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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
( ) Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
(X) Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from July 1, 1998 to December 31, 1998
COMMISSION FILE NUMBER 1-5677
WANG LABORATORIES, INC.
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(Exact name of Registrant as specified in its charter)
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<S> <C>
DELAWARE 04-2192707
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
290 CONCORD ROAD, BILLERICA, MASSACHUSETTS 01821
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(Address of Principal Executive Offices) (Zip Code)
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Registrant's telephone number, including area code: (978) 625-5000
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
Common Stock Purchase Warrants
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [X] No [ ]
On February 26, 1999, the aggregate market value of voting stock held by
non-affiliates of the Registrant was $623,959,968 based on the closing price of
Common Stock on the Nasdaq National Market on February 26, 1999 and assuming a
market value of $50.00 per share for the Depositary Shares (each representing a
1/20 interest in a share of the 6 1/2% Cumulative Convertible Preferred Stock)
and assuming a market value of $1,000.00 per share for the 4 1/2% Series A
Cumulative Convertible Preferred Stock.
The number of shares outstanding of Common Stock outstanding as of February
26, 1999 was 46,648,258
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PART I
ITEM 1. BUSINESS
Wang Laboratories, Inc., a Delaware corporation (together with its
subsidiaries, "Wang Global" or the "Company"), provides information technology
("IT") services and solutions to enhance the ability of its customers to operate
efficiently and more cost effectively through common operating environments
("COEs"), common support environments ("CSEs"), 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. The Company provides these services and solutions to
customers on six continents and in major markets around the world. The Company's
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. The Company has approximately 20,300 employees in 45
countries of which approximately 15,500 have technical skills.
The Company is focused on supporting its customers' rapidly evolving
network-based IT operations around the world and around the clock, and
consequently, Wang Global is focused on providing customers with consistent
global offerings. The first, Networked Technology Services, helps customers
design and deploy an IT infrastructure which is more productive, efficient and
adaptable through the use of COEs, CSEs, management of the total cost of
ownership ("TCO") and control over their network. The second, Networked
Technology Solutions, draws on the power of advanced networks to connect
customers to the Internet. This enables them to reach their customers, vendors
and suppliers by utilization of web-based applications and an overall e-business
strategy. Finally, the Company continues to provide services to its VS
minicomputer customers by offering upgrade products and open system migration
products for client/server and Internet/based applications.
History of Alliances and Business Combinations; Growing the Business
Wang Global has expanded, and intends to continue to expand, its position
in the networked technology services and solutions market through alliances with
strategic partners as well as through acquisitions and internal development of
the skill sets, customers and assets required to deliver on its IT
infrastructure services and e-business web based solutions.
In August 1998, the Company completed the acquisition of the Parian
Development Group, Inc. ("Parian"), based in Chicago, Illinois offering custom
business solutions using leading edge tools and technologies. At the time of its
acquisition by Wang Global, Parian was a leading midwest regional Microsoft
Solution Provider and developer of Internet-based ordering and communications
systems. In December 1998, the Company through its Wang Government Services,
Inc. subsidiary completed the acquisition of J.G. Van Dyke & Associates, Inc.
("Van Dyke"), a network and security services company based in Bethesda,
Maryland. Van Dyke is recognized as a leading-edge network integrator with a
specialty in Defense Messaging System (DMS) and Information Security (INFOSEC).
In March 1998, the Company completed the purchase of Olsy, the wholly-owned
information technology solutions and service subsidiary of Ing. C. Olivetti &
Co. S.p.A. ("Olivetti"). At the time of acquisition, Olsy was a provider of IT
solutions and services Italy, Europe and in certain markets around the globe.
Olsy's primary geographical markets were Italy, U.K., Netherlands, France,
Belgium, North America and Japan. Olsy delivered solutions and services based on
open computing standards, distributed client server architectures and network
infrastructures to customers, principally in the banking, public authority,
utility and retail sectors. The solutions ranged from the development of the
initial computing environment to systems integration and included analysis,
design, validation, procurement and production through to delivery and roll out
of complete solutions. The services provided by Olsy included hardware, software
and network maintenance and support, on-site support of distributed desktop
computing environments and consultancy. The Company also acquired a 19.9%
interest in Olivetti Ricerca, the Italian consortium supplying research and
development services to both the IT and telecom sectors. In consideration for
Olsy, the Company paid Olivetti $68.6 million in cash; issued 8,750,000 shares
of Common Stock (of which 1,500,000 are to be delivered subject to approval by
the stockholders at the Company's 1999 Annual Meeting of Stockholders) with a
value of $197.2 million; issued 5,000,000 stock appreciation rights ("SARs")
which give Olivetti value for the increase in the market price of the Company's
Common Stock above $30.00 per share at any time from March 2001 to March 2005
and upon exercise by the holders can be satisfied in cash or common stock at the
Company's election; and agreed to pay an additional amount of up to $56.0
million payable in the year 2000, subject to meeting mutually-agreed performance
targets for the two year period ending December 31, 1999.
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In March 1998, the Company and Microsoft announced the expansion of their
strategic alliance. The Company has plans to extend its Microsoft-based services
capacity by training and certifying 2,500 professionals as Microsoft Certified
Solution Developers or Microsoft Certified Systems Engineers. In addition, the
Company plans to open two customer demonstration facilities which are Microsoft
Centers of Excellence, one in Billerica, Massachusetts and one in Milan, Italy.
As part of the Company's 1995 agreement with Microsoft, Microsoft purchased
$90.0 million face amount of 4-1/2% Series A Cumulative Convertible Preferred
Stock of Wang Global due in 2002 (the "4-1/2% Preferred Stock") for $84.0
million. The 1998 expansion adds to the worldwide multi-year technical, service
and marketing alliance the companies entered into in 1995 pursuant to which Wang
Global continues to be an authorized provider of end-user support services for
Microsoft products. As one of Microsoft's Authorized Support Centers, Wang
Global provides end-user support and training for Microsoft products. This
support includes on-site system and integration design and installation,
consulting, network integration, migration support, and end-user help desk
services. In addition to the Microsoft alliance, the Company has grown its
relationship with Cisco Systems, Inc. ("Cisco") and in May 1997, the Company
entered into a worldwide arrangement that expanded its relationship with Cisco.
As a global partner of Cisco, the Company will be able to supply and service
Cisco products to Wang Global customers in specified countries around the world.
In March 1997, the Company completed the sale of its software business unit
to Eastman Kodak Company ("Kodak") for $260 million in cash. The business sold
to Kodak included the Company's software business unit management, employees,
products, technology, customers and business partners, as well as its sales,
marketing and research and development organizations worldwide. The results of
operations of the Company's software business unit have been reported as
discontinued operations and the financial statements of the Company have been
restated accordingly.
In November 1996, the Company acquired Advanced Paradigms, Inc. ("API"), a
provider of enterprise-wide Microsoft specific LAN/WAN solutions including
network architecture and design installation. In August 1996, the Company
acquired I-NET, Inc. ("I-NET"), a vendor-independent provider of outsourced
client/server, network and desktop management services for the commercial and
federal sectors. These services included enterprise network integration and
operations, on-site and remote network management, help desk services, LAN/WAN
communications, document management services and IT outsourcing.
In May 1996, the Company acquired Dataserv Computer Maintenance, Inc.
("Dataserv"), a provider of computer maintenance and support services for
point-of-sale retail scanners and registers and popular industry-standard
servers and desktop products, as well as application help desk and network
integration services. Dataserv serviced companies in the banking and financial
services, retail and manufacturing industries. In October 1995, the Company
acquired BISS Limited ("BISS"), a United Kingdom company which specialized in
the design, implementation and support of network computing solutions. This
organization developed network infrastructure solutions, including local area
network ("LAN") and wide area network ("WAN") interconnection, client/server
architecture and network management systems. In January 1995, the Company
completed a transaction with Compagnie des Machines Bull and certain of its
affiliates (collectively, "Bull") in which the Company purchased Bull's U.S.
customer services business, U.S. federal systems subsidiary and its sales and
service subsidiaries in Canada, Mexico, Australia and New Zealand. The acquired
customer services business included multivendor products and the Bull GCOS
mainframe systems.
