##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 10-K/A AMENDMENT NO. 1
 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2003
OR
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
  For the transition period from            to
Commission file number 000-21407
 LASON, INC.
  DELAWARE
(State or other jurisdiction of
incorporation or organization)
    
    38-3214743
(I.R.S. Employer
identification number)1305 Stephenson Highway, Troy, Michigan
(Address of principal executive offices)
    
    48083
(Zip Code)
 Telephone: (248) 837-7100
(Registrants telephone number, including area code)  
 Securities Registered Pursuant to Section 12(b) of the Exchange Act:NoneSecurities Registered Pursuant to Section 12(g) of the Exchange Act: Common Stock, Par Value $0.01 per share
(Title of Class) 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 o   No  x Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  o State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of June 30, 2003: As of June 30, 2003 there was no market for registrants common stock. Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes o   No  x Indicate by check mark whether the registrant has filed all documents and
report required to be filed by Sections 12,13,or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes o   No  x As of April 27, 2004, 3,267,656 shares of Common Stock, $.01 par value
were reserved for issuance according to the Companys Plan of Reorganization
and 26,777,344 shares were issued and outstanding. Documents Incorporated by Reference:None.




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TABLE OF CONTENTS  PART IIIITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTITEM 11: EXECUTIVE COMPENSATIONITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICESITEM 15: EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-KSIGNATURESEXHIBIT INDEXCertification of Chief Executive OfficerCertification of Chief Financial OfficerCertification Pursuant to Section 1350    Table of Contents  This Amendment is being filed to add the information required by Part III,
Items 10, 11, 12, 13 and 14. 
 PART III 
 ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Directors and Executive Officers The individuals listed below are members of the board of directors of
Lason. They were appointed pursuant to the Plan and serve an initial term of
one year and until their successors are elected and qualified. Their business
experience during the last five years is provided below: Robert H. Naftaly,age 66, became a director of Lason in June 2002. From 1988
to 2001, Mr. Naftaly was a senior officer of Blue Cross Blue Shield of Michigan
and various subsidiaries, including President and CEO of PPOM from 2000 to
2001. From 1987 to 1988, Mr. Naftaly was general auditor for Detroit Edison
Company and from 1983 to 1987 was Director of Management and Budget for the
State of Michigan. Mr. Naftaly currently serves on the Board of AAA Michigan,
the Bank of Bloomfield Hills and Meadowbrook Insurance Group, Inc. David P. Williams,age 69, became a director of Lason in June 2002. Mr.
Williams is a retired Vice Chairman of The Budd Company, a manufacturer of
automobile and truck body components, castings, stampings, chassis frame
components, air bag components, automotive heating accessories, and cold
weather starting aids. From 1995 until becoming Vice Chairman in 1999, Mr.
Williams was President and Chief Operating Officer of The Budd Company. He is
currently a director of The Budd Company and SPX Corporation. Mr. Williams
recently also served as a director of Standard Federal Bank N.A., a subsidiary
of ABN AMRO North America, Inc. Gary D. DeGourse,age 54, became a director of Lason in December 2002. Mr.
DeGourse has been in the imaging solutions industry for in excess of thirty
years. In March of 1979, he founded MSI Digital and Imaging Solutions, Inc.
Mr. DeGourse sold his company to Lason in January 1999. Mr. DeGourse retired
from Lason as President of MSI Digital Imaging Solutions in May 2001. Mr.
DeGourse currently serves on the Board of Mattlaur Corp. In addition, Ronald D. Risher is a director of Lason. For a description of the
business background of Mr. Risher and the other executive officers of Lason
during the past five years, see Part I  Executive Officers of the Registrant
included in the initial Form 10-K filed on March 29, 2004. Compliance with Section 16(a) of the Securities Exchange Act of 1934 Pursuant to regulations adopted by the Securities and Exchange Commission
(SEC) and Section 16(a) of the Securities Exchange Act of 1934, the Companys
directors and officers, and persons who own more than 10% of the Companys
common stock, are required to file with the SEC initial reports of ownership
and reports of changes in ownership of common stock and other equity securities
of the Company. Officers, directors and greater than 10% shareholders are
required by regulation to furnish the Company with copies of all Section 16(a)
reports they filed. To the Companys knowledge, based solely on a review of
the copies of such reports furnished to the Company, all officers and directors
have complied with all applicable Section 16(a) filing requirements, except
that Mr. Trevor G. Brown was late in filing his initial statement of beneficial
ownership after he became an executive officer of the Company. See
Item 12 
Security Ownership of Certain Beneficial Owners and Management for disclosure
of shares issued to certain general unsecured lenders of the Company who,
pursuant to the Plan, own more than 10% of the outstanding shares of common
stock of the Company. Development of Code of Ethics and Compliance Program The Company adopted a Code of Business Conduct, Compliance and Ethics (the
Code) in late 2002, which includes among other things the establishment of a
corporate Compliance Officer, the basic obligations and responsibilities of all
Lason employees, including the CEO, CFO and principal accounting officer,
provisions regarding the accuracy and completeness of Company records, and
guidelines for avoiding conflicts of interest and protecting and preserving all
Company assets. The Company implemented such program during the first quarter
of 2003. A copy of the Code is available on the Companys website at
www.lason.com. Any change to our waiver from the Companys Code with respect
to the 1




