<PAGE> 1
As filed with the Securities and Exchange Commission on June 22, 1999
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------------------
LASON, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 38-3214743
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1305 STEPHENSON HIGHWAY
TROY, MICHIGAN 48083
TELEPHONE: (248) 597-5800
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------------------------
THE 1998 EQUITY PARTICIPATION PLAN
---------------------------------
(Full title of the plans)
GARY L. MONROE, CHIEF EXECUTIVE OFFICER
1305 STEPHENSON HIGHWAY
TROY, MICHIGAN 48083
TELEPHONE: (248) 597-5800
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
WITH A COPY TO:
LAURENCE B. DEITCH, ESQ.
FRED B. GREEN, ESQ.
SEYBURN, KAHN, GINN,
BESS, DEITCH AND SERLIN, P.C.
2000 TOWN CENTER, SUITE 1500
SOUTHFIELD, MICHIGAN 48075-1195
---------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Titles of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered (1) Share Price Registration Fee
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,400,000 shares $40.222 (2) $56,303,859.662 (2) $15,652.47
($0.01 par value)
</TABLE>
- --------------------------------
(1) Indicates (i) the number of shares of common stock, $0.01 par value
authorized and reserved for issuance and which may be sold upon the exercise of
options or grant of common stock which may be granted to certain persons under
The 1998 Equity Participation Plan. Pursuant to Rule 416(a), this Registration
Statement shall also be deemed to cover any additional securities to be offered
or issued in connection with terms of the above-referenced plans which provide
for changes in the amount of securities to be offered or issued to prevent
dilution resulting from stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of computing the registration fees
only, pursuant to Rule 457(h), as follows: (i) as to 902,100 shares now under
option on the basis of the aggregate price at which such shares may be purchased
by optionees; and (ii) as to 497,900 shares for which options have not yet been
granted on the basis of the average of the high and low prices for the common
stock on the Nasdaq National Market on June 18, 1999 of $40.0625.
<PAGE> 2
PART I - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
Not required to be filed with the Registration Statement
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with the Registration Statement.
PART II - INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by Lason, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission"), are incorporated as of
their respective dates in this Registration Statement by reference:
1. The Company's annual report on Form 10-K for the year ended December
31, 1998.
2. The Company's current report on Form 8-K as filed with the Commission
on January 22, 1999.
3. The Company's current report on Form 8-K as filed with the Commission
on April 6, 1999.
4. The Company's 1999 Proxy Statement.
5. The Company's quarterly report on Form 10-Q for the quarter ended
March 31, 1999.
6. The Company's current report on Form 8-K as filed with the Commission
on May 21, 1999.
7. The description of the Company's common stock, par value $0.01 per
share, contained in the registration statement on Form 8-A of the
Company (Commission File No. 0-21407) filed under the Securities and
Exchange Act of 1934 and declared effective on October 8, 1996.
All documents filed with the Commission by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
hereto which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
thereof from the date of filing of such documents. Any statement contained in a
document all or a portion of which is incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock offered under The 1998 Equity Participation
Plan will be passed upon for the Company by Seyburn, Kahn, Ginn, Bess, Deitch
and Serlin, P.C., 2000 Town Center, Suite 1500, Southfield, Michigan 48075.
Certain attorneys of Seyburn, Kahn, Ginn, Bess, Deitch and Serlin, and their
respective families, own less than 1% of the outstanding shares of common stock
of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is incorporated under the laws of the State of Delaware. Section 145
of the General Corporation Law of the State of Delaware ("Section 145") provides
that a Delaware corporation may indemnify any persons who are, or are threatened
to be made, parties to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person was an officer, director, employee or agent of another corporation
or enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action or proceeding, if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action, had no reasonable cause to believe that his conduct was
illegal. A Delaware corporation may indemnify any persons who are, or are
threatened to be made, a party to any threatened pending or completed action or
suit by or in the right of the corporation by reason of the fact that such
person was a director, officer, employee or agent of such corporation, or is or
was serving at the request of such corporation as a director, officer, employee
or agent of another corporation or enterprise. The indemnity may include
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection with the defense or settlement of such action or suit,
provided such person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the corporation's best interest, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or director has actually and reasonably incurred. Pursuant to
Section 145, the Company may purchase insurance on behalf of its present and
former directors and officers against any liability asserted against or incurred
by them in such capacity or arising out of their status as such, including
liabilities under the Securities Act.
