UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
AMENDMENT NO. 1
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Wang Laboratories, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share (including the associated rights)
4 1/2% Series A Cumulative Convertible Preferred Stock,
par value $0.01 per share
6 1/2% Series B Cumulative Convertible Preferred Stock,
par value $0.01 per share
Depositary Shares (each representing a 1/20TH interest
in a share of 6 1/2% Series B Cumulative Convertible Preferred Stock)
Common Stock Purchase Warrants
Special Common Stock Warrant
(Title of Class of Securities)
Common Stock: 93369N109 Depositary Shares: 93369N208, 93369N604
Series A Preferred Stock: N/A Common Stock Purchase Warrants: 93369N117
Series B Preferred Stock: N/A Special Common Stock Warrant: N/A
(CUSIP Number of Class of Securities)
with a copy to:
S.A. van Maasakker
Getronics NV John M. Reiss, Esq.
Donauweg 10 White & Case LLP
1043 AJ Amsterdam 1155 Avenue of the Americas
The Netherlands New York, New York 10036
011-31-20-586-1412 (212) 819-8200
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
June 15, 1999
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. (_)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
------------
<PAGE>
SCHEDULE 13D
CUSIP Nos.: Common Stock: 93369N109
Series A Preferred Stock: N/A
Series B Preferred Stock: N/A
Depositary Shares: 93369N208, 93369N604
Common Stock Purchase Warrants: 93369N117
Special Common Stock Warrant: N/A
- -------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Getronics NV
- -------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (__)
(b) (__)
- -------- -----------------------------------------------------------------------
3 SEC USE ONLY
- -------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS
BK; WC
- -------- -----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) (__)
- -------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
- ----------------------------------- ------- ------------------------------------
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING 0
PERSON WITH ------- ------------------------------------
8 SHARED VOTING POWER
*
------- ------------------------------------
9 SOLE DISPOSITIVE POWER
0
------- ------------------------------------
10 SHARED DISPOSITIVE POWER
*
- -------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
*
- -------- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (__)
- -------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
*
- -------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -------- -----------------------------------------------------------------------
* Getronics NV may be deemed to be the beneficial owner of the Offer
Securities reported herein through its ownership of all the outstanding
shares of common stock of Getronics Acquisition, Inc. Such Offer Securities
are not included above to avoid double counting.
<PAGE>
SCHEDULE 13D
CUSIP Nos.: Common Stock: 93369N109
Series A Preferred Stock: N/A
Series B Preferred Stock: N/A
Depositary Shares: 93369N208, 93369N604
Common Stock Purchase Warrants: 93369N117
Special Common Stock Warrant: N/A
- -------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Getronics Acquisition, Inc.
- -------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (__)
(b) (__)
- -------- -----------------------------------------------------------------------
3 SEC USE ONLY
- -------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- -------- -----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) (__)
- -------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------------------- ------- ------------------------------------
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING 0
PERSON WITH ------- ------------------------------------
8 SHARED VOTING POWER
Common Stock: 48,037,898
Series A Preferred Stock: 90,000
Depositary Shares: 2,110,4651
------- ------------------------------------
9 SOLE DISPOSITIVE POWER
0
------- ------------------------------------
10 SHARED DISPOSITIVE POWER
Common Stock: 48,037,898
Series A Preferred Stock: 90,000
Depositary Shares: 2,110,4651(1)
Common Stock
Purchase Warrants: 4,045,1882(2)
Special Common Stock Warrant: 1(3)
- ----------------------------------- ------- ------------------------------------
<PAGE>
- -------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFECIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 48,037,898
Series A Preferred Stock: 90,000
Depositary Shares: 2,110,4651(1)
Common Stock Purchase Warrants: 4,045,1882(2)
Special Common Stock Warrant: 1(3)
- -------- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (__)
- -------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Common Stock: 98.1%(4)
Series A Preferred Stock: 100%(5)
Depositary Shares: 91.1%(1, 6)
Common Stock Purchase Warrants: 56.1%(2, 7)
Special Common Stock Warrant: 100%(3, 8)
- -------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -------- -----------------------------------------------------------------------
- ------------------------
(1) Each Depositary Share represents a 1/20TH interest in a share of Series B
Preferred Stock.
(2) Each Common Stock Purchase Warrant represents the right to purchase one
share of Common Stock.
(3) The Special Common Stock Warrant represents the right to purchase 213,675
shares of Common Stock.
(4) Based on total outstanding shares of Common Stock of 48,970,484 as of June
7, 1999, according to the Company's transfer agent.
(5) Based on total outstanding shares of Series A Preferred Stock of 90,000 as
of June 7, 1999, according to the Company's transfer agent.
(6) Based on total outstanding Depositary Shares of 2,317,647 as of June 7,
1999, according to the Company's transfer agent.