The Company is the successor to Wang Laboratories, Inc., a
Massachusetts corporation founded in 1955, which implemented a reorganization
plan under Chapter 11 of the U.S. Bankruptcy Code that was approved by the
bankruptcy court on September 20, 1993 (the "Reorganization Plan"). The
predecessor company had filed for reorganization in August 1992. The
Reorganization Plan was consummated on December 16, 1993, at which time the
reorganized company was reincorporated as a Delaware corporation. On May 12,
1998, the court issued an order (i) authorizing the final distribution of the
remaining shares to holders, and (ii) closing the Chapter 11 case. The Company
does business under the trade-name "Wang Global" and expects to change its legal
name to "Wang Global Corporation" upon approval of the Company's stockholders at
the Company's 1999 Annual Meeting.
INDUSTRY BACKGROUND
The IT market has changed rapidly since the early days of proprietary
mainframe and minicomputer systems, with the advent of the client-server "open"
architecture, web-enabled applications and Internet-based communications.
OPEN SYSTEMS; CLIENT/SERVER TECHNOLOGY; AND COES AND CSES. In the late
1980s and early 1990s, the computer and information technology industry shifted
from primarily proprietary and mainframe and minicomputer hardware systems and
software products to an emphasis on "open" systems and client/server networks.
Client/server architecture enabled an organization to realize both the
convenience of desktop systems and the power of shared processing. As users
exploit the benefits of open systems, many conclude that by linking multiple
personal computers (i.e., clients) and servers into client/server systems, they
could achieve the functionality of traditional minicomputers or mainframes at a
lower initial cost. Client/server applications combined the power and ease of
use of the
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client with the price/performance of the server. Although more flexible, the new
open client/server systems often mean that a disparate variety of hardware,
software and services are linked together in a complex structure which does not
have standard platforms or standard configurations. This variety of products,
interfaces and networks results in increased system faults, specialized support
requirements and increased maintenance and support costs.
Recently, customers have begun to try and streamline their complex IT
systems into Common Operating Environments and Common Support Environments,
which are designed around a technology blueprint with standard products based on
leading technologies having a limited number of configurations. The Company
believes that the redesign of IT systems around a common blueprint enables
customers to purchase cost-competitive "best-of-breed" hardware and software
groupings, to design the hardware and software with a limited number of
configurations and to have it installed in a consistent, quality manner. These
processes, combined with more cost effective brand of services, facilitate
management of TCO.
INTRODUCTION OF THE INTERNET, E-BUSINESS AND WEB-BASED APPLICATIONS. The
complexity of the network computing environment has been compounded by the
advent of and increasing demand for inexpensive "thin-client" applications
connected to servers across networks of all types, particularly the Internet,
and electronic business solutions as a method of monitoring a network's security
and efficiency. The Company believes that the concentration of component-based
applications at the server level and the use of the Internet will result in a
demand for high quality services to install and support this new class of
applications. In addition, increasing sales and other commercial activity
(electronic commerce) over Internet Protocol-based ("IP-based") networks will
increase the volume of network traffic and the sophistication of web-based
computing.
The financial services, retail and telecom industries are currently seeking
solutions for customer contact, electronic commerce, work management, smart card
and point of sale ("POS") applications in order to more effectively service
their customers. In the Company's judgment, solutions which focus on the
development, customization and deployment of innovative delivery solutions will
become increasingly important. The Company believes that the evolution of
business in the telecom, retail and banking industries as well as the public
sector requires an architectural vision which leverages advanced technologies
like Microsoft products and web-based applications that enable a provider to
deliver integrated solutions across all delivery channels sharing infrastructure
and application components. The creation, roll-out and support of these new
solutions requires an intimate understanding of the industry and the customer's
business and a dedication to high quality service.
The Company believes that the ongoing change from centralized systems to
client/server-based networks to IP-based computing as well as the increasing
demand for the design and implementation of industry solutions will create
challenges across all sectors of industry and government. The market drivers,
including financial services and telecommunication deregulation, the growth of
the Internet and electronic commerce and the growth of collaborative and remote
computing, are resulting in significant investments in information technology.
These investments in turn have increased the demand for network and desktop
services and integrated solutions which are the Company's core competencies.
BUSINESS STRATEGY
Wang Global's business strategy is to continue to build a global IT services and
solutions business by providing
-networked technology services and infrastructure-related services,
with an emphasis on planning, deploying, managing and maintaining
COEs and CSEs. These services include project services such as
network and desktop computing infrastructure design, staging,
procurement and installation of IT and communications equipment, and
systems migrations and upgrades. They also include managed services
such as help desk support and warranty support, equipment maintenance
and repair, remote and on-site monitoring and management of network
and desktop infrastructures, and software support.
-networked technology solutions for the financial services, retail,
telecommunications, computer, and oil and gas industries as well as
for clients in the government and public sectors. Solutions may be
both standardized and customizable, encompassing customer delivery
channels for financial services institutions and others, electronic
commerce and Internet-based commerce applications. Solution
components may include project services as noted above plus custom
application software design and support, and standardized,
interchangeable software, application templates and methodologies.
-continued support for current VS, GCOS and other traditional or
legacy customers, and upgrades and interoperability options for those
customers.
The Company is taking advantage of the opportunities created by recent
developments in the IT industry by focusing on particular
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areas in which it has the technological, professional and marketing expertise.
It does so to offer customer contact and other industry solutions and network
based services, for banking and other financial services institutions, insurance
companies, governments and their affiliates, public authorities and utilities,
and commercial enterprises in the retail, oil and gas, computer and
telecommunications sectors that will permit its customers and clients to
increase the performance and reliability of their computing networks. In
addition, the Company will continue to support its base of existing VS and GCOS
customers in maintaining and enhancing their systems or in transitioning their
systems to the open client/server model of computing.
PRINCIPAL PRODUCTS AND SERVICES
Wang Global provides information technology ("IT") services and solutions,
including network and desktop design, integration, security and management, help
desk, maintenance, resale and installation of IT and communications equipment,
infrastructure support for and integration of electronic commerce solutions,
warranty support, procurement, and customer contact solutions for financial
services institutions, insurance companies, governments and their affiliates,
public authorities and utilities, and commercial enterprises in the retail, oil
and gas, computer and telecommunications sectors.
Networked Technology Services. Wang Global has a "life cycle" approach to
service delivery designed to help customers address their total cost of
ownership through planning, deploying, managing and maintaining their network
computing infrastructure and providing solutions for complex, often
transnational, operations. Under the brand name "NetWorkPlace(TM)" the Company
has developed a suite of nineteen (19) managed and project services which help
customers manage their total cost of ownership through a common operating
environment based on leading technologies which is powerful, adaptable and able
to support next generation applications. This suite includes, among other
services, TCO assessment, network security assessment, network asset discovery,
Windows NT migration, enterprise messaging, help desk, asset management, network
management, remote desktop/systems management, multi-vendor support and disaster
recovery. The strategy of managing to a Common Operating Environment,
efficiently deploying a Common Support Environment and providing reliable
service delivery methods are all included in the NetWorkPlace(TM) offering. In
addition, the Company offers its Advanced Networks services in order to address
the challenge of data/voice/video convergence into the multi-service networks.
For telecommunications companies and large enterprise customers, the Company
offers, among other services, call center design and integration, Internet
infrastructure platforms and security and broadband network design and
integration. Wang Global partners with Cisco in the provision of a variety of
the telecommunications offerings.
In addition to its alliances with Microsoft and Cisco, Wang Global continues
to offer quality world-wide support assistance to prominent original equipment
manufacturers, including IBM, Dell, Hewlett Packard, Novell, Packard Bell, Bull
and Compaq. The Company continues to support and service point of sale retail
scanners and registers. As a multi-vendor service company, Wang Global offers
end user service and support for more than 3,500 third party products from more
than 350 manufacturers through its worldwide network of customer engineers,
telephone support centers and logistics operations.
The Company continues to earn revenue from the servicing, upgrading and
enhancement of its installed base of VS and GCOS systems as well as support for
certain Automated Teller Machines ("ATMs") and other self service terminals. The
Company's support for the VS line not only allows customers to continue to
benefit from their VS investments, but also facilitates their transition to open
systems and COEs. The Company has addressed the calendar year 2000 issue (the
inability of software to properly recognize dates after the year 1999) by
announcing products such as hardware platforms and operating systems software
releases together with inventory, assessment and remediation services, to enable
VS customers to continue their deployment of VS systems after the year 2000.