The Company's Amended and Restated Certificate of Incorporation and Bylaws
provide for the indemnification of directors and officers of the company to the
fullest extent permitted by Section 145.
In that regard, the Amended and Restated Certificate of Incorporation and Bylaws
provide that the Company shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, administrative or investigative (other than
action by or in the right of the corporation) by reason of the fact that he is
or was a director or officer of the Company, or is or was serving at the request
of the Company as a director, officer or member of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of such corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. Indemnification in connection with an action or suit
by or in the right of such corporation to procure a judgment in its favor is
limited to payment of expenses (including attorneys' fees) actually and
reasonably incurred in connection with the defense or settlement of such an
action or suit except that no such indemnification may be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
indemnifying corporation unless and only to the extent that the Court of
Chancery of Delaware or the court in which such action or
II-3
<PAGE> 4
suit was brought shall determine that, despite the adjudication of liability but
in consideration of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper.
ITEM 7. EXEMPTION FROM REGISTRATION.
Not applicable.
ITEM 8. EXHIBITS.
The following documents are attached hereto or incorporated herein by reference
as exhibits to this Registration Statement:
<TABLE>
<CAPTION>
Exhibit Number Description of Document
-------------- -----------------------
<S> <C>
4.1 Form of Amended and Restated Certificate of
Incorporation of Registrant (incorporated herein by
reference to Exhibit 3.1 of Registrant's Registration
Statement on Amendment No. 4 to Form S-1 dated
October 7, 1996, Commission File No. 333-09799).
4.2 Certificate of Amendment of Amended and Restated
Certificate of Incorporation.
4.3 Form of Amended and Restated Bylaws
of Registrant (incorporated herein
by reference to Exhibit 3.3 of
Registrant's Form 10-Q filed on May
15, 1997, Commission
File No. 0-21407).
4.4 The 1998 Equity Participation Plan of Lason, Inc.
(incorporated herein by reference to Appendix A of
Registrant's 1998 Proxy Statement, filed on April 28,
1998, Commission File No. 0-21407).
4.5 Form of Certificate representing
common shares of the Company
(incorporated herein by reference to
Exhibit 4.1 of Registrant's
Registration Statement on Amendment
No. 4 to Form S-1 dated October 7,
1996, Commission File No. 333-
09799).
5 Opinion and Consent of Seyburn, Kahn, Ginn, Bess,
Deitch and Serlin, P.C. as to the legality of the
securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP, independent
auditors.
23.2 Consent of Seyburn, Kahn, Ginn,
Bess, Deitch and Serlin, P.C., legal
counsel (contained in Exhibit 5).
24 Powers of Attorney (contained in the signature pages
of this Registration Statement).
</TABLE>
II-4
<PAGE> 5
ITEM 9. UNDERTAKINGS.
A. The undersigned 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 of 1933;
(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;
(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 A(1)(i) and A(1)(ii) shall
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(B) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(C) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Act and will be governed by the final
adjudication of such issue.
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<PAGE> 6
SIGNATURES
The Registrant. 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 of Form S-8 and 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 June 21, 1999.
LASON, INC.
