content: <PAGE>   1
                                                                   
              As filed with the Securities and Exchange Commission
                              on February 29, 1996.
                                                                   
                                           Registration 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)
                                                           
            600 TECHNOLOGY PARK DRIVE                    01821
            BILLERICA, MASSACHUSETTS                       
    (Address of Principal Executive Offices)          (Zip Code)
                                  
                         EMPLOYEES' STOCK INCENTIVE PLAN
                            (Full title of the Plan)
                                  
                             ALBERT A. NOTINI, ESQ.
                             WANG LABORATORIES, INC.
                            600 TECHNOLOGY PARK DRIVE
                         BILLERICA, MASSACHUSETTS 01821
                     (Name and address of agent for service)
                                  
                                 (508) 967-5000
          (Telephone number, including area code, of agent for service)
      ____________________________________________________________________
                         CALCULATION OF REGISTRATION FEE
                                  
  <TABLE>
  <CAPTION>
                                Proposed     Proposed    
  Title of                      maximum      maximum     
  securities       Amount       offering     aggregate            Amount of
  to be            to be        price per    offering             registration
  registered       registered   share        price                fee
  ----------       ----------   ---------    ---------            ----------
  
  <S>              <C>          <C>          <C>                  <C>
  Common Stock,    4,938,284    $24,125(1)   $119,136,101.50(1)   $41,081.34
  $.01 par value   shares                                   
  per share              
                    
                    
  <FN>
  ______________________________________________________________________________
                                  
  (1)  Estimated solely for the purpose of calculating the registration fee, and
       based upon the average of the high and low prices of the Registrant's
       Common Stock on the NASDAQ National Market on February 27, 1996 in
       accordance with Rules 457(c) and 457(h) of the Securities Act of 1933.
  ______________________________________________________________________________
  </TABLE>
  
  <PAGE>   2
                                  
                                  
                     Statement of Incorporation By Reference
                     ---------------------------------------
               
           This Registration Statement on Form S-8 incorporates by reference the
  contents of (i) Part I and (ii) Part II of the Registration Statement on Form
  S-8, File No. 33-89912, filed by the Registrant on March 2, 1995 relating to the
  Registrant's Employees' Stock Incentive Plan.
  
  <PAGE>   3
                                    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 City of Billerica, Commonwealth of Massachusetts, on this
  29th day of February, 1996
  
                                     WANG LABORATORIES, INC.
  
  
                                     By: /s/ Franklyn A. Caine
                                         ----------------------
                                         Franklyn A. Caine
                                         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:
  
  
  <TABLE>
  <CAPTION>
  Signature                 Title                           Date
  ---------                 -----                           ----
  
  <S>                       <C>                             <C>
  
  /s/ Joseph M. Tucci       Chairman of the Board, Chief    February 29, 1996
  -----------------------   Executive Officer and Director  
  Joseph M. Tucci           (Principal Executive Officer)
   
                        
  /s/ Franklyn A. Caine     Executive Vice President and    February 29, 1996  
  -----------------------   Chief Financial Officer          
  Franklyn A. Caine         Financial Officer)
                         
                          
  /s/ Gregory C. Thompson   Vice President and Corporate    February 29, 1996   
  -----------------------   Controller                      
  Gregory C. Thompson       (Principal Accounting Officer)
                          
  
  /s/ David A. Boucher      Director                        February 29, 1996 
  ----------------------- 
  David A. Boucher                                        
  
  
  /s/ Marcia J. Hooper      Director                        February 29, 1996
  ----------------------- 
  Marcia J. Hooper                                        
  
  /s/ Joseph J. Kroger      Director                        February 29, 1996
  ----------------------- 
  Joseph J. Kroger                                        
  
  </TABLE>
  <PAGE>   4
  <TABLE>
  <S>                            <C>                     <C>
  
  /s/ Raymond C. Kurzweil        Director                February 29, 1996
  -----------------------   
  Raymond C. Kurzweil                                     
  
  /s/ Axel J. Leblois            Director                February 29, 1996
  -----------------------   
  Axel J. Leblois                                         
  
  /s/ Paul E. Tsongas            Director                February 29, 1996
  -----------------------   
  Paul E. Tsongas                                         
  
  /s/ Frederick A. Wang          Director                February 29, 1996
  ----------------------- 
  Frederick A. Wang                                       
  </TABLE>
  
  <PAGE>   5
  
  
  <TABLE>
  
                           EXHIBIT INDEX
                           -------------
  
  <S>    <C>       
  4.1*   Certificate of Incorporation of the Registrant
  
  4.2*   By-Laws of the Registrant, as amended to date
  
  5.1    Opinion of Hale & Dorr
  
  23.1   Consent of Hale & Dorr (included in Exhibit 5.1)
  
  23.2   Consent of Ernst & Young, LLP
  
  24.1   Power of Attorney (included on page 3 of the Registration Statement)
  
                                  
  
  
  
  
  
  
  <FN>
  _______________________________
  
  *  Filed as an Exhibit to the Registrant's quarterly report on 10-Q for the 
     quarter ended December 31, 1994.
  ** Filed as an Exhibit to the Registrant's Registration Statement on Form 8-A 
     (File No. 0-2247) filed on September 27, 1993.
  