(7) Based on total outstanding Common Stock Purchase Warrants of 7,204,758 as
of June 7, 1999, according to the Company's transfer agent.
(8) Based on one outstanding Special Common Stock Warrant as of June 7, 1999,
according to the Company's transfer agent.
<PAGE>
This Amendment No. 1 amends and supplements the Schedule 13D(9) filed
on June 9, 1999 relating to the shares of (i) Common Stock, par value $0.01 per
share (including the associated rights), (ii) 4 1/2% Series A Cumulative
Convertible Preferred Stock, par value $0.01 per share, (iii) 6 1/2% Series B
Cumulative Convertible Preferred Stock, par value $0.01 per share, (iv)
Depositary Shares (each representing a 1/20TH interest in a share of 6 1/2%
Series B Cumulative Convertible Preferred Stock), (v) Common Stock Purchase
Warrants (other than the Special Common Stock Warrant) and (vi) the Special
Common Stock Warrant of Wang Laboratories, Inc., a corporation organized under
the laws of Delaware ( the "Company"). The principal executive offices of the
Company are located at 290 Concord Road, Billerica, Massachusetts 01821-4130.
- ------------------------
(9) The final amendment no. 5 to the Schedule 14D-1 filed by Getronics NV and
Getronics Acquisition, Inc. on June 9, 1999 also constituted the initial
statement on Schedule 13D for both companies with respect to Wang
Laboratories, Inc.
Item 3. Source and Amount of Funds or Other Consideration.
"The amount of funds required by the Purchaser to purchase
the Depositary Shares described in Item 5(c) hereof was
approximately $18.6 million. The Purchaser obtained such funds
from Parent and/or one or more of its affiliates, which obtained
such funds from cash on hand, proceeds from a convertible
preferred stock offering by Parent completed in April of 1999 and
through a loan facility (the "Credit Facility"), dated June 9,
1999, provided by ABN AMRO Bank N.V., ING Bank N.V. and certain
other financial institutions (the "Banks") pursuant to which the
Banks have agreed to lend Parent and/or one or more of its
affiliates up to NLG 4,000,000,000.
Item 5. Interest in Securities of the Issuer.
"(a) Parent and the Purchaser beneficially own 48,037,898
shares of Common Stock, 90,000 shares of Series A Preferred
Stock, 2,110,465 Depositary Shares, 4,045,188 Common Stock
Purchase Warrants and the one outstanding Special Common Stock
Warrant. The 48,037,898 shares of Common Stock and warrants to
purchase 4,258,863 shares of Common Stock represent approximately
92.7% of all shares of Common Stock outstanding or issuable upon
exercise of warrants. The 90,000 shares of Series A Preferred
Stock represent 100% of all shares of Series A Preferred Stock
outstanding. The 2,110,465 Depositary Shares represent
approximately 91.1% of all shares of Series B Preferred Stock.
(b) Parent and the Purchaser have shared voting power and
shared dispositive power with respect to 48,037,898 shares of
Common Stock, 90,000 shares of Series A Preferred Stock and
2,110,465 Depositary Shares. In addition, Parent and the
Purchaser have shared dispositive power with respect to 4,045,188
Common Stock Purchase Warrants and the one outstanding Special
Common Stock Warrant.
(c) On June 15, 1999, pursuant to a Stock Purchase
Agreement, dated as of June 10, 1999, by and among Soundshore
Holdings Ltd., a limited liability company organized and existing
under the laws of Bermuda, Soundshore Opportunity Holding Fund
Ltd., a limited liability company organized and existing under
the laws of Bermuda, and the Purchaser (the "First Stock Purchase
Agreement"), the Purchaser purchased 262,100 Depositary Shares
for total consideration of $14,428,605 in a privately negotiated
transaction. The First Stock Purchase Agreement is incorporated
herein by reference and is filed as Exhibit 1 hereto.
On June 16, 1999, pursuant to a Stock Purchase Agreement,
dated as of June 10, 1999, by and between Salomon Smith Barney
Inc., a corporation organized and existing under the laws of the
State of New York and the Purchaser (the "Second Stock Purchase
Agreement"), the Purchaser purchased 11,450 Depositary Shares for
total consideration of $630,322.50 in a privately negotiated
transaction. The Second Stock Purchase Agreement is incorporated
herein by reference and is filed as Exhibit 2 hereto.
On June 15, 1999, pursuant to a Stock Purchase Agreement,
dated as of June 10, 1999, by and between Salomon Smith Barney
Inc., a corporation organized and existing under the laws of the
State of New York and the Purchaser (the "Third Stock Purchase
Agreement"), the Purchaser purchased 63,913 Depositary Shares for
total consideration of $3,518,410.65 in a privately negotiated
transaction. The Third Stock Purchase Agreement is incorporated
herein by reference and is filed as Exhibit 3 hereto.
