sales to the Italian government and its agencies were approximately 9%
of revenues in the six months ended December 31, 1998. A significant portion of
our U.S. and non-U.S. government revenues is derived from orders under
government contract or subcontract awards, which involves the risk that the
failure to obtain or renew an award due to the change in ownership or other
factors, 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 our financial performance 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 government agencies
to unilaterally terminate the contract.
International Operations. International revenues in recent years have
accounted for a substantial portion of our total revenues. As a result of the
acquisition of Olsy, more than fifty percent of our revenue is from affiliates
operating outside of the United States. Our international entities are subject
to all of the risks normally associated with international operations,
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 controls, tariffs
and other barriers,
- difficulties in staffing and managing international subsidiary
operations,
- potentially adverse tax consequences and
- country-specific product requirements.
The introduction of the Euro may result in changes to business
practices throughout Europe affecting pricing, systems and competition. While we
attempt to reduce our currency exposure, we cannot be certain that we will not
experience losses due to international currency fluctuations. Our results of
operations could also be affected by economic conditions and changes in foreign
countries and by macro-economic changes, including recession and inflation. For
example, weakness in some Asian economies may have an adverse impact on our
business. In addition, effective intellectual property protection may not be
available in every foreign country in which we distribute our own and other
products and the loss of such protection could have a material adverse effect on
our business.
Nature of Contracts. Some of our contracts are for a fixed price and
are long-term in duration, which subjects us to substantial risks relating to
unexpected cost increases and other factors outside our control.
Revenues and profits on such contracts are recognized using estimates
and actual results, when known, may differ materially from such estimates.
Additionally, some of our customer relationships in the international arena,
particularly those acquired through the Olsy acquisition, are supported by
periodic purchase orders in lieu of contracts of a predetermined duration.
Revenues supported by purchase orders are often less predictable and may be
jeopardized by the change of ownership of Olsy. Finally, IT outsourcing
contracts in particular, often contain provisions that allow for termination for
convenience, service level agreement compliance, liquidated damages and
penalties and are awarded based on a competitive procurement process. Such
contracts often require high pre-award expenditures and long lead times with no
assurance of success.
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Superior Rights of Preferred Stock. Our Board of Directors is
authorized under our Certificate of Incorporation, without stockholder approval,
to issue from time to time up to an aggregate of 5,000,000 shares of 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, all of which shares
have been issued,
- 143,750 shares have been designated as 6 1/2% Series B
Cumulative Convertible Preferred Stock, all of which shares
have been issued, and
- 100,000 shares of Series C Junior Participating Preferred
Stock, none of which 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,
Series B Preferred Stock, Series C Preferred Stock and any other series of
preferred stock that we 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 each of 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 of 1933.
Market Risk. Our earnings and cash flow are subject to fluctuations due
to changes in foreign currency exchange rates. We manage our exposure to changes
in foreign currency exchange rates on certain intercompany and third party
transactions denominated in foreign currency by entering into forward exchange
contracts. Our risk management objective is to reduce our exposure to the
effects of changes in future cash flows. To a certain extent, foreign currency
exchange rate movements also affect our competitive position, as exchange rate
changes may affect business practices and/or pricing strategies of non-U.S.
based competitors. Our foreign currency risk policies entail entering into
foreign currency derivative instruments only to manage transaction risk, and not
for speculative investments.
We are also exposed to changes in interest rates primarily from our
revolving credit borrowings. In January 1999, we changed our current policies,
and commenced using interest rate derivative instruments to manage exposure to
interest rate changes. Accordingly, we do not anticipate significant interest
rate exposure in 1999.
Availability of Financing. We may need to raise additional funds
through public or private debt or equity offerings in order to make other
acquisitions and otherwise implement its strategy. We entered into a $500
million secured credit facility in conjunction with the completion of the
transaction with Olivetti. While we believe that the facility provides
sufficient capital availability for the foreseeable future there can be no
assurance that sufficient capital will be available on terms acceptable to us.
Anti-takeover Provisions. Our 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, 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. In addition, we have a shareholder rights plan which is
intended to deter coercive or unfair takeover tactics and to prevent a potential
acquirer from gaining control of us without offering a fair price to all of our
shareholders which could have the same effect as the provisions referred to
above.
Recent Accounting Pronouncements In June 1998, the Financial Accounting
Standards Board issued Statement No. 133, "Accounting for Derivative Instruments
and Hedging Activities". The
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Statement will require us to recognize all derivatives on the balance sheet at
fair value. We expect to adopt the new Statement effective January 1, 2000 and
have not yet determined its impact.
