<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
------------------------
WANG LABORATORIES, INC.
(NAME OF SUBJECT COMPANY)
WANG LABORATORIES, INC.
(NAME OF PERSON(S) FILING STATEMENT)
------------------------
COMMON STOCK, PAR VALUE $.01 PER SHARE
(AND CERTAIN SECURITIES CONVERTIBLE INTO
OR EXERCISABLE FOR COMMON STOCK)
(TITLE OF CLASS OF SECURITIES)
93369N 10 9
(CUSIP NUMBER OF CLASS OF SECURITIES)
------------------------
ALBERT A. NOTINI, ESQ.
EXECUTIVE VICE PRESIDENT
WANG LABORATORIES, INC.
290 CONCORD ROAD
BILLERICA, MASSACHUSETTS 01821
(978) 625-5000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS ON
BEHALF OF THE PERSON(S) FILING STATEMENT)
------------------------
WITH A COPY TO:
DAVID T. BREWSTER, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
ONE BEACON STREET
BOSTON, MASSACHUSETTS 02108
(617) 573-4800
================================================================================
<PAGE> 2
Wang Laboratories, Inc.
Amendment No. 1 to Schedule 14D-9
This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed by Wang Laboratories, Inc., a Delaware
corporation (the "Company") on May 10, 1999, relating to the tender offer (the
"Offer") by Getronics Acquisition, Inc., a Delaware corporation, (the
"Purchaser") disclosed in a Tender Offer Statement on Schedule 14D-1 dated May
10, 1999 (as amended, the "Schedule 14D-1"). The titles of the classes of equity
securities to which this Statement and the Offer relate are (1) the Common Stock
(including the associated rights), par value $0.01 per share (the "Common
Stock"), of the Company, (2) the depositary shares (the "Depositary Shares"), in
each case representing 1/20th of a share of Series B Cumulative Convertible
Preferred Stock, par value $0.01 per share, of the Company (the "Series B
Preferred Stock"); (3) the Series B Preferred Stock; (4) the warrants issued by
the Company pursuant to the Common Stock Purchase Warrant Agreement dated as of
October 29, 1993, between the Company and American Stock Transfer and Trust
Company ("ASTTC"), as Warrant Agent (the "Common Stock Purchase Warrants"); (5)
Series A Cumulative Convertible Preferred Stock, par value $0.01 per share, of
the Company (the "Series A Preferred Stock"); and (6) the Warrant issued by the
Company to Microsoft Corporation pursuant to the common stock purchase warrant
dated February 27, 1998 (the "Special Common Stock Purchase Warrant" and
together with the Common Stock, the Depositary Shares, the Series B Preferred
Stock, the Common Stock Purchase Warrants and the Series A Preferred Stock, the
"Offer Securities").
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES
Item 6(a) is hereby amended to add at the end thereof the following:
In connection with the Offer, the Company has allowed certain of its
executive officers to pay the exercise prices of stock options owned by
them with promissory notes (the "Notes" and, as to each officer, the
"Note") in the amounts and for the number of options set forth below.
Pursuant to the Note, each officer agrees (i) to tender into the Offer the
shares of Common Stock acquired upon exercise by that officer of his or
her stock options and (ii) to instruct the Purchaser to pay directly to
the Company a portion of the purchase price payable to such officer in
consideration of the shares tendered by such officer
<PAGE> 3
equal to the amount of the Note. If the Offer is not consummated in
accordance with its terms, the Company shall have recourse for payment to
the Common Stock of the officer tendered into the Offer and any direct or
indirect proceeds thereof.
<TABLE>
<CAPTION>
OFFICER NOTE AMOUNT NO. OF SHARES
<S> <C> <C>
Tucci $18,122,359 897,500
Notini $3,776,787 191,650
Hogan $3,505,576 185,650
Van Viniren $4,144,463 275,450
Buckingham $923,293 56,800
Brauneis $126,182 5,750
Goulden $3,664,923 184,250
Flynn $849,657 38,050
Ofman $3,445,372 150,000
</TABLE>
Item 6(b) is hereby amended to add at the end thereof the following:
(b) Intent to Tender
Microsoft Corporation has advised the Company that it has tendered
into the Offer the Series A Preferred Stock and the Special Common Stock
Warrant owned by it. In addition, as set forth in Item 8 below, the
Company and Ing. C. Olivetti & C. S.p.A. ("Olivetti") have instructed
ASTTC to tender into the Offer the 7,250,000 shares of Common Stock owned
by Olivetti.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
Item 8 is hereby amended to add at the end thereof the following:
(j) Mutual Notice of Instruction.
