As filed with the Securities and Exchange Commission on June 11, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________
LHS GROUP INC.
(Exact name of registrant as specified in its charter)
DELAWARE 58-2224883
(State of incorporation) (IRS Employer Identification No.)
SIX CONCOURSE PARKWAY, SUITE 2700
ATLANTA, GEORGIA 30328
(Address of Principal Executive Offices) (Zip Code)
LHS GROUP INC.
1996 STOCK INCENTIVE PLAN
250,000 STOCK OPTIONS GRANTED TO NON-EMPLOYEE DIRECTORS
436,000 STOCK OPTIONS GRANTED TO CERTAIN FUTURE EMPLOYEES
(Full title of the plan)
JERRY BRAXTON
CHIEF FINANCIAL OFFICER
LHS GROUP INC.
SIX CONCOURSE PARKWAY, SUITE 2700
ATLANTA, GEORGIA 30328
(770) 280-3004
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPY TO:
M. HILL JEFFRIES
ALSTON & BIRD LLP
ONE ATLANTIC CENTER
1201 WEST PEACHTREE STREET
ATLANTA, GEORGIA 30309-3424
(404) 881-7000
___________
CALCULATION OF REGISTRATION FEE
===============================================================================================================
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED (1) SHARE (2) PRICE FEE
- ---------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value 2,931,500 $ 5.30 $15,536,950 $ 4,709
- ---------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value 73,000 $16.75 $ 1,222,750 $ 371
- ---------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value 74,000 $16.00 $ 1,184,000 $ 359
- ---------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value 1,607,500 $39.125 $62,893,438 $19,059
- ---------------------------------------------------------------------------------------------------------------
Total 4,686,000 $80,837,138 $24,497
- ---------------------------------------------------------------------------------------------------------------
(1) This Registration Statement also covers any additional shares that may
hereafter become purchasable as a result of the adjustment provisions of the
LHS Group Inc. 1996 Stock Incentive Plan (the "Plan") and the Option
Agreements with the non-employee directors and certain future employees of
the Company.
(2) Determined in accordance with Rule 457(h), the registration fee is based on
the average option price per share for shares presently subject to options
and, for those shares not presently subject to options, on the average of
the high and low prices of the Registrant's Common Stock reported on the
NASDAQ National Market on June 10, 1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by LHS Group Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:
(a) The Company's prospectus dated May 15, 1997 which forms a part of
the Company's Registration Statements on Form S-1 (Registration Nos. 333-22195
and 333-27247); and
(b) The description of the Common Stock, $.01 par value per share, of
the Company which is contained in a registration statement filed under Section
12 of the Securities Exchange Act of 1934, including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Securities Exchange Act of 1934 prior to the filing
of a post-effective amendment 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 herein and to be a part hereof from the
date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES. Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable.
ITEM 6. 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
be 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 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
ITEM 8. EXHIBITS.*
4(a) Registrant's Certificate of Incorporation, as amended, hereby
incorporated by reference from Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 dated May 15, 1997 with Registration No. 333-22195.
4(b) Registrant's Bylaws hereby incorporated by reference from Exhibit 3.2
to the Registrant's Registration Statement on Form S-1 dated May 15, 1997 with
Registration No. 333-22195.
4(c) LHS Group Inc.'s 1996 Stock Incentive Plan.
5 Opinion of counsel of Registrant.
23(a) Consent of counsel (included in Exhibit 5).
23(b) Consent of Ernst & Young LLP.
- -------------------------
* Exhibits are numbered in accordance with Item 601 of Regulation S-K.
II-3
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;
and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change in such information in the registration statement;
provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) above do not
------------------
apply if the registration statement is on Form S-3 or Form S-8, and 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 issuer 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 l934 (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 the
registration statement 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registration pursuant to the foregoing provisions, or otherwise, the
Registration 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.
II-4
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the registrant,
LHS Group Inc., certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on 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 Atlanta, State of Georgia, on the 10th day of
June, 1997.
LHS GROUP INC.
Registrant
By: /s/ Hartmut Lademacher
------------------------
Hartmut Lademacher
Chairman of the Board of Directors and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities on June 10, 1997.
SIGNATURE TITLE
--------- -----
/s/ Hartmut Lademacher Chairman of the Board and Chief Executive Officer
- --------------------------- (Principal Executive Officer)
Hartmut Lademacher
/s/ Jerry W. Braxton Executive Vice President, Chief Financial Officer,
- --------------------------- Treasurer and Director (Principal Financial and
Jerry W. Braxton Accounting Officer)
/s/ Dr. Wolf J. Gaede Executive Vice President, General Counsel and
- --------------------------- Director
Dr. Wolf J. Gaede
Director
- ---------------------------
Ulf Bohla
/s/ William E. Ford Director
- ---------------------------
William E. Ford
Director
- ---------------------------
William O. Grabe
Director
- ---------------------------
George F. Schmitt
II-5
EXHIBIT INDEX
EXHIBIT NUMBER* DESCRIPTION
- -------------- -----------
4(c) LHS Group Inc. 1996 Stock Incentive Plan.
5 Opinion of counsel to Registrant.
23(a) Consent of counsel (included in Exhibit 5).
23(b) Consent of Ernst & Young LLP.
- ----------------------
*Exhibits are numbered in accordance with Item 601 of Regulation S-K.
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------------------
EXHIBITS FILED WITH
REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
--------------------------------------------
LHS GROUP INC.
SIX CONCOURSE PARKWAY, SUITE 2700
ATLANTA, GEORGIA 30328
(770) 280-3004