As filed with the Securities and Exchange Commission on June 19, 1998.
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Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LHS GROUP INC.
(Exact Name of Issuer as Specified in its Charter)
DELAWARE 58-2224883
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
SIX CONCOURSE PARKWAY
SUITE 2700
ATLANTA, GEORGIA 30328
(770) 280-3000
(Address, including zip code, and telephone number of Principal Executive
Offices)
LHS GROUP INC. 1998 EMPLOYEE STOCK PURCHASE PLAN
LHS GROUP INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN
(Full Titles of the Plans)
JERRY W. BRAXTON COPY TO:
EXECUTIVE VICE PRESIDENT, LAURA G. THATCHER
CHIEF FINANCIAL OFFICER, ALSTON & BIRD LLP
TREASURER AND DIRECTOR ONE ATLANTIC CENTER
LHS GROUP INC. 1201 WEST PEACHTREE STREET, NW
6 CONCOURSE PARKWAY ATLANTA, GEORGIA 30309-3424
SUITE 2700 (404) 881-7546
ATLANTA, GEORGIA 30328
(404) 280-3000
(Name, address, including zip
code, and telephone number,
including area code, of agent
for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Securities Amount to Offering Price Aggregate Amount of
to be Registered be Registered Per Unit (1) Offering Price (1) Registration Fee
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Common Stock 8,500,000 (2) $51.00 $433,500,000.00 $127,883.00
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(1) Determined in accordance with Rule 457(h), the registration fee is based on
the average of the high and low prices of the Company's Common Stock
reported on the Nasdaq National Market on June 15, 1998.
(2) Amount to be registered includes:
(i) 500,000 shares to be issued pursuant to the purchase of shares by
employees under the LHS Group Inc. 1998 Employee Stock Purchase Plan.
(ii) 8,000,000 shares to be issued pursuant to the grant or exercise of
awards under the LHS Group Inc. Amended and Restated Stock Incentive
Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
(a) The documents constituting Part I of this Registration Statement
will be sent or given to participants in the Plans as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended.
(b) Upon written or oral request, the Company will provide, without
charge, the documents incorporated by reference in Item 3 of Part II of this
Registration Statement. The documents are incorporated by reference in the
Section 10(a) prospectus. The Company will also provide, without charge, upon
written or oral request, other documents required to be delivered to employees
pursuant to Rule 428(b). Requests for the above mentioned information, should
be directed to Dr. Wolf J. Gaede, Corporate Secretary, at (770) 280-3000.
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") (File No.
22409) with the Securities and Exchange Commission (the "Commission") pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated herein by reference and are deemed to be a part hereof from the
date of the filing of such documents:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1998;
(3) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1997;
(4) The description of Common Stock contained in the Company's Registration
Statement filed under Section 12 of the Exchange Act, including all amendments
or reports filed for the purpose of updating such description; and
(5) All other documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement that indicates that all
securities offered have been sold or that deregisters all securities that remain
unsold.
Any statement contained in a document incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for the purpose
of this Registration Statement to the extent that a statement contained herein
or in any subsequently filed document which also is, or is deemed to be,
incorporated herein by reference modifies or supersedes such statement. Any
such 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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to the authority of Delaware law, the Company's Articles of
Incorporation provide that the Company may indemnify a director or officer 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 Company, 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 interest of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. In addition, the Company's Articles of Incorporation also
eliminate the monetary liability of directors to the fullest extent permitted by
Delaware law.
Under its Bylaws, the Company is required to indemnify its directors and
officers to the fullest extent of the law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable.
ITEM 8. EXHIBITS/1/
Exhibit Number Description
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4.1 Certificate of Incorporation, as amended, filed
herewith.
5 Opinion of Counsel, filed herewith.
23.1 Consent of Counsel (included in Exhibit 5), filed
herewith.
23.2 Consent of Ernst & Young LLP, filed herewith.
24 Power of Attorney (included on signature page).
99.1 LHS Group Inc. 1998 Employee Stock Purchase Plan, filed
herewith.
99.2 LHS Group Inc. Amended and Restated Stock Incentive
Plan, filed herewith.
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/1/ Exhibits are numbered in accordance with Item 601 of Regulation S-K.
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 this 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 this
Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
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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 Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this
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 being 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
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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 Registrant pursuant to the provisions described in Item 6 of this Part II,
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.
(signatures on following page)
SIGNATURES
The Registrant. 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 June 19,
1998.
LHS GROUP INC.
By: /s/ Hartmut Lademacher
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Hartmut Lademacher
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Hartmut Lademacher and Dr. Wolf J. Gaede, and each of
them (with full power in each to act alone), as his true and lawful attorneys-
in-fact and agents, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents or any of the, or their or his substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
as of June 19, 1998.
Signatures Title
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/s/ Hartmut Lademacher Chairman of the Board and
- ---------------------- Chief Executive Officer
Hartmut Lademacher (Principal Executive Officer)
/s/ Jerry W. Braxton Executive Vice President, Chief
- ---------------------- Financial Officer, Treasurer and Director
Jerry W. Braxton (Principal Financial and Accounting
Officer)
/s/ Dr. Wolfe J. Gaede Executive Vice President, General Counsel,
- ---------------------- Secretary and Director
Dr. Wolf J. Gaede
/s/ Ulf Bohla Director
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Ulf Bohla
/s/ William E. Ford Director
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William E. Ford
/s/ William O. Grabe Director
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William O. Grabe
/s/ George F. Schmitt Director
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George F. Schmitt
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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EXHIBITS FILED WITH
REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
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LHS GROUP, INC.
SIX CONCOURSE PARKWAY
SUITE 2700
ATLANTA, GEORGIA 30328
(770) 280-3000
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
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4.1 Certificate of Incorporation, as amended
5 Opinion of Counsel
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Ernst & Young LLP
24 Power of Attorney (included on signature page)
99.1 LHS Group Inc. 1998 Employee Stock Purchase Plan
99.2 LHS Group Inc. Amended and Restated Stock Incentive Plan