On June 4, 1999, the Company and Olivetti, by Mutual Notice of
Instruction (the "Notice of Instruction"), instructed ASTTC to tender into
the Offer the 7,250,000 shares of Common Stock acquired by Olivetti in
connection with the Company's purchase of Olivetti's systems and solutions
business pursuant to the Stock Purchase Agreement dated as of February 28,
1998 (as amended by Amendment No. 1 dated March 17, 1998 and Amendment No.
2 dated March 30, 1999 the "Stock Purchase Agreement") by and among the
Company and Olivetti and certain of their affiliates, and held by ASTTC in
escrow to secure Olivetti's indemnification obligations under the Stock
Purchase Agreement pursuant to the Stock Escrow Agreement dated as of
2
<PAGE> 4
March 17, 1998 (the "Stock Escrow Agreement") by and among the Company,
Olivetti and ASTTC, as stock escrow agent. The Notice of Instruction
further instructs ASTTC upon receipt of payment from the Purchaser (or its
agent) for such shares so tendered, to distribute (i) to the Company
$54,333,888 to settle certain matters pursuant to the Letter Agreement set
forth below, (ii) to a new cash escrow agent $87,222,222 to continue to
secure Olivetti's indemnification obligations under the Stock Purchase
Agreement pursuant to a new cash escrow agreement and (iii) to Olivetti
the balance of such payment as a partial release of the escrow. If all or
any portion of such shares so tendered are returned to ASTTC, the Notice of
Instruction instructs ASTTC to return such shares to escrow, and the Stock
Escrow Agreement shall remain in effect.
(k) Olivetti Letter Agreement.
On May 20, 1999, Olivetti and the Company, by letter agreement (the
"Letter Agreement"), resolved certain pending matters between them related
to the Stock Purchase Agreement. The Company and Olivetti agreed that
Olivetti will pay to the Company $54,333,888 to terminate the rights and
obligations of the Company and Olivetti and certain of their affiliates
under certain indemnification and purchase price provisions of the Stock
Purchase Agreement and agreements related to the Stock Purchase Agreement.
If the Offer is consummated in accordance with its terms, the Company will
be paid the $54,333,888 pursuant to the Notice of Instruction, as set forth
above. If the Offer is not consummated in accordance with its terms,
Olivetti will pay the $54,333,888 to the Company directly.
The Letter Agreement also provides that if the Offer is consummated in
accordance with its terms, amounts payable by the Company to Olivetti
pursuant to the Ancillary Consideration Agreement dated as of March 17,
1998 by and between the Company and Olivetti (the "Ancillary Consideration
Agreement") and the stock appreciation rights issued by the Company to
Olivetti on March 17, 1998 (the "SAR") will be paid in cash. Accordingly,
if the Offer is consummated in accordance with its terms, the Company will
pay to Olivetti (i) $43,875,000, plus any accrued and unpaid Periodic
Payment (as such term is defined in the Ancillary Consideration Agreement),
which together shall be payment in full
3
<PAGE> 5
of, and shall fully discharge, all of the Company's obligations to Olivetti
pursuant to the Ancillary Consideration Agreement and (ii) $18,360,000,
which shall be full payment of, and shall fully discharge, all of the
Company's obligations to Olivetti pursuant to the SAR. In addition, if the
Offer is consummated in accordance with its terms, the Stockholders
Agreement dated as of March 17, 1998 by and between the Company and
Olivetti will terminate and have no further force or effect.
4
<PAGE> 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
WANG LABORATORIES, INC.
By: /s/ Albert A. Notini
---------------------------------
Name: Albert A. Notini
Title: Executive Vice President
Dated: June 7, 1999