Wang Global maintains an electronic gateway between Microsoft's Exchange
communication server product and Wang Global's VS Office, the Company's
internally developed electronic mail system. This allows the large installed
base of VS Office to coexist with Microsoft Mail and Exchange. Wang Global
provides service and support on an exclusive basis to users of Bull GCOS
platforms in the United States (including the United States government), Canada,
Mexico and Australia. In addition, the Company sells and services ATMs, banking
Kiosks and other banking-related peripherals developed by its affiliates and
third parties including Olivetti. The Company supports a strategy of transition
from existing proprietary systems to client/server applications for VS and GCOS
customers by offering upgrade software, service and open system coexistence and
migration software. The Company expects that due to a general move toward
client-server solutions and COEs, the Company expects the revenues from
servicing and enhancing its installed base of VS systems and Bull GCOS
platforms, will continue to decline at a rate of 25% per year or more over the
next several years. From one period to the next, the decline rate could be
highly variable.
Networked Technology Solutions. Wang Global offers a complement of business
process solutions both in the financial sector and in the area of electronic
commerce. Under the brand name "Globalfs(TM)", the Company offers a web-based
application that delivers an integrated multi-channel customer contact solution
for financial institutions. It allows customers to migrate to new technology
platforms and utilize customized web-enables technologies to fully integrate
their own customer delivery channels. The multi-tier
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approach to building solutions is based on Microsoft's DNAfs(TM) architecture.
In addition, the Company offers a business-to-business electronic commerce suite
of application solutions that are web-based under the brand name "Netprise(TM)".
Netprise(TM) solutions connect customers and suppliers, primarily through three
high impact applications: direct selling, corporate purchasing and supply chain
management. Wang Global's solutions offerings are supported by Wang Global's
Networked Technology Services.
MARKETING
The Company sells its services and solutions predominantly through its
direct sales effort to both end-user customers, including governmental agencies,
as well as large original equipment manufacturers. The Company markets its
products and services in the United States through its nationwide sales and
customer service offices. At December 31, 1998, United States operations
included approximately 484 sales, sales support and sales administration
personnel and approximately 7,482 people in its service and support organization
(compared to approximately 480 and 6,830 respectively, at June 30, 1998).
The Company's products and services are marketed and serviced in Canada,
Europe, Latin America, Asia and the South Pacific regions through subsidiaries
that generally are wholly-owned. At December 31, 1998, these subsidiaries
employed approximately 1,007 sales, sales support and administrative personnel
and approximately 8,320 service personnel (compared to approximately 1,540 and
8,950, respectively, at June 30, 1998). The Company reaches customers directly
in over 45 countries and indirectly through independent distributors in
approximately 90 additional countries.
BACKLOG
A majority of the Company's revenues are derived from services and solutions
and products stocked for immediate delivery, meaning that a relatively small
number of product orders are unfulfilled at any time. In addition, customers
generally have the ability to change, reschedule or cancel orders prior to
shipment without penalty. Accordingly, the Company believes that backlog
information is neither necessarily indicative of future sales levels nor
material to an understanding of the Company's business.
SEASONALITY
The Company's services and solutions business experiences increased volume
in the fourth quarter of the calendar year due to the purchasing patterns of its
largest government and commercial customers. The nature of the pattern causes
the Company's revenue in the months between September and December to exceed the
average revenue for the other three quarters. The Company attempts to minimize
the effects of such seasonal revenue surges through other sales initiatives and
by implementing its service business model.
CUSTOMERS
The Company's customers include commercial customers, businesses,
institutions and public authorities of varying sizes around the world. The
Company's sales, marketing and professional services groups focus on customers
with network and desktop productivity needs in selected markets. The United
States government, together with its various agencies, is a significant customer
of the Company, and provided revenues to the Company of approximately $205
million in the six month period ended December 31, 1998 (the "Stub Period"),
$383 million in fiscal 1998, and $385 million in fiscal 1997, which represented
approximately 11%, 20%, and 30% of consolidated revenues, respectively, in each
of those periods. No other customer accounted for more than 10% of the Company's
consolidated revenues in any of those periods.
COMPETITION
Competition is vigorous in all parts of the worldwide market for network
computing services and solutions. The Company's competitors are numerous and
vary widely in size and resources. Some have substantially greater resources,
stronger reference accounts, larger research and engineering staffs and larger
marketing organizations than the Company. Competitors differ significantly
depending upon the market, customer and geographic area involved. In many of the
Company's markets, traditional computer hardware companies provide the most
significant competition. In other areas, systems integrators, consulting
organizations and telecommunications companies are significant competitors. The
Company competes primarily on the basis of service delivery quality, the ability
to offer a range of services and solutions at a competitive price, and the
geographic breadth and scope of its service and support organizations. The
Company competes in a variety of markets with a variety of service and solution
offerings. With respect to competitive factors such as service delivery quality,
range of services and solutions, geographic breadth and support organization,
the Company believes it generally fares favorably as compared to its
competitors. Wang believes that the Company's ability to compete on price alone
is more limited due to the fact that many of its competitors either have larger
organizations and the ability to more fully
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realize economies of scale or because such competitors are regional IT companies
that have lower overhead costs.
RESEARCH AND DEVELOPMENT
The Company has a research and development program that is primarily focused
on integration of service delivery technologies and Olsy's support of software
technology for the banking industry, continuing support of its VS customers and
specialized client-server products sold to the United States Government. The
Company's research and development expenses for the Stub Period were $5.4
million. In fiscal 1998, the Company spent $8.7 million on research and
development in support of its continuing operations. Approximately $3.7 million
was spent in fiscal 1997 in the same operations. These figures include direct
labor costs and some allowances for material and overhead expenses. The increase
in fiscal 1998 was due primarily to the acquisition of the Olsy operations.
PATENTS, TRADEMARKS AND LICENSES
The Company owns a number of patents and patent applications, both in the
United States and in various foreign countries. The Company has approximately
fifteen major U.S. patents, covering Single In-line Memory Modules, database
management, and the Internet. These patents will expire at various times during
the period 2003 through 2013. The size of the patent portfolio may vary over
time, either because certain patents may become abandoned if they no longer are
of significant value to the Company, or because new patents may be added if
research and development activities yield inventions of particular value, or
because patents may be sold pursuant to an ongoing sales program. In addition,
the Company receives license royalties from some of these patents and has
cross-licensed some of these patents to other companies, in return for receiving
usage rights under the other companies' patents and patent applications.
Certain software licensed from third parties is important to the internal
business operations and to certain services provided by the Company. Where
applicable, such software is typically licensed to other parties on reasonable
terms and conditions. The Company does not anticipate any difficulty in
maintaining its licenses on such terms. The Company believes it will continue to
maintain adequate software license rights for the conduct of its business. The
Company licenses certain other intellectual property from others for amounts
that are not material to the Company's business as a whole. In the event that
products, services or internal business operations of the Company may be covered
in whole or in part by intellectual property rights owned by others, the Company
may find it necessary or desirable to obtain one or more additional licenses.
The Company also owns certain copyrights, trademarks, trade secret and
other proprietary information used in the conduct of its business operations.
The Company has taken, and will continue to take, measures to enforce its
intellectual property rights when it deems such action appropriate. The results
of such enforcement measures and future awards or royalties, if any, related
thereto cannot be predicted with any certainty at this time, but, if successful,
one or more of these actions could result in a significant recovery for or other
relief granted the Company. In addition, as a result of the recent Olsy
acquisition, the Company is now conducting business in countries in which it has
not previously had a presence. Therefore, to the extent that the Company
introduces any of its traditional products or services into these countries,
patents and other forms of intellectual property protection may not be
available. Furthermore, to the extent that protection is available under the
intellectual property laws of those countries, the level of protection may not
be as extensive as that afforded by the intellectual property laws of the United
States. Also, the Company's activities in those countries may be subject to the
pre-existing intellectual property rights of third parties already present in
those countries.
MANUFACTURING
At December 31, 1998, the Company employed approximately 185 personnel in
its manufacturing and related distribution operations (compared to approximately
194 at June 30, 1998). The continuing decline in demand for the Company's
proprietary computer hardware products, the decision to discontinue the
manufacture of PCs, increased reliance on third-party manufacturing sources and
contract fabricators of subassemblies and components, and increasing reliance on
direct shipment by suppliers to the Company's customers have allowed the Company
to scale back its own manufacturing operations. However, this decline was offset
by the Company's acquisition of Olsy and the related increase in its
manufacturing operations related to ATMs, banking kiosks and other cash
dispensing equipment.
