<PAGE>   1
   As filed with the Securities and Exchange Commission on December 23, 1996

                                                           Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                        --------------------------------

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        --------------------------------

                                  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
                           TELEPHONE: (810) 597-5800

  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                       ---------------------------------

                             1995 STOCK OPTION PLAN

                        -------------------------------
                           (Full title of the plans)

                    GARY L. MONROE, CHIEF EXECUTIVE OFFICER
                            1305 STEPHENSON HIGHWAY
                              TROY, MICHIGAN 48083
                           TELEPHONE: (810) 597-5800
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                WITH A COPY TO:

                            LAURENCE B. DEITCH, ESQ.
                              FRED B. GREEN, ESQ.
                              SEYBURN, KAHN, GINN,
                         BESS, DEITCH AND SERLIN, P.C.
                          2000 TOWN CENTER, SUITE 1500
                        SOUTHFIELD, MICHIGAN 48075-1195
                       
                       ---------------------------------

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
                                        Proposed Maximum     Proposed Maximum
Titles of Securities  Amount to be      Offering Price Per   Aggregate Offering       Amount of
to be Registered      Registered (1)         Share                 Price           Registration Fee
---------------------------------------------------------------------------------------------------
  <S>                <C>                 <C>                 <C>                   <C>
    Common Stock       1,012,500 shares     $8.57 (2)           $8,675,665.20 (2)      $2,628.73
    ($0.01 par value)
</TABLE>


       (1) Indicates (i) the number of shares of Common Stock, $0.01 par value
("Common Stock") authorized and reserved for issuance and which may be sold upon
the exercise of options which previously have been granted and/or may be granted
to certain persons under the Lason, Inc. 1995 Stock Option Plan (1,000,000
shares) and (ii) the number of shares of Common Stock authorized and reserved
for issuance and which may be sold upon the exercise of an option granted to
Donald M. Gleklen, Director of the Company, at the time he became a Director of
the Company (12,500 shares).  Pursuant to Rule 416(a), this Registration
Statement shall also be deemed to cover any additional securities to be offered
or issued in connection with terms of the above-referenced plans which provide
for changes in the amount of securities to be offered or issued to prevent
dilution resulting from stock splits, stock dividends or similar transactions.

       (2)  Estimated solely for the purpose of computing the registration fees
as follows:  (i) as to 779,020 shares now under option on the basis of the
aggregate price at which such shares may be purchased by optionees; and (ii) as
to 233,480 shares for which options have not yet been granted on the basis of
the average of the high and low prices for the Common Stock on the Nasdaq
National Market System on December 19, 1996 of $19.63.
<PAGE>   2
         PART I - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


ITEM 1.  PLAN INFORMATION

Not filed with the Registration Statement


ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

Not filed with the Registration Statement.



           PART II  - INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents heretofore filed by Lason, Inc. (the "Company") with
the Securities and Exchange Commission (the "Commission"), are incorporated in
this Registration Statement by reference:

         1. The Company's prospectus dated October 9, 1996, filed pursuant
            to Rule 424(b) under the Securities Act of 1933, as amended.
         2. The Company's quarterly report on Form 10-Q for the quarter
            ended September 30, 1996.
         3. The description of the Company's common stock, par value $0.01
            per share, contained in the registration statement on Form 8-A of
            the Company (Commission File No. 0-21407) filed under the
            Securities and Exchange Act of 1934 and declared effective on
            October 8, 1996.

All documents filed with the Commission by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
hereto which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
thereof from the date of filing of such documents.  Any statement contained in
a document all or a portion of which is incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

The validity of the Common Stock offered under the 1995 Stock Option Plan and
the Stock Option Agreement will be passed upon for the Company by Seyburn,
Kahn, Ginn, Bess, Deitch & Serlin, P.C., 2000 Town Center, Suite 1500,
Southfield, Michigan  48075.  Until August 6, 1996, Laurence


