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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): MARCH 14, 2000
LHS GROUP INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-22409 58-2224883
(State or other jurisdiction (Commission File Number) (IRS Employer Identification No.)
of incorporation)
Six Concourse Parkway
Suite 2700
Atlanta, GA 30328
(Address of principal executive offices)
770-280-3000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On March 15, 2000, LHS Group Inc. ("LHS") and Sema Group plc, an
English public limited company ("Sema"), announced that they had entered into a
Plan and Agreement of Merger, dated as of March 14, 2000 (the "Merger
Agreement"). The Merger Agreement sets forth the terms and conditions of the
proposed merger of LHS and a wholly owned subsidiary of Sema, pursuant to which
LHS will become a subsidiary of Sema (the "Merger"). A copy of the Merger
Agreement is included herein as Exhibit 2.1 and a copy of the joint press
releases announcing the Merger are included herein as Exhibit 99.1.
In the Merger, each currently outstanding share of LHS common stock
will be exchanged for American Depositary Shares that represent 2.6 ordinary
shares of Sema (the "Sema ADSs"). LHS shareholders may at their option elect to
receive ordinary shares of Sema instead of Sema ADSs. Sema intends to have the
Sema ADSs quoted on the Nasdaq National Market. The ordinary shares will trade
on the London Stock Exchange and the Paris Bourse.
LHS shares held by certain German stockholders, including LHS's
Chairman of the Board, Hartmut Lademacher, will remain outstanding. In certain
circumstances, these shares may be exchanged for Sema ADSs or Sema ordinary
shares on the same terms as provided in the Merger.
Completion of the Merger is subject to the satisfaction of various
conditions contained in the Merger Agreement, including: (1) the approval of the
Merger by the stockholders of both LHS and Sema; (2) the Securities and Exchange
Commission declaring effective a registration statement relating to the Sema
ADSs and ordinary shares that LHS stockholders will receive; (3) the
authorization of the listing of the Sema ADSs on the Nasdaq National Market; (4)
the authorization of the listing on the London Stock Exchange and the Paris
Bourse of any Sema ordinary shares issued to LHS stockholders in the Merger or
upon exchange of Sema ADSs; (5) the expiration of all applicable waiting periods
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; and (6) the
receipt of any required approval under applicable English or European Union
competition laws.
The Merger Agreement contains a $105 million termination fee, payable
to Sema upon certain circumstances described in the Merger Agreement. LHS has
also entered into an agreement granting Sema an option to purchase up to 17.5%
of its common stock (the "Stock Option Agreement"), which terminates at the
termination of the Merger Agreement. A copy of the Stock Option Agreement is
included herein as Exhibit 2.2.
Certain significant stockholders of both LHS and Sema, including
Chairman of the Board of LHS, Hartmut Lademacher, General Atlantic Partners and
France Telecom, have entered into stockholder voting agreements under which they
have agreed to vote their shareholdings in favor of the Merger.
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The Merger Agreement and the Stock Option Agreement and the joint press
releases are incorporated herein by reference into this Item 5 and the foregoing
description of such documents and the transactions contemplated therein are
qualified in their entirety by reference to such exhibits.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
2.1 Plan and Agreement of Merger, dated as of March 14, 2000, among LHS
Group Inc, Sema Group plc and SG Acquisition Corporation.
2.2 Stock Option Agreement, dated as of March 14, 2000, among LHS Group
Inc. and Sema Group plc.
99.1 Joint press releases dated March 15, 2000 announcing the execution of
the Merger Agreement.
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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 hereunto duly authorized.
LHS GROUP INC.
(Registrant)
Date: March 15, 2000 By:/s/ Scott A. Wharton
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Scott A. Wharton
Senior Vice President and
General Counsel
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Exhibit Index
2.1 Plan and Agreement of Merger, dated as of March 14, 2000, among LHS
Group Inc, Sema Group plc and SG Acquisition Corporation.
2.2 Stock Option Agreement, dated as of March 14, 2000, among LHS Group
Inc. and Sema Group plc.
99.1 Joint press releases dated March 15, 2000 announcing the execution of
the Merger Agreement.
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