-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DKmdQyri4B9tk5dRyKSFMPSMeVhcJTnBRCTJD40br+tVuFuoZl0V5Y41gYfWckLf /GtXFiwcPagViNYhFZOy1w== 0000931763-97-000620.txt : 19970425 0000931763-97-000620.hdr.sgml : 19970425 ACCESSION NUMBER: 0000931763-97-000620 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970424 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LHS GROUP INC CENTRAL INDEX KEY: 0001032330 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 582224883 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-22195 FILM NUMBER: 97586578 BUSINESS ADDRESS: STREET 1: SIX CONCOURSE PKWY STREET 2: STE 2700 CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 7702803100 MAIL ADDRESS: STREET 1: SIX CONCOURSE PKWY STREET 2: STE 2700 CITY: ATLANTA STATE: GA ZIP: 30328 S-1/A 1 AMENDMENT #5 TO FORM S-1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 1997 REGISTRATION NO. 333-22195 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- LHS GROUP INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) 7371 58-2224883 DELAWARE (PRIMARY STANDARD (I.R.S. EMPLOYER (STATE OR OTHER INDUSTRIAL IDENTIFICATION NUMBER) JURISDICTION OF CLASSIFICATION CODE INCORPORATION OR NUMBER) ORGANIZATION) SIX CONCOURSE PARKWAY, SUITE 2700 ATLANTA, GEORGIA 30328 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) --------------- JERRY W. BRAXTON CHIEF FINANCIAL OFFICER LHS GROUP INC. SIX CONCOURSE PARKWAY, SUITE 2700 ATLANTA, GEORGIA 30328 (770) 280-3004 (770) 280-3099 (FAX) (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATIONS TO: M. HILL JEFFRIES ALSTON & BIRD LLP JOHN D. CAPERS, JR. KING & SPALDING 1201 WEST PEACHTREE STREET ATLANTA, 191 PEACHTREE STREET ATLANTA, GEORGIA 30309-3424 (404) 881-7000 GEORGIA 30303-1763 (404) 572-4600 (770) 881-7777 (FAX) (404) 572-5145 (FAX) --------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [_] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: [_] CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
PROPOSED PROPOSED MAXIMUM MAXIMUM OFFERING AGGREGATE AMOUNT OF TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PRICE PER OFFERING REGISTRATION TO BE REGISTERED REGISTERED(1) SHARE PRICE(2) FEE(3) - -------------------------------------------------------------------------------------- Common Stock, $.01 par value(4)...... 4,600,000 $14.00 $64,400,000 $19,516 - --------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------- (1) Includes 600,000 shares which the underwriters have the option to purchase solely to cover over-allotments. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933. (3) A registration fee of $32,803 was paid by the Company with its initial filing of this Registration Statement on February 21, 1997. (4) The shares of Common Stock are not being registered for the purpose of sales outside the United States. --------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following table sets forth the estimated expenses to be borne by the Registrant in connection with the issuance and distribution of the securities being registered hereby, other than underwriting discounts and commissions. The Registrant is paying all of these expenses in connection with the issuance and distribution of the securities.
SEC registration fee................................................ $32,803 NASD filing fee..................................................... 11,325 Nasdaq National Market listing fee.................................. 50,000 Accountants' fees and expenses...................................... 200,000 Legal fees and expenses............................................. 200,000 Printing and engraving costs........................................ 160,000 Blue Sky fees and expenses.......................................... 5,000 Transfer agent and registrar fees................................... 5,000 Miscellaneous....................................................... 15,872 -------- Total........................................................... $680,000 ========
ITEM 14. 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 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 15. RECENT SALES OF UNREGISTERED SECURITIES On December 21, 1995, in connection with the reorganization of LHS, the Company issued shares of its Common Stock to certain of its officers and certain holders of shares in LHS Communications Systems Inc. ("LHS Communications"), LHS Holding Germany GmbH ("LHS Germany") and II-1 LHS Europe Ltd. ("LHS Europe"), which companies are affiliates of the Company. These shares were issued in the amounts and for the consideration as follows:
NAME NUMBER OF SHARES OF LHS(1) CONSIDERATION TENDERED ---- -------------------------- ---------------------- Hartmut Lademacher 193,676 250 LHS Communications shares; 22.23% interest in LHS Germany; 23,704,083 LHS Europe shares; Forgiveness of $8,270,000 loan to LHS Germany Dr. Joachim Hertel 193,676 250 LHS Communications shares; 22.23% interest in LHS Germany; 23,704,083 LHS Europe shares; Forgiveness of $8,270,000 loan to LHS Germany Manfred Hellwig 100,745 13.65% interest in LHS Germany; 17,808,366 LHS Europe shares; Forgiveness of $5,080,000 loan to LHS Germany Dieter Pfisterer 93,078 200 LHS Communications shares; 3.93% interest in LHS Germany; 12,596,195 LHS Europe shares; Forgiveness of $1,460,000 loan to LHS Germany Dr. Rainer Zimmermann 93,078 12.67% interest in LHS Germany; 16,361,034 LHS Europe shares; Forgiveness of $4,710,000 loan to LHS Germany Otto Wipprecht 50,374 150 LHS Communications shares; 5.56% interest in LHS Germany; 3,149,180 LHS Europe shares; Forgiveness of $2,070,000 loan to LHS Germany Eberhard Czempiel 23,249 4.41% interest in LHS Germany; 2,499,182 LHS Europe shares; Forgiveness of $1,640,000 loan to LHS Germany William Bobb 15,500 100 LHS Communications shares Dr. Wolf Gaede 7,750 50 LHS Communications shares Jurgen Spengler 3,874 0.33% interest in LHS Germany; 187,877 LHS Europe shares; Forgiveness of $120,000 loan to LHS Germany
- -------- (1)These shares were subsequently adjusted for a 20-to-1 stock split. These transactions were exempt from registration pursuant to Section 4(2) of and Regulation D under the Securities Act as a limited offer and sale of securities to accredited investors or persons who have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the prospective investment. On December 22, 1995, the Company sold 225,000 shares of Series A Convertible Preferred Stock to investors at $88.89 per share. Each of the investors was an accredited investor. Each share of Series A Convertible Preferred Stock was, at the time of issuance, convertible into one share of the Company's Common Stock (adjusted to 20 shares following the stock split). These transactions were exempt from registration pursuant to Section 4(2) of and Regulation D under the Securities Act as a limited offer and sale of securities to accredited investors. On July 15, 1996, the Company sold 93,078 shares of Common Stock to investors at $107.44 per share. These shares were subsequently adjusted for a 20-to-1 stock split. Each of the investors was an accredited investor. These transactions were exempt from registration pursuant to Section 4(2) of and Regulation D under the Securities Act as a limited offer and sale of securities to accredited investors. On October 18, 1996, the Company sold 50,000 shares of Common Stock to William O. Grabe, a director of the Company, upon the exercise of stock options. Mr. Grabe paid an exercise price of $5.30 per share, equal to $265,000. This transaction was exempt from registration pursuant to Section 4(2) of and Regulation D under the Securities Act as an offer and sale of securities to an accredited investor. II-2 ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) EXHIBITS.
EXHIBIT NUMBER DESCRIPTION OF EXHIBITS ------- ----------------------- 1.1** -- Form of U.S. Underwriting Agreement between the Company, certain stockholders of the Company and Goldman Sachs & Co., Cowen & Company and Robertson, Stephens & Company LLC, as representatives of the several underwriters. 1.2** -- Form of International Underwriting Agreement between the Company, certain stockholders of the Company and Goldman Sachs International, Cowen & Company and Robertson, Stephens & Company LLC, as representatives of the several underwriters. 3.1** -- Certificate of Incorporation, as amended. 3.2** -- By-Laws. 4.1** -- Specimen Common Stock Certificate. 5.1** -- Opinion of Alston & Bird LLP (including consent). 10.1** -- Preferred Stock Purchase Agreement dated December 22, 1995 among the Company, General Atlantic Partners 23, L.P. and GAP Coinvestment Partners, L.P. 10.2** -- Common Stock Purchase Agreement dated July 15, 1996 among the Company, General Atlantic Partners 31, L.P. and GAP Coinvestment Partners, L.P. 10.3** -- Amended and Restated Stockholders Agreement dated July 15, 1996 among the Company, General Atlantic Partners 23, L.P., General Atlantic Partners 31, L.P., GAP Coinvestment Partners, L.P. and the other stockholders named therein. 10.4** -- Registration Rights Agreement dated July 15, 1996 among the Company, General Atlantic Partners 23, L.P., General Atlantic Partners 31, L.P., GAP Coinvestment Partners, L.P. and the other stockholders named therein. 10.5** -- Credit line of DM5,000,000 from BHF-Bank to LHS Holding Germany GmbH dated March 19, 1996. 10.6** -- Employment Agreement dated as of April 14, 1997, between Hartmut Lademacher and LHS Group Inc. 10.7** -- Employment Agreement dated as of April 14, 1997, between Dr. Joachim Hertel and LHS Group Inc. 10.8** -- Contract for Employment dated May 21, 1996, between Erik Froberg and LHS Holding Germany GmbH. 11.1 -- Statement re computation of per share earnings. 21.1** -- Subsidiaries. 23.1** -- Consent of Alston & Bird LLP (contained in Exhibit 5.1) 23.2 -- Consent of Ernst & Young LLP. 24.1** -- Power of Attorney with regard to amendments to this Registration Statement executed by the directors and officers of the Company is included on the signature page of this Registration Statement appearing on page II-5. 27.1 -- Financial Data Schedule.
- -------- **Previously filed. (b) FINANCIAL STATEMENT SCHEDULES. The following financial statement schedule is included in this Registration Statement: II Valuation and Qualifying Accounts All other financial statement schedules are omitted because they are not required or are not applicable. II-3 ITEM 17. UNDERTAKINGS 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 foregoing provisions, 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 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. The undersigned Registrant hereby undertakes to provide to the representatives of the Underwriters at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the representatives of the Underwriters to permit prompt delivery to each purchaser. The undersigned Registrant hereby undertakes that: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rules 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 5 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on April 23, 1997. LHS GROUP INC. By: /s/ Hartmut Lademacher__________ Hartmut Lademacher Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 5 to Registration Statement has been signed by the following persons in the capacities indicated on April 23,1997.
SIGNATURE TITLE --------- ----- /s/ Hartmut Lademacher Chairman of the Board and Chief _________________________________ Executive Officer (Principal HARTMUT LADEMACHER Executive Officer) /s/ Jerry W. Braxton Executive Vice President, Chief _________________________________ Financial Officer, Treasurer and JERRY W. BRAXTON Director (Principal Financial and Accounting Officer) /s/ Dr. Wolf J. Gaede* Executive Vice President, General _________________________________ Counsel and Director DR. WOLF J. GAEDE /s/ Ulf Bohla* Director _________________________________ ULF BOHLA /s/ William E. Ford* Director _________________________________ WILLIAM E. FORD /s/ William O. Grabe* Director _________________________________ WILLIAM O. GRABE /s/ George F. Schmitt* Director _________________________________ GEORGE F. SCHMITT
- -------- * Hartmut Lademacher signed on behalf of such person as attorney-in-fact. II-5 EX-11.1 2 COMPUTATION OF NET EARNINGS PER SHARE EXHIBIT 11.1 LHS GROUP INC. COMPUTATION OF NET EARNINGS PER SHARE
Quarter Ended YEAR ENDED DECEMBER 31, March 31, ----------------------------------- --------------------------- 1994 1995 1996 1996 1997 -------- ------- ------- ----------- ----------- Primary and fully diluted: Weighted average shares of common stock and common stock equivalents outstanding during the year (1)..... 8,664,712 14,341,644 20,000,000 20,000,000 20,000,000 Effect of common stock equivalents issued subsequent to February 21, 1996 computed in accordance with the treasury stock method as required by the SEC (2)............... 1,756,735 1,756,735 1,756,735 1,756,735 1,756,735 ----------- ----------- ---------- ----------- ----------- Total......................................... 10,421,447 16,098,378 21,756,735 21,756,735 21,756,735 ========== =========== =========== =========== =========== Net earnings (loss)................................. $3,043,000 $ 284,000 $ 3,420,000 $ (799,000) $ 1,154,000 ========== =========== =========== =========== =========== Net earnings (loss) per share....................... $ 0.29 $ 0.02 $ 0.16 $ (0.04) $ (0.05) ========== =========== =========== =========== ===========
- -------- (1) Includes weighted average outstanding shares of Series A convertible preferred stock, converted to common stock, as they are common stock equivalents. (2) Pursuant to Securities and Exchange Commission Staff Accounting Bulletin No. 83, common stock and common sock equivalents issued at prices below the assumed initial public offering price per share ("cheap stock") during the twelve month period immediately preceding the initial filing date of the Company's Registration Statement for its public offering have been included as outstanding for all years presented prior to the initial public offering. EX-23.2 3 CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the captions "Selected Consolidated Financial Data" and "Experts" and to the use of our reports dated February 7, 1997, in Amendment No. 5 to the Registration Statement (Form S-1 No. 333-22195) and related Prospectus of LHS Group Inc. for the registration of 4,600,000 shares of its common stock. Atlanta, Georgia April 23, 1997 EX-27 4 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 3/31/97 LHS GROUP, INC. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS YEAR YEAR DEC-31-1997 DEC-31-1996 DEC-31-1995 JAN-01-1997 JAN-01-1996 JAN-01-1995 MAR-31-1997 DEC-31-1996 DEC-31-1995 2,415 4,289 10,200 0 0 0 23,174 28,488 8,240 450 0 0 0 0 0 27,155 35,282 19,464 11,768 11,426 7,225 4,580 4,304 3,054 35,918 43,819 24,462 22,033 30,134 14,130 0 0 0 0 0 0 2 2 2 156 156 155 12,402 12,167 9,776 35,918 43,819 24,462 20,886 56,864 26,967 20,886 56,864 26,967 9,544 19,107 9,653 9,544 19,107 9,653 9,376 32,176 16,097 0 0 0 23 77 110 1,943 5,504 1,107 789 2,084 823 1,154 3,420 284 0 0 0 0 0 0 0 0 0 1,154 3,420 284 0.05 $.16 $.02 0.05 $.16 $.02
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