The Company is experiencing no substantial difficulties in obtaining
necessary components, subassemblies and products, although delays have been
experienced from time to time due to temporary shortages of certain components.
Except in the case of some banking peripherals, the Company maintains multiple
sources of supply for most items. In the case of certain proprietary ATMs, cash
dispenser units and other component parts for banking peripherals, the Company
relies on a single source supplier. In either case, the
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Company believes that alternative sources which are not cost prohibitive could
be developed for most existing single sources of supply, if required.
ENVIRONMENTAL COMPLIANCE
The Company does not believe that compliance with federal, state and local
laws and regulations that have been enacted or adopted regarding the discharge
of materials into the environment, or otherwise relating to the protection of
the environment, will have a material effect on the capital expenditures,
earnings or competitive position of the Company.
EMPLOYEES
At December 31, 1998, the Company employed approximately 20,300 people in
its worldwide operations, compared to approximately 21,000 at June 30, 1998. The
Company has not experienced any sustained, material strikes or work stoppages
and considers its relations with its employees to be good.
ITEM 2. PROPERTIES
At December 31, 1998, the Company owned and leased a total of 7.8 million
square feet of building space around the world, approximately 1 million square
feet of which is leased out. In the U.S. the Company utilizes 1.8 million square
feet of which approximately .8 million is used for administration, customer
services and training, .6 million is used for field sales and service offices
including regional administration and training operations and .4 million is used
for distribution warehousing, manufacturing and associated administrative
operations. Internationally, the Company owns and leases approximately 5.6
million square feet of which approximately 3.3 million is used for subsidiaries'
administrative sales and service operations and approximately .8 million is used
for distribution warehousing, manufacturing and associated administrative
operations.
The Company has excess space in certain operations. Such excess space will
continue to be vacated as a result of ongoing restructuring actions. Amounts
realized from dispositions of excess facilities and space have been, in general,
less than sufficient to retire the Company's obligations with respect to such
space. The Company anticipates that this experience will continue in general and
will provide restructuring reserves as such space is identified.
The Company completed construction of its new 150,000 square foot corporate
headquarters in Billerica, Massachusetts in the fall of 1998.
ITEM 3. LEGAL PROCEEDINGS
The Chapter 11 proceedings were initiated by the predecessor corporation
on August 18, 1992, and on September 30, 1993 a formal confirmation order with
respect to the Company's Reorganization Plan became effective. On December 16,
1993, the Company was reincorporated as a Delaware corporation. The new
corporation issued 30,000,000 shares of the new Common Stock to a Disbursing
Agent (American Stock Transfer & Trust Company) for distribution to holders of
allowed general unsecured claims in the Chapter 11 case. All shares of capital
stock (Class B and Class C Common Stock) of the predecessor Massachusetts
corporation were cancelled. Under the Reorganization Plan, 7,500,000 warrants,
each to purchase one share of new Common Stock at $21.45 per share, are
available to be issued to the record stockholders of the former Massachusetts
corporation and the holders of certain securities claims. The warrant
distribution began in March 1995 and to date 7,197,980 warrants have been
issued. Holders of stock in the predecessor corporation had until December 16,
1998, to redeem such stock for warrants. On May 12, 1998, the Court issued an
order (1) authorizing the final distribution of substantially all of the
remaining shares to holders; and (2) closing the Chapter 11 case. The final
distribution of the shares has been completed.
The Company is also a defendant in a number of other routine lawsuits
incidental to the conduct of its business. Although it is impossible to predict
the results of specific matters, the Company believes that its aggregate
liability, if any, for all litigation, in excess of insurance coverage and
financial statement provisions, will not be material to the Company's
consolidated financial position or its results of operations.
7
<PAGE> 9
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The issuance of the Wang Common Stock to Olivetti was exempt from
registration pursuant to Section 4 (2) of the Securities Act since it is a
transaction by an issuer not involving any public offering. No matters were
submitted to a vote of the Company's security-holders during the three-months
ended December 31, 1998. In March 1998, in completing the purchase of Olsy,
Olivetti's wholly owned information technology solutions and service subsidiary,
the Company issued 7,250,000 shares of Wang Common Stock to Olivetti. The
Company also agreed to deliver an additional 1,500,000 shares of Wang Common
Stock subject to the approval of the Company's stockholders. The 8,750,000
shares of Wang Common Stock together with a cash payment and 5,000,000 Stock
Appreciation Rights constituted the consideration paid by Wang in its purchase
of Olsy.
The following table sets forth the names, ages as of March 15, 1999, and
positions of all executive officers of the Company:
<TABLE>
<CAPTION>
OFFICER
NAME POSITION(S) AGE SINCE
---- ----------- --- -------
<S> <C> <C> <C>
Joseph M. Tucci Chairman of the Board, 51 1990
President and Chief Executive Officer
Paul F. Brauneis Vice President and Controller 54 1997
Richard L. Buckingham Vice President and Treasurer 53 1990
Franklyn A. Caine Executive Vice President 49 1994
and Chief Financial Officer
Donald P. Casey Chief Technology Officer 53 1991
Lucy A. Flynn Senior Vice President 45 1996
Corporate/Marketing Communications
David I. Goulden President, US Operations and 39 1994
Senior Vice President,
Marketing and Business Development
James J. Hogan President, Wang Government Services 56 1990
And Senior Vice President
Albert A. Notini Executive Vice President, Corporate 42 1994
Development and Administration,
General Counsel and Secretary
Jose Ofman President and Chief Operating 55 1997
Officer, Americas International
Jeremiah J.J. van Vuuren President and Chief Operating 55 1993
Officer, International
</TABLE>
Mr. Tucci joined the Company in August 1990 as Executive Vice President,
Operations, was elected President and Chief Executive Officer in January 1993,
and Chairman of the Board and was reaffirmed as President in 1998.
Mr. Brauneis joined the Company in August 1997 as Vice President and Controller.
He had served from 1995 to 1997 as Vice President and Corporate Controller of
BBN Corporation, an internet services and network management company. From 1993
to 1995 he was Vice President and Chief Financial Officer at Softkey
International, a consumer software products company. Prior to that he spent 12
years at M/A Com, Inc., an electronic equipment manufacturer, most recently as
Vice President, Finance.
Mr. Buckingham joined the Company as Vice President and Treasurer in 1990. From
1988 to 1990, he served as Vice President-Treasurer of Prime Computer, Inc., a
computer company.
Mr. Caine joined the Company as Executive Vice President and Chief Financial
Officer in August 1994. Prior to joining the Company, Mr. Caine was employed by
United Technologies Corporation, a diversified manufacturing company, serving as
Senior Vice President, Planning and Corporate Development, from 1993 to July
1994, as Senior Vice President and Controller from 1991 to 1993, as Senior Vice
President, Human Resources, from 1989 to 1991 and as Vice President and
Treasurer from 1987 to 1989.
Mr. Casey joined the Company as Executive Vice President and Chief Development
Officer in September 1991, and was elected
8
<PAGE> 10
President and Chief Technology Officer in January 1993. He served as President
of the Software Business until December 1995 and since then as Chief Technology
Officer. Mr. Casey resigned from his position as Chief Technology Officer on
February 12, 1999. He had served as Vice President, Networking and
Communications at Apple Computer Inc., a personal computer company, from 1988 to
1990, and as Vice President, Spreadsheet Division at Lotus Development
Corporation, a software company, from 1990 to 1991.
Ms. Flynn joined the Company in June 1996 as Senior Vice President,
Corporate/Marketing Communications. From 1992 through 1996, she served as Senior
Vice President and Director of Corporate Affairs at Shawmut National
Corporation. Previously she served as Vice President of Public Affairs at
Shawmut Bank N.A. from 1989 to 1992.
Mr. Goulden joined the Company in 1990 as Director of Marketing Strategies. From
1991 to 1992 he served as Vice President, Marketing and Development and from
1992 to 1993 he served as Vice President, Marketing. Mr. Goulden served the
Company as Vice President, Marketing and Business Development from 1993 to June
1994, as Senior Vice President, Business Development from June 1994 to December
1995 and as Senior Vice President, Software Products Division from December 1995
until March 1997. Since March 1997, he has held the position of Senior Vice
President, Marketing and Business Development and in February 1999 he was
appointed President, U.S. Operations. He previously served as Director of
Corporate Strategy and Business Development from 1989 to 1990 at Unisys
Corporation, a computer manufacturer.
