<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 1997
REGISTRATION NO. 333-22195
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LHS GROUP INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
7371 58-2224883
DELAWARE (PRIMARY STANDARD (I.R.S. EMPLOYER
(STATE OR OTHER INDUSTRIAL IDENTIFICATION NUMBER)
JURISDICTION OF CLASSIFICATION CODE
INCORPORATION OR NUMBER)
ORGANIZATION)
SIX CONCOURSE PARKWAY, SUITE 2700
ATLANTA, GEORGIA 30328
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
JERRY W. BRAXTON
CHIEF FINANCIAL OFFICER LHS GROUP INC. SIX CONCOURSE PARKWAY, SUITE 2700
ATLANTA, GEORGIA 30328 (770) 280-3004 (770) 280-3099 (FAX)
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATIONS TO:
M. HILL JEFFRIES ALSTON & BIRD LLP JOHN D. CAPERS, JR. KING & SPALDING
1201 WEST PEACHTREE STREET ATLANTA, 191 PEACHTREE STREET ATLANTA,
GEORGIA 30309-3424 (404) 881-7000 GEORGIA 30303-1763 (404) 572-4600
(770) 881-7777 (FAX) (404) 572-5145 (FAX)
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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, other than securities offered only in connection with dividend or
interest reinvestment plans, 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: [_]
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: [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) SHARE PRICE(2) FEE(3)
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value(4)...... 4,600,000 $14.00 $64,400,000 $19,516
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</TABLE>
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(1) Includes 600,000 shares which the underwriters have the option to purchase
solely to cover over-allotments.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a) under the Securities Act of 1933.
(3) A registration fee of $32,803 was paid by the Company with its initial
filing of this Registration Statement on February 21, 1997.
(4) The shares of Common Stock are not being registered for the purpose of
sales outside the United States.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses to be borne by the
Registrant in connection with the issuance and distribution of the securities
being registered hereby, other than underwriting discounts and commissions.
The Registrant is paying all of these expenses in connection with the issuance
and distribution of the securities.
<TABLE>
<CAPTION>
SEC registration fee................................................ $32,803
<S> <C>
NASD filing fee..................................................... 11,325
Nasdaq National Market listing fee.................................. 50,000
Accountants' fees and expenses...................................... 200,000
Legal fees and expenses............................................. 200,000
Printing and engraving costs........................................ 160,000
Blue Sky fees and expenses.......................................... 5,000
Transfer agent and registrar fees................................... 5,000
Miscellaneous....................................................... 15,872
--------
Total........................................................... $680,000
========
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's By-Laws provide for indemnification of directors and officers
of the Company to the full extent permitted by Delaware law.
Section 145 of the General Corporation Law of the State of Delaware provides
generally that a corporation may 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, criminal, administrative or
investigative, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at its request in
such capacity in another corporation or business association, 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 the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. In addition, pursuant to the authority of
Delaware law, the Certificate of Incorporation of the Company also eliminates
the monetary liability of directors to the fullest extent permitted by
Delaware law.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
On December 21, 1995, in connection with the reorganization of LHS, the
Company issued shares of its Common Stock to certain of its officers and
certain holders of shares in LHS Communications Systems Inc. ("LHS
Communications"), LHS Holding Germany GmbH ("LHS Germany") and
II-1
<PAGE>
LHS Europe Ltd. ("LHS Europe"), which companies are affiliates of the Company.
These shares were issued in the amounts and for the consideration as follows:
<TABLE>
<CAPTION>
NAME NUMBER OF SHARES OF LHS(1) CONSIDERATION TENDERED
---- -------------------------- ----------------------
Hartmut Lademacher 193,676 250 LHS Communications
shares; 22.23% interest in
LHS Germany; 23,704,083 LHS
Europe shares; Forgiveness of
$8,270,000 loan to LHS
Germany
<C> <C> <S>
Dr. Joachim Hertel 193,676 250 LHS Communications
shares; 22.23% interest in
LHS Germany; 23,704,083 LHS
Europe shares; Forgiveness of
$8,270,000 loan to LHS
Germany
Manfred Hellwig 100,745 13.65% interest in LHS
Germany; 17,808,366 LHS
Europe shares; Forgiveness of
$5,080,000 loan to LHS
Germany
Dieter Pfisterer 93,078 200 LHS Communications
shares; 3.93% interest in LHS
Germany; 12,596,195 LHS
Europe shares; Forgiveness of
$1,460,000 loan to LHS
Germany
Dr. Rainer Zimmermann 93,078 12.67% interest in LHS
Germany; 16,361,034 LHS
Europe shares; Forgiveness of
$4,710,000 loan to LHS
Germany
Otto Wipprecht 50,374 150 LHS Communications
shares; 5.56% interest in LHS
Germany; 3,149,180 LHS Europe
shares; Forgiveness of
$2,070,000 loan to LHS
Germany
Eberhard Czempiel 23,249 4.41% interest in LHS
Germany; 2,499,182 LHS Europe
shares; Forgiveness of
$1,640,000 loan to LHS
Germany
William Bobb 15,500 100 LHS Communications shares
Dr. Wolf Gaede 7,750 50 LHS Communications shares
Jurgen Spengler 3,874 0.33% interest in LHS
Germany; 187,877 LHS Europe
shares; Forgiveness of
$120,000 loan to LHS Germany
</TABLE>
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(1)These shares were subsequently adjusted for a 20-to-1 stock split.