By: /s/ Gary L. Monroe
----------------------------
Gary L. Monroe
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below on June 21, 1999, by the following persons in
the capacities indicated below. By so signing, each of the undersigned, in his
capacity as a director or officer, or both, as the case may be, of the
Registrant, does hereby appoint Gary L. Monroe and William J. Rauwerdink, and
each of them severally, his or her true and lawful attorney to execute in his or
her name, place and stead, in his or her capacity as a director or officer, or
both, as the case may be, of the Registrant, any and all amendments to this
Registration Statement and post-effective amendments thereto (including
prospectus supplements) and all instruments necessary or incidental in
connection therewith, and to file the same with the Securities and Exchange
Commission. Each of said attorneys shall have full power and authority to do and
perform in the name and on behalf of each of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises as fully, and for all intents and purposes, as each of the undersigned
might or could do in person, the undersigned hereby ratifying and approving the
acts of said attorneys and each of them.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
- --------- --------
<S> <C>
/s/ Gary L. Monroe Chairman of the Board and Chief Executive
- ---------------------------- Officer (principal executive officer)
Gary L. Monroe
/s/ William J. Rauwerdink Executive Vice President, Chief Financial
- ---------------------------- Officer, Treasurer and Secretary
William J. Rauwerdink (principal financial and accounting
officer) and Director
- ----------------------------
Fariborz Ghadar Director
- ----------------------------
Allen J. Nesbitt Director
/s/ Bruce V. Rauner
- ----------------------------
Bruce V. Rauner Director
/s/ Joseph P. Nolan
- ----------------------------
Joseph P. Nolan Director
/s/ Robert A. Yanover
- ----------------------------
Robert A. Yanover Director
</TABLE>
II-6
<PAGE> 7
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit Number Description of Document
-------------- -----------------------
<S> <C>
4.1 Form of Amended and Restated Certificate of
Incorporation of Registrant (incorporated herein by
reference to Exhibit 3.1 of Registrant's Registration
Statement on Amendment No. 4 to Form S-1 dated
October 7, 1996, Commission File No. 333-09799).
4.2 Certificate of Amendment of Amended and Restated
Certificate of Incorporation.
4.3 Form of Amended and Restated Bylaws
of Registrant (incorporated herein
by reference to Exhibit 3.3 of
Registrant's Form 10-Q filed on May
15, 1997, Commission
File No. 0-21407.
4.4 The 1998 Equity Participation Plan of Lason, Inc.
(incorporated herein by reference to Appendix A of
Registrant's 1998 Proxy Statement, filed on April 28,
1998, Commission File No. 0-21407).
4.5 Form of Certificate representing
common shares of the Company
(incorporated herein by reference to
Exhibit 4.1 of Registrant's
Registration Statement on Amendment
No. 4 to Form S-1 dated October 7,
1996, Commission File No. 333-
09799).
5 Opinion and Consent of Seyburn, Kahn, Ginn, Bess,
Deitch and Serlin, P.C. as to the legality of the
securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP, independent
auditors.
23.2 Consent of Seyburn, Kahn, Ginn,
Bess, Deitch and Serlin, legal
counsel (contained in Exhibit 5).
24 Powers of Attorney (contained in the signature pages
of this Registration Statement).
</TABLE>
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<PAGE> 1
EXHIBIT 4.2
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT OF AMENDED AND
RESTATED CERTIFICATE OF INCORPORATION
OF LASON, INC.
Gary L. Monroe and William J. Rauwerdink, being the Chief Executive Officer and
Secretary, respectively, of Lason, Inc., a corporation duly organized and
existing under and by virtue of the Delaware General Corporation Law (the
"Corporation"), DO HEREBY CERTIFY as follows:
FIRST: That at a meeting of the Board of Directors of the Corporation,
resolutions were duly adopted setting forth a proposed amendment to the
Amended and Restated Certificate of Incorporation of the Corporation,
declaring said amendment to be advisable and calling a meeting of the
shareholders of said corporation for consideration thereof. The resolution
setting forth the proposed amendment is as follows:
RESOLVED, that the Amended and Restated Certificate of Incorporation
of the Corporation be amended by changing Section 1. of Article Four
so that, as amended, said Section 1. shall be and read as follows:
"The aggregate number of shares of stock which the
Corporation has authority to issue is 105,000,000,
consisting of 5,000,000 shares of Series Preferred
Stock, par value $0.01 per share (the "Series
preferred Stock"), and 100,000,000 shares of Common
Stock, par value $0.01 per share (the "Common
Stock"). All of such shares shall be issued as fully
paid and non-assessable shares, and the holder
thereof shall not be liable for any further payments
in respect thereof."
