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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): JUNE 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 June 14, 2000, Sema Group plc, an English public limited company
("Sema"), purchased 10,386,091 shares (the "Option Shares") of common stock of
LHS Group Inc. ("LHS") at a per share price of (pound)24.84 ($37.46) pursuant
to a stock option agreement between Sema and LHS, dated March 14, 2000 (the
"Stock Option Agreement"), which was entered into in connection with the plan
and agreement of merger between Sema and LHS. Sema paid LHS in cash
approximately $103,869, which represents the par value, $.01, of each Option
Share. Sema issued LHS a full recourse promissory note (the "Note") for
approximately (pound)258 million ($389 million), which represents the balance
of the purchase price. The Note bears interest at the Prime Rate, as reported
in The Wall Street Journal, and is secured by a security interest in the Option
Shares.
The Stock Option Agreement, the Note and the joint press release
announcing the purchase of the Option Shares 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 Stock Option Agreement, dated March 14, 2000, between LHS Group Inc.
and Sema Group plc. (incorporated by reference from the registrant's
current report on 8-K, dated March 15, 2000)
10.1 Secured Note, dated June 14, 2000, issued by Sema Group plc
99.1 Joint press release, dated June 12, 2000, announcing the purchase by
Sema of the Option Shares
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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: June 14, 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 Stock Option Agreement, dated as of March 14, 2000, among LHS Group
Inc. and Sema Group plc. (incorporated by reference from the
registrant's Current Report on Form 8-K, dated March 15, 2000)
10.1 Secured Note, dated June 14, 2000, issued by Sema Group plc
99.1 Joint press release, dated June 12, 2000, announcing the exercise of
the Sema option
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