These transactions were exempt from registration pursuant to Section 4(2) of
and Regulation D under the Securities Act as a limited offer and sale of
securities to accredited investors or persons who have such knowledge and
experience in financial and business matters that they are capable of
evaluating the merits and risks of the prospective investment.
On December 22, 1995, the Company sold 225,000 shares of Series A
Convertible Preferred Stock to investors at $88.89 per share. Each of the
investors was an accredited investor. Each share of Series A Convertible
Preferred Stock was, at the time of issuance, convertible into one share of
the Company's Common Stock (adjusted to 20 shares following the stock split).
These transactions were exempt from registration pursuant to Section 4(2) of
and Regulation D under the Securities Act as a limited offer and sale of
securities to accredited investors.
On July 15, 1996, the Company sold 93,078 shares of Common Stock to
investors at $107.44 per share. These shares were subsequently adjusted for a
20-to-1 stock split. Each of the investors was an accredited investor. These
transactions were exempt from registration pursuant to Section 4(2) of and
Regulation D under the Securities Act as a limited offer and sale of
securities to accredited investors.
On October 18, 1996, the Company sold 50,000 shares of Common Stock to
William O. Grabe, a director of the Company, upon the exercise of stock
options. Mr. Grabe paid an exercise price of $5.30 per share, equal to
$265,000. This transaction was exempt from registration pursuant to Section
4(2) of and Regulation D under the Securities Act as an offer and sale of
securities to an accredited investor.
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<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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<C> <C> <S>
1.1** -- Form of U.S. Underwriting Agreement between the Company, certain
stockholders of the Company and Goldman Sachs & Co., Cowen &
Company and Robertson, Stephens & Company LLC, as representatives
of the several underwriters.
1.2** -- Form of International Underwriting Agreement between the Company,
certain stockholders of the Company and Goldman Sachs
International, Cowen & Company and Robertson, Stephens & Company
LLC, as representatives of the several underwriters.
3.1** -- Certificate of Incorporation, as amended.
3.2** -- By-Laws.
4.1** -- Specimen Common Stock Certificate.
5.1** -- Opinion of Alston & Bird LLP (including consent).
10.1** -- Preferred Stock Purchase Agreement dated December 22, 1995 among
the Company, General Atlantic Partners 23, L.P. and GAP
Coinvestment Partners, L.P.
10.2** -- Common Stock Purchase Agreement dated July 15, 1996 among the
Company, General Atlantic Partners 31, L.P. and GAP Coinvestment
Partners, L.P.
10.3** -- Amended and Restated Stockholders Agreement dated July 15, 1996
among the Company, General Atlantic Partners 23, L.P., General
Atlantic Partners 31, L.P., GAP Coinvestment Partners, L.P. and
the other stockholders named therein.
10.4** -- Registration Rights Agreement dated July 15, 1996 among the
Company, General Atlantic Partners 23, L.P., General Atlantic
Partners 31, L.P., GAP Coinvestment Partners, L.P. and the other
stockholders named therein.
10.5** -- Credit line of DM5,000,000 from BHF-Bank to LHS Holding Germany
GmbH dated March 19, 1996.
10.6** -- Employment Agreement dated as of April 14, 1997, between Hartmut
Lademacher and LHS Group Inc.
10.7** -- Employment Agreement dated as of April 14, 1997, between Dr.
Joachim Hertel and LHS Group Inc.
10.8** -- Contract for Employment dated May 21, 1996, between Erik Froberg
and LHS Holding Germany GmbH.
11.1 -- Statement re computation of per share earnings.
21.1** -- Subsidiaries.
23.1** -- Consent of Alston & Bird LLP (contained in Exhibit 5.1)
23.2 -- Consent of Ernst & Young LLP.
24.1** -- Power of Attorney with regard to amendments to this Registration
Statement executed by the directors and officers of the Company is
included on the signature page of this Registration Statement
appearing on page II-5.
27.1 -- Financial Data Schedule.
</TABLE>
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**Previously filed.
(b) FINANCIAL STATEMENT SCHEDULES.
The following financial statement schedule is included in this Registration
Statement:
II Valuation and Qualifying Accounts
All other financial statement schedules are omitted because they are not
required or are not applicable.
II-3
<PAGE>
ITEM 17. UNDERTAKINGS
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 Securities
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
Securities Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes to provide to the
representatives of the Underwriters at the closing specified in the
underwriting agreements certificates in such denominations and registered in
such names as required by the representatives of the Underwriters to permit
prompt delivery to each purchaser.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rules 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 5 to Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Atlanta, State of Georgia, on April 23, 1997.
