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As filed with the Securities and Exchange Commission on October 8, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LASON, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE
(State or other jurisdiction of
incorporation or organization)
7398
(Primary Standard Industrial
Classification Code Number)
38-3214743
(I.R.S. Employer
Identification Number)
1305 STEPHENSON HIGHWAY
TROY, MICHIGAN 48083
TELEPHONE: (810) 597-5800
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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GARY L. MONROE, CHIEF EXECUTIVE OFFICER
1305 STEPHENSON HIGHWAY
TROY, MICHIGAN 48083
TELEPHONE: (810) 597-5800
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
H. KURT VON MOLTKE
KIRKLAND & ELLIS
200 EAST RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
LAURENCE B. DEITCH
SEYBURN, KAHN, GINN,
BESS, DEITCH AND SERLIN
2000 TOWN CENTER, SUITE 1500
SOUTHFIELD, MICHIGAN 48075
LELAND E. HUTCHINSON
WINSTON & STRAWN
35 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60601
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-09799
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Each Class of Proposed Maximum Aggregate Amount of
Securities to be Registered Offering Price(1) Registration Fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stock, par value $0.01 per share.......... $1,725,000 $523
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</TABLE>
(1) Calculated using the public offering price of $17.00 per share in
accordance with Rule 457.
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The information in the
Registration Statement on Form S-1 (Reg. No. 333-09799) filed by Lason, Inc.
with the Securities and Exchange Commission (the "Commission") on August 8,
1996, as amended by Amendment No. 1 thereto, filed with the Commission on
August 30, 1996, by Amendment No. 2 thereto, filed with the Commission on
September 11, 1996, by Amendment No. 3 thereto, filed with the Commission on
September 20, 1996, by Amendment No. 4 thereto, filed with the Commission on
October 7, 1996, and by Amendment No. 5 thereto, filed with the Commission on
October 8, 1996, and which was declared effective on October 8, 1996, is
incorporated herein by reference.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 16. EXHIBITS
(a) EXHIBITS. All Exhibits filed with the Registration Statement on Form
S-1 (Reg. No. 333-09799) are incorporated by reference into, and shall be
deemed part of, this Registration Statement, except the following, which are
filed herewith:
23.1 Consent of Coopers & Lybrand L.L.P.
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Troy, State of
Michigan on October 8, 1996.
Lason, Inc.
By: /s/ WILLIAM J. RAUWERDINK
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William J. Rauwerdink
Executive Vice President
* * * *
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on October 8, 1996, by the following
persons in the capacities indicated:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
- ------------------------------------------- ---------------------------------------------
<S> <C>
ROBERT A. YANOVER* Chairman of the Board
- -------------------------------------------
Robert A. Yanover
GARY L. MONROE* Chief Executive Officer (principal executive
- ------------------------------------------- officer) and Director
Gary L. Monroe
ALLEN J. NESBITT* President and Director
- -------------------------------------------
Allen J. Nesbitt
/s/ WILLIAM J. RAUWERDINK Executive Vice President, Chief Financial
- ------------------------------------------- Officer, Treasurer and Secretary (principal
William J. Rauwerdink financial and accounting officer)
DONALD M. GLEKLEN* Director
- -------------------------------------------
Donald M. Gleklen
BRUCE V. RAUNER* Director
- -------------------------------------------
Bruce V. Rauner
JOSEPH P. NOLAN* Director
- -------------------------------------------
Joseph P. Nolan
*By: /s/ WILLIAM J. RAUWERDINK
- -------------------------------------------
Attorney-in-fact
</TABLE>
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
5 Opinion of Kirkland & Ellis regarding legality of securities being
registered, incorporated by reference to Exhibit 5 of the Company's
Form S-1 Registration Statement (Reg. No. 333-09799)
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Kirkland & Ellis - included in Exhibit 5
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the use in this Registration Statement on Form S-1, of our report
dated March 31, 1996, except for Note 6, as to which the date is July 10, 1996,
and Note 15, as to which the date is August 16, 1996, on our audit of the
consolidated financial statements and financial statement schedule of Lason,
Inc.; of our report dated March 17, 1995, on our audits of the financial
statements of Lason Systems, Inc.; of our report dated June 28, 1996, except for
Note 6, as to which the date is July 16, 1996, on our audit of the financial
statements of Great Lakes Micrographics Corporation; of our report dated July
17, 1996, except for Note 10, as to which the date is August 6, 1996, on our
audits of the financial statements of National Reproductions Corporation
incorporated by reference from the Registration Statement on Form S-1
(Registration No. 333-09799) of Lason, Inc. We also consent to all reference
to our Firm included in or made a part of this Registration Statement.
Coopers & Lybrand L.L.P.
Detroit, Michigan
October 8, 1996