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CEO, CFO or principal accounting officer and relating to the specified
elements of a code of ethics required by SEC regulations will either be
disclosed on Form 8-K or on the Companys website. Audit Committee The Company has an audit committee comprised of Messrs DeGourse, Naftaly
and Williams. None of them has been determined by the board of directors to
qualify as an audit committee financial expert as that term is defined by the
SEC. The board of directors is not required to designate an audit committee
financial expert since the Company is not listed on NASDAQ or an exchange. The
board of directors, however, does believe that all members of the audit
committee are financially literate and experienced in business matters, and are
therefore effective in fulfilling their responsibilities. 
 ITEM 11: EXECUTIVE COMPENSATION Summary Compensation Table The following Summary Compensation Table sets forth the cash and non-cash
compensation for each of the last three years awarded to or earned by the Chief
Executive Officer of the Company and the four other most highly compensated
executive officers of the Company as of December 31, 2003 whose total salary
and bonus compensation was in excess of $100,000 in 2003. Annual Compensation
    
    Long Term CompensationAwards
    
    PayoutsName
    
    
    
    
    
    
    
    
    
    EMIP(1) /
    
    Restricted
    
    Securitiesand
    
    
    
    
    
    
    
    
    
    CERP(2) /
    
    Stock
    
    Underlying
    
    All OtherPrincipal
    
    
    
    
    
    
    
    
    
    Incentive
    
    Award(s)
    
    Options/
    
    Compen-Position
    
    Year
    
    Salary ($)
    
    Bonus ($)
    
    ($)(1)
    
    SARs(#)
    
    sation(3) ($)Ronald D. Risher
    
    
    2003
    
    
    
    356,923
    
    
    -0-
    
    -0-
    
    -0-
    
    9,000President and CEO
    
    
    2002
    
    
    
    400,000
    
    
    440,000
    
    8,000
    
    -0-
    
    9,1802001
    
    
    
    334,808
    
    
    10,000
    
    -0-
    
    -0-
    
    9,000Douglas S. Kearney
    
    
    2003
    
    
    
    216,923
    
    
    -0-
    
    -0-
    
    -0-
    
    7,800EVP, CFO and Sec.
    
    
    2002
    (4)
    
    
    94,327
    
    
    156,500
    
    3,000
    
    -0-
    
    3,344Michael H. Riley
    
    
    2003
    
    
    
    236,923
    
    
    -0-
    
    -0-
    
    -0-
    
    6,000EVP, President Imaging Services & Products Div.
    