Mr. Hogan joined the Company as Senior Vice President, Personal Computer Systems
in October 1990, and became Senior Vice President Human Resources and Operations
Support in June 1993. From July 1994 to March 1995 he served as President,
Federal Systems Division Business and from March 1995 to December 1996 as Senior
Vice President of the Company at which time he was also elected as President of
Wang Government Services, Inc. He had served as Vice President-Audio and
Communications Division, Americas for Thomson Consumer Electronics when that
company acquired General Electric's consumer electronics business in 1988.
Previously he served as Product General Manger of Audio/Video Systems for
General Electric's consumer electronics business from 1985 through 1987.
Mr. Notini joined the Company in February 1994 as Senior Vice President, General
Counsel and Secretary and became Executive Vice President, Corporate Development
and Administration in March 1999. Mr. Notini is also responsible for all of the
Company's, acquisitions and divestitures, legal, human resources, real estate
and intellectual property matters. Previously, he had served as a Senior Partner
from 1992 to 1994 and a Junior Partner from 1989 to 1992 at the Boston law firm
of Hale and Dorr, LLP, which he joined in 1984.
Mr. Ofman Joined the Company in March, 1997 as President and Chief Operating
Officer, Americas. Prior to that, he held several senior positions at Electronic
Data Systems Co., an information technology services company, the most recent of
which was Corporate Vice President and Group Executive.
Mr. van Vuuren joined the Company in September 1993 as General Manager, Europe,
Africa and the Middle East and Senior Vice President of the Company. He served
as President of the Company's International Business from July 1994 until March
1997 and has been President and Chief Operating Officer, International since
that time. Previously, he served as Vice President of marketing operations for
Europe, Africa and the Middle East from 1986 to 1989 for Unisys Corporation, a
computer manufacturer, and was appointed Vice President and Group Manager Europe
in 1990.
9
<PAGE> 11
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Common Stock is quoted on the Nasdaq National Market under the symbol
"WANG."
The following table sets forth, for the periods indicated, the high and low
sales prices per share of the Common Stock as reported on the Nasdaq National
Market during fiscal years 1997 and 1998 and the Stub Period.
<TABLE>
<CAPTION>
QUARTER ENDED HIGH LOW
- ------------- ---- ---
<S> <C> <C>
September 30, 1996 $20 1/8 $15 3/8
December 31, 1996 $24 1/16 $18 7/8
March 31, 1997 $23 3/4 $17 1/4
June 30, 1997 $21 1/2 $16
September 30, 1997 $23 1/8 $19
December 31, 1997 $24 13/16 $19 1/8
March 31, 1998 $31 5/8 $21 3/8
June 30, 1998 $31 5/8 $21
September 30, 1998 $26 2/16 $17 3/4
December 31, 1998 $28 1/4 $14 2/16
</TABLE>
The number of stockholders of record on March 1, 1999 was approximately
11,700.
The Company has paid no cash dividends on the Common Stock since its
original issuance in December 1993. Its predecessor Massachusetts corporation
had not paid any dividends on its capital stock for several years. The Company
currently intends to retain any earnings for future growth, and, therefore, does
not anticipate paying any cash dividends on the Common Stock in the foreseeable
future. Moreover, the Company's $500,000,000 credit facility with Bankers Trust
Company and certain other financial institutions prohibits the payment of cash
dividends other than regularly scheduled dividends to the holders of the
Company's 6-1/2% Preferred Stock and 4-1/2% Preferred Stock.
In March 1998, in completing the purchase of Olsy, Olivetti's wholly owned
information technology solutions and service subsidiary, the Company issued
7,250,000 shares of Wang Common Stock to Olivetti. The Company also agreed to
deliver an additional 1,500,000 shares of Wang Common Stock subject to the
approval of the Company's stockholders. The 8,750,000 shares of Wang Common
Stock together with a cash payment and 5,000,000 Stock Appreciation Rights
constituted the consideration paid by Wang in its purchase of Olsy.
The issuance of the Wang Common Stock was exempt from registration pursuant
to Section 4(2) of the Securities Act since it is a transaction by an issuer not
involving any public offering.
ITEM 6. SELECTED FINANCIAL DATA
See EXHIBIT A to be filed as an amendment to this annual report on Form
10-K.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
See EXHIBIT B to be filed as an amendment to this annual report on Form
10-K.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
10
<PAGE> 12
See EXHIBIT B to be filed as an amendment to this annual report on Form
10-K.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See EXHIBIT C to be filed as an amendment to this annual report on Form
10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The response to this item is contained in part under the caption "Executive
Officers of the Company" in Part I of this Annual Report on Form 10-K, and in
part in the Company's Proxy Statement to be filed for the Annual Meeting of
Stockholders to be held on May 26, 1999 (the "1999 Proxy Statement") in the
sections "Election of Directors - Directors of the Company," and "Section 16(a)
Beneficial Ownership Reporting Compliance," which sections are incorporated
herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The response to this item is contained in the 1999 Proxy Statement to be
filed in the sections "Election of Directors - Compensation of Directors,"
"-Compensation Committee Interlocks and Insider Participation," "Executive
Compensation," and "- Employment Contracts and Change-in-Control Arrangements,"
which sections are incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The response to this item is contained in the 1999 Proxy Statement to be
filed in the section "Beneficial Ownership of Voting Stock," which section is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The response to this item is contained in the 1999 Proxy Statement to be
filed in the section "Election of Directors - Certain Transactions," which
section is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Index to Consolidated Financial Statements.
1. The following documents will be filed as Exhibit C to be filed as
an amendment to this annual report on Form 10-K.
Financial Statements:
Consolidated Statements of Operations for the six months ended
December 31, 1998 and fiscal years ended June 30, 1998 and 1997.
Consolidated Balance Sheets as of December 31, 1998 and June 30,
1998.
Consolidated Statements of Cash Flows for the six months ended
December 31, 1998 and the fiscal years ended June 30, 1998, and 1997.
Consolidated Statements of Stockholders' Equity for the six months
ended December 31, 1998 and the fiscal years ended June 30, 1998 and 1997.
11
<PAGE> 13
Notes to Consolidated Financial Statements.
2. The following documents will be filed as Exhibit D to be filed as
an amendment to this annual report on Form 10-K.
Financial Statement Schedule:
Schedule II- Valuation and Qualifying Accounts
3. The list of Exhibits filed as a part of this Annual Report on Form
10-K is set forth in the Exhibit Index immediately preceding such
Exhibits, and is incorporated herein by reference.
(b) During the quarter ended December 31, 1998, the Registrant did not
file any Form 8-Ks.
12
<PAGE> 14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
WANG LABORATORIES, INC.
BY: /s/ Franklyn A. Caine
----------------------------
Franklyn A. Caine
Executive Vice President and
Chief Financial Officer
March 31, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
[S] [C] [C]
/s/ Joseph M. Tucci Chairman of the Board, President March 31, 1999
- ----------------------- Chief Executive Officer and Director
Joseph M. Tucci (Principal Executive Officer)
/s/ Franklyn A. Caine Executive Vice President and March 31, 1999
- ----------------------- Chief Financial Officer
Franklyn A. Caine (Principal Financial Officer)
/s/ Paul F. Brauneis Vice President and Controller March 31, 1999
- ----------------------- (Principal Accounting Officer)
Paul F. Brauneis
/s/ David A. Boucher Director March 31, 1999
- -----------------------
David A. Boucher
/s/ Michael W. Brown Director March 31, 1999
- -----------------------
Michael W. Brown
/s/ Roberto Colaninno Director March 31, 1999
- -----------------------
Roberto Colaninno
/s/ Sergio Erede Director March 31, 1999
- -----------------------
Sergio Erede
/s/ Marcia A. Hooper Director March 31, 1999
- -----------------------
Marcia J. Hooper
/s/ Joseph J. Kroger Director March 31, 1999
- -----------------------
Joseph J. Kroger
/s/ Raymond C. Kurzweil Director March 31, 1999
- -----------------------
Raymond C. Kurzweil
/s/ Axel J. Leblois Director March 31, 1999
- -----------------------
Axel J. Leblois
13
<PAGE> 15
/s/ Frederick A. Wang Director March 31, 1999
- -----------------------
Frederick A. Wang
/s/ John P. White Director March 31, 1999
- -----------------------
John P. White
14
<PAGE> 16
(a) The following exhibits are included herein:
Exhibit No. Description
- ----------- -----------
2.1(1) The Amended and Restated Reorganization Plan of Wang Laboratories,
Inc. and Official Committee of Unsecured Creditors dated September
30, 1993
3.1(2) Certificate of Incorporation
3.2(8) Certificate of Incorporation, as Amended
3.3(10) Certificate of Stock Designation with respect to the 4 1/2% Series
A Cumulative Convertible Preferred Stock
3.4(14) Certificate of Elimination of the Registrant's 11% Exchangeable
Preferred Stock
3.5(14) Certificate of Stock Designation with respect to the 6 1/2% Series
B Cumulative Convertible Preferred Stock
3.6(25) Certificate of Stock Designation with respect to the Series C
Junior Participating Preferred Stock
3.7(13) By-Laws of the Registrant
4.1 Rights Agreement
10.1(3) 1993 Directors' Stock Option Plan
10.2(4) Form of Contingent Severance Compensation Agreements with Donald
P. Casey, J.J. Van Vuuren, Albert A. Notini, David I. Goulden, and
James J. Hogan, each an executive officer of the Company
10.3(5) Contingent Severance Compensation Agreement with Joseph M. Tucci
10.4(6) Employment Agreement with James J. Hogan
10.5(5) Employee Retention Agreement with James J. Hogan
10.6(7) Stock Incentive Plan, as Amended
10.7(8) Contingent Severance Compensation, as Amended with Franklyn A.