RECENT EVENTS
On May 4, 1999 Wang announced that it entered into an agreement with
Getronics NV of Amsterdam, the Netherlands, providing for the acquisition of all
the outstanding common stock of Wang for $29.25 per share in cash. The
transaction will be implemented through a tender offer. The Wang board voted to
recommend acceptance of the offer. The price represents a premium of 39% over
the average share price for the last 30 trading days. The total consideration is
approximately $2.0 billion. In accordance with the agreement, Getronics will
promptly commence a cash tender for any and all outstanding shares of Wang
common stock and other outstanding capital instruments on these terms. Any
shares of common stock and other capital instruments not acquired in the tender
offer will be acquired for cash in a subsequent merger on the same terms. The
tender will be made only pursuant to definitive offering documents to be filed
by Getronics with the Securities and Exchange Commission.
USE OF PROCEEDS
Wang Laboratories will not receive any proceeds from the sale of the
Shares covered by this Prospectus.
SELLING SHAREHOLDERS
In 1997, Wang Laboratories issued 50,000 shares of restricted common
stock to Jose Ofman. In 1998, Wang Laboratories issued 18,500 shares of
restricted common stock to Alberto Fresco. These shares were issued to the
Selling Shareholders in connection with their employment with Wang Laboratories.
In connection with the issuance of the Shares, Wang Laboratories agreed to
register the public resale of the Shares under the Securities Act of 1933. Of
the 50,000 shares issued to Mr. Ofman, 17,000 shares vested in March 1999 and
16,500 shares will vest in each of March 2000 and March 2001. Of the 18,500
shares issued to Mr. Fresco, 9,250 shares vested in February 1999 and the
remaining 9,250 will vest in September 1999.
Each of the Selling Shareholders is an officer of Wang Laboratories.
The following table sets forth the name and the number of shares of
common stock beneficially owned by each of the Selling Shareholders as of the
date of this Prospectus, the number of shares to be offered by the Selling
Shareholders and the number and percentage of shares to be owned beneficially by
the Selling Shareholders if all of the shares offered hereby by the Selling
Shareholders are sold as described herein.
<TABLE>
<CAPTION>
Number of Shares of
Common Stock Number of
Name of Selling Beneficially Owned Percent of Shares of Common
Shareholder Prior to Offering Outstanding Shares Stock Offered Hereby
<S> <C> <C> <C>
Jose Ofman 203,333 * 50,000
Alberto Fresco 18,500 * 18,500
</TABLE>
- ----------------
* Represents beneficial ownership of less than 1%.
PLAN OF DISTRIBUTION
The common stock covered by this Prospectus may be offered and sold
from time to time by the Selling Shareholders. The Selling Shareholders will act
independently of Wang Laboratories 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;
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(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 Shareholders 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
Shareholders 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 Shareholders 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 Shareholders in connection with the offering of certain of the shares by
the Selling Shareholders. The Selling Shareholders have indicated to Wang
Laboratories that they do not intend to sell the common stock offered hereby in
underwritten transactions.
Wang Laboratories has agreed to 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 Shareholders.
In offering the shares of common stock covered hereby, the Selling
Shareholders and any broker-dealers and any other participating broker-dealers
who execute sales for the Selling Shareholders may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933 in connection
with such sales, and any profits realized by the Selling Shareholders and the
compensation of such broker-dealer may be deemed to be underwriting discounts
and commissions.
Wang Laboratories has advised the Selling Shareholders 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 Securities and Exchange Act of
1934.
The public offering by the Selling Shareholders of the shares covered
hereby will terminate on the earlier of (1) March 31, 2002 and (2) the date on
which all shares offered hereby have been sold by the Selling Shareholders. The
Selling Shareholders have agreed to discontinue disposition of the common stock
covered hereby in certain circumstances, including upon receipt of notice from
Wang Laboratories that there exists material undisclosed information that Wang
Laboratories has a bona fide business purpose for keeping confidential.
LEGAL MATTERS
The validity of the shares of common stock offered by this Prospectus
will be passed upon for the Wang Laboratories by Albert A. Notini, General
Counsel of Wang Laboratories, Inc. Mr. Notini is an officer and shareholder of
Wang Laboratories.
EXPERTS
The consolidated financial statements and schedule of Wang
Laboratories, Inc. appearing in the Company's Annual Report on Form 10-K for the
period ended December 31, 1998 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 combined
consolidated financial statements of Olivetti Solutions (An Integrated Business
Unit of the Olivetti Group) incorporated in this Prospectus by reference to the
Proxy Statement dated April 21, 1999, have been so incorporated in reliance on
the report of Coopers & Lybrand S.p.A., independent accountants, given on the
authority of said firm as experts in auditing and accounting. As indicated in
their report, Coopers & Lybrand S.p.A.'s opinion, in so far as it relates to the
amounts included for companies which they did not audit, is based solely on the
reports of other auditors.