    
    2002
    
    
    
    245,000
    
    
    225,000
    
    5,000
    
    -0-
    
    6,5152001
    
    
    
    233,462
    
    
    41,437
    
    -0-
    
    -0-
    
    6,000Thomas W. Denomme
    
    
    2003
    
    
    
    200,000
    
    
    -0-
    
    -0-
    
    -0-
    
    6,000EVP, Chief Information Officer and President
    
    
    2002
    
    
    
    188,452
    
    
    124,000
    
    3,000
    
    -0-
    
    6,120Output Services Div.
    
    
    2001
    
    
    
    166,154
    
    
    30,000
    
    -0-
    
    -0-
    
    6,000Mark J. Clinton(5)
    
    
    2003
    
    
    
    216,923
    
    
    -0-
    
    2,000
    
    -0-
    
    8,100EVP and President Data Capture Services
    
    
    2002
    
    
    
    4,327
    
    
    -0-
    
    -0-
    
    -0-
    
    -0-
  (1)
    
    Granted under the Executive Management Incentive Plan. See Equity
Compensation Plan Information below and Item 12: Security Ownership of
Certain Beneficial Owners and Management and related Stockholder Matters.
There is currently no market for the registrants common stock. For
compensation purposes, the Company valued the shares issued under the EMIP
at par value, which is $0.01 per share.(2)
    
    Granted under the Critical Employee Retention Program. See Critical
Employee Retention Program Information below.(3)
    
    These figures represent the amounts paid by the Company as car allowances
and, premiums with respect to term life insurance for the named Executive
Officers. 2




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(4)
    
    Commenced employment in July 2002 as the Companys Chief Financial
Officer. From May 2001 to July 2002, Mr. Kearney acted as the Companys
Interim Chief Financial Officer while employed and compensated by Conway
MacKenzie & Dunleavy.(5)
    
    Commenced employment in December 2002 and terminated employment in
January of 2004. Equity Compensation Plan Information All options previously granted under the Companys 1995 Stock Option Plan
and under the 1998 Equity Participation Plan were cancelled pursuant to the
Plan. Under the Plan, the Company has terminated both such option plans. Pursuant to the Plan, the Company adopted the Executive Management
Incentive Plan (EMIP). Pursuant to the EMIP, the Company issued in 2002
3,750,000 shares of its common stock to the EMIP participants. See Item 12:
Security Ownership of Certain Beneficial Owners and Management and Related
Shareholder Matters. Such shares vested on January 30, 2003 and may be voted
by the participants. These shares have been issued to approximately 90
employees consisting primarily of senior executives, regional managers and key
sales personnel. No additional shares are available under the EMIP. The EMIP
also provides for the distribution of cash to certain EMIP participants from
asset sales which occurred during the bankruptcy proceedings based on a
percentage agreed to between the Company and the pre-petition lenders.
Participants earned and received in 2002 a total cash distribution of
approximately $940,000 under the EMIP. No other cash is available for
distribution under the EMIP. The EMIP was approved pursuant to the Plan and
was not approved by the Companys shareholders. Critical Employee Retention Program Information The Company believed, as part of the Plan, that its business operations,
ability to emerge from Chapter 11 and, ultimately, its enterprise value was
dependent on the continued retention and contribution of its most valued or
critical employees. As such, with the support of its pre-petition lenders, on
January 17, 2001 the Bankruptcy Court entered an order approving, in part, the
Companys Critical Employee Retention Program (CERP) and in full with the
entry of an order on May 17, 2001 confirming the Companys Plan. The CERP
provided for the distribution of approximately $1.1 million to approximately 50
employees deemed critical to the Companys ongoing business operations, ability
to emerge from Chapter 11 and enterprise value. The funds under the CERP were
payable based upon the achievement of certain events in the Companys Chapter
11 case and have been fully earned by and paid to the participants by the
Company in 2002. The CERP was approved pursuant to the Plan and was not
approved by the Companys shareholders. Compensation of Directors The board of directors of the Company has authorized the payment of
compensation to non-employee directors for their services to the Company in
their capacity as directors. Each non-employee director is to receive $5,000
per calendar quarter and $1,500 for attendance at or participation in a meeting
of the board of directors or any committee of the board of directors. Each
non-employee director also has accepted the Companys offer to purchase 15,000
shares of its common stock at $0.01 per share. The board of directors also
authorizes the payment of reasonable expenses to each non-employee director in
connection with his attendance at meetings of the board of directors and any
committee of the board of directors. Employment Agreements/Changes in Control The Company and Ronald D. Risher entered into an employment agreement
dated as of July 18, 2002. For his services as President and Chief Executive
Officer, Mr. Risher receives (a) a base salary of $400,000 per year and (b) a
bonus opportunity of up to 50% of the annual base salary in accordance with the
Companys incentive bonus plan. In addition, Mr. Risher participates in the
Companys various benefit plans, participates in the Companys 401K plan,
receives an automobile allowance and is reimbursed for certain expenditures on
health care. Under the employment agreement, Mr. Risher agrees that during the
period of his employment and for a period of two years thereafter, and with
respect to certain territory, he will not engage in certain competitive acts.
The employment agreement terminates on December 31, 2005, however, either the
Company or Mr. Risher has the option of renewing the agreement for an
additional three year term upon not less than 60 days notice prior to
expiration of the initial term. If the option is exercised, the employment
agreement is renewed and the Company and Mr. Risher are to mutually agree to
the terms and conditions of such extended employment. If Mr. Risher is
terminated without cause or terminates for good reason, he will be entitled to
severance pay equal to his base salary then in effect for whatever time period
is remaining under the term of the employment agreement or for two years,
whichever amount is greater. If the employment agreement is terminated without
cause, the non-compete period is decreased by one 3




