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)
  
                            AVAIL SYSTEMS CORPORATION
                            1991 INCENTIVE STOCK 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)
  --------------------------------------------------------------------------------
  <TABLE>
                         CALCULATION OF REGISTRATION FEE
  
  <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             43,875 shares   $.9562(1)    $41,953.28(1)  $100.00
  Stock, 
  $.01 par 
  value per 
  share
  <FN>
  
  ----------------------------------------------------------------------------
  
  (1) All shares are issuable upon the exercise of outstanding options with
      fixed exercise prices.  Pursuant to Rule 457(h)(l) 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 option grants under the plan in the 
      future.
  ----------------------------------------------------------------------------
  </TABLE>
  
  
  
  <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 Avail Systems Corporation 1991
  Incentive Stock 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 the Commission, are incorporated in this 
  Registration Statement by reference:
  
           (1) The Registrant's latest annual report filed pursuant to Sections
       13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
       "Exchange Act"), or the latest prospectus filed pursuant to Rule 424(b)
       under the Securities Act that contains audited financial statements for the
       Registrant's latest fiscal year for which such statements have been filed.
  
           (2) All other reports 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 of the Registrant, $0.01 par
       value per share (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 Names Experts and Counsel
                --------------------------------------
  
           Not applicable.
  
       Item 6.  Indemnification
                ---------------
  
       Section 102 of the Delaware General Corporation Law, as amended, allows a
  corporation to eliminate the personal liability of directors of a corporation
  to the corporation or its stockholders for monetary damages for a breach of
  fiduciary duty as a director, except where the director breached his duty of
  loyalty, failed to act in good faith, engaged in intentional misconduct or
  knowingly violated a law, authorized the payment of a dividend or approved a
  stock repurchase in violation of Delaware corporate law or obtained an improper
  personal benefit.
  
       Section 145 of the Delaware General Corporate Law authorizes a court to
  award, or a corporation's Board of Directors to grant, 
  
  <PAGE>   3
  
  indemnification to directors and officers in terms sufficiently broad to permit
  such indemnification under certain circumstances for liabilities (including
  reimbursement for expenses incurred) arising under the Securities Act of 1933,
  as amended (the "Securities Act"). 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 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.
  
  <PAGE>   4
  
            (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 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.
  
  <TABLE>
           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:
  
  <CAPTION>
  Signature                   Title                                                    Date
  ---------
                                                                                                   
  <S>                         <C>                                                      <C>         
  /s/ Joseph M. Tucci         Chairman of the Board, Chief Executive Officer and       February 29, 1996
  -------------------------   Director                                                            
  Joseph M. Tucci             (Principal Executive Officer)                                       
                                                                                                  
  /s/ Franklyn A. Caine       Executive Vice President and Chief Financial Officer     February 29, 1996
  -------------------------   (Principal Financial Officer)                                       
  Franklyn A. Caine                                                                               
                                                                                                  
  /s/ Gregory C. Thompson     Vice President and Corporate Controller                  February 29, 1996
  -------------------------   (Principal Accounting Officer)                                      
  Gregory C. Thompson                                                                             
                                                                                                  
  /s/ David A. Boucher        Director                                                 February 29, 1996
  -------------------------
  David A. Boucher            
  </TABLE>
  
  <PAGE>   6
  <TABLE>
  <S>                           <C>                    <C>
  
  /s/ Marcia J. Hooper          Director               February 29, 1996
  -----------------------                      
  Marcia J. Hooper                         
  
  /s/ Joseph J. Kroger          Director               February 29, 1996
  -----------------------                      
  Joseph J. Kroger                         
  
  /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>   7
  
  
  <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 Skadden, Arps, Slate, Meagher & Flom 
          
  23.1    Consent of Skadden, Arps, Slate, Meagher & Flom (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)
  
  
  
  
  
  
  
  <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. 0-22470) filed on September 27, 1993.
  
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "AVAIL SYSTEMS CORP 1991 INCENTIVE STOCK OPTION", "secsgml_size_bytes": 16473}]
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": "333-01335", "film-number": "96529382"}, "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)
  
                            AVAIL SYSTEMS CORPORATION
                            1991 INCENTIVE STOCK 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             43,875 shares   $.9562(1)    $41,953.28(1)  $100.00
  Stock, 
  $.01 par 
  value per 
  share
  ----------------------------------------------------------------------------
  
  (1) All shares are issuable upon the exercise of outstanding options with
      fixed exercise prices.  Pursuant to Rule 457(h)(l) 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 option 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 Avail Systems Corporation 1991
  Incentive Stock 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 the Commission, are incorporated in this 
  Registration Statement by reference:
  
           (1) The Registrant's latest annual report filed pursuant to Sections
       13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
       "Exchange Act"), or the latest prospectus filed pursuant to Rule 424(b)
       under the Securities Act that contains audited financial statements for the
       Registrant's latest fiscal year for which such statements have been filed.
  
           (2) All other reports 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 of the Registrant, $0.01 par
       value per share (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 Names Experts and Counsel
                --------------------------------------
  
           Not applicable.
  
       Item 6.  Indemnification
                ---------------
  
       Section 102 of the Delaware General Corporation Law, as amended, allows a
  corporation to eliminate the personal liability of directors of a corporation
  to the corporation or its stockholders for monetary damages for a breach of
  fiduciary duty as a director, except where the director breached his duty of
  loyalty, failed to act in good faith, engaged in intentional misconduct or
  knowingly violated a law, authorized the payment of a dividend or approved a
  stock repurchase in violation of Delaware corporate law or obtained an improper
  personal benefit.
  
       Section 145 of the Delaware General Corporate Law authorizes a court to
  award, or a corporation's Board of Directors to grant,
  3
  
  indemnification to directors and officers in terms sufficiently broad to permit
  such indemnification under certain circumstances for liabilities (including
  reimbursement for expenses incurred) arising under the Securities Act of 1933,
  as amended (the "Securities Act"). 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 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.
  4
  
            (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 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 Executive Officer and       February 29, 1996
  -------------------------   Director                                                            
  Joseph M. Tucci             (Principal Executive Officer)                                       
                                                                                                  
  /s/ Franklyn A. Caine       Executive Vice President and Chief Financial Officer     February 29, 1996
  -------------------------   (Principal Financial Officer)                                       
  Franklyn A. Caine                                                                               
                                                                                                  
  /s/ Gregory C. Thompson     Vice President and Corporate Controller                  February 29, 1996
  -------------------------   (Principal Accounting Officer)                                      
  Gregory C. Thompson                                                                             
                                                                                                  
  /s/ David A. Boucher        Director                                                 February 29, 1996
  -------------------------
  David A. Boucher
  6
  /s/ Marcia J. Hooper          Director               February 29, 1996
  -----------------------                      
  Marcia J. Hooper                         
  
  /s/ Joseph J. Kroger          Director               February 29, 1996
  -----------------------                      
  Joseph J. Kroger                         
  
  /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
  7
  
                                    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 Skadden, Arps, Slate, Meagher & Flom 
          
  23.1    Consent of Skadden, Arps, Slate, Meagher & Flom (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)
  -------------------------------
  
  *  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. 0-22470) filed on September 27, 1993.