                                     II-1
<PAGE>   3

B. Deitch, a shareholder of the firm, served as Trustee of the Joseph Jonathan
Yanover and Jennifer D. Yanover Irrevocable Trust Dated January 5, 1993, which
owns approximately 4.8% of the Common Stock of the Company.  Mr. Deitch is also
an Assistant Secretary of the Company and some of its subsidiaries.  In the
aggregate, the attorneys of Seyburn, Kahn, Ginn, Bess, Deitch & Serlin, P.C.
own 1,200 shares of Common Stock of the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company is incorporated under the laws of the State of Delaware.  Section
145 of the General Corporation Law of the State of Delaware ("Section 145")
provides that a Delaware corporation may indemnify any persons who are, or are
threatened to be made, parties to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation), by reason of the
fact that such person was an officer, director, employee or agent of another
corporation or enterprise.  The indemnity may include expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action 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, had no reasonable cause to believe that his
conduct was illegal.  A Delaware corporation may indemnify any persons who are,
or are threatened to be made, a party to any threatened pending or completed
action or suit by or in the right of the corporation by reason of the fact that
such person was a director, officer, employee or agent of such corporation, or
is or was serving at the request of such corporation as a director, officer,
employee or agent of another corporation or enterprise.  The indemnity may
include expenses (including attorneys' fees) actually and reasonably incurred
by such person in connection with the defense or settlement of such action or
suit, provided such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interest, except
that no indemnification is permitted without judicial approval if the officer
or director is adjudged to be liable to the corporation.  Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses
which such officer or director has actually and reasonably incurred.  Pursuant
to Section 145, the Company may purchase insurance on behalf of its present and
former directors and officers against any liability asserted against or
incurred by them in such capacity or arising out of their status as such,
including liabilities under the Securities Act.

The Company's Amended and Restated Certificate of Incorporation and Bylaws
provide for the indemnification of directors and officers of the company to the
fullest extent permitted by Section 145.

In that regard, the Amended and Restated Certificate of Incorporation and
Bylaws provide that the Company shall 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, administrative or
investigative (other than action by or in the right of the corporation) by
reason of the fact that he is or was a director or officer of the Company, or
is or was serving at the request of the Company as a director, officer or
member of another corporation, partnership, joint venture, trust or other
enterprise, 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 such corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Indemnification in connection with an action or suit by or in the right of such
corporation to procure a judgment in its favor is limited to payment of
expenses (including attorneys' fees) actually and reasonably incurred in
connection with the defense or settlement of such an action or suit except that
no such indemnification may be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the indemnifying corporation
unless and only to the extent that the Court of Chancery of Delaware or the
court in which such action or

                                     II-2

<PAGE>   4

suit was brought shall determine that, despite the adjudication of liability
but in consideration of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.

ITEM 7.  EXEMPTION FROM REGISTRATION.

Not applicable.


ITEM 8.  EXHIBITS.

The following documents are attached hereto or incorporated herein by reference
as exhibits to this Registration Statement:

<TABLE>
<CAPTION>

Exhibit Number                Description of Document
--------------                -----------------------
<S>                          <C>
    4.1                       Form of Amended and Restated Certificate of
                              Incorporation of Registrant (incorporated herein
                              by reference to Exhibit 3.1 of Registrant's
                              Registration Statement on Amendment No. 4 to Form
                              S-1 dated October 7, 1996, Commission File No.
                              333-09799).

    4.2                       Form of Amended and Restated Bylaws of
                              Registrant (incorporated herein by reference to
                              Exhibit 3.2 of Registrant's Registration
                              Statement on Amendment No. 4 to Form S-1 dated
                              October 7, 1996, Commission File No. 333-09799).

    5                         Opinion and Consent of Seyburn, Kahn, Ginn,
                              Bess, Deitch & Serlin, P.C. as to the legality of
                              the securities being registered.

    23.1                      Consent of Coopers  & Lybrand L.L.P.,
                              independent auditors.

    23.2                      Consent of Seyburn, Kahn, Ginn, Bess, Deitch
                              & Serlin, legal counsel (contained in Exhibit 5).

    24                        Powers of Attorney (contained in the signature
                              pages of this Registration Statement).