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year. If Mr. Risher terminates for good reason, the non-complete provisions
shall cease to apply. In the event of a change in control, Mr. Risher may
receive up to four times the sum of his annual salary in effect immediately
prior to the change in control. In the event that the successor does not agree
to continue the employment of Mr. Risher, the non-compete provisions will no
longer apply. However, if the successor is willing to continue the employment
of Mr. Risher, but Mr. Risher terminates his employment, he will receive the
same severance payment but the non-compete provisions will continue to apply.
Following the termination of Mr. Rishers employment in connection with the
change in control, Mr. Risher will continue, for a limited period, to receive
Company insurance benefits. If any portion of the severance payments or other
payments under the employment agreement become subject to the excise tax
imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, then
Mr. Risher will be entitled to receive an additional payment to cover such
excise tax. The Company and Douglas S. Kearney entered into an employment agreement
dated as of July 18, 2002. For his services as Executive Vice President, Chief
Financial Officer, and Secretary, Mr. Kearney receives (a) a base salary of
$225,000 per year and (b) a bonus opportunity of up to 30% of the annual base
salary in accordance with the Companys incentive bonus plan. In addition, Mr.
Kearney participates in the Companys various benefit plans, participates in
the Companys 401K plan, receives an automobile allowance and is reimbursed for
certain expenditures on health care. Under the employment agreement, Mr.
Kearney agrees during the period of his employment and for a period of two
years thereafter, and with respect to certain territory, he will not engage in
certain competitive acts. The employment agreement terminates on December 31,
2005, however, either the Company or Mr. Kearney has the option of renewing the
agreement for an additional three year term upon not less than 60 days notice
prior to expiration of the initial term. If the option is exercised, the
employment agreement is renewed and the Company and Mr. Kearney are to mutually
agree to the terms and conditions of such extended employment. If Mr.
Kearney is terminated without cause or terminates for good reason, he will be
entitled to severance pay equal to his base salary then in effect for whatever
time period is remaining under the term of the employment agreement or for one
year, whichever amount is greater. If the employment agreement is terminated
without cause, the non-compete period is decreased by one year. If Mr. Kearney
terminates for good reason, the non-complete provisions shall cease to apply.
In the event of a change in control, Mr. Kearney may receive up to three times
the sum of his annual salary in effect immediately prior to the change in
control. In the event that the successor does not agree to continue the
employment of Mr. Kearney, the non-compete provisions will no longer apply.
However, if the successor is willing to continue the employment of Mr. Kearney,
but Mr. Kearney terminates his employment, he will receive the same severance
payment but the non-compete provisions will continue to apply. Following the
termination of Mr. Kearneys employment in connection with the change in
control, Mr. Kearney will continue, for a limited period, to receive Company
insurance benefits. If any portion of the severance payments or other payments
under the employment agreement become subject to the excise tax imposed by
Section 4999 of the Internal Revenue Code of 1986, as amended, then Mr. Kearney
will be entitled to receive an additional payment to cover such excise tax. The Company and Michael H. Riley entered into an employment agreement
dated as of August 9, 2002. For his services as Executive Vice President Of
Imaging Services & Products, Mr. Riley receives (a) a base salary of $245,000
per year and (b) a bonus opportunity of up to 30% of the annual base salary in
accordance with the Companys incentive bonus plan. In addition, Mr. Riley
participates in the Companys various benefit plans, participates in the
Companys 401K plan, receives an automobile allowance and is reimbursed for
certain expenditures on health care. Under the employment agreement, Mr. Riley
agrees that during the period of his employment and for a period of two years
thereafter and with respect to certain territory, he will not engage in certain
competitive acts. The employment agreement terminates on December 31, 2005,
however, either the Company or Mr. Riley has the option of renewing the
agreement for an additional three year term upon not less than 60 days notice
prior to expiration of the initial term. If the option is exercised, the
employment agreement is renewed and the Company and Mr. Riley are to mutually
agree to the terms and conditions of such extended employment. If Mr. Riley is
terminated without cause or terminates for good reason, he will be entitled to
severance pay equal to his base salary then in effect for whatever time period
is remaining under the term of the employment agreement or for one year,
whichever amount is greater. If the employment agreement is terminated without
cause, the non-compete period is decreased by one year. If Mr. Riley
terminates for good reason, the non-complete provisions shall cease to apply.
In the event of a change in control, Mr. Riley may receive up to three times
the sum of his annual salary in effect immediately prior to the change in
control. In the event that the successor does not agree to continue the
employment of Mr. Riley, the non-compete provisions will no longer apply.
However, if the successor is willing to continue the employment of Mr. Riley,
but Mr. Riley terminates his employment, he will receive the same severance
payment but the non-compete provisions will continue to apply. Following the
termination of Mr. Rileys employment in connection with the change in control,
Mr. Riley will continue, for a limited period, to receive Company insurance
benefits. If any portion of the severance payments or other payments under the
employment agreement become subject to the excise tax imposed by Section 4999
of 4




