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| |  |                                                                                        
| |  | ---------------------------------------------------------------------------------------
| |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended
September 30, 2000

| |  |                                                                                        
| |  | ---------------------------------------------------------------------------------------
| |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

For the transition period from  to

Commission File Number: 000-21407

LASON, INC.
(Exact name of registrant as specified in its charter)

|                                |  |                       
|------------------------------- |  | ----------------------
|Delaware                        |  | 38-3214743            
|                               
|                               
|                               
|                               
|(State or other jurisdiction of |  | (I.R.S. Employer      
|                               
|                               
|                               
|                               
|incorporation or organization)  |  | identification number)

1305 Stephenson Highway
Troy, Michigan 48083
(Address of principal executive offices including zip code)

Telephone: (248) 597-5800
(Registrants telephone number, including area code)



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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes  No

As of November 13, 2000, 19,567,325 shares of Common Stock, $.01 par value were
outstanding.

PART I FINANCIAL INFORMATION HAS BEEN OMITTED. PART I WILL BE FILED BY
AMENDMENT.





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|                                       |                                                             |  |   |   | 
|-------------------------------------- | ----------------------------------------------------------- |  | - | - | 
|TABLE OF CONTENTS                      |                                                             |  | 2 |  
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|                                      
|PART I Financial Information (OMITTED) |                                                             |  | 3 |  
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|PART II Other Information              |                                                             |  | 3 |  
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|                                      
|                                      
|                                       | Item 1. Legal Proceedings                                   |  |   | 3 | 
|                                      
|                                      
|                                      
|                                      
|                                       | Item 2. Changes in Securities and Use of Proceeds           |  |   | 3 | 
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|                                      
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|                                       | Item 3. Defaults upon Senior Securities                     |  |   | 4 | 
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|                                       | Item 4. Submission of Matters to a vote of Security Holders |  |   | 4 | 
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|                                       | Item 5. Other Information                                   |  |   | 4 | 
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|                                       | Item 6. Exhibits and Reports on Form 8-K                    |  |   | 4 | 
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|                                       | Signatures                                                  |  |   | 7 | 
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|                                      
|                                      
|                                      
|                                       | Exhibit Index                                               |  |   | 8 | 

2



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Item 1. Legal Proceedings

On April 20, 2000, ConEng, Inc. (formerly Content Engineering, Inc.)
(Content) and the former owners of Content, Terri Erickson, Lili Finnegan and
Darrell Clark, filed an arbitration claim against the Company with the American
Arbitration Association in San Francisco, California alleging it is owed
approximately $2,500,000 in additional purchase payments for having achieved
certain performance levels as provided under its acquisition agreement with the
Company in November 1998.

On June 5, 2000, Michael Rittlinger, the former owner of Addressing
Services, Inc. (ASCO) brought an action against the Company in the United
States District Court for the District of Connecticut alleging among other
things, that he is owed an aggregate of approximately $10,000,000 in connection
with the decline in the value of the Lason Common Stock he received for his
stock in ASCO and in additional purchase payments for having achieved certain
performance levels as provided under his acquisition agreement with the Company
in July 1999. The claims with respect to the Lason Common Stock allege, among
others, securities fraud, misrepresentation, negligent representation and other
state law claims.

On August 18, 2000, James Stewart, the former owner of Marketing
Associates, Inc., brought an action in Oakland County Circuit Court alleging,
among other things, that he is owed an aggregate of approximately $4,500,000 in
connection with certain tax liabilities the Company agreed to assume and in
additional purchase payments for having achieved certain performance levels as
provided in the acquisition agreement with the Company in May 1999.

On August 24, 2000, The Coverdale Family Trust and James Coverdale, the
former owners of Cover-All Computer Holdings Company, brought an action against
the Company in the Ontario Superior Court of Justice (Toronto) alleging, among
other things, that they are owed approximately $6,100,000 (CN) in additional
purchase payments for having achieved certain performance levels as provided
under their acquisition agreement with the Company.