Except as set forth in this Item 5(c), neither of Parent nor
the Purchaser to the best of their knowledge, has effected any
transaction in Offer Securities during the past 60 days."
Item 7. Material to be Filed as Exhibits.
The following exhibits are filed with this statement:
1. First Stock Purchase Agreement, dated as of June 10, 1999, by and
among Soundshore Holdings Ltd., Soundshore Opportunity Holding
Fund Ltd. and the Purchaser.
2. Second Stock Purchase Agreement, dated as of June 10, 1999, by
and between Salomon Smith Barney Inc. and the Purchaser.
3. Third Stock Purchase Agreement, dated as of June 10, 1999, by and
between Salomon Smith Barney Inc. and the Purchaser.
<PAGE>
SIGNATURE
Each Reporting Person certifies that, after reasonable inquiry and to
the best of its knowledge and belief, the information set forth in this
statement is true, complete and correct.
Dated: June 16, 1999 GETRONICS NV
By: /s/ J.L. Docter
------------------------
Name: J.L. Docter
Title: Chief Financial Officer
Dated: June 16, 1999 GETRONICS ACQUISITION, INC.
By: /s/ J.L. Docter
------------------------
Name: J.L. Docter
Title: Treasurer
<PAGE>
Exhibit Index
1. Stock Purchase Agreement, dated as of June 10, 1999, by and between
Soundshore Holdings Ltd., Soundshore Opportunity Holding Fund Ltd. and the
Purchaser.
2. Stock Purchase Agreement, dated as of June 10, 1999, by and between
Salomon Smith Barney Inc. and the Purchaser.
3. Stock Purchase Agreement, dated as of June 10, 1999, by and between
Salomon Smith Barney Inc. and the Purchaser.
STOCK PURCHASE AGREEMENT Exhibit 1
STOCK PURCHASE AGREEMENT (this "Agreement") dated as of June 10, 1999
by and among SOUNDSHORE HOLDINGS LTD., a limited liability company organized and
existing under the laws of Bermuda ("Seller I"), SOUNDSHORE OPPORTUNITY HOLDING
FUND LTD., a limited liability company organized and existing under the laws of
Bermuda ("Seller II," and, together with Seller I, the "Sellers") and GETRONICS
ACQUISITION, INC., a corporation organized and existing under the laws of the
State of Delaware (the "Purchaser").
W I T N E S S E T H :
WHEREAS, Seller I owns 231,800 Depositary Shares (the "Seller I
Depositary Shares"), each representing 1/20TH of a share of 6 1/2% Series B
Cumulative Convertible Preferred Stock, par value $0.01 per share , of Wang
Laboratories, Inc., a corporation organized and existing under the laws of the
State of Delaware (the "Company");
WHEREAS, Seller II owns 30,300 Depositary Shares (the "Seller II
Depositary Shares," and, together with the Seller I Depositary Shares, the
"Depositary Shares"), each representing 1/20TH of a share of 6 1/2% Series B
Cumulative Convertible Preferred Stock, par value $0.01 per share, of the
Company; and
WHEREAS, the Sellers desire to sell, and the Purchaser desires to
purchase, the Depositary Shares;
NOW, THEREFORE, IT IS AGREED:
1. Purchase of Depositary Shares. Each of the Sellers hereby agrees to
sell to the Purchaser, and the Purchaser hereby agrees to purchase from the
Sellers, effective June 15, 1999 (the "Closing Date"), all of the Sellers'
right, title and interest in and to the Depositary Shares. The purchase price
for the Seller I Depositary Shares shall be $12,760,590 (the "Seller I Purchase
Price"), which shall be payable as set forth in Section 2. The purchase price
for the Seller II Depositary Shares shall be $1,668,015 (the "Seller II Purchase
Price"), which shall be payable as set forth in Section 2.
2. Purchase Price. In consideration for the sale to the Purchaser by
Seller I of the Seller I Depositary Shares, the Purchaser shall deliver the
Seller I Purchase Price on the Closing Date by wire transfer in immediately
available funds to the account set forth on: (x) Exhibit 1 attached hereto,
$6,396,810.00 and (y) Exhibit 2 attached hereto, $6,363,780.00. The Seller I
Depositary Shares to be purchased by the Purchaser hereunder shall be
transferred by or on behalf of Seller I to the Purchaser. In consideration for
the sale to the Purchaser by Seller II of the Seller II Depositary Shares, the
Purchaser shall deliver the Seller II Purchase Price on the Closing Date by wire
transfer in immediately available funds to the account set forth on Exhibit 3
attached hereto. The Seller II Depositary Shares to be purchased by the
Purchaser hereunder shall be transferred by or on behalf of Seller I to the
Purchaser.