</TABLE>

                                     II-3
<PAGE>   5
<TABLE>
<CAPTION>

Exhibit Number                Description of Document
--------------                -----------------------
<S>                          <C>
     99.1                     1995 Stock Option Plan of Registrant
                              (incorporated herein by reference to Exhibit
                              10.11 of Registrant's Registration Statement on
                              Amendment No. 4 to Form S-1 dated October 7,
                              1996, Commission File No. 333-09799).

     99.2                     Stock Option Agreement dated August 7, 1995
                              by and between Registrant and Donald Gleklen
                              (incorporated herein by reference to Exhibit
                              10.14 of Registrant's Registration Statement on
                              Amendment No. 4 to Form S-1 dated October 7,
                              1996, Commission File No. 333-09799).

     99.3                     Amendment to Employee Stock Option Agreement
                              by and between Registrant and Donald Gleklen
                              (incorporated herein by reference to Exhibit
                              10.36 of Registrant's Registration Statement on
                              Amendment No. 4 to Form S-1 dated October 7,
                              1996, Commission File No. 333-09799).

     99.4                     Form of Employee Stock Option
                              Agreement by and between the Company and Mr.
                              Monroe dated December 17, 1996.

     99.5                     Form of Employee Stock Option
                              Agreement by and between the Company and Mr.
                              Rauwerdink dated December 17, 1996.

     99.6                     Form of Employee Stock Option
                              Agreement by and between the Company and Mr.
                              Jablonski dated December 17, 1996.

     99.7                     Form of Employee Stock Option
                              Agreement by and between the Company and Mr.
                              Newman dated December 17, 1996.
</TABLE>

ITEM 9.  UNDERTAKINGS.

A.   The undersigned Registrant hereby undertakes:

     (1)    To file, during any period in which offers or sales are being made,
            a post-effective amendment to this Registration Statement:

            (i)   To include any prospectus required by Section 10(a)(3) of
                  the Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration
                  Statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in the
                  Registration Statement;

            (iii) To include any material information with respect
                  to the plan of distribution not previously disclosed in the
                  Registration Statement or any material change to such
                  information in the Registration Statement;

            Provided, however that paragraphs A(1)(i) and A(1)(ii) shall not
            apply if the information required to be included in a
            post-effective amendment by those paragraphs is contained in
            periodic reports filed by the Registrant pursuant to Section 13 or
            Section 15(d) of the Securities Exchange Act of 1934 that are
            incorporated by reference in the Registration Statement.

     (2)    That, for the purpose of determining any liability under the
            Securities Act of 1933, each such post-effective amendment 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.

     (3)    To remove from registration by means of a post-effective amendment
            any of the securities being registered which remain unsold at the
            termination of the offering.

(B)  The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each filing of
     the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 (and, where applicable, each filing
     of an employee benefit plan's annual report pursuant to Section 15(d)

                                     II-4
<PAGE>   6
     of the Securities Exchange Act of 1934) that is incorporated by reference
     in this Registration Statement shall be deemed to be a new registration
     statement relating to the securities offered herein, and the offering of
     such securities at that time shall be deemed to be the initial bona fide
     offering thereof.

(C)  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 provisions described in Item 6
     above, 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 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 Act and
     will be governed by the final adjudication of such issue.


                                   SIGNATURES

The Registrant.  Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing of Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Troy, State of Michigan on December 23, 1996.

                                              LASON, INC.

                                              By:  /s/ Gary L. Monroe
                                                   -------------------------
                                                       Gary L. Monroe
                                                       Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below on December ___, 1996, by the following persons
in the capacities indicated below.  By so signing, each of the undersigned, in
his capacity as a director or officer, or both, as the case may be, of the
Registrant, does hereby appoint Gary L. Monroe, Allen J. Nesbitt and William J.
Rauwerdink, and each of them severally, his or her true and lawful attorney to
execute in his or her name, place and stead, in his or her capacity as a
director or officer, or both, as the case may be, of the Registrant, any and
all amendments to this Registration Statement and post-effective amendments
thereto (including prospectus supplements) and all instruments necessary or
incidental in connection therewith, and to file the same with the Securities
and Exchange Commission.  Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of each of the
undersigned, in any and all capacities, every act whatsoever requisite or
necessary to be done in the premises as fully, and for all intents and
purposes, as each of the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts of said attorneys and each
of them.