Caine (Employment Agreement)
10.8(8) Employees' Stock Incentive Plan
10.9(8) 1995 Director Stock Option Plan
10.10(9) Employment Agreement with Donald P. Casey, as Amended
10.11(10) Form of Amendment to Contingent Severance Compensation Agreements
with Joseph M. Tucci, Donald P. Casey, Albert A. Notini, David I.
Goulden, James J. Hogan, and Franklyn A. Caine, each an executive
officer of the Company
10.12(11) 1994 Employees' Stock Incentive Plan, as Amended
10.13(11) Form of Amendment to Employment Letter Agreement for David I.
Goulden, Albert A. Notini and Franklyn A. Caine
15
<PAGE> 17
Exhibit No. Description
- ----------- -----------
10.14(12) Form of Non-Qualified Long Term Incentive Option to Purchase
Shares of Common Stock for Messrs. Tucci, Caine, Casey, Goulden,
Hogan, Notini, and Van Vuuren
10.15(12) Registration Rights Agreement 6 1/2% Cumulative Convertible
Preferred Stock
10.16(14) Employment Agreement of Lucy A. Flynn
10.17(15) 1995 Employees' Stock Purchase Plan, as Amended
10.18(15) Employees' Stock Incentive Plan, as Amended
10.19(1) 1995 Director Stock Option Plan, as Amended
10.20(16) Asset Purchase Agreement, as amended, with respect to the
Registrant's sale of its software business unit to Eastman Kodak
Company
10.21(17) Amended and Restated Employment Agreement of Joseph M. Tucci
10.22(17) Restricted Stock Agreement of Joseph M. Tucci
10.23(17) Non-Qualified Long Term Incentive Stock Option Agreement of Joseph
M. Tucci
10.24(17) Second Amendment to the Change in Control Severance Agreement of
Joseph M. Tucci
10.25(17) Form of Non-Qualified Long Term Incentive Stock Option Agreement
with Messrs. Caine, Goulden and Notini, each an executive officer
of the Registrant
10.26(17) Form of Restricted Stock Agreement with Messrs. Caine, Goulden and
Notini, each an executive officer of the Registrant
10.27(17) Letter Agreement of Employment of Jose Ofman
10.28(17) Amendment Number 1 to Letter Agreement of Employment of Jose Ofman
10.29(17) Non-Qualified Long Term Stock Option Agreement with Jeremiah J. J.
Van Vuuren
10.30(17) Letter Agreement for Special Bonus of Franklyn A. Caine
10.31(17) Change in Control Severance Agreement, as amended of Franklyn A.
Caine
10.32(17) Letter Agreement for Special Bonus of Albert A. Notini
10.33(17) Change in Control Severance Agreement, as amended of Albert A.
Notini
10.34(17) Letter Agreement for Special Bonus of David I. Goulden
10.35(17) Change in Control Severance Agreement, as amended of David I.
Goulden
10.36(17) Amendment Number 1 to the 1993 Directors' Stock Option Plan
10.37(17) Amendment Number 2 to the Stock Incentive Plan
16
<PAGE> 18
Exhibit No. Description
- ----------- -----------
10.38(17) Amendment Number 3 to the Employees' Stock Incentive Plan
10.39(18) Restricted Stock Agreement of Jeremiah J. J. Van Vuuren with
Registrant
10.40(18) Employment Agreement of Jeremiah J. J. Van Vuuren with Wang
Laboratories Ireland B.V.
10.41(18) Employment Agreement of Jeremiah J. J. Van Vuuren
10.42(18) Change in Control Severance Agreement, as amended of Jeremiah J.
J. Van Vuuren
10.43(19) Form of Change in Control Severance Agreement with Messrs.
Buckingham and Brauneis
10.44(20) Amendment No. 4 to the 1995 Employee Stock Incentive Plan
10.45(20) Amendment No. 5 to the 1995 Employee Stock Incentive Plan
10.46(20) Amendment No. 2 to the 1995 Director Stock Option Plan
10.47(20) Amendment No. 2 to the 1995 Employee Stock Purchase Plan
10.48(20) Short Term Incentive Plan
10.49(21) Stock Purchase Agreement and Wang Laboratories, Inc. and Wang
Nederlands B.V., Ing. C. Olivetti SpA and certain subsidiaries
10.50(21) Credit Agreement among Wang Laboratories, Inc., various subsidiary
borrowers and Bankers Trust Company and various financial
institutions
10.51(22) Olsy Employees Stock Incentive Plan
10.52(23) Rights Agreement, dated April 22, 1998, between Wang Laboratories,
Inc. and American Stock Transfer & Trust Company, as Rights Agent,
including all exhibits thereto
10.53(24) Amendment to Employment Agreement with Franklyn A. Caine
10.54(24) Amendment to Employment Agreement with Donald P. Casey
10.55(24) Amendment to Employment Agreement with Lucy A. Flynn
10.56(24) Amendment to Employment Agreement with David I. Goulden
10.57(24) Amendment to Employment Agreement with James J. Hogan
10.58(24) Amendment to Employment Agreement with Albert A. Notini
10.59(24) Amendment to Employment Agreement with Jose Ofman
10.60(24) Amendment to Employment Agreement with Jerimiah J.J. van Vuuren
with Wang Laboratories Ireland B.V.
10.61(24) Amendment to Employment Agreement with Jerimiah J.J. van Vuuren
with Wang Laboratories, Inc.
10.62(24) Amendment to Change of Control Severance Agreement with Franklyn
A. Caine
17
<PAGE> 19
Exhibit No. Description
- ----------- -----------
10.63(24) Amendment to Change of Control Severance Agreement with Donald P.
Casey
10.64(24) Amendment to Change of Control Severance Agreement with Lucy A.
Flynn
10.65(24) Amendment to Change of Control Severance Agreement with David I.
Goulden
10.66(24) Amendment to Change of Control Severance Agreement with James J.
Hogan
10.67(24) Amendment to Change of Control Severance Agreement with Albert A.
Notini
10.68(24) Amendment to Change of Control Severance Agreement with Jose Ofman
10.69(24) Amendment to Change of Control Severance Agreement with Jeremiah
J.J. van Vuuren
10.70 Amendment to Employment Agreement with Jose Ofman
10.71 Amendment to Rights Agreement
12.1 Calculation of Ratio of Earnings to Fixed Charges
21.1 Subsidiaries of Registrant
23.1 Consent of Ernst & Young LLP
27.1 Financial Data Schedule
(1) Filed as an Exhibit to the Registrant's Registration Statement on Form 8-A
(File No. 0-22470), filed on September 27, 1993.
(2) Filed as an Exhibit to the Registrant's Registration Statement on Form S-8
(File No. 33-73210), filed on December 21, 1993.
(3) Filed as an Exhibit to the Registrant's quarterly report on Form 10-Q for
the quarter ended December 31, 1993.
(4) Filed as an Exhibit to the Registrant's quarterly report on Form 10-Q for
the quarter ended March 31, 1994.