3. Representations and Warranties of the Sellers. Each of the Sellers
represents and warrants to the Purchaser that: (i) the Sellers own the
Depositary Shares free and clear of all liens and encumbrances and, upon
delivery of the Depositary Shares in accordance with the terms of this
Agreement, the Purchaser will receive valid title thereto free and clear of all
liens and encumbrances, other than those liens and encumbrances created by or on
behalf of the Purchaser; (ii) Seller I is a limited liability company duly
organized under the laws of Bermuda and Seller II is a limited liability company
duly organized under the laws of Bermuda; (iii) the Sellers have the requisite
power and authority to enter into this Agreement and to perform their respective
obligations hereunder; (iv) this Agreement constitutes a valid and binding
obligation of each of the Sellers, enforceable against each of the Sellers in
accordance with its terms, except as the enforceability thereof may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors rights generally and general principles of equity; and (v)
neither the execution, delivery and performance of this Agreement by each of the
Sellers nor the sale of the Depositary Shares by the Sellers (a) will violate
either of the Sellers' respective organizational documents or, to the best of
the Sellers' knowledge, any law, rule, regulation or order of any court or
governmental authority with jurisdiction or oversight with respect to the
Sellers or the Depositary Shares, (b) will result in any breach of any provision
of, or default under, any agreement or instrument to which either of the Sellers
is a party or (c) will require either of the Sellers to obtain any consent,
authorization or approval from any person or authority. The Sellers make no
other representations or warranties with respect to the transactions
contemplated by this Agreement.
4. Representations and Warranties of the Purchaser. The Purchaser
represents and warrants to each of the Sellers that: (i) the Purchaser is a
corporation duly organized and existing under the laws of the State of Delaware,
(ii) the Purchaser has the requisite power and authority to enter into this
Agreement and to perform its obligations hereunder; (iii) this Agreement
constitutes a valid and binding obligation of the Purchaser, enforceable against
the Purchaser in accordance with its terms, except as the enforceability thereof
may be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting creditors rights generally and general principles of
equity; and (iv) neither the execution, delivery and performance of this
Agreement by the Purchaser nor the purchase of the Depositary Shares by the
Purchaser (a) will violate the Purchaser's organizational documents or, to the
best knowledge of the Purchaser, any law, rule, regulation or order of any court
or governmental authority with jurisdiction or oversight with respect to the
Purchaser, (b) will result in any breach of any provision of, or default under,
any agreement or instrument to which the Purchaser is a party or (c) will
require the Purchaser to obtain any consent, authorization or approval from any
person or authority. The Purchaser makes no other representations and warranties
with respect to the transactions contemplated by this Agreement.
5. Expenses. Each party shall be responsible for its own fees,
disbursements, costs and expenses incident to the performance of its obligations
hereunder. Notwithstanding the foregoing, the Purchaser shall bear the costs of
transfer, stamp or similar taxes or duties incident to the sale and delivery of
the Depositary Shares to the Purchaser contemplated hereby. The provisions of
this Section 5 shall survive the completion of the sale of the Depositary Shares
to the Purchaser contemplated hereby.
6. Binding Nature. This Agreement, including, without limitation, the
representations, warranties and covenants contained herein, shall be binding on
the parties hereto and their respective successors and permitted assigns.
7. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one agreement binding upon all of the parties hereto.
8. Amendments and Waivers. No amendment of any provision of this
Agreement shall be effective unless it is in writing and is signed by each of
the Sellers and the Purchaser. No waiver of any provision of this Agreement
shall be effective unless it is in writing and is signed by the party against
which enforcement is sought, and any such waiver shall be effective only for the
specific instance and specific purpose it is given and shall not constitute a
commitment to grant any other, further or continuing waiver.
9. Cumulative Remedies. The rights and remedies of the parties hereto
are deemed to be cumulative, and not exclusive, and may be exercised singly,
severally or jointly. No delay in exercising any right or remedy hereunder shall
constitute a waiver of such right or remedy.
10. Severability. If any one or more of the provisions contained in
this Agreement shall be deemed by a court of competent jurisdiction to be
invalid, illegal or unenforceable in any respect, the validity and
enforceability of the remaining provisions contained herein shall not in any way
be impaired.
11. Survival. All of the agreements, representations and warranties of
the parties hereto shall survive the execution and delivery of this Agreement.
12. Notices. All notices, demands or other communications to be given
or delivered under or pursuant to this Agreement shall be in writing and shall
be deemed to have been given (a) upon receipt, when delivered personally to the
recipient, (b) one day after being sent to the recipient by a reputable
overnight courier service (charges prepaid), when delivered by a reputable
overnight courier service or (c) when delivered by mail, five days after being
sent postage prepaid. Such notices, demands and other communication shall be
sent to each party hereto at the respective addresses indicated below such
party's signature or to such other address as the party has specified by prior
written notice to the other parties hereto.