SIGNATURE                                       CAPACITY
---------                                       --------                 


/s/ Robert A. Yanover                          Chairman of the Board
----------------------
Robert A. Yanover



                      (SIGNATURES CONTINUED ON NEXT PAGE)


                                     II-5
<PAGE>   7

 /s/ Gary L. Monroe
---------------------------
Gary L. Monroe                    Chief Executive Officer (principal executive
                                  officer) and Director

 /s/ Allen J. Nesbitt
---------------------------
Allen J. Nesbitt                  President and Director


 /s/  William J. Rauwerdink
---------------------------
William J. Rauwerdink             Executive Vice President, Chief Financial
                                  Officer, Treasurer and Secretary (principal
                                  financial and accounting officer)

 /s/  Donald M. Gleklen
---------------------------
Donald M. Gleklen                 Director

---------------------------
Bruce V. Rauner                   Director

---------------------------
Joseph P. Nolan                   Director


                                     II-6



<PAGE>   8
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>

                                                                                             
Exhibit Number  Description of Document                                              
--------------  -----------------------                                                     
<S>             <C>                                               
 5              Opinion and consent of  Seyburn, Kahn, Ginn,
                Bess, Deitch & Serlin, P.C., legal counsel

 23.1           Consent of Coopers & Lybrand, L.L.P.,
                independent auditors

 99.4           Form of Employee Stock Option Agreement by and between the Company and Mr.
                Monroe dated December 17, 1996.

 99.5           Form of Employee Stock Option Agreement by and between the Company and Mr.
                Rauwerdink dated December 17, 1996.

 99.6           Form of Employee Stock Option Agreement by and between the Company and Mr.
                Jablonski dated December 17, 1996.

 99.7           Form of Employee Stock Option Agreement by and between the Company and Mr.
                Newman dated December 17, 1996.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24855}]
{"company-data": {"conformed-name": "LASON INC", "cik": "0001020616", "assigned-sic": "8742", "irs-number": "383214743", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-18551", "film-number": "96684757"}, "business-address": {"street1": "1305 STEPHENSON HIGHWAY", "city": "TROY", "state": "MI", "zip": "48083", "phone": "8105975800"}, "former-company": {"former-conformed-name": "LASON HOLDINGS INC", "date-changed": "19960807"}}
1
   As filed with the Securities and Exchange Commission on December 23, 1996

                                                           Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                        --------------------------------

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        --------------------------------

                                  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
                           TELEPHONE: (810) 597-5800

  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                       ---------------------------------

                             1995 STOCK OPTION PLAN

                        -------------------------------
                           (Full title of the plans)

                    GARY L. MONROE, CHIEF EXECUTIVE OFFICER
                            1305 STEPHENSON HIGHWAY
                              TROY, MICHIGAN 48083
                           TELEPHONE: (810) 597-5800
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                WITH A COPY TO:

                            LAURENCE B. DEITCH, ESQ.
                              FRED B. GREEN, ESQ.
                              SEYBURN, KAHN, GINN,
                         BESS, DEITCH AND SERLIN, P.C.
                          2000 TOWN CENTER, SUITE 1500
                        SOUTHFIELD, MICHIGAN 48075-1195
                       
                       ---------------------------------

                        CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------
                                        Proposed Maximum     Proposed Maximum
Titles of Securities  Amount to be      Offering Price Per   Aggregate Offering       Amount of
to be Registered      Registered (1)         Share                 Price           Registration Fee
---------------------------------------------------------------------------------------------------
Common Stock       1,012,500 shares     $8.57 (2)           $8,675,665.20 (2)      $2,628.73
    ($0.01 par value)
(1) Indicates (i) the number of shares of Common Stock, $0.01 par value
("Common Stock") authorized and reserved for issuance and which may be sold upon
the exercise of options which previously have been granted and/or may be granted
to certain persons under the Lason, Inc. 1995 Stock Option Plan (1,000,000
shares) and (ii) the number of shares of Common Stock authorized and reserved
for issuance and which may be sold upon the exercise of an option granted to
Donald M. Gleklen, Director of the Company, at the time he became a Director of
the Company (12,500 shares).  Pursuant to Rule 416(a), this Registration
Statement shall also be deemed to cover any additional securities to be offered
or issued in connection with terms of the above-referenced plans which provide
for changes in the amount of securities to be offered or issued to prevent
dilution resulting from stock splits, stock dividends or similar transactions.

