0000912057-01-536027.txt : 20011026
0000912057-01-536027.hdr.sgml : 20011026
ACCESSION NUMBER: 0000912057-01-536027
CONFORMED SUBMISSION TYPE: S-8
PUBLIC DOCUMENT COUNT: 4
FILED AS OF DATE: 20011019
EