<PAGE>   1

As filed with the Securities and Exchange Commission on April 29, 1999.
                                                               No. 333-_________
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             WANG LABORATORIES, INC.
               (Exact name of issuer as specified in its charter)

            DELAWARE                                            04-2192707
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                           Identification Number)

            290 CONCORD ROAD                                     
        BILLERICA, MASSACHUSETTS                                  01821
(Address of Principal Executive Offices)                        (Zip Code)

       J.G. VANDYKE & ASSOCIATES, INC. EMPLOYEES' STOCK INCENTIVE PLAN
                            (Full title of the Plan)

                             ALBERT A. NOTINI, ESQ.
                             WANG LABORATORIES, INC.
                                290 CONCORD ROAD
                         BILLERICA, MASSACHUSETTS 01821
                     (Name and address of agent for service)

                                 (978) 625-5000
          (Telephone number, including area code, of agent for service)

                                   ----------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================
                                           Proposed maximum     Proposed maximum
Title of securities        Amount to be     offering price         aggregate            Amount of
 to be registered           registered        per share          offering price      registration fee
-----------------------------------------------------------------------------------------------------
<S>                       <C>                <C>                 <C>                   <C>
Common Stock, $.01        50,000 shares      $25.37 (1)          $1,268,500(1)         $3,526.43
par value per share
=====================================================================================================
</TABLE>

(1)  All shares are issuable upon the exercise of outstanding options with fixed
     exercise prices. Pursuant to Rule 457(h)(1) of the Securities Act of 1933,
     the aggregate offering price and the fee have been computed upon the basis
     of the prices at which the options may be exercised. The offering price per
     share set forth for such shares is the weighted average of the exercise
     prices per share at which such options are exercisable. All of the options
     granted pursuant to this plan are being registered hereby. There will be no
     additional grants under the plan in the future.




<PAGE>   2

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  The information required by Part I of Form S-8 is included in
documents sent or given to participants in Registrant's [VanDyke Stock Option
Plan] pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                  Wang Laboratories, Inc. (the "Registrant") is subject to the
informational and reporting requirements of Sections 13(a), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). The following
documents, which are filed with Commission, are incorporated into this
Registration Statement by reference:

                  (1)      The Registrant's latest transition report on Form
         10-K filed pursuant to Sections 13(a) or 15(d) of the Exchange Act, or
         the latest prospectus filed pursuant to Rule 424(b) under the
         Securities Act of 1933 (the "Securities Act") that contains audited
         financial statements for the Registrant for the six-month period
         ended December 31, 1998 for which such statements have been filed.

                  (2)      All other reports of the Registrant filed pursuant to
         Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal
         year covered by the annual report or the prospectus referred to in (1)
         above.

                  (3)      The description of the Common Stock contained in a
         Registration Statement filed under the Exchange Act, including any
         amendment or report filed for the purpose of updating such description.

                  All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all shares of Common Stock then remaining unsold,
shall be deemed to be incorporated by reference herein and to be part hereof
from the date of the filing of such documents.

         Item 4.  DESCRIPTION OF SECURITIES

                  Not applicable.

         Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Counsel for the Registrant, Albert A. Notini, Esq., who has
given an opinion on the validity of the securities being



<PAGE>   3

registered, is a security holder, officer and an employee of the Registrant.

         Item 6.  INDEMNIFICATION

                  Section 145 of the General Corporate Law of Delaware provides
that a corporation has the power to indemnify a director, officer, employee or
agent of the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he or she is or is threatened
to made a party by reason of such position, if such person shall have acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the corporation, and, in any criminal proceeding, if such
person had no reasonable cause to believe his or her conduct was unlawful;
provided that, in the case of actions brought by or in the right of the
corporation, no indemnification shall be made with respect to any matter as to
which such person shall have been adjudged to be liable to the corporation
unless and to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances. Article TENTH of Registrant's
Certificate of Incorporation provides for indemnification of its directors and
officers to the maximum extent permitted by the Delaware General Corporation
Law.

         Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

         Item 8.  EXHIBITS

                  The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.

         Item 9.  UNDERTAKINGS

         1.       The Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
         are being made, a post-effective amendment to this Registration
         Statement:

                  (i)      To include any prospectus required by Section
         10(a)(3) of the Securities Act;

                  (ii)     To reflect in the prospectus any facts or events
         arising after the effective date of the Registration Statement (or the
         most recent post-effective amendment thereof) which, individually or in
         the aggregate, represent a fundamental change in the information set
         forth in the Registration Statement; and

                  (iii)    To include any material information with respect to
         the plan of distribution not previously disclosed in the 


<PAGE>   4
         Registration Statement or any material change to such information in
         the Registration Statement;

                  PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply
         if the Registration Statement is on Form S-3 or Form S-8, and the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed with or
         furnished to the Commission by the Registrant pursuant to Section 13 or
         Section 15(d) of the Exchange Act that are incorporated by reference in
         the Registration Statement.

                  (2)      That, for the purposes of determining any liability
         under the Securities Act, each such post-effective amendment shall be
         deemed to be a new Registration Statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3)      To remove from registration by means of a
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

         2.       The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         3.       Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.



<PAGE>   5
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf of the undersigned, thereunto duly
authorized, in the Town of Billerica, Commonwealth of Massachusetts, on this
21st day of April, 1999.



                                             WANG LABORATORIES, INC.


                                             By: /s/ John P. Cunningham
                                                 ------------------------------
                                                 John P. Cunningham
                                                 Executive Vice President and
                                                 Chief Financial Officer



                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Wang Laboratories, Inc.
hereby severally constitute Albert A. Notini and John A. Burgess, and each of
them singly, our true and lawful attorneys with full power to them, and each of
them singly, to sign for us and in our names in the capacities indicated below,
the Registration Statement on Form S-8 filed herewith and any and all subsequent
amendments to said Registration Statement, and generally to do all such things
in our names and behalf in our capacities as officers and directors to enable
Wang Laboratories, Inc. to comply with all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by said attorneys, or any of them, to said Registration Statement and
any and all amendments thereto.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:


Signature                                Title                       Date
---------                                -----                       ----


/s/ Joseph M. Tucci            Chairman of the Board, Chief      April 21, 1999
---------------------------    Executive Officer and Director
Joseph M. Tucci                (Principal Executive Officer)


/s/ John P. Cunningham         Executive Vice President          April 21, 1999
---------------------------    and Chief Financial Officer
John P. Cunningham             (Principal Financial Officer)


/s/ Paul F. Brauneis           Vice President and Controller     April 21, 1999 
---------------------------    (Principal Accounting Officer)
Paul F. Brauneis               


/s/ David A. Boucher           Director                          April 21, 1999 
---------------------------
David A. Boucher




<PAGE>   6


/s/ Michael W. Brown           Director                          April 21, 1999
---------------------------
Michael W. Brown


                               Director                          
---------------------------                                    
Roberto Colaninno                                              
                                                               
                                                               
                               Director                          
---------------------------                                    
Sergio Erede                                                   
                                                               
                                                               
/s/ Marcia J. Hooper           Director                          April 21, 1999
---------------------------                                    
Marcia J. Hooper                                               
                                                               
                                                               
/s/ Joseph J. Kroger           Director                          April 21, 1999
---------------------------                                    
Joseph J. Kroger                                               
                                                               
                                                               
/s/ Raymond C. Kurzweil        Director                          April 21, 1999
---------------------------                                    
Raymond C. Kurzweil                                            
                                                               
                                                               
/s/ Axel J. Leblois            Director                          April 21, 1999
---------------------------                                    
Axel J. Leblois                                                
                                                               
                                                               
/s/ Frederick A. Wang          Director                          April 21, 1999
---------------------------                                    
Frederick A. Wang                                              
                                                               
                                                               
/s/ John P. White              Director                          April 21, 1999
---------------------------                                    
John P. White                                                  
                                                               
                                                               