       (2)  Estimated solely for the purpose of computing the registration fees
as follows:  (i) as to 779,020 shares now under option on the basis of the
aggregate price at which such shares may be purchased by optionees; and (ii) as
to 233,480 shares for which options have not yet been granted on the basis of
the average of the high and low prices for the Common Stock on the Nasdaq
National Market System on December 19, 1996 of $19.63.
2
         PART I - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION

Not filed with the Registration Statement

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

Not filed with the Registration Statement.

           PART II  - INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents heretofore filed by Lason, Inc. (the "Company") with
the Securities and Exchange Commission (the "Commission"), are incorporated in
this Registration Statement by reference:

         1. The Company's prospectus dated October 9, 1996, filed pursuant
            to Rule 424(b) under the Securities Act of 1933, as amended.
         2. The Company's quarterly report on Form 10-Q for the quarter
            ended September 30, 1996.
         3. The description of the Company's common stock, par value $0.01
            per share, contained in the registration statement on Form 8-A of
            the Company (Commission File No. 0-21407) filed under the
            Securities and Exchange Act of 1934 and declared effective on
            October 8, 1996.

All documents filed with the Commission by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
hereto which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
thereof from the date of filing of such documents.  Any statement contained in
a document all or a portion of which is incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

The validity of the Common Stock offered under the 1995 Stock Option Plan and
the Stock Option Agreement will be passed upon for the Company by Seyburn,
Kahn, Ginn, Bess, Deitch & Serlin, P.C., 2000 Town Center, Suite 1500,
Southfield, Michigan  48075.  Until August 6, 1996, Laurence

                                     II-1
3

B. Deitch, a shareholder of the firm, served as Trustee of the Joseph Jonathan
Yanover and Jennifer D. Yanover Irrevocable Trust Dated January 5, 1993, which
owns approximately 4.8% of the Common Stock of the Company.  Mr. Deitch is also
an Assistant Secretary of the Company and some of its subsidiaries.  In the
aggregate, the attorneys of Seyburn, Kahn, Ginn, Bess, Deitch & Serlin, P.C.
own 1,200 shares of Common Stock of the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company is incorporated under the laws of the State of Delaware.  Section
145 of the General Corporation Law of the State of Delaware ("Section 145")
provides that a Delaware corporation may indemnify any persons who are, or are
threatened to be made, parties to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation), by reason of the
fact that such person was an officer, director, employee or agent of another
corporation or enterprise.  The indemnity may include expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action 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, had no reasonable cause to believe that his
conduct was illegal.  A Delaware corporation may indemnify any persons who are,
or are threatened to be made, a party to any threatened pending or completed
action or suit by or in the right of the corporation by reason of the fact that
such person was a director, officer, employee or agent of such corporation, or
is or was serving at the request of such corporation as a director, officer,
employee or agent of another corporation or enterprise.  The indemnity may
include expenses (including attorneys' fees) actually and reasonably incurred
by such person in connection with the defense or settlement of such action or
suit, provided such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interest, except
that no indemnification is permitted without judicial approval if the officer
or director is adjudged to be liable to the corporation.  Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses
which such officer or director has actually and reasonably incurred.  Pursuant
to Section 145, the Company may purchase insurance on behalf of its present and
former directors and officers against any liability asserted against or
incurred by them in such capacity or arising out of their status as such,
including liabilities under the Securities Act.

The Company's Amended and Restated Certificate of Incorporation and Bylaws
provide for the indemnification of directors and officers of the company to the
fullest extent permitted by Section 145.

