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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): JUNE 30, 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 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 30, 1999, Lason, Inc. (the "Company") acquired all of
the outstanding shares of stock of M-R Group plc ("M-R"), a
United Kingdom publicly-held company, effected by means of a
Scheme of Arrangement ("Scheme of Arrangement") negotiated at
arm's length under Section 425 of the Companies Act 1985,
under the laws of the United Kingdom. M-R is a leading United
Kingdom document and data management company.
Under the Scheme of Arrangement, M-R shareholders receive up
to approximately 3,111,000 shares of Lason common stock
(including shares to be issued upon exercise of outstanding
M-R options). The shares of Lason common stock were issued in
a ratio of 5.376 shares of common stock of the Company for
every 100 M-R shares. On June 30, 1999, the closing price per
share of common stock of the Company on the NASDAQ National
Market System was $49.625. The shares of the common stock
of Lason issued to M-R shareholders who are not affiliates
(under United States securities laws) will be freely tradeable
under the Securities Act of 1933, as amended.
The merger is to be accounted for as a pooling-of-interests
for United States accounting purposes. In connection with the
pooling-of-interests, each of the Directors of M-R, the M-R
Group Employees' Share Ownership Plan Trust and the Directors
of the Company entered into Affiliate Agreements pursuant to
which they have agreed not to deal in the common stock of the
Company until the Company has published consolidated financial
results covering at least thirty days of operations of M-R and
the Company.
The Company is not aware of any material relationship that
existed between the Company, its officers and directors, on
one hand, and M-R, its officers, directors and its
shareholders, on the other hand, prior to the merger with M-R.
The Company intends to continue the utilization of the assets
of M-R in a manner consistent with that of their historical
usage, namely, providing a variety of data and document
management services including scanning and conversion,
electronic storage and retrieval, and micrographic and data
management services.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of M-R:
To be filed on or before September 13, 1999
(b) Not applicable
(c) Exhibits:
2.15 Transaction Agreement between Lason, Inc.
and M-R Group plc dated March 25, 1999, is
hereby incorporated by reference to Exhibit
2.15 of registrant's Form 10-Q filed on May
17, 1999, Commission File No. 0-21407.
2.16 Amendment Agreement between Lason, Inc. and
M-R Group plc dated April 30, 1999 is hereby
incorporated by reference to Exhibit
Page 2 of 4 Pages
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2.16 of registrant's Form 10-Q filed on May
17, 1999, Commission File No. 0-21407.
2.17 Amendment Agreement between Lason, Inc. and
M-R Group plc dated May 13, 1999 is hereby
incorporated by reference to Exhibit 2.17 of
registrant's Form 10-Q filed on May 17,
1999, Commission File No. 0-21407.
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: July 15, 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
2.15 Transaction Agreement between Lason,
Inc. and M-R Group plc dated March
25, 1999, is hereby incorporated by
reference to Exhibit 2.15 of
registrant's Form 10-Q filed on May
17, 1999, Commission File No.
0-21407.
2.16 Amendment Agreement between Lason,
Inc. and M-R Group plc dated April
30, 1999 is hereby incorporated by
reference to Exhibit 2.16 of
registrant's Form 10-Q filed on May
17, 1999, Commission File No.
0-21407.
2.17 Amendment Agreement between Lason,
Inc. and M-R Group plc dated May 13,
1999 is hereby incorporated by
reference to Exhibit 2.17 of
registrant's Form 10-Q filed on May
17, 1999, Commission File No.
0-21407.
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