13. Entire Agreement. This Agreement embodies the final, entire
agreement among each of the Sellers and the Purchaser with respect to the
subject matter hereof and supersedes all prior agreements, representations and
understandings, whether written or oral, relating to this Agreement, and may not
be contradicted or varied by evidence of prior, contemporaneous or subsequent
oral agreements or discussions.
14. No Third Party Beneficiaries. This Agreement is for the sole
benefit of the parties hereto and their successors and permitted assigns, and
nothing herein expressed or implied shall give or be construed to give any
person or entity, other than the parties hereto and such successors and
permitted assigns, any legal or equitable rights hereunder.
15. Descriptive Headings. The headings and captions used in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.
16. Governing Law. This Agreement shall be construed in accordance
with, and be governed by, the laws of the State of New York applicable to
agreements executed and to be performed solely within such State.
IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement, or has caused this Agreement to be executed by their respective duly
authorized officers, in any event as of the date first above written.
SOUNDSHORE HOLDINGS LTD.
By:/s/ Anthony Giordano
--------------------------------------
Name: Anthony Giordano
Title: Chief Operating Officer
Address: 1281 East Main St.
Stamford, CT
SOUNDSHORE OPPORTUNITY HOLDING FUND LTD.
By: /s/ Anthony Giordano
--------------------------------------
Name: Anthony Giordano
Title: Chief Operating Officer
Address: 1281 East Main St.
Stamford, CT
GETRONICS ACQUISITION, INC.
By: /s/ C.G. van Luijk
--------------------------------------
Name: C.G. van Luijk
Title: President
1013 Centre Road
Wilmington, Delaware 19805
<PAGE>
EXHIBIT 1
$6,396,810.00 should be wired to the following account:
Bank: Citibank
ABA#: 021-000-089
A/C Name: Bear Sterns Security Corp.
A/C#: 0925-3186
F/F/C: SoundShore Holdings LTD
A/C#: 102-08005-28
<PAGE>
EXHIBIT 2
$6,363,780.00 should be wired to the following account:
Bank: Chase Manhattan Bank NY
ABA#: 021 000 021
A/C: Goldman Sachs and Co. NY
A/C#: 930 10 11 483
For Further Credit to: Soundshore Holdings Ltd. 002 25607 1
<PAGE>
EXHIBIT 3
$1,668,015 should be wired to the following account:
Bank: Citibank
ABA#: 021-000-089
A/C Name: Bear Sterns Security Corp.
A/C#: 0925-3186
F/F/C: SoundShore Opportunity Holdings LTD
A/C#: 102-07960-28
STOCK PURCHASE AGREEMENT Exhibit 2
STOCK PURCHASE AGREEMENT (this "Agreement") dated as of June 10, 1999
by and between SALOMON SMITH BARNEY INC., a corporation organized and existing
under the laws of the State of New York (the "Seller"), and GETRONICS
ACQUISITION, INC., a corporation organized and existing under the laws of the
State of Delaware (the "Purchaser").
W I T N E S S E T H :
WHEREAS, the Seller owns 11,450 Depositary Shares, CUSIP: 93369N 208
(the "Depositary Shares"), each representing 1/20TH of a share of 6 1/2% Series
B Cumulative Convertible Preferred Stock, par value $0.01 per share, of Wang
Laboratories, Inc., a corporation organized and existing under the laws of the
State of Delaware (the "Company"); and
WHEREAS, the Seller desires to sell, and the Purchaser desires to
purchase, the Depositary Shares;
NOW, THEREFORE, IT IS AGREED:
1. Purchase of Depositary Shares. The Seller hereby agrees to sell to
the Purchaser, and the Purchaser hereby agrees to purchase from the Seller,
effective June 15, 1999 (the "Closing Date"), all of the Seller's right, title
and interest in and to the Depositary Shares. The aggregate purchase price for
the Depositary Shares shall be $630,322.50 (the "Purchase Price"), which shall
be payable as set forth in Section 2.
2. Purchase Price. In consideration for the sale to the Purchaser by
the Seller of the Depositary Shares, the Purchaser shall deliver the Purchase
Price on the Closing Date by wire transfer in immediately available funds to the
account set forth on Exhibit 1 attached hereto. The Depositary Shares shall be
transferred by or on behalf of the Seller to the Purchaser.