On April 11, 2000, the Company filed for arbitration with the American
Arbitration Association in New York, New York against Steven Fruchter, Philip
Fruchter and Laurence Braun, the former owners of BSJG, Inc. (formerly API
Systems, Inc. )(API) alleging, among other things, racketeering, securities
fraud and breach of representations and warranties and seeking generally in
excess of $5,000,000 and rescission, in connection with the Companys
acquisition of API in March 1998. The former owners and API have filed a
counterclaim against the Company alleging, among other things that they are
owed an aggregate of approximately $13,700,000 in connection with an alleged
wrongful termination of Brauns employment and in additional purchase payments
for having achieved certain performance levels as provided under the
acquisition agreement.

The Company is vigorously defending the foregoing claims and is
determining whether and the extent to which the applicable performance criteria
relating to each of the additional purchase payments have been achieved.

Except with respect to the consolidated action disclosed most recently in
the Form 10-Q for the quarter ended June 30, 2000, various other claims have
been made against the Company in the normal course of business which Management
believes will not have a material adverse effect on the Companys business,
financial condition or results of operations.

Item 2. Changes in Securities and Use of Proceeds

During a third quarter of 2000, the Company issued 22,514 shares of its
common stock to shareholders of a company that it had previously acquired in
connection with conversion of non-negotiable convertible debentures issued in
connection with such acquisition. The shares were issued at a price of
approximately $51.95 per share, for a total value of $1,169,590. The issuance
of shares of the common

3



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stock were exempt from registration under the Securities Act of 1933 by virtue
of Section 4(2) thereof as transactions not involving a public offering.

Item 3. Defaults upon Senior Securities

Prior to September 15, 2000, the Company was not in compliance with
certain financial covenants contained in its credit agreement with lenders in
effect at such time. On September 15, 2000, the Company amended its credit
agreement with its lenders. Since such time, the Company has been in
compliance with the financial and other covenants contained in the amended
credit agreement.

Item 4. Submission of Matters to a vote of Security Holders

On June 1, 2000, the Company held its Annual Meeting of Shareholders.
There was only one matter voted on, the election of a director to the Board of
Directors. The one director nominee was elected. The following table sets forth
the results of the voting:

|               |  |                       |            |                |  |               |         |  |  |           |  |  |  | 
|-------------- |  | --------------------- | ---------- | -------------- |  | ------------- | ------- |  |  | --------- |  |  |  | 
|               |  | Election of Directors
|               |  |                      
|Nominee:       |  | Votes For             |            | Votes Withheld |  | Votes Against |         |  |  | Abstained
|Gary L. Monroe |  |                       | 13,126,637 |                |  |               | 966,220 | 

Item 5. Other Information

On November 14, 2000, Gary L. Monroe resigned as a Director of the Company
and John R. Messinger was elected as a Director in his stead. Mr. Monroe did
not resign because of a disagreement with the Company. As of November 14,
2000, the following persons constitute the Board of Directors of the Company:
William C. Brooks, John R. Messinger, Allen J. Nesbitt and Robert A. Yanover.

On November 14, 2000, the Company removed the interim status of John R.
Messinger as Acting Chief Executive Officer and made him its Chief Executive
Officer.

On September 25, 2000, the Company hired John Stelter of Conway MacKenzie
& Dunleavy to assume the role of Interim Chief Financial Officer.

At November 14, 2000, the following persons constitute the executive
officers of the Company:

|                    |  |                                                               
|------------------- |  | --------------------------------------------------------------
|NAME                |  | TITLE                                                         
|                    |  |                                                               
|Robert A. Yanover   |  | Chairman of the Board                                         
|                   
|                   
|                   
|                   
|John R. Messinger   |  | Chief Executive Officer, President and Chief Operating Officer
|                   
|                   
|                   
|                   
|Donald S. MacKenzie |  | Chief Restructuring Officer                                   
|                   
|                   
|                   
|                   
|John R. Stelter     |  | Interim Chief Financial Officer                               
|                   
|                   
|                   
|                   
|Randy L. Baker      |  | Executive Vice President, Business Integration and Human      
|                   
|                   
|                   
|                   
|                    |  | Resources                                                     

On October 30, 2000, Lasons common stock was delisted from The Nasdaq
Stock Market. Effective on such date, Lason shares began trading on the OTC
Bulletin Board under the symbol LSON.