In that regard, the Amended and Restated Certificate of Incorporation and
Bylaws provide that the Company shall 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, administrative or
investigative (other than action by or in the right of the corporation) by
reason of the fact that he is or was a director or officer of the Company, or
is or was serving at the request of the Company as a director, officer or
member of another corporation, partnership, joint venture, trust or other
enterprise, 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 such corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Indemnification in connection with an action or suit by or in the right of such
corporation to procure a judgment in its favor is limited to payment of
expenses (including attorneys' fees) actually and reasonably incurred in
connection with the defense or settlement of such an action or suit except that
no such indemnification may be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the indemnifying corporation
unless and only to the extent that the Court of Chancery of Delaware or the
court in which such action or

                                     II-2
4

suit was brought shall determine that, despite the adjudication of liability
but in consideration of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.

ITEM 7.  EXEMPTION FROM REGISTRATION.

Not applicable.

ITEM 8.  EXHIBITS.

The following documents are attached hereto or incorporated herein by reference
as exhibits to this Registration Statement:
Exhibit Number                Description of Document
--------------                -----------------------
4.1                       Form of Amended and Restated Certificate of
                              Incorporation of Registrant (incorporated herein
                              by reference to Exhibit 3.1 of Registrant's
                              Registration Statement on Amendment No. 4 to Form
                              S-1 dated October 7, 1996, Commission File No.
                              333-09799).

    4.2                       Form of Amended and Restated Bylaws of
                              Registrant (incorporated herein by reference to
                              Exhibit 3.2 of Registrant's Registration
                              Statement on Amendment No. 4 to Form S-1 dated
                              October 7, 1996, Commission File No. 333-09799).

    5                         Opinion and Consent of Seyburn, Kahn, Ginn,
                              Bess, Deitch & Serlin, P.C. as to the legality of
                              the securities being registered.

    23.1                      Consent of Coopers  & Lybrand L.L.P.,
                              independent auditors.

    23.2                      Consent of Seyburn, Kahn, Ginn, Bess, Deitch
                              & Serlin, legal counsel (contained in Exhibit 5).

    24                        Powers of Attorney (contained in the signature
                              pages of this Registration Statement).
II-3
5
Exhibit Number                Description of Document
--------------                -----------------------
99.1                     1995 Stock Option Plan of Registrant
                              (incorporated herein by reference to Exhibit
                              10.11 of Registrant's Registration Statement on
                              Amendment No. 4 to Form S-1 dated October 7,
                              1996, Commission File No. 333-09799).

     99.2                     Stock Option Agreement dated August 7, 1995
                              by and between Registrant and Donald Gleklen
                              (incorporated herein by reference to Exhibit
                              10.14 of Registrant's Registration Statement on
                              Amendment No. 4 to Form S-1 dated October 7,
                              1996, Commission File No. 333-09799).

     99.3                     Amendment to Employee Stock Option Agreement
                              by and between Registrant and Donald Gleklen
                              (incorporated herein by reference to Exhibit
                              10.36 of Registrant's Registration Statement on
                              Amendment No. 4 to Form S-1 dated October 7,
                              1996, Commission File No. 333-09799).

     99.4                     Form of Employee Stock Option
                              Agreement by and between the Company and Mr.
                              Monroe dated December 17, 1996.

     99.5                     Form of Employee Stock Option
                              Agreement by and between the Company and Mr.
                              Rauwerdink dated December 17, 1996.

     99.6                     Form of Employee Stock Option
                              Agreement by and between the Company and Mr.
                              Jablonski dated December 17, 1996.

     99.7                     Form of Employee Stock Option
                              Agreement by and between the Company and Mr.
                              Newman dated December 17, 1996.
ITEM 9.  UNDERTAKINGS.