9
<PAGE> 12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various costs and expenses to be
incurred in connection with the sale and distribution of the securities being
registered hereby, all of which will be borne by Wang Laboratories. All amounts
shown are estimates except the Securities and Exchange Commission registration
fee.
<TABLE>
<CAPTION>
Nature of Expense Amount to be Paid
<S> <C>
SEC registration fee $ 552
Legal (including Blue Sky) and
accounting fees and expenses of the Company 2,000
Printing fees and expenses 1,000
Miscellaneous 500
_____
TOTAL $4,052
</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
4.3(2) Form of Stock Certificate for Common Stock
5.1 Opinion of Albert A. Notini, Esq.
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Coopers & Lybrand, SpA
23.3 Arthur Andersen Reviseurs d'Enterprises
23.4 Arthur Andersen
23.5 Arthur Andersen
23.6 Price Waterhouse AG
23.7 Price Waterhouse
23.8 PriceWaterhouseCoopers Inc.
23.9 Consent of Albert A. Notini, Esq. (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 Form 8-A filed on September 27,
1993 and incorporated herein by reference.
10
<PAGE> 13
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.
11
<PAGE> 14
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Billerica, Commonwealth of Massachusetts this 10th
day of May, 1999.
WANG LABORATORIES, INC.
By: /s/John P. Cunningham
----------------------------
John P. Cunningham
Executive Vice President and
Chief Financial Officer
SIGNATURES AND POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints John
P. Cunningham, Albert A. Notini and John A. Burgess, and each of them, his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each of them, for him and in his name, place and stead, and in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-3 of Wang Laboratories,
Inc. and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on this 10th day
of May, 1999 in the capacities indicated:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Joseph M. Tucci Chairman of the Board, President, May 10, 1999
- -------------------------------------------- Chief Executive Officer,
Joseph M. Tucci and Director
(Principal Executive Officer)
/s/John P. Cunningham Executive Vice President and May 10, 1999
- -------------------------------------------- Chief Financial Officer
John P. Cunningham (Principal Financial Officer)
/s/Paul F. Brauneis Vice President and Controller May 10, 1999
- -------------------------------------------- (Principal Accounting Officer)
Paul F. Brauneis
/s/ David A. Boucher Director May 10, 1999
- --------------------------------------------
David A. Boucher
/s/ Michael W. Brown Director May 10, 1999
- --------------------------------------------
Michael W. Brown
</TABLE>
12
<PAGE> 15
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
Director May __, 1999
- -----------------------
Roberto Colaninno
Director May __, 1999
- -----------------------
Sergio Erede
/s/ Marcia J. Hooper Director May 10, 1999
- -----------------------
Marcia J. Hooper
/s/ Joseph J. Kroger Director May 10, 1999
- -----------------------
Joseph J. Kroger
Director May __, 1999
- -----------------------
Raymond C. Kurzweil
Director May __, 1999
- -----------------------
Axel J. Leblois
/s/ Frederick A. Wang Director May 10, 1999
- -----------------------
Frederick A. Wang
/s/John P. White Director May 10, 1999
- -----------------------
John P. White
</TABLE>
13
<PAGE> 16
EXHIBIT INDEX
Exhibit
Number
2.1(1) Amended and Restated Reorganization Plan dated September 20, 1993
4.3(2) Form of Stock Certificate for Common Stock
5.1 Opinion of Albert A. Notini, Esq.
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Coopers & Lybrand, SpA
23.3 Arthur Andersen Reviseurs d'Enterprises
23.4 Arthur Andersen
23.5 Arthur Andersen
23.6 Price Waterhouse AG
23.7 Price Waterhouse
23.8 PriceWaterhouseCoopers Inc.
23.9 Consent of Albert A. Notini, Esq. (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 Form 8-A filed on September 27,
1993 and incorporated herein by reference.
14
<PAGE> 1
EXHIBIT 5.1
April 26, 1999
Wang Laboratories, Inc.
290 Concord Road
Billerica, MA 01821
Re: Registration Statement on Form S-3 (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-3 (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") 68,500 shares (the "Shares") of common stock, par value $0.01
per share (the "Common Stock"), of the Company to be issued to Jose Ofman and
Alberto Fresco as compensation.