3. Representations and Warranties of the Seller. The Seller represents
and warrants to the Purchaser that: (i) the Seller owns the Depositary Shares
free and clear of all liens and encumbrances and, upon delivery of the
Depositary Shares in accordance with the terms of this Agreement, the Purchaser
will receive valid title thereto free and clear of all liens and encumbrances,
other than those liens and encumbrances created by or on behalf of the
Purchaser; (ii) the Seller is a corporation duly incorporated under the laws of
the State of New York; (iii) the Seller has the requisite power and authority to
enter into this Agreement and to perform its obligations hereunder; (iv) this
Agreement constitutes a valid and binding obligation of the Seller, enforceable
against the Seller in accordance with its terms, except as the enforceability
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting creditors rights generally and general principles
of equity; and (v) neither the execution, delivery and performance of this
Agreement by the Seller nor the sale of the Depositary Shares by the Seller (a)
will violate the Seller's organizational documents or, to the best of the
Seller's knowledge, any law, rule, regulation or order of any court or
governmental authority with jurisdiction or oversight with respect to the Seller
or the Depositary Shares, (b) will result in any breach of any provision of, or
default under, any agreement or instrument to which the Seller is a party or (c)
will require the Seller to obtain any consent, authorization or approval from
any person or authority. The Seller makes no other representations or warranties
with respect to the transactions contemplated by this Agreement.
4. Representations and Warranties of the Purchaser. The Purchaser
represents and warrants to the Seller that: (i) the Purchaser is a corporation
organized and existing under the laws of the State of Delaware, (ii) the
Purchaser has the requisite power and authority to enter into this Agreement and
to perform its obligations hereunder; (iii) this Agreement constitutes a valid
and binding obligation of the Purchaser, enforceable against the Purchaser in
accordance with its terms, except as the enforceability thereof may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors rights generally and general principles of equity; and (iv)
neither the execution, delivery and performance of this Agreement by the
Purchaser nor the purchase of the Depositary Shares by the Purchaser (a) will
violate, to the best knowledge of the Purchaser, any law, rule, regulation or
order of any court or governmental authority with jurisdiction or oversight with
respect to the Purchaser, (b) will result in any breach of any provision of, or
default under, any agreement or instrument to which the Purchaser is a party or
(c) will require the Purchaser to obtain any consent, authorization or approval
from any person or authority. The Purchaser makes no other representations and
warranties with respect to the transactions contemplated by this Agreement.
5. Expenses. Each party shall be responsible for its own fees,
disbursements, costs and expenses incident to the performance of its obligations
hereunder. Notwithstanding the foregoing, the Purchaser shall bear the costs of
transfer, stamp or similar taxes or duties incident to the sale and delivery of
the Depositary Shares to the Purchaser contemplated hereby. The provisions of
this Section 5 shall survive the completion of the sale of the Depositary Shares
to the Purchaser contemplated hereby.
6. Binding Nature. This Agreement, including, without limitation, the
representations, warranties and covenants contained herein, shall be binding on
the parties hereto and their respective successors and permitted assigns.
7. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one agreement binding upon all of the parties hereto.
8. Amendments and Waivers. No amendment of any provision of this
Agreement shall be effective unless it is in writing and is signed by the Seller
and the Purchaser. No waiver of any provision of this Agreement shall be
effective unless it is in writing and is signed by the party against which
enforcement is sought, and any such waiver shall be effective only for the
specific instance and specific purpose it is given and shall not constitute a
commitment to grant any other, further or continuing waiver.
9. Cumulative Remedies. The rights and remedies of the parties hereto
are deemed to be cumulative, and not exclusive, and may be exercised singly,
severally or jointly. No delay in exercising any right or remedy hereunder shall
constitute a waiver of such right or remedy.
10. Severability. If any one or more of the provisions contained in
this Agreement shall be deemed by a court of competent jurisdiction to be
invalid, illegal or unenforceable in any respect, the validity and
enforceability of the remaining provisions contained herein shall not in any way
be impaired.
11. Survival. All of the agreements, representations and warranties of
the parties hereto shall survive the execution and delivery of this Agreement.
12. Notices. All notices, demands or other communications to be given
or delivered under or pursuant to this Agreement shall be in writing and shall
be deemed to have been given (a) upon receipt, when delivered personally to the
recipient, (b) one day after being sent to the recipient by a reputable
overnight courier service (charges prepaid), when delivered by a reputable
overnight courier service or (c) when delivered by mail, five days after being
sent postage prepaid. Such notices, demands and other communication shall be
sent to each party hereto at the respective addresses indicated below such
party's signature or to such other address as the party has specified by prior
written notice to the other parties hereto.
13. Entire Agreement. This Agreement embodies the final, entire
agreement among the Seller and the Purchaser with respect to the subject matter
hereof and supersedes all prior agreements, representations and understandings,
whether written or oral, relating to this Agreement, and may not be contradicted
or varied by evidence of prior, contemporaneous or subsequent oral agreements or
discussions.