(5) Filed as an Exhibit to the Registrant's Registration Statement on Form S-1,
as amended (File No. 33-81526) filed September 13, 1994.
(6) Filed as an Exhibit to the Registrant's annual report on Form 10-K for the
fiscal year ended June 30, 1994.
(7) Filed as an Exhibit to the Registrant's quarterly report on Form 10-Q for
the quarter ended September 30, 1994.
(8) Filed as an Exhibit to the Registrant's quarterly report on Form 10-Q for
the quarter ended December 31, 1994.
(9) Filed as an Exhibit to the Registrant's annual report on Form 10-K for the
fiscal year ending June 30, 1995.
(10) Filed as an Exhibit to the Registrant's report on Form 10-Q/A for the
quarter ended September 30, 1995.
(11) Filed as an Exhibit to the Registrant's quarterly report on Form 10-Q for
the quarter ended December 31, 1995.
(12) Filed as an Exhibit to the Registrant's quarterly report on Form 10-Q for
the quarter ended March 31, 1996.
(13) Filed as an Exhibit to the Registrant's Current Report on Form 8-K dated
May 3, 1996.
(14) Filed as an Exhibit to the Registrant's annual report on Form 10-K for the
fiscal year ended June 30, 1996.
18
<PAGE> 20
(15) Filed as an Exhibit to the Registrant's quarterly report on Form 10-Q for
the quarter ended December 31, 1996.
(16) Filed as an Exhibit to the Registrant's Current Report on Form 8-K dated
March 17, 1997.
(17) Filed as an Exhibit to the Registrant's quarterly report a Form 10-Q for
the quarter ended March 31, 1997.
(18) Filed as an Exhibit to the Registrant's annual report on Form 10-K for the
fiscal year ended June 30, 1997.
(19) Filed as an Exhibit to the Registrant's quarterly report on Form 10-Q for
the quarter ended September 30, 1997.
(20) Filed as an Exhibit to the Registrant's quarterly report on Form 10-Q for
the quarter ended December 31, 1997.
(21) Filed as an Exhibit to the Registrant's Current Report on Form 8-k dated
March 17, 1998.
(22) Filed as an Exhibit to the Registrant's quarterly report on Form 10-Q for
the quarter ended March 31, 1998.
(23) Filed as an Exhibit to the Registrant's Registration Statement on Form 8-A
dated May 15, 1998.
(24) Filed as an Exhibit to the Registrant's quarterly report on Form 10-Q for
the quarter ended September 30, 1998.
(25) To be filed as part of an amendment to this annual report on Form 10-K for
the six months ended December 31, 1998.
19
<PAGE> 1
Exhibit 10.70
March 30, 1999
Mr. Jose Ofman
72 Beacon Street #2
Boston, MA 02108
Dear Jose,
Reference is made to that certain employment letter agreement between you
and Wang Laboratories, Inc. ("Wang") dated March 6, 1997, as amended October 1,
1998, (the "Employment Letter"). In order to correct a typographical, you and
Wang have now agreed to amend the Employment Letter as follows:
1. Subsection (ii) of the first sentence of Paragraph 4 of the Employment
Letter is hereby deleted and restated as follows:
"(ii) commencing one month after termination or resignation and ending
eighteen (18) months thereafter, eighteen (18) monthly payments. Each
monthly payment shall be equal to one twelfth of your annual salary
plus target bonus at 100% performance at the time of your
termination,"
The Employment Letter is hereby ratified and confirmed, except as
expressly modified herein.
Thank you.
WANG LABORATORIES, INC.
/s/ Albert A. Notini
----------------------------
Albert A. Notini
Executive Vice President
/s/ Jose Ofman
- --------------------
Jose Ofman
<PAGE> 1
Exhibit 10.71
AMENDMENT TO RIGHTS AGREEMENT
This AMENDMENT (the "Amendment") is being entered into as of
January 20, 1999 between Wang Laboratories, Inc., a Delaware corporation (the
"Company"), and American Stock Transfer and Trust Company, as rights agent (the
"Rights Agent").
The Company and the Rights Agent are parties to a Rights Agreement dated
as of April 22, 1998 (the "Rights Agreement"). Pursuant to Section 27 of the
Rights Agreement, the Company and the Rights Agent may, prior to the
Distribution Date (as defined therein), amend any provision of the Rights
Agreement without the approval of any holders of certificates representing the
common stock of the Company. The Company now desires to amend the Rights
Agreement as set forth in this Amendment.
NOW THEREFORE, in consideration of the premises and the mutual agreement
herein set forth, the parties hereby agree as follows:
1. DELETION OF SECTION 23(c). Section 23(c) of the Rights Agreement is
hereby deleted in its entirety.
2. EFFECTIVENESS. This Amendment shall be deemed effective as of the date
first written above, as if executed on such date. Except as amended hereby, the
Rights Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
3. MISCELLANEOUS. This Amendment shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall governed by
and construed in accordance with the laws of the State of Delaware applicable to
contracts to be made and performed entirely within the State of Delaware without
giving effect to the principles of conflict of laws thereof. This Amendment may
be executed in any number of counterparts, each of such counterparts shall for
all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument. If any provision, covenant
or restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, illegal or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment
<PAGE> 2
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated.
EXECUTED under the seal as of the date first set forth above.
Attest: WANG LABORATORIES, INC.
/s/ Alan R. Cormier By: /s/ Franklyn A. Caine
- ------------------------- --------------------------
Name: Franklyn A. Caine
Title: Chief Financial Officer
Attest: AMERICAN STOCK TRANSFER AND
TRUST COMPANY
/s/ Joe Wolf By: /s/ Herbert J. Lemmer
- ------------------------- --------------------------
Name: Herbert J. Lemmer
Title: Vice President
<PAGE> 1
EXHIBIT 21.1 1
- --------------------------------------------------------------------------------
AUSTRALIA BRAZIL
Wang Australia Pty. Ltd. Wang Global Ltda.
Wang Global OA Pty. Ltd.
Triumph-Adler OA Pty. Ltd. Rua Laguna, 563 3rd andar
Open Access Pty. Ltd. CEP 04728-001
Sao Paulo - SP, Brazil
Austlink Corporate Park, 2 Tel: 55 11 547 4706
Minna Close
Belrose, BNSW 2085 CANADA
Australia Wang Global Canada Ltda.
Tel: 61-2 9847-7100 I-NET Enterprise Solutions Canada
AUSTRIA 150 Middlefield Road
Olsy Austria Ges.m.b.H Scarboro, Ontario
Open Networks Distr. Ges.m.b.H M1S 4L6
Canada
Breitenfurter Str. 317-319 Tel: 416 298 9400
1230 Vienna
Austria CHILE
Tel: 43 1 866 940 Wang Export Services Inc.
Branch Office (US Company)
AUSTRIA Las Hortensias 2340
Open Systems Olsy Austria Providencia
Information Systems GmbH & Co. KG Santiago, Chile
Tel: 56 2 5205300
Eichenstrasse 58-64
A-1122 Vienna COLOMBIA
Austria Wang (I-NET) Colombia, branch of I-NET, Inc.
Tel: 43 1 811 60 Wang Global Ltd.
BAHRAIN Calle 100 No. 8A-55
Advanced Global Communications Torre C., Of. 414
Networks W.L.L. Bogota, Colombia
Tel: 571 621 1305
P.O. Box 3282
Manama, Bahrain CROATIA
Tel: 873-216-030 Olsy Austria Ges.m.b.H
BELGIUM Branch Office (Austria)
SPRL Wang Global BVBA Hebrangova 12/11
Cable Print NV 1000 Zagreb
Croatia
Place Madou 1 - Box 8 Tel: 385 1 455 4844
B-1210 Brussels
Tel: 32 2 229 9111
<PAGE> 2
2
OFFICES
WANG GLOBAL AND SUBSIDIARIES
- --------------------------------------------------------------------------------
CZECH REPUBLIC FRANCE
Wang Global s.r.o. Wang France S.A.
Olsy France S.A.
Francouzska 4 Sameca SaRL (Algeria)
120 00 Prague
Czech Republic Rue de General Leclerc
Tel: 420 2 691 07 13-4 92800 Puteaux
Paris la Defense Cedex, France
DENMARK Tel: 33 14 906 7111
Olsy A/S
GERMANY
Telegrafvej 4-6 Wang Deutschland GmbH
DK-2750 Ballerup
Denmark Am Prime Parc 6-8
Tel: 45 70 201 000 D-65479 Raunheim
Germany
DENMARK Tel: 49 614 9250
DDI Communications A/S
GREECE
Telegrafvej 4-6 Wang Global, S.A.