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 Certificate of Incorporation and the By-Laws of
the Company, each as currently in effect, (iii) a specimen certificate
representing the Common Stock and (iv) 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 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
General Counsel
<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 68,500 shares of its common stock and to the
incorporation by reference therein 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
ERNST & YOUNG LLP
Boston, Massachusetts
April 30, 1999
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Wang Laboratories, Inc. on form S-3 for the registration of 68,500 shares of
common stock of our report dated February 24, 1998, except with respect to notes
29c and 29d, as to which the dates are April 7, 1998 and May 12, 1998,
respectively, on our audits of the combined consolidated financial statements of
Olivetti Solutions (An Integrated Business Unit of the Olivetti Group) as of
September 30, 1997 and December 31, 1996, and for the nine month and one year
periods, respectively then ended, which report appears in the Proxy Statement of
Wang Laboratories, Inc., dated April 21, 1999. We also consent to the reference
to us under the heading "Experts" in such registration statement.
/s/ Coopers & Lybrand S.p.A.
COOPERS & LYBRAND S.p.A.
Milan, Italy
May 4, 1999
<PAGE> 1
Exhibit 23.3
Consent of Independent Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in the registration statements of WANG Laboratories, Inc. and
subsidiaries on Form S-3 of our report dated February 24, 1998 on the audited
consolidated financial statements of Olsy Belgium and subsidiaries as of
September 30, 1997 and December 31, 1996, and for the nine months and year then
ended, respectively, which report appears in the Proxy Statement of WANG
Laboratories, Inc., dated April 21, 1999.
Arthur Anderson (Belgium)
Reviseurs d'Entreprises
/s/ Guy Wygaerts
Guy Wygaerts
May 4, 1999
<PAGE> 1
Exhibit 23.4
Consent of Independent Public Accountants
An independent public accountants, we hereby consent to the incorporated by
reference in the registration statements of WANG Laboratories, Inc. and
subsidiaries on Form S-3 of our report dated November 7, 1997 on the audited
financial statements of Olivetti Corporation of Japan as of September 30, 1997
and December 31, 1996, and for the nine months and year then ended,
respectively, which reports appear in the proxy statement of WANG Laboratories,
Inc., dated April 21, 1999.
/s/ Arthur Anderson
Tokyo, Japan
May 4, 1999
<PAGE> 1
Exhibit 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent accountants, we hereby consent to the incorporated by reference
in the registration statements of WANG Laboratories, Inc. and subsidiaries on
Form S-3 of our report dated February 23, 1998 on the audited financial
statements of Olivetti Espana, S.A. as of September 30, 1997 and December 31,
1996, and for the nine months and year then ended, respectively, whose reports
apperar in the Proxy Statement of WANG Laboratories, Inc. dated April 21, 1999.
ARTHUR ANDERSEN
/s/ Koro Usarraga
Koro Usarraga
Barcelona, Spain
May 4, 1999
<PAGE> 1
Exhibit 23.6
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Wang Laboratories, Inc. on form S-3 for the registration of 68,500 shares of
common stock of our report dated February 24, 1998, except with respect to note
11, as to which the date is May 12, 1998, on our audits of the combined
consolidated financial statements of Olsy Austria Information Systems GmbH,
Vienna, Austria as of September 30, 1997 and December 31, 1996, and for the nine
month and one year periods, respectively then ended, which report appears in the
Proxy Statement of Wang Laboratories, Inc., dated April 21, 1999. We also
consent to the reference to us under the heading "Experts" in such registration
statement.
PRICE WATERHOUSE AG
/s/ Johannes Mortl /s/ Friedrich Rodler
Vienna, Austria
May 3, 1999
<PAGE> 1
Exhibit 23.7
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Wang Laboratories, Inc. on form S-3 for the registration of 68,500 shares of
common stock of our report dated January 10, 1998 on our audit of the
consolidated financial statement of Olivetti (Hong Kong) Limited as of September
30, 1997 and December 31, 1996, and for the nine month and one year periods,
respectively then ended, which report appears in the Proxy Statement of Wang
Laboratories, Inc. dated April 21, 1999. We also consent to the reference to us
under the heading "Experts" in such registration statement.
/s/ Price Waterhouse
Price Waterhouse
Hong Kong
May 3, 1999
<PAGE> 1
Exhibit 23.8
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Wang Laboratories, Inc. on form S-3 for the registration of 68,500 shares of
common stock of our report dated December 24, 1997 on our audits of the
consolidated financial statement of Olsy Africa (Proprietary) Limited as of
September 30, 1997 and December 31, 1996, and for the nine month and one year
periods, respectively then ended, which report appears in the Proxy Statement of
Wang Laboratories, Inc., dated April 21, 1999. We also consent to the reference
to us under the heading "Experts" in such registration statement.
PricewaterhouseCoopers Inc.
Johannesburg, South Africa
May 3, 1999