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the Internal Revenue Code of 1986, as amended, then Mr. Riley will be entitled
to receive an additional payment to cover such excise tax. The Company and Thomas W. Denomme entered into an employment agreement
dated as of July 23, 2002. For his services as Executive Vice President and
Chief Information Officer and President Output Services Division, Mr. Denomme
receives (a) a base salary of $200,000 per year and (b) a bonus opportunity of
up to 30% of the annual base salary in accordance with the Companys incentive
bonus plan. In addition, Mr. Denomme participates in the Companys various
benefit plans, participates in the Companys 401K plan, receives an automobile
allowance and is reimbursed for certain expenditures on health care. Under the
employment agreement, Mr. Denomme agrees that he will not during the period of
his employment and for a period of two years thereafter and with respect to
certain territory, engage in certain competitive acts. The employment
agreement terminates on December 31, 2005, however, either the Company or Mr.
Denomme has the option of renewing the agreement for an additional three year
term upon not less than 60 days notice prior to expiration of the initial
term. If the option is exercised, the employment agreement is renewed and the
Company and Mr. Denomme are to mutually agree to the terms and conditions of
such extended employment. If Mr. Denomme is terminated without cause or
terminates for good reason, he will be entitled to severance pay equal to his
base salary then in effect for whatever time period is remaining under the term
of the employment agreement or for one year, whichever amount is greater. If
the employment agreement is terminated without cause, the non-compete period is
decreased by one year. If Mr. Denomme terminates for good reason, the
non-complete provisions shall cease to apply. In the event of a change in
control, Mr. Denomme may receive up to three times the sum of his annual salary
in effect immediately prior to the change in control. In the event that the
successor does not agree to continue the employment of Mr. Denomme, the
non-compete provisions will no longer apply. However, if the successor is
willing to continue the employment of Mr. Denomme, but Mr. Denomme terminates
his employment, he will receive the same severance payment but the non-compete
provisions will continue to apply. Following the termination of Mr. Denommes
employment in connection with the change in control, Mr. Denomme will continue,
for a limited period, to receive Company insurance benefits. If any portion of
the severance payments or other payments under the employment agreement become
subject to the excise tax imposed by Section 4999 of the Internal Revenue Code
of 1986, as amended, then Mr. Denomme will be entitled to receive an additional
payment to cover such excise tax. Compensation Committee Interlocks and Insider Participation.As noted, Messrs.
Naftaly, Williams and DeGourse served as members of the compensation committee
of the Companys board of directors during the last fiscal year. Neither Mr.
Naftaly, Mr. Williams nor Mr. DeGourse was, during the fiscal year, an employee
of the Company or any of its subsidiaries or an officer of the Company or any
of its subsidiaries, or entered into any transaction with the Company or its
subsidiaries which would be required to be disclosed under Item 13 hereof
except as follows, Mr. DeGourse was an unsecured claim holder in the Companys
Chapter 11 case. Based upon his claim, Mr. DeGourse has received an initial
distribution of 159,533 shares under the Plan. 
 ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table presents certain information, as of April 26, 2004,
with respect to the common stock owned by each director, each executive officer
named in the Summary Compensation Table, all executive officers and directors
as a group and by each person (including any group as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended) who is known to
the Company to be the beneficial owner of more than 5% of the outstanding
shares of the Companys common stock. As of April 27, 2004, there were
26,777,344 shares of the Companys common stock outstanding. An additional
3,267,656 shares are reserved for issuance under the Plan. Except as otherwise
indicated below, each person listed has sole voting and investment power as to
the shares listed: Percent ofOutstandingCommon
    