14. No Third Party Beneficiaries. This Agreement is for the sole
benefit of the parties hereto and their successors and permitted assigns, and
nothing herein expressed or implied shall give or be construed to give any
person or entity, other than the parties hereto and such successors and
permitted assigns, any legal or equitable rights hereunder.
15. Descriptive Headings. The headings and captions used in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.
16. Governing Law. This Agreement shall be construed in accordance
with, and be governed by, the laws of the State of New York applicable to
agreements executed and to be performed solely within such State.
IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement, or has caused this Agreement to be executed by their respective duly
authorized officers, in any event as of the date first above written.
SALOMON SMITH BARNEY INC.
By:/s/ Robert Moore
--------------------------------
Name: Robert Moore
Title: Managing Director
Address: 390 Greenwich Street
3rd Floor- Converts
New York, NY 10013
GETRONICS ACQUISITION, INC.
By:/s/ C.G. van Luijk
--------------------------------
Name: C.G. van Luijk
Title: President
1013 Centre Road
Wilmington, Delaware 19805
<PAGE>
EXHIBIT 1
WIRE TRANSFER INSTRUCTIONS
Chase Manhattan Bank NYC
ABA#: 021 000 021
FBO: Salomon Smith Barney Inc.
A/C#: 066-198038
For Further Credit to: A/C# 002-89873-1-1-099
STOCK PURCHASE AGREEMENT Exhibit 3
STOCK PURCHASE AGREEMENT (this "Agreement") dated as of June 10, 1999
by and between SALOMON SMITH BARNEY INC., a corporation organized and existing
under the laws of the State of New York (the "Seller"), and GETRONICS
ACQUISITION, INC., a corporation organized and existing under the laws of the
State of Delaware (the "Purchaser").
W I T N E S S E T H :
WHEREAS, the Seller owns 63,913 Depositary Shares, CUSIP: 93369N 604
(the "Depositary Shares"), each representing 1/20TH of a share of 6 1/2% Series
B Cumulative Convertible Preferred Stock, par value $0.01 per share, of Wang
Laboratories, Inc., a corporation organized and existing under the laws of the
State of Delaware (the "Company"); and
WHEREAS, the Seller desires to sell, and the Purchaser desires to
purchase, the Depositary Shares;
NOW, THEREFORE, IT IS AGREED:
1. Purchase of Depositary Shares. The Seller hereby agrees to sell to
the Purchaser, and the Purchaser hereby agrees to purchase from the Seller,
effective June 15, 1999 (the "Closing Date"), all of the Seller's right, title
and interest in and to the Depositary Shares. The aggregate purchase price for
the Depositary Shares shall be $3,518,410.65 (the "Purchase Price"), which shall
be payable as set forth in Section 2.
2. Purchase Price. In consideration for the sale to the Purchaser by
the Seller of the Depositary Shares, the Purchaser shall deliver the Purchase
Price on the Closing Date by wire transfer in immediately available funds to the
account set forth on Exhibit 1 attached hereto. The Depositary Shares shall be
transferred by or on behalf of the Seller to the Purchaser.
3. Representations and Warranties of the Seller. The Seller represents
and warrants to the Purchaser that: (i) the Seller owns the Depositary Shares
free and clear of all liens and encumbrances and, upon delivery of the
Depositary Shares in accordance with the terms of this Agreement, the Purchaser
will receive valid title thereto free and clear of all liens and encumbrances,
other than those liens and encumbrances created by or on behalf of the
Purchaser; (ii) the Seller is a corporation duly incorporated under the laws of
the State of New York; (iii) the Seller has the requisite power and authority to
enter into this Agreement and to perform its obligations hereunder; (iv) this
Agreement constitutes a valid and binding obligation of the Seller, enforceable
against the Seller in accordance with its terms, except as the enforceability
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting creditors rights generally and general principles
of equity; and (v) neither the execution, delivery and performance of this
Agreement by the Seller nor the sale of the Depositary Shares by the Seller (a)
will violate the Seller's organizational documents or, to the best of the
Seller's knowledge, any law, rule, regulation or order of any court or
governmental authority with jurisdiction or oversight with respect to the Seller
or the Depositary Shares, (b) will result in any breach of any provision of, or
default under, any agreement or instrument to which the Seller is a party or (c)
will require the Seller to obtain any consent, authorization or approval from
any person or authority. The Seller makes no other representations or warranties
with respect to the transactions contemplated by this Agreement.