<PAGE>   7
                                  EXHIBIT INDEX

4.1*     Certificate of Incorporation of the Registrant, as amended

4.2**    By-Laws of the Registrant, as amended

5.1      Opinion of Wang's General Counsel

23.1     Consent of Wang's General Counsel (included in Exhibit 5.1)

23.2     Consent of Ernst & Young, LLP

24.1     Power of Attorney (included on page 5 of the Registration Statement)

----------

*    The Certificate of Incorporation, as amended through April 17, 1995, is
     filed as an exhibit to the Registrant's Registration Statement on Form S-3
     (File No. 33-58117), filed on April 19, 1995, and is incorporated herein by
     reference. The Certificate of Designation with respect to the Registrant's
     4 1/2% Series A Cumulative Convertible Preferred Stock is filed as an
     exhibit to the Registrant's Annual Report on Form 10-K for the fiscal year
     ended June 30, 1995, and is incorporated herein by reference. The
     Certificate of Elimination with respect to the Registrant's 11%
     Exchangeable Preferred Stock and The Certificate of Designation with
     respect to the Registrant's 6 1/2% Series B Cumulative Convertible
     Preferred Stock are filed as exhibits to the Registrant's Quarterly Report
     on Form 10-Q for the quarterly period ended March 31, 1996 and are
     incorporated herein by reference. A Certificate of Ownership and the
     Certificate of Designation with respect to the Registrant's Series C Junior
     Participating Preferred Stock are filed as an exhibit to the Registration
     Statement on Form S-8 (File No. 333-77319) filed on April 29, 1999,
     and are incorporated herein by reference.

**   Filed as an Exhibit to the Registrant's Registration Statement on Form 8-A
     (File No. 0-22470), filed on September 27, 1993, as amended by amendments
     filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for
     the quarterly period ended December 31, 1995, each of which are
     incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "description": "WANG LABORATORIES, INC.", "secsgml_size_bytes": 18968}]
{"company-data": {"conformed-name": "WANG LABORATORIES INC", "cik": "0000104519", "assigned-sic": "7372", "irs-number": "042192707", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-77347", "film-number": "99604805"}, "business-address": {"street1": "290 CONCORD ROAD", "city": "BILLERICA", "state": "MA", "zip": "01821-4120", "phone": "9789675000"}, "mail-address": {"street1": "290 CONCORD ROAD", "city": "BILLERICA", "state": "MA", "zip": "01821-4120"}}
1

As filed with the Securities and Exchange Commission on April 29, 1999.
                                                               No. 333-_________
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             WANG LABORATORIES, INC.
               (Exact name of issuer as specified in its charter)

            DELAWARE                                            04-2192707
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                           Identification Number)

            290 CONCORD ROAD                                     
        BILLERICA, MASSACHUSETTS                                  01821
(Address of Principal Executive Offices)                        (Zip Code)

       J.G. VANDYKE & ASSOCIATES, INC. EMPLOYEES' STOCK INCENTIVE PLAN
                            (Full title of the Plan)

                             ALBERT A. NOTINI, ESQ.
                             WANG LABORATORIES, INC.
                                290 CONCORD ROAD
                         BILLERICA, MASSACHUSETTS 01821
                     (Name and address of agent for service)

                                 (978) 625-5000
          (Telephone number, including area code, of agent for service)

                                   ----------

                         CALCULATION OF REGISTRATION FEE
=====================================================================================================
                                           Proposed maximum     Proposed maximum
Title of securities        Amount to be     offering price         aggregate            Amount of
 to be registered           registered        per share          offering price      registration fee
-----------------------------------------------------------------------------------------------------
Common Stock, $.01        50,000 shares      $25.37 (1)          $1,268,500(1)         $3,526.43
par value per share
=====================================================================================================
(1)  All shares are issuable upon the exercise of outstanding options with fixed
     exercise prices. Pursuant to Rule 457(h)(1) of the Securities Act of 1933,
     the aggregate offering price and the fee have been computed upon the basis
     of the prices at which the options may be exercised. The offering price per
     share set forth for such shares is the weighted average of the exercise
     prices per share at which such options are exercisable. All of the options
     granted pursuant to this plan are being registered hereby. There will be no
     additional grants under the plan in the future.
2