    CommonName
    
    Age
    
    Stock
    
    Stock (1),(8)Ronald D. Risher
    
    
    47
    
    
    
    800,000
    
    
    
    3.0
    %Douglas S. Kearney
    
    
    35
    
    
    
    300,000
    
    
    
    1.1
    %Michael H. Riley
    
    
    56
    
    
    
    500,000
    
    
    
    1.9
    %Thomas W. Denomme
    
    
    43
    
    
    
    300,000
    
    
    
    1.1
    %
 5




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Percent ofOutstandingCommon
    
    CommonName
    
    Age
    
    Stock
    
    Stock (1),(8)Kenneth L. Shaw
    
    
    56
    
    
    
    200,000
    
    
    
    *Trevor G. Brown
    
    
    45
    
    
    
    50,000
    
    
    
    *Robert H. Naftaly
    
    
    66
    
    
    
    15,000
    
    
    
    *David P. Williams
    
    
    69
    
    
    
    15,000
    
    
    
    *Gary D. DeGourse
    
    
    54
    
    
    
    174,533
    
    
    
    *All Executive Officers and Directors as a group
(9 persons)
    
    
    
    
    
    
    2,354,533
    
    
    
    8.8
    %ABN AMRO, N.V. (2)
    
    
    
    
    
    
    2,352,534
    (3),(8)
    
    
    8.8
    % (3)ARK 2000-1 CLO, Limited (4)
    
    
    
    
    
    
    1,917,066
    (8)
    
    
    7.2
    %Bank One, N.A (5)
    