LHS GROUP INC.
By: /s/ Hartmut Lademacher__________
Hartmut Lademacher
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 5 to Registration Statement has been signed by the following persons in
the capacities indicated on April 23,1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Hartmut Lademacher Chairman of the Board and Chief
_________________________________ Executive Officer (Principal
HARTMUT LADEMACHER Executive Officer)
/s/ Jerry W. Braxton Executive Vice President, Chief
_________________________________ Financial Officer, Treasurer and
JERRY W. BRAXTON Director (Principal Financial and
Accounting Officer)
/s/ Dr. Wolf J. Gaede* Executive Vice President, General
_________________________________ Counsel and Director
DR. WOLF J. GAEDE
/s/ Ulf Bohla* Director
_________________________________
ULF BOHLA
/s/ William E. Ford* Director
_________________________________
WILLIAM E. FORD
/s/ William O. Grabe* Director
_________________________________
WILLIAM O. GRABE
/s/ George F. Schmitt* Director
_________________________________
GEORGE F. SCHMITT
</TABLE>
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* Hartmut Lademacher signed on behalf of such person as attorney-in-fact.
II-5
<PAGE>
EXHIBIT 11.1
LHS GROUP INC.
COMPUTATION OF NET EARNINGS PER SHARE
<TABLE>
<CAPTION>
Quarter Ended
YEAR ENDED DECEMBER 31, March 31,
----------------------------------- ---------------------------
1994 1995 1996 1996 1997
-------- ------- ------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Primary and fully diluted:
Weighted average shares of common stock and common stock
equivalents outstanding during the year (1)..... 8,664,712 14,341,644 20,000,000 20,000,000 20,000,000
Effect of common stock equivalents issued
subsequent to February 21, 1996 computed
in accordance with the treasury stock
method as required by the SEC (2)............... 1,756,735 1,756,735 1,756,735 1,756,735 1,756,735
----------- ----------- ---------- ----------- -----------
Total......................................... 10,421,447 16,098,378 21,756,735 21,756,735 21,756,735
========== =========== =========== =========== ===========
Net earnings (loss)................................. $3,043,000 $ 284,000 $ 3,420,000 $ (799,000) $ 1,154,000
========== =========== =========== =========== ===========
Net earnings (loss) per share....................... $ 0.29 $ 0.02 $ 0.16 $ (0.04) $ (0.05)
========== =========== =========== =========== ===========
</TABLE>
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(1) Includes weighted average outstanding shares of Series A convertible
preferred stock, converted to common stock, as they are common stock
equivalents.
(2) Pursuant to Securities and Exchange Commission Staff Accounting Bulletin No.
83, common stock and common sock equivalents issued at prices below the
assumed initial public offering price per share ("cheap stock") during the
twelve month period immediately preceding the initial filing date of the
Company's Registration Statement for its public offering have been included
as outstanding for all years presented prior to the initial public
offering.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Selected
Consolidated Financial Data" and "Experts" and to the use of our reports dated
February 7, 1997, in Amendment No. 5 to the Registration Statement (Form S-1
No. 333-22195) and related Prospectus of LHS Group Inc. for the registration of
4,600,000 shares of its common stock.
Atlanta, Georgia
April 23, 1997
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 3/31/97 LHS
GROUP, INC. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1996 DEC-31-1995
<PERIOD-START> JAN-01-1997 JAN-01-1996 JAN-01-1995
<PERIOD-END> MAR-31-1997 DEC-31-1996 DEC-31-1995
<CASH> 2,415 4,289 10,200
<SECURITIES> 0 0 0
<RECEIVABLES> 23,174 28,488 8,240
<ALLOWANCES> 450 0 0
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 27,155 35,282 19,464
<PP&E> 11,768 11,426 7,225
<DEPRECIATION> 4,580 4,304 3,054
<TOTAL-ASSETS> 35,918 43,819 24,462
<CURRENT-LIABILITIES> 22,033 30,134 14,130
<BONDS> 0 0 0
0 0 0
2 2 2
<COMMON> 156 156 155
<OTHER-SE> 12,402 12,167 9,776
<TOTAL-LIABILITY-AND-EQUITY> 35,918 43,819 24,462
<SALES> 20,886 56,864 26,967
<TOTAL-REVENUES> 20,886 56,864 26,967
<CGS> 9,544 19,107 9,653
<TOTAL-COSTS> 9,544 19,107 9,653
<OTHER-EXPENSES> 9,376 32,176 16,097
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 23 77 110
<INCOME-PRETAX> 1,943 5,504 1,107
<INCOME-TAX> 789 2,084 823
<INCOME-CONTINUING> 1,154 3,420 284
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 1,154 3,420 284
<EPS-PRIMARY> 0.05 $.16 $.02
<EPS-DILUTED> 0.05 $.16 $.02
</TABLE>