A.   The undersigned Registrant hereby undertakes:

     (1)    To file, during any period in which offers or sales are being made,
            a post-effective amendment to this Registration Statement:

            (i)   To include any prospectus required by Section 10(a)(3) of
                  the Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration
                  Statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in the
                  Registration Statement;

            (iii) To include any material information with respect
                  to the plan of distribution not previously disclosed in the
                  Registration Statement or any material change to such
                  information in the Registration Statement;

            Provided, however that paragraphs A(1)(i) and A(1)(ii) shall not
            apply if the information required to be included in a
            post-effective amendment by those paragraphs is contained in
            periodic reports filed by the Registrant pursuant to Section 13 or
            Section 15(d) of the Securities Exchange Act of 1934 that are
            incorporated by reference in the Registration Statement.

     (2)    That, for the purpose of determining any liability under the
            Securities Act of 1933, each such post-effective amendment 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.

     (3)    To remove from registration by means of a post-effective amendment
            any of the securities being registered which remain unsold at the
            termination of the offering.

(B)  The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each filing of
     the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of 1934 (and, where applicable, each filing
     of an employee benefit plan's annual report pursuant to Section 15(d)

                                     II-4
6
     of the Securities Exchange Act of 1934) that is incorporated by reference
     in this Registration Statement shall be deemed to be a new registration
     statement relating to the securities offered herein, and the offering of
     such securities at that time shall be deemed to be the initial bona fide
     offering thereof.

(C)  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 provisions described in Item 6
     above, 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 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 Act and
     will be governed by the final adjudication of such issue.

                                   SIGNATURES

The Registrant.  Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing of Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Troy, State of Michigan on December 23, 1996.

                                              LASON, INC.

                                              By:  /s/ Gary L. Monroe
                                                   -------------------------
                                                       Gary L. Monroe
                                                       Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below on December ___, 1996, by the following persons
in the capacities indicated below.  By so signing, each of the undersigned, in
his capacity as a director or officer, or both, as the case may be, of the
Registrant, does hereby appoint Gary L. Monroe, Allen J. Nesbitt and William J.
Rauwerdink, and each of them severally, his or her true and lawful attorney to
execute in his or her name, place and stead, in his or her capacity as a
director or officer, or both, as the case may be, of the Registrant, any and
all amendments to this Registration Statement and post-effective amendments
thereto (including prospectus supplements) and all instruments necessary or
incidental in connection therewith, and to file the same with the Securities
and Exchange Commission.  Each of said attorneys shall have full power and
authority to do and perform in the name and on behalf of each of the
undersigned, in any and all capacities, every act whatsoever requisite or
necessary to be done in the premises as fully, and for all intents and
purposes, as each of the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts of said attorneys and each
of them.

SIGNATURE                                       CAPACITY
---------                                       --------                 

/s/ Robert A. Yanover                          Chairman of the Board
----------------------
Robert A. Yanover

                      (SIGNATURES CONTINUED ON NEXT PAGE)

                                     II-5
7

 /s/ Gary L. Monroe
---------------------------
Gary L. Monroe                    Chief Executive Officer (principal executive
                                  officer) and Director

 /s/ Allen J. Nesbitt
---------------------------
Allen J. Nesbitt                  President and Director

 /s/  William J. Rauwerdink
---------------------------
William J. Rauwerdink             Executive Vice President, Chief Financial
                                  Officer, Treasurer and Secretary (principal
                                  financial and accounting officer)

 /s/  Donald M. Gleklen
---------------------------
Donald M. Gleklen                 Director

---------------------------
Bruce V. Rauner                   Director

---------------------------
Joseph P. Nolan                   Director

                                     II-6
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                                 EXHIBIT INDEX
Exhibit Number  Description of Document                                              
--------------  -----------------------
5              Opinion and consent of  Seyburn, Kahn, Ginn,
                Bess, Deitch & Serlin, P.C., legal counsel

 23.1           Consent of Coopers & Lybrand, L.L.P.,
                independent auditors

 99.4           Form of Employee Stock Option Agreement by and between the Company and Mr.
                Monroe dated December 17, 1996.

 99.5           Form of Employee Stock Option Agreement by and between the Company and Mr.
                Rauwerdink dated December 17, 1996.

 99.6           Form of Employee Stock Option Agreement by and between the Company and Mr.
                Jablonski dated December 17, 1996.

 99.7           Form of Employee Stock Option Agreement by and between the Company and Mr.
                Newman dated December 17, 1996.