    
    
    
    
    
    4,025,520
    (8)
    
    
    15.1
    %Comerica Bank (6)
    
    
    
    
    
    
    1,633,641
    (8)
    
    
    6.1
    %Credit Lyonnais (7)
    
    
    
    
    
    
    1,633,641
    (8)
    
    
    6.1
    %Mark J. Clinton (9)
    
    
    44
    
    
    
    200,000
    
    
    
    *
 *     less than 1.0% of the outstanding shares See Item 11:Executive Compensation-Equity Compensation Plan Information for a
discussion of the EMIP. All of the shares issued to the executive officers of
the Company and disclosed in the table above were granted under the EMIP.  (1)
    
    Calculation of outstanding shares is based upon an outstanding amount of
26,777,344 and does not include the 3,267,656 shares reserved for
distribution under the Plan.(2)
    
    ABN AMRO, N.V. is located at 350 Park Avenue, New York, NY 10022.(3)
    
    Beneficial ownership includes those shares owned through one of its
operating subsidiaries, Standard Federal Bank, N.A.(4)
    
    ARK 2000-1 CLO, Limited is located at 40 Wall Street, New York, NY 10005.(5)
    
    Bank One, N.A. is located at 1 Bank One Plaza, Chicago, IL 50670.(6)
    
    Comerica Bank is located at 500 Woodward Avenue, Detroit, MI 48226.(7)
    
    Credit Lyonnais is located at 1301 Avenue of the Americas, New York, NY
10019(8)
    
    Depending on the ultimate resolution of the disputed claims under the
Plan, the amount of shares held may increase and/or the % ownership of the
outstanding shares may increase or decrease.(9)
    
    Former EVP and President Data Capture Services, from December 2002 to January 2004. 
 ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Except with respect to the Plan, and as disclosed under Item 11:
Executive Compensation-Equity Compensation Plan Information, and with respect
to the Credit Agreement between the Company and certain lenders (See Item 7:
Managements Discussion and Analysis of Financial Condition and Results of
Operations  Liquidity and Capital Resources), no executive officer, director
or 5% beneficial holder of the shares of the Common Stock has a direct or
indirect material interest in any transaction or series of similar
transactions, since January 1, 2003, or any currently proposed transaction, or
series of similar transactions, to which the Company or any of its subsidiaries
is a party, in which the amount involved exceeds $60,000. ABN AMRO, N.V. (and
one of its operating subsidiaries), ARK 2000-1 CLO, Limited, Bank One, N.A.,
Comerica Bank, and Credit Lyonnais are holders of certain of the Companys
Senior Notes under its Credit Agreement and each own more than 5% of the
outstanding shares of the Company. Mr. DeGourse was an unsecured claim holder
in the Companys Chapter 11 case. Based upon his claim, Mr. DeGourse has
received an initial distribution of 159,533 shares under the Plan. 6




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ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES Audit and Non-Audit Fees Aggregate fees for professional services rendered for the Company by Grant
Thornton LLP as of the years ended December 31, 2003 and 2002 are set forth
below. The aggregate fees included in the Audit category are fees billed for
the fiscal years for the audit of the Companys annual financial statements and
review of financial statements and statutory and regulatory filings or
engagements. The aggregate fees included in each of the other categories are
fees billed in the fiscal years. 2003
    