Item 6. Exhibits and Reports on Form 8-K

a. Exhibits

|     |  |                                                                      
|---- |  | ---------------------------------------------------------------------
|2.9  |  | Agreement of Purchase and Sale of Stock dated July 17, 1997 between  
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|    
|    
|    
|     |  | Lason and Image Conversion Systems, Inc. (1)                         
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|    
|    
|    
|2.10 |  | Asset Purchase Agreement dated November 25, 1997 between Lason and   
|    
|    
|    
|    
|     |  | VIP Imaging, Inc.(2)                                                 
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|    
|    
|    
|2.11 |  | Stock Purchase Agreement dated February 12, 1998 with respect to     
|    
|    
|    
|    
|     |  | the acquisition of Racom Corporation and its affiliates by Lason. (3)

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|      |  |                                                                                                                  
|----- |  | -----------------------------------------------------------------------------------------------------------------
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|     
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|     
|2.12  |  | Asset Purchase Agreement dated March 5, 1998 between Lason and API
Systems, Inc.(4)                              
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|     
|     
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|2.13  |  | Agreement for the Purchase and Sale of Stock dated July 24, 1998
between Lason and Consolidated Reprographics.(5)
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|     
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|2.15  |  | Transaction Agreement between Lason and M-R Group plc dated March 25, 1999.(6)                                   
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|2.16  |  | Amendment Agreement between Lason and M-R Group plc dated April 30, 1999.(6)                                     
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|2.17  |  | Amendment Agreement between Lason and M-R Group plc dated May 13, 1999.(6)                                       
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|3.1   |  | Form of Amended and Restated Certificate of Incorporation of the Company.(7)                                     
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|3.2   |  | Form of Revised Amended and Restated Bylaws.(8)                                                                  
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|4.1   |  | Form of Certificate representing Common Stock of the Company. (7)                                                
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|     
|     
|     
|4.3   |  | Third Amended and Restated Credit Agreement dated as of August 16,                                               
|     
|     
|     
|     
|      |  | 1999 among the the Company, the Lenders named therein, Bank One,                                                 
|     
|     
|     
|     
|      |  | Michigan as administrative agent, and Comerica Bank, as syndication                                              
|     
|     
|     
|     
|      |  | agent. (9)                                                                                                       
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|     
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|     
|4.4   |  | Second Amendment to Third Amended and Restated Credit                                                            
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|     
|      |  | Agreement.(10)                                                                                                   
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|     
|4.5   |  | Third Amendment to Third Amended and Restated Credit Agreement.                                                 
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|     
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|     
|10.5  |  | Registration Agreement dated January 17,1995 by and among the                                                    
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|     
|     
|     
|      |  | Company and the 1995 Stockholders. (7)                                                                           
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|     
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|     
|10.10 |  | Offer of employment dated June 12, 1996 from Lason Systems, Inc. to Mr. Jablonski.(7)                            
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|10.11 |  | 1995 Stock Option Plan of the Company. (7)                                                                       
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|10.17 |  | 1996 Lason Management Bonus Plan.(7)                                                                             
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|10.18 |  | Lason Systems, Inc. 401 (k) Profit Sharing Plan & Trust.(7)                                                      
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|     
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|10.19 |  | Amendments to Lason Systems, Inc. 401 (k) Profit Sharing Plan & Trust.(7)                                        
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|10.20 |  | Lease Agreement dated as of September 3, 1985 by and between Lason                                               
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|     
|     
|      |  | Systems, Inc. and Mart Associates, as amended. (7)                                                               
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|10.25 |  | Amended and Restated Secured Promissory Note, dated as of June 5,                                                
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|      |  | 1999  Gary L. Monroe.(9)                                                                                        
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|10.26 |  | Amended and Restated Pledge and Security Agreement dated June 5,                                                 
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|     
|      |  | 1999  Gary L. Monroe.(9)                                                                                        
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|10.29 |  | Amended and Restated Secured Promissory Note, dated as of June 5,                                                
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|     
|      |  | 1999  John R. Messinger.(9)                                                                                     
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|10.30 |  | Amended and Restated Pledge and Security Agreement dated June 5,                                                 
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|     
|      |  | 1999  John R. Messinger.(9)                                                                                     
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|10.42 |  | 1998 Equity Participation Plan of Lason, Inc.(11)                                                                
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|10.43 |  | Employment Agreement of John R. Messinger dated April 27, 1999.(6)                                               
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|27    |  | Financial Data Schedule                                                                                         
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|     
|     
|     
|27.1  |  | Financial Data Schedule  1999 Restated                                                                          