4. Representations and Warranties of the Purchaser. The Purchaser
represents and warrants to the Seller that: (i) the Purchaser is a corporation
organized and existing under the laws of the State of Delaware, (ii) the
Purchaser has the requisite power and authority to enter into this Agreement and
to perform its obligations hereunder; (iii) this Agreement constitutes a valid
and binding obligation of the Purchaser, enforceable against the Purchaser in
accordance with its terms, except as the enforceability thereof may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors rights generally and general principles of equity; and (iv)
neither the execution, delivery and performance of this Agreement by the
Purchaser nor the purchase of the Depositary Shares by the Purchaser (a) will
violate, to the best knowledge of the Purchaser, any law, rule, regulation or
order of any court or governmental authority with jurisdiction or oversight with
respect to the Purchaser, (b) will result in any breach of any provision of, or
default under, any agreement or instrument to which the Purchaser is a party or
(c) will require the Purchaser to obtain any consent, authorization or approval
from any person or authority. The Purchaser makes no other representations and
warranties with respect to the transactions contemplated by this Agreement.
5. Expenses. Each party shall be responsible for its own fees,
disbursements, costs and expenses incident to the performance of its obligations
hereunder. Notwithstanding the foregoing, the Purchaser shall bear the costs of
transfer, stamp or similar taxes or duties incident to the sale and delivery of
the Depositary Shares to the Purchaser contemplated hereby. The provisions of
this Section 5 shall survive the completion of the sale of the Depositary Shares
to the Purchaser contemplated hereby.
6. Binding Nature. This Agreement, including, without limitation, the
representations, warranties and covenants contained herein, shall be binding on
the parties hereto and their respective successors and permitted assigns.
7. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one agreement binding upon all of the parties hereto.
8. Amendments and Waivers. No amendment of any provision of this
Agreement shall be effective unless it is in writing and is signed by the Seller
and the Purchaser. No waiver of any provision of this Agreement shall be
effective unless it is in writing and is signed by the party against which
enforcement is sought, and any such waiver shall be effective only for the
specific instance and specific purpose it is given and shall not constitute a
commitment to grant any other, further or continuing waiver.
9. Cumulative Remedies. The rights and remedies of the parties hereto
are deemed to be cumulative, and not exclusive, and may be exercised singly,
severally or jointly. No delay in exercising any right or remedy hereunder shall
constitute a waiver of such right or remedy.
10. Severability. If any one or more of the provisions contained in
this Agreement shall be deemed by a court of competent jurisdiction to be
invalid, illegal or unenforceable in any respect, the validity and
enforceability of the remaining provisions contained herein shall not in any way
be impaired.
11. Survival. All of the agreements, representations and warranties of
the parties hereto shall survive the execution and delivery of this Agreement.
12. Notices. All notices, demands or other communications to be given
or delivered under or pursuant to this Agreement shall be in writing and shall
be deemed to have been given (a) upon receipt, when delivered personally to the
recipient, (b) one day after being sent to the recipient by a reputable
overnight courier service (charges prepaid), when delivered by a reputable
overnight courier service or (c) when delivered by mail, five days after being
sent postage prepaid. Such notices, demands and other communication shall be
sent to each party hereto at the respective addresses indicated below such
party's signature or to such other address as the party has specified by prior
written notice to the other parties hereto.
13. Entire Agreement. This Agreement embodies the final, entire
agreement among the Seller and the Purchaser with respect to the subject matter
hereof and supersedes all prior agreements, representations and understandings,
whether written or oral, relating to this Agreement, and may not be contradicted
or varied by evidence of prior, contemporaneous or subsequent oral agreements or
discussions.
14. No Third Party Beneficiaries. This Agreement is for the sole
benefit of the parties hereto and their successors and permitted assigns, and
nothing herein expressed or implied shall give or be construed to give any
person or entity, other than the parties hereto and such successors and
permitted assigns, any legal or equitable rights hereunder.
15. Descriptive Headings. The headings and captions used in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.
16. Governing Law. This Agreement shall be construed in accordance
with, and be governed by, the laws of the State of New York applicable to
agreements executed and to be performed solely within such State.
IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement, or has caused this Agreement to be executed by their respective duly
authorized officers, in any event as of the date first above written.
SALOMON SMITH BARNEY INC.
By:/s/ Robert Moore
--------------------------------
Name: Robert Moore
Title: Managing Director
Address: 390 Greenwich Street
3rd Floor - Cuts
New York, NY 10013
GETRONICS ACQUISITION, INC.
By:/s/ C.G. van Luijk
--------------------------------
Name: C.G. van Luijk
Title: President
1013 Centre Road
Wilmington, Delaware 19805
<PAGE>
EXHIBIT 1
WIRE TRANSFER INSTRUCTIONS
Chase Manhattan Bank NYC
ABA#: 021 000 021
FBO: Salomon Smith Barney Inc.
A/C#: 066-198038
For Further Credit to: A/C# 002-86037-1-0-099
