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SECURITIES AND EXCHANGE COMMISSION
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): DECEMBER 29, 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 48083
TROY, MICHIGAN ----------
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(Address of Principal Executive Offices)
(248) 597-5800
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(Registrant's Teleophone Number, Including Area Code)
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ITEM 5. OTHER EVENTS
On December 29, 1999 Lason, Inc. ("Lason" or the "Company") took certain actions
which require a change to the purchase method of accounting for the acquisition
of M-R Group plc ("M-R"). As a result of the change to the purchase method of
accounting, the aggregate consideration paid to acquire M-R will be allocated to
the tangible and identifiable intangible assets acquired and liabilities assumed
based upon relative fair value, and any unallocated aggregate purchase price
will be assigned to goodwill. Lason has previously estimated an increase to
goodwill and other identifiable intangibles of approximately $126 million which
will, in turn, result in increased non-cash amortization expense estimated to be
$4.2 million annually. Additionally, as a result of the change in accounting
method, M-R's results of operations for the periods prior to the June 30, 1999
acquisition by Lason will not be included in the year to date and quarterly
consolidated results of operations for Lason. Under the pooling-of-interests
method of accounting, such results of operations of M-R were included in Lason's
consolidated results of operations previously filed in Quarterly Reports on Form
10-Q filed with the SEC on August 16, 1999 and November 15, 1999, and in pro
forma consolidated financial information previously filed in the Current Report
on Form 8-K/A filed with the Securities and Exchange Commission on September 16,
1999. The change to purchase accounting will not affect Lason's consolidated
operating revenues or cash flows for periods subsequent to June 30, 1999.
The actual amount of additional goodwill to be recorded will depend upon final
determinations of the fair value of the assets acquired and liabilities assumed,
including liabilities related to transaction costs and other costs directly
related to the purchase of M-R (which were expensed under the
pooling-of-interests method). Such fair values and the term of amortization of
intangibles are being determined at this time. Accordingly, management is
currently unable to quantify, other than by way of an estimate, the effect on
the Company's consolidated financial position and consolidated results of
operations resulting from this change in accounting. It is the Company's
intention to file amended Quarterly Reports on Form 10-Q for the quarters ended
June 30, 1999 and September 30, 1999, which will be restated to present the
accounting for its acquisition of M-R under the purchase method of accounting.
Such restated Quarterly Reports are expected to be filed concurrently with the
Annual Report on Form 10-K for the year ended December 31, 1999, and will be
filed as promptly as practicable.
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This Form 8-K, 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, particularly those concerning the estimate of the
additional goodwill and the related annual expense, include statements regarding
the current 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 principally that the information is of a
preliminary nature, is subject to further adjustment, and is dependent on the
reliability of the Company's data, and 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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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: January 19, 2000 LASON, INC.
By: /s/ William J. Rauwerdink
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William J. Rauwerdink
Its: Executive Vice President