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "WANG LABORATORIES REGISTRATION STATEMENT S-8", "secsgml_size_bytes": 8520}]
metadata_filer: {"company-data": {"conformed-name": "WANG LABORATORIES INC", "cik": "0000104519", "assigned-sic": "3570", "irs-number": "042192707", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-01333", "film-number": "96529344"}, "business-address": {"street1": "600 TECHNOLOGY PARK DRIVE", "city": "BILLERICA", "state": "MA", "zip": "01821-4120", "phone": "5089675000"}, "mail-address": {"street1": "600 TECHNOLOGY PARK DRIVE", "street2": "MAILSTOP 014-B3C", "city": "BILLERICA", "state": "MA", "zip": "01821-4120"}}
text: 1
                                                                   
              As filed with the Securities and Exchange Commission
                              on February 29, 1996.
                                                                   
                                           Registration 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)
                                                           
            600 TECHNOLOGY PARK DRIVE                    01821
            BILLERICA, MASSACHUSETTS                       
    (Address of Principal Executive Offices)          (Zip Code)
                                  
                         EMPLOYEES' STOCK INCENTIVE PLAN
                            (Full title of the Plan)
                                  
                             ALBERT A. NOTINI, ESQ.
                             WANG LABORATORIES, INC.
                            600 TECHNOLOGY PARK DRIVE
                         BILLERICA, MASSACHUSETTS 01821
                     (Name and address of agent for service)
                                  
                                 (508) 967-5000
          (Telephone number, including area code, of agent for service)
      ____________________________________________________________________
                         CALCULATION OF REGISTRATION FEE
  Proposed     Proposed    
  Title of                      maximum      maximum     
  securities       Amount       offering     aggregate            Amount of
  to be            to be        price per    offering             registration
  registered       registered   share        price                fee
  ----------       ----------   ---------    ---------            ----------
  Common Stock,    4,938,284    $24,125(1)   $119,136,101.50(1)   $41,081.34
  $.01 par value   shares                                   
  per share
  ______________________________________________________________________________
                                  
  (1)  Estimated solely for the purpose of calculating the registration fee, and
       based upon the average of the high and low prices of the Registrant's
       Common Stock on the NASDAQ National Market on February 27, 1996 in
       accordance with Rules 457(c) and 457(h) of the Securities Act of 1933.
  ______________________________________________________________________________
  2
                                  
                                  
                     Statement of Incorporation By Reference
                     ---------------------------------------
               
           This Registration Statement on Form S-8 incorporates by reference the
  contents of (i) Part I and (ii) Part II of the Registration Statement on Form
  S-8, File No. 33-89912, filed by the Registrant on March 2, 1995 relating to the
  Registrant's Employees' Stock Incentive Plan.
  3
                                    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 City of Billerica, Commonwealth of Massachusetts, on this
  29th day of February, 1996
  
                                     WANG LABORATORIES, INC.
  
                                     By: /s/ Franklyn A. Caine
                                         ----------------------
                                         Franklyn A. Caine
                                         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    February 29, 1996
  -----------------------   Executive Officer and Director  
  Joseph M. Tucci           (Principal Executive Officer)
   
                        
  /s/ Franklyn A. Caine     Executive Vice President and    February 29, 1996  
  -----------------------   Chief Financial Officer          
  Franklyn A. Caine         Financial Officer)
                         
                          
  /s/ Gregory C. Thompson   Vice President and Corporate    February 29, 1996   
  -----------------------   Controller                      
  Gregory C. Thompson       (Principal Accounting Officer)
                          
  
  /s/ David A. Boucher      Director                        February 29, 1996 
  ----------------------- 
  David A. Boucher                                        
  
  /s/ Marcia J. Hooper      Director                        February 29, 1996
  ----------------------- 
  Marcia J. Hooper                                        
  
  /s/ Joseph J. Kroger      Director                        February 29, 1996
  ----------------------- 
  Joseph J. Kroger
  4
  /s/ Raymond C. Kurzweil        Director                February 29, 1996
  -----------------------   
  Raymond C. Kurzweil                                     
  
  /s/ Axel J. Leblois            Director                February 29, 1996
  -----------------------   
  Axel J. Leblois                                         
  
  /s/ Paul E. Tsongas            Director                February 29, 1996
  -----------------------   
  Paul E. Tsongas                                         
  
  /s/ Frederick A. Wang          Director                February 29, 1996
  ----------------------- 
  Frederick A. Wang
  5
  
                           EXHIBIT INDEX
                           -------------
  4.1*   Certificate of Incorporation of the Registrant
  
  4.2*   By-Laws of the Registrant, as amended to date
  
  5.1    Opinion of Hale & Dorr
  
  23.1   Consent of Hale & Dorr (included in Exhibit 5.1)
  
  23.2   Consent of Ernst & Young, LLP
  
  24.1   Power of Attorney (included on page 3 of the Registration Statement)
  _______________________________
  
  *  Filed as an Exhibit to the Registrant's quarterly report on 10-Q for the 
     quarter ended December 31, 1994.
  ** Filed as an Exhibit to the Registrant's Registration Statement on Form 8-A 
     (File No. 0-2247) filed on September 27, 1993.