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  The information required by Part I of Form S-8 is included in
documents sent or given to participants in Registrant's [VanDyke Stock Option
Plan] pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                  Wang Laboratories, Inc. (the "Registrant") is subject to the
informational and reporting requirements of Sections 13(a), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). The following
documents, which are filed with Commission, are incorporated into this
Registration Statement by reference:

                  (1)      The Registrant's latest transition report on Form
         10-K filed pursuant to Sections 13(a) or 15(d) of the Exchange Act, or
         the latest prospectus filed pursuant to Rule 424(b) under the
         Securities Act of 1933 (the "Securities Act") that contains audited
         financial statements for the Registrant for the six-month period
         ended December 31, 1998 for which such statements have been filed.

                  (2)      All other reports of the Registrant filed pursuant to
         Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal
         year covered by the annual report or the prospectus referred to in (1)
         above.

                  (3)      The description of the Common Stock contained in a
         Registration Statement filed under the Exchange Act, including any
         amendment or report filed for the purpose of updating such description.

                  All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all shares of Common Stock then remaining unsold,
shall be deemed to be incorporated by reference herein and to be part hereof
from the date of the filing of such documents.

         Item 4.  DESCRIPTION OF SECURITIES

                  Not applicable.

         Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Counsel for the Registrant, Albert A. Notini, Esq., who has
given an opinion on the validity of the securities being
3

registered, is a security holder, officer and an employee of the Registrant.

         Item 6.  INDEMNIFICATION

                  Section 145 of the General Corporate Law of Delaware provides
that a corporation has the power to indemnify a director, officer, employee or
agent of the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he or she is or is threatened
to made a party by reason of such position, if such person shall have acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the corporation, and, in any criminal proceeding, if such
person had no reasonable cause to believe his or her conduct was unlawful;
provided that, in the case of actions brought by or in the right of the
corporation, no indemnification shall be made with respect to any matter as to
which such person shall have been adjudged to be liable to the corporation
unless and to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances. Article TENTH of Registrant's
Certificate of Incorporation provides for indemnification of its directors and
officers to the maximum extent permitted by the Delaware General Corporation
Law.

         Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Not applicable.

         Item 8.  EXHIBITS

                  The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.

         Item 9.  UNDERTAKINGS

         1.       The Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
         are being made, a post-effective amendment to this Registration
         Statement:

                  (i)      To include any prospectus required by Section
         10(a)(3) of the Securities Act;

                  (ii)     To reflect in the prospectus any facts or events
         arising after the effective date of the Registration Statement (or the
         most recent post-effective amendment thereof) which, individually or in
         the aggregate, represent a fundamental change in the information set
         forth in the Registration Statement; and

                  (iii)    To include any material information with respect to
         the plan of distribution not previously disclosed in the
4
         Registration Statement or any material change to such information in
         the Registration Statement;

                  PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply
         if the Registration Statement is on Form S-3 or Form S-8, and the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed with or
         furnished to the Commission by the Registrant pursuant to Section 13 or
         Section 15(d) of the Exchange Act that are incorporated by reference in
         the Registration Statement.

                  (2)      That, for the purposes of determining any liability
         under the Securities Act, each such post-effective amendment shall be
         deemed to be a new Registration Statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3)      To remove from registration by means of a
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

         2.       The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         3.       Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
5
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf of the undersigned, thereunto duly
authorized, in the Town of Billerica, Commonwealth of Massachusetts, on this
21st day of April, 1999.

                                             WANG LABORATORIES, INC.

