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WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 13, 1999
LASON, INC.
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Exact name of Registration as Specified in its Charter
DELAWARE 0-21407 38-3214743
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
1305 STEPHENSON HIGHWAY
TROY, MICHIGAN 48083
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(Address of Principal Executive Offices) (Zip Code)
(248) 597-5800
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(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS
On May 13, 1999, Lason, Inc. (the "Company") announced (see
attached press release) revised terms on the previously
announced merger agreement with M-R Group plc ("M-R"), to be
effected by means of a Scheme of Arrangement to be proposed by
M-R under Section 425 of the Companies Act 1985 under the laws
of the United Kingdom.
Under the revised terms of the agreement, M-R shareholders
will receive 5.376 new shares of common stock of the Company
for every 100 M-R shares held. The original exchange ratio was
4.877 new shares of common stock of the Company for every 100
M-R shares held. Based on the Nasdaq closing price of $42.813
per share of Company common stock on Tuesday, May 12, 1999,
the transaction values the entire share capital of M-R at
approximately $133.1 million (assuming the exercise of all
outstanding options under the M-R share option schemes).
Closing of the transaction is expected on June 30, 1999 and is
subject to certain conditions, including the consent of the
M-R shareholders and approval of a United Kingdom court.
Immediately following completion of the acquisition, assuming
the exercise of all outstanding options to purchase M-R
shares, former holders of M-R shares will hold approximately
16.6% of the then outstanding shares of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
99.1 May 13, 1999 Press Release
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Dated: May 13, 1999 LASON, INC.
By: /s/ William J. Rauwerdink
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William J. Rauwerdink
Its: Executive Vice President
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EXHIBIT INDEX
Exhibit Description
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99.1 May 13, 1999 Press Release
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EXHIBIT 99.1
LASON ANNOUNCES REVISED MERGER TERMS
WITH UK-BASED M-R GROUP
TROY, Mich. --(BUSINESS WIRE)--May 13, 1999--Lason, Inc. (Nasdaq NM:LSON - News)
today announced revised terms on the previously announced merger with M-R Group
plc, a leading United Kingdom-based document and data management company. The
revised terms take into account the change in value of Lason's common stock
since the original announcement.
Under the revised terms of the agreement, M-R Group shareholders will receive
5.376 new shares of Lason common stock for every 100 M-R Group shares held.
Based on the closing price of US $42.813 per Lason share on Tuesday, May 12,
1999, the terms equate to US $2.30 ((pound) $1.42) per M-R Group share. The
original exchange ratio was 4.877 new shares of Lason common stock for every 100
M-R Group shares held.
The proposed transaction is expected to be accounted for as a
pooling-of-interests for United States accounting purposes and will involve an
exchange of newly issued Lason common stock valued at approximately US $133.1
million ((pound) 82.3 million). Closing of the transaction is expected on June
30, 1999, and is subject to M-R Group shareholder and certain other approvals.
"We are excited about the proposed merger with London-based M-R Group," stated
Gary L. Monroe, chairman and chief executive officer of Lason." We believe the
fundamentals of the merger remain unchanged in terms of the synergies and the
long-term prospects for increased earnings resulting from our combined
operations. M-R Group will provide Lason a strong platform for growth in Europe
and significantly enhance our strategic objective of delivering information
management services to our multi-national clients on a worldwide basis.
"The management of Lason and M-R Group are fully committed to the merger as
reflected by our agreement on the revised terms and plans to remain on the
original closing schedule. We are pleased that M-R's Board of Directors has
unanimously recommended that its shareholders accept our revised offer,"
concluded Mr. Monroe.
Revenue of M-R Group is approximately US $90 million on an annualized basis. The
consolidated company, operating as Lason, Inc., will be the world's leading
provider of integrated information management services for image and data
capture, data management and output processing.
Lason is a leading provider of integrated information management services for
image and data capture, data management and output processing. Since its
founding in 1985, Lason has grown to employ over 8,500 people with operations in
29 U.S. states, Canada, Mexico, India and the Caribbean and serve over 4,000
customers. The Company currently has over 75 multi-functional imaging centers
and operates over 100 facility management sites located on customers' premises.
M-R Group is a leading United Kingdom document and data management company,
employing over 1,000 people. M-R provides a variety of data and document
management services including scanning and conversion, electronic storage and
retrieval, micrographic and data management services. Its services are focused
on the financial, telecommunications and utilities markets, in
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addition to government agencies. With its principal locations in the United
Kingdom, M-R also offers its services to clients in the United States and has
operations in Mauritius.
For the fiscal year ended June 30, 1998, M-R's revenue was approximately (pound)
46.8 million (US $76.0 million) of which approximately 23 percent came from its
United States-based operations. Its net income was approximately (pound) 5.0
million (US $8.1 million). M-R had stockholders' equity of approximately (pound)
18.5 million (US $30.1 million) at June 30, 1998.
This press release, other than historical financial information, contains
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. Those statements include statements regarding the intent, belief or
current expectations of the company and its management. Prospective investors
are cautioned that any such forward looking statements are not guarantees of
future performance and involve a number of risks and uncertainties, and that
actual results could differ materially from those indicated by such
forward-looking statements. Among the important factors that could cause actual
results to differ materially from those indicated by such forward looking
statements are: (i) that the information is of a preliminary nature and may be
subject to further adjustment, (ii) variations in quarterly results, (iii) the
assimilation of acquisitions, (iv) the management of the Company's growth and
expansion, (v) dependence on major customers, dependence on key personnel, (vi)
development by competitors of new or superior products or services, or entry
into the market of new competitors, (vii) fluctuations in paper prices, (viii)
integrity and reliability of the Company's data, (ix) volatility of the
Company's stock price, (x) changes in the business services outsourcing
industry, (xi) significance of intangible assets, (xii) changes related to
compensatory stock options, and (xiii) other risks identified from time to time
in the Company's reports and registration statements filed with the Securities
and Exchange Commission.
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