SECOND: That thereafter, pursuant to resolution of its Board of Directors,
a meeting of the shareholders of the Corporation was duly called and held,
upon notice in accordance with Section 222 of the Delaware General
Corporation Law at which meeting the necessary number of shares as required
by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law.
<PAGE> 2
IN WITNESS WHEREOF, the undersigned, being the Chief Executive Officer and
Secretary, for the purpose of amending the Amended and Restated Certificate of
Incorporation of the Corporation pursuant to the Delaware General Corporation
Law, under penalties of perjury, do each hereby declare and certify that this is
the act and deed of the Corporation and the facts stated herein are true, and
accordingly have hereto signed this Certificate of Amendment of Amended and
Restated Certificate of Incorporation this 27th day of May 1999.
LASON, INC.
By: /s/ Gary L. Monroe
----------------------------------------
Gary L. Monroe
Chief Executive Officer
ATTEST:
LASON, INC.
By: /s/ William J. Rauwerdink
----------------------------------
William J. Rauwerdink, Secretary
<PAGE> 1
EXHIBIT 5
[SEYBURN, KAHN, GINN, BESS, DEITCH AND SERLIN LETTERHEAD]
June 21, 1999
Lason, Inc.
1305 Stephenson Highway
Troy, Michigan 48083
RE: LASON, INC. - REGISTRATION STATEMENT ON FORM S-8
Dear Sir/Madam:
We are counsel to Lason, Inc., a Delaware corporation (the "Company"). This
opinion is being rendered with respect to the Registration Statement
("Registration Statement") on Form S-8 filed by the Company with the Securities
and Exchange Commission for the purpose of registering under the Securities Act
of 1933 (the "Act"), as amended, 1,400,000 shares of the Company's shares of
common stock issuable upon exercise of options or pursuant to grants of stock
covered by The 1998 Equity Participation Plan of Lason, Inc. (the "Plan").
We have examined such certificates, instruments and documents and reviewed
such questions of law as we have considered necessary or appropriate for the
purposes of our opinion hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures and the authenticity of all documents
submitted to us as originals and the conformity to the originals of all
documents submitted to us as copies. As to any facts material to the opinions
expressed herein which we have not independently established or verified, we
have relied upon statements and representations of officers and other
representatives of the Company and others.
Our opinion expressed below is subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of any
laws except the General
<PAGE> 2
[SEYBURN, KAHN, GINN, BESS, DEITCH AND SERLIN LETTERHEAD]
Lason, Inc.
June 21, 1999
Page 2
Corporation Law of the State of Delaware (the "DGCL") and the federal laws of
the United States of America. Based upon such examination and review, we are of
the opinion that the shares which may be issued upon exercise of the options and
grants of stock under the Plan are duly authorized. The shares to be issued upon
exercise of the options and grants of stock will be, when issued against payment
of the purchase price therefor in accordance with the provisions of the Plan,
legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of person whose consent is required under Section 7 of
the Act or the rules and regulations of the Securities and Exchange Commission
thereunder.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the current
DGCL or the current federal law of the United States be changed by legislative
action, judicial decision or other.
This opinion is furnished to you solely for your benefit to be used by you
in connection with the filing of the Registration Statement and is not to be
used, circulated, quoted or otherwise relied upon by any other person or by you
for any other purpose.
Very truly yours,
SEYBURN, KAHN, GINN, BESS,
DEITCH AND SERLIN, P.C.
/s/ Seyburn, Kahn, Ginn, Bess,
Deitch and Serlin, P.C.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Prospectus and
Registration Statement on Form S-8 of Lason, Inc., of our report dated March 31,
1999 relating to the consolidated financial statements and the financial
statement schedule of Lason, Inc. and subsidiaries, included in the 1998 Annual
Report on Form 10-K for the year ended December 31, 1998 of Lason, Inc.
/s/ PricewaterhouseCoopers LLP
Detroit, Michigan
June 22, 1999