    2002Audit Fees
    
    $
    134,600
    
    
    $
    134,900Audit-Related Fees
    
    $
    0
    
    
    $
    0Tax Fees
    
    $
    98,700
    
    
    $
    42,825All Other Fees
    
    $
    8,500
    
    
    $
    5,000Total
    
    $
    241,800
    
    
    $
    182,725
 Audit Feesfor the years ended December 31, 2003 and 2002 were for
professional services rendered for the audits of the consolidated financial
statements of the Company, quarterly review of the financial statements
included in the Companys Quarterly Reports on Form 10-Q, or services that are
normally provided by Grant Thornton LLP in connection with statutory and
regulatory filings or engagements for such years. Tax Feesas of the years ended December 31, 2003 and 2002 were for
professional services rendered by Grant Thornton LLP for services related to
tax compliance, tax advice and tax planning. All Other Feesas of the years ended December 31, 2003 and 2002 were for
services rendered for audits of the Companys 401(k) Profit Sharing Plan &
Trust. Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit
Services of Independent Auditors The Audit Committee pre-approves all audit and non-audit services provided
by the independent auditors prior to the engagement of the independent auditors
with respect to such services. 
 ITEM 15: EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K A.(1)     Consolidated Financial Statements The consolidated financial statements applicable to the Company and its
consolidated affiliates filed with this report are set forth on the Index to
Consolidated Financial Statements of this report. (2)      Consolidated Financial Statement Schedules The consolidated financial statement schedule and report of independent
accountants have been filed as part of this Annual Report on Form 10-K as
indicated in the Index to Consolidated Financial Statements and of this report. 7




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(3)      Exhibits The following exhibits are filed as part of this report as required by
Item 601 of Regulation S-K. a.
    
    Exhibits3.1
    
    Amended and Restated Certificate of Incorporation (1)3.2
    
    Amended and Restated Bylaws (1)10.1
    
    Executive Management Incentive Plan (1)10.2
    
    Junior Note Indenture (1)10.3
    
    Employment Agreement between Lason Systems, Inc. and Ronald D. Risher (1)10.4
    
    Employment Agreement between Lason Systems, Inc. and Michael H. Riley (1)10.5
    
    Employment Agreement between Lason Systems, Inc. and Kenneth L. Shaw (1)10.6
    
    Employment Agreement between Lason Systems, Inc. and Thomas W. Denomme (1)10.7
    
    Employment Agreement between Lason Systems, Inc. and Douglas S. Kearney (1)10.8
    
    Credit Agreement between Lason and the Lenders
named therein, Bank One, N.A. as Agent dated as of June 30,
2002 (2)10.9
    
    First Amendment to the Credit Agreement (3)21.1
    
    Subsidiaries of the Registrant (4)24.1
    
    Power of Attorney (included on signature page of original Form 10-K)31.1
    
    Certification of Chief Executive Officer (t)31.2
    
    Certification of Chief Financial Officer (t)32.1
    
    Certification Pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Ocley Act of
2002 (t)
  (t)
    
    Filed herewith(1)
    
    Incorporated by reference from Exhibits
to Form 10-Q filed on November 19, 2002, Commission File
No. 0-21407(2)
    
    Incorporated by reference to Exhibit
10.9 to Form 10-K filed on March 31, 2003, Commission
File No. 0-21407(3)
    
    Incorporated by reference to Exhibit
10.10 to Form 10-Q filed on November 12, 2003, Commission
File NO. 0-21407(4)
    
    Included in original Form 10-K filed on
March 29, 2004. 8




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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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 on this day of April 27,
2004 LASON, INC.By:
    
    /s/ Ronald D. RisherRonald D. RisherPresident and Chief Executive Officer
 Pursuant to the requirements of the Securities Act of 1934, this report has
been signed below by the following persons in the capacities indicated on
behalf of Lason, Inc. this 27 day of April 2004. /s/ Ronald D. Risher

Ronald D. Risher
    
    Director, President and Chief Executive Officer (Principal
Executive Officer)/s/ Douglas S. Kearney

Douglas S. Kearney
    
    Executive Vice President, Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)*
    
    DirectorGary D. DeGourse*
    
    DirectorRobert H. Naftaly*
    
    DirectorDavid P. Williams/s/ Douglas S. KearneyDouglas S. Kearney
    
Attorney-in-Fact*
 9




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EXHIBIT INDEX Exhibit No.
    
    Description24.1
    
    Power of Attorney (included on signature page of original Form 10-K filed on March 29, 2004)31.1
    
    Certification of Chief Executive Officer31.2
    
    Certification of Chief Financial Officer32.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
 10