 Filed herewith.



|(1) |  | Incorporated herein by reference to Registrants Form 8-K filed
on August 4, 1997, Commission File No. 0-21407.   
|--- |  | ------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Incorporated herein by reference to Registrants Form 8-K filed
on December 10, 1997, Commission File No. 0-21407.

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|(3)  |  | Incorporated herein by reference to Registrants Form 8-K filed
on March 17, 1998, Commission File No. 0-21407.                         
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------
|    
|(4)  |  | Incorporated herein by reference to Registrants Form 8-K filed
on March 20, 1998, Commission File No. 0-21407.                         
|    
|(5)  |  | Incorporated herein by reference to Registrants Form S-1 filed
on July 30, 1998, Commission File No. 333-60143.                        
|    
|(6)  |  | Incorporated herein by reference to Registrants Form 10-Q
filed on May 17, 1999, Commission File No. 0-21407.                          
|    
|(7)  |  | Incorporated herein by reference to Registrants Form S-1 filed
on October 7, 1996, Commission File No. 333-09799.                      
|    
|(8)  |  | Incorporated herein by reference to Registrants Form 10-Q
filed on May 15, 1998, Commission File No. 0-21407.                          
|    
|(9)  |  | Incorporated herein by reference to Registrants Form 10-Q
filed on August 16, 1999, Commission File No. 0-21407.                       
|    
|(10) |  | Incorporated herein by reference to Registrants Form 10-K
filed on March 30, 2000, Commission File No. 0-21407.                        
|    
|(11) |  | Incorporated herein by reference to registrants 1998 proxy
statement, Appendix A, filed on April 28, 1998, Commission File No.
0-21407.

b. Reports on Form 8-K

On July 12, 2000, the Company filed a Form 8-K disclosing in Item 5 that
it had obtained an extension until August 15, 2000 of the waiver of violations
related to certain of the covenants in its credit agreement.

On August 16, 2000, the Company filed a Form 8-K disclosing in Item 5 that
it had obtained an extension until September 15, 2000 of the waiver of
violations related to certain of the covenants in its credit agreement.

On August 1, 2000, the Company filed a Form 8-K disclosing in Item 5 that
Gary L. Monroe resigned his positions as Chairman of the Board and Chief
Executive Officer, Robert A. Yanover was elected Chairman of the Board and John
R. Messinger, the President and Chief Operating Officer, was also elected
Acting Chief Executive Officer, effective July 26, 2000.

On August 25, 2000, the Company filed a Form 8-K disclosing in Item 5 that
William J. Rauwerdink resigned as a director effective August 7, 2000.

On September 18, 2000, the Company filed a Form 8-K disclosing in Item 5
that it had reached a definitive agreement with a group of banks, whose agent
is Bank One, to extend its existing bank credit facility for a one-year term

6



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Signatures

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

|                                                                                    
|------------------------------------------------------------------------------------
|LASON, Inc.
(Registrant)                                                            
|                                                                                    
|/s/ John R. Messinger
Chief Executive Officer; President and
Chief Operating Officer
|                                                                                    
|/s/ John R. Stelter
Interim Chief Financial Officer                                 

November 14, 2000

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Exhibit Index



|4.5 |  | Third Amendment to Third Amended and Restated Credit Agreement.
|--- |  | ---------------------------------------------------------------

8