UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (Date of earliest event reported) June 11, 1998
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LHS GROUP INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 0-22409 58-2224883
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(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
6 Concourse Parkway, Suite 2700, Atlanta, Georgia 30328
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (770)280-3000
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ITEM 2. ACQUISITION OF ASSETS
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On June 11, 1998, LHS Group Inc. ("LHS")acquired all of the outstanding common
stock (thereby acquiring control of all assets) of InfoCellular, Inc.
("InfoCellular"), a Massachusetts corporation, pursuant to an Agreement and Plan
of Merger dated June 11, 1998 ("Merger Agreement"), among LHS, InfoCellular, and
William Santo, Peter Graffman and Mitchell Wondolowski as Principal Stockholders
of InfoCellular (acting on their own behalf and on behalf of all other
InfoCellular stockholders).
As consideration for the Shares, LHS issued to the Principal Stockholders and
one other stockholder, Venture Capital Fund of New England III, LP ("VCFNE"), a
total of 117,885 shares of LHS' $.01 par value Common Stock ("LHS Stock"), and
paid a total of $1,326,693.30 in cash to VCFNE and all other InfoCellular
stockholders. The total amount of consideration was calculated on the basis of
an agreed purchase price of $9,500,000, which was adjusted prior to closing to
reflect the amount by which certain liabilities exceeded certain assets of
InfoCellular. The amount of LHS Stock paid as consideration for the Shares was
valued by dividing the adjusted purchase price of $8,484.389 by the average of
the closing prices per share for shares of LHS Stock over a ten (10) day period
ending on June 4, 1998 ("Average Price"). The cash consideration represents the
value of the InfoCellular shares which were exchanged for cash consideration
calculated on the basis of the Average Price. LHS used working capital to fund
the cash consideration paid in connection with the acquisition.
InfoCellular is engaged in the business of providing point of sale and
customer acquisition software and related services to telecommunication service
providers. LHS intends to continue to use InfoCellular's business assets in
substantially the manner previously used by InfoCellular. InfoCellular is now a
wholly-owned subsidiary of LHS.
LHS intends to account for the acquisition as a purchase and will include the
results of InfoCellular's operations in its consolidated financial statements as
of June 11, 1998. LHS expects a one-time write off in the quarter ended June
30, 1998, related to purchased research and development acquired and transaction
costs incurred in connection with the acquisition.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(a) Financial statements of InfoCellular will be provided by amendment within
sixty (60) days of the filing of the initial report in this Form 8-K.
(b) Pro forma financial information will be provided by amendment within sixty
(60) days of the filing of the initial report in this Form 8-K.
(c) Exhibits: See Exhibit Index on page 4 hereof.
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SIGNATURES
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 thereunto duly authorized.
LHS GROUP INC.
By: /s/ Jerry W. Braxton
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Jerry W. Braxton
Chief Financial Officer
Date: June 26, 1998
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EXHIBIT INDEX
Exhibit Page
Number Exhibit Number
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(To be provided by amendment)
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