DK-2750 Ballerup
Denmark 236 Sygrou Ave
Tel: 45 70 201 016 176 72 Athens, Greece
Tel: 30 1 957 3800
ESTONIA
Olsy Eesti AS HONG KONG
Wang Pacific Limited
Akadeemia Tee 28 Wang Global (HK) Ltd.
EE-0026 TALINN ISC Systems Asia Ltd.
Estonia
Tel: 372 6 779 920 32/F Citicorp Centre
18 Whitfield Road
FINLAND Causeway Bay, Hong Kong
Wang Global Oy Tel: 852 2979 2702
Microcomputer Support Oy
Dilwin Oy HUNGARY
Wang Global Hungary Network
Luoteisrinne 4 Services Kft
FIN-02270 ESPOO Epicom Kft.
Finland
Tel: 358 9 476100 Terenyi ut 15-17
H-1115 Budapest, Hungary
FINLAND Tel: 36 1 206 3250
Dildata Oy
INDONESIA
Llmeentie 3 PT Wang Global Indonesia Ltd.
Fin-02140 ESPOO
Finland Komp. Bahan Bangunan Blok F2/19
Tel: 358 9 512 1500 Jakarta 10730
Indonesia
Tel: 6221-6012285
<PAGE> 3
3
OFFICES
WANG GLOBAL AND SUBSIDIARIES
- --------------------------------------------------------------------------------
ISRAEL KOREA
Wang Global Systems, Ltd. Wang Computers Korea, Ltd.
6 Maskit Str.
Herzliya-Pituach 46120, Israel First Securities Building, 25th Floor
Tel: 972 9 9527 527 23-5 Yoido-Dong
Youngdeungpo-ku
IRELAND Seoul 150-010, South Korea
Wang Ireland Ltd. Tel: 82 2 784 6111
31 Western Parkway Business Centre LUXEMBOURG
Ballymount Road Lower Infotechnique S.A.
Walltinstown
Dublin 12 Ireland Rue des Scillas, 15
Tel: 353 1 4090822 2529 Howald, Luxembourg
ITALY MALAYSIA
Wang Global SpA Wang Computers (Malaysia) Sdn. Berhad
Wang Italia SpA OMAL (Malaysia) Sdn. Berhad
Dr. Ing. Franco Iachello & C. SpA
DSI Italia SpA 3-7 Floor, Wisma Tong, Ah No. 1
Olivetti Prodest SpA Jalan Perak
Radiel SpA P.O. Box 11229
OSE SpA 50740 Kuala Lumpur, Malaysia
Delphi SpA Tel: 603 262 0173
Olivetti Engineering Serv. SpA
Unit SpA MEXICO
Nomos Sistema SpA Wang Global de Mexico S.A. de C.V.
O'Group Technology SpA
ORE&L Av. Constituyentes 117
Col. San Miguel Chapultepec
Via Lorenteggio 257 Mexico City D.F., 11850 Mexico
20152 Milan, Italy Tel: 525 515 3655
Tel: 390 2 48362411
NETHERLANDS
Via G. Jervis 77 Wang Global B.V.
10015 Ivrea (TO) Olsy Nederlands B.V.
Italy Demaret B.V.
Tel: 390 125 5200
Verbeekstraat 11-21
JAPAN NL-2332 CA Leiden, Netherlands
Olivetti Corporation of Japan Tel: 31 71 579 6400
1-24 Himonya 2-Chrome NORWAY
Meguro-Ku Wang Global AS
Tokyo 152-0003, Japan Ambrasoft AS
Tel: 81 45 5937191 UMI AS
Tevlingveien 15
N-1081 Furuset, Oslo, Norway
Tel: 47 22 79 20 00
<PAGE> 4
4
OFFICES
WANG GLOBAL AND SUBSIDIARIES
- --------------------------------------------------------------------------------
PEOPLE'S REPUBLIC OF CHINA RUSSIA
Wang Computer China Ltd. Wang Global Oy
Wang Global Information System
Engineering Co. Ltd. Branch Office (Finland)
Wang Global Tianjin Int. Trading Savvinskaja nab. 5
& Services Co. Ltd. 119121 MOSCOW, Russia
Tianjin CISC Computer Co. (50%) Tel: 7 095 248 2775
Beijing Ya Yuen Electronics Co. Ltd.
Shenzhen Asia Electronics Co. Ltd. SAUDI ARABIA
Advanced Global Communications.
(See Hong Kong address) Networks WLL
PHILIPPINES Branch Office (Bahrain)
Wang Global Philippines Inc. Old Airport Road, Rahid Al Ballaa
Building, 4th Fl., Suite 33
5/F Century Tower Riyadh, Saudi Arabia 11461
Tordesillas Cor. H.V. Tel: 966 1 474 0555 ex 117
Della Costa St.
Salcedo Village, Makati City, Philippines SINGAPORE
Tel: 632 818 1283 Wang Computers (Pte) Limited
Wang Global (Singapore) Pte. Ltd.
POLAND
Wang Global Z.O.O. The Synergy
1 International Business Park
U1. Pulawska 352.A 02-14
02819 Warsaw, Poland Singapore 609917
Tel: 48 22 6440845 Tel: 65 665 2928
PORTUGAL SLOVAKIA
Wang Global Portugal - Servicos Wang Global s.r.o.
e Redesde Informatica, S.A. Zochova 5
811 03 Bratislava
Praca Marques de Pombal, 14-4 Slovakia
P-1298 Lisboa Codex, Portugal Tel: 421 7 5317 533
Tel: 351 1312 60 00
SLOVENIA
PUERTO RICO (See Croatia)
Wang Computadoras, Inc.
Olsy North America, Inc. (branch office) SOUTH AFRICA
Wang Government Services, Inc. Wang Global Africa Pty. Ltd.
(branch office) Lole Pty. Ltd.
Quintus Pty. Ltd.
Avenida Laurel Ensemble Technology
AQ-36 Santa Juarita Portion 543 Farm Reitfontein
Bayamon, Puerto Rico 00956 (Pty.) Ltd.
Tel: 787-787-3357
15 Stiemens Street
Braamfontein 2017
South Africa
Tel: 27 113399911
<PAGE> 5
5
OFFICES
WANG GLOBAL AND SUBSIDIARIES
- --------------------------------------------------------------------------------
SPAIN UNITED STATES
Wang Network Services, S.L Wang Laboratories, Inc.
Olsy North America Inc.
Torre Espana I-NET, Inc.
Paseo de la Castellana, 95 Advanced Paradigm Inc.
E-28046 Madrid Bannex Corporation
Spain Parian Development Group
Tel: 34 91503 9600
290 Concord Road
SWITZERLAND Billerica, MA 01821
Wang (Schweiz) AG Tel: 978 967 5000
Olsy (Schweiz) AG
Wang Government Services, Inc.
Industriestrasse 50 J.G. Van Dyke and Associates, Inc.
CH-8304 Wallisellen
Switzerland 7900 Westpark Drive
Tel: 41 1 839 1611 McLean, VA 22102
Tel: 703 827 3000
SWITZERLAND
Datrac AG VIETNAM
Netspeed AG Wang Global (HK) Ltda.
Grabenweg Branch Office (Hong Kong)
CH-3177 Laupen BE (See Hong Kong address)
Switzerland
Tel: 41 31 740 21 11 VENEZUELA
Wang Venezuela C.A.
UNITED ARAB EMIRATES
Advanced Global Communication Torre Centro Seguro Sud America
Networks WLL Avenida Tamanaco, El Rosal - PM
Caracas, Venezuela
Branch Office (Bahrain) Tel: 582 952 2211
Al-Yasmeen Building - Suite 306
Dubai, United Arab Emirates
Tel: 971 4 696 445
UNITED KINGDOM
Wang Global Ltd.
Wang (UK) Ltd.
Wang I-NET Ltd.
Recordskill Ltd.
Olsy UK Ltd.
Oldco UK Ltda.
Olsy Financial Services Ltd.
86/88 Upper Richmond Road
Putney
London
SW15 2UR
United Kingdom
Tel: 44 181 785 6666