                                             By: /s/ John P. Cunningham
                                                 ------------------------------
                                                 John P. Cunningham
                                                 Executive Vice President and
                                                 Chief Financial Officer

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Wang Laboratories, Inc.
hereby severally constitute Albert A. Notini and John A. Burgess, and each of
them singly, our true and lawful attorneys with full power to them, and each of
them singly, to sign for us and in our names in the capacities indicated below,
the Registration Statement on Form S-8 filed herewith and any and all subsequent
amendments to said Registration Statement, and generally to do all such things
in our names and behalf in our capacities as officers and directors to enable
Wang Laboratories, Inc. to comply with all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by said attorneys, or any of them, to said Registration Statement and
any and all amendments thereto.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

Signature                                Title                       Date
---------                                -----                       ----

/s/ Joseph M. Tucci            Chairman of the Board, Chief      April 21, 1999
---------------------------    Executive Officer and Director
Joseph M. Tucci                (Principal Executive Officer)

/s/ John P. Cunningham         Executive Vice President          April 21, 1999
---------------------------    and Chief Financial Officer
John P. Cunningham             (Principal Financial Officer)

/s/ Paul F. Brauneis           Vice President and Controller     April 21, 1999 
---------------------------    (Principal Accounting Officer)
Paul F. Brauneis               

/s/ David A. Boucher           Director                          April 21, 1999 
---------------------------
David A. Boucher
6

/s/ Michael W. Brown           Director                          April 21, 1999
---------------------------
Michael W. Brown

                               Director                          
---------------------------                                    
Roberto Colaninno                                              
                                                               
                                                               
                               Director                          
---------------------------                                    
Sergio Erede                                                   
                                                               
                                                               
/s/ Marcia J. Hooper           Director                          April 21, 1999
---------------------------                                    
Marcia J. Hooper                                               
                                                               
                                                               
/s/ Joseph J. Kroger           Director                          April 21, 1999
---------------------------                                    
Joseph J. Kroger                                               
                                                               
                                                               
/s/ Raymond C. Kurzweil        Director                          April 21, 1999
---------------------------                                    
Raymond C. Kurzweil                                            
                                                               
                                                               
/s/ Axel J. Leblois            Director                          April 21, 1999
---------------------------                                    
Axel J. Leblois                                                
                                                               
                                                               
/s/ Frederick A. Wang          Director                          April 21, 1999
---------------------------                                    
Frederick A. Wang                                              
                                                               
                                                               
/s/ John P. White              Director                          April 21, 1999
---------------------------                                    
John P. White
7
                                  EXHIBIT INDEX

4.1*     Certificate of Incorporation of the Registrant, as amended

4.2**    By-Laws of the Registrant, as amended

5.1      Opinion of Wang's General Counsel

23.1     Consent of Wang's General Counsel (included in Exhibit 5.1)

23.2     Consent of Ernst & Young, LLP

24.1     Power of Attorney (included on page 5 of the Registration Statement)

----------

*    The Certificate of Incorporation, as amended through April 17, 1995, is
     filed as an exhibit to the Registrant's Registration Statement on Form S-3
     (File No. 33-58117), filed on April 19, 1995, and is incorporated herein by
     reference. The Certificate of Designation with respect to the Registrant's
     4 1/2% Series A Cumulative Convertible Preferred Stock is filed as an
     exhibit to the Registrant's Annual Report on Form 10-K for the fiscal year
     ended June 30, 1995, and is incorporated herein by reference. The
     Certificate of Elimination with respect to the Registrant's 11%
     Exchangeable Preferred Stock and The Certificate of Designation with
     respect to the Registrant's 6 1/2% Series B Cumulative Convertible
     Preferred Stock are filed as exhibits to the Registrant's Quarterly Report
     on Form 10-Q for the quarterly period ended March 31, 1996 and are
     incorporated herein by reference. A Certificate of Ownership and the
     Certificate of Designation with respect to the Registrant's Series C Junior
     Participating Preferred Stock are filed as an exhibit to the Registration
     Statement on Form S-8 (File No. 333-77319) filed on April 29, 1999,
     and are incorporated herein by reference.

**   Filed as an Exhibit to the Registrant's Registration Statement on Form 8-A
     (File No. 0-22470), filed on September 27, 1993, as amended by amendments
     filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for
     the quarterly period ended December 31, 1995, each of which are
     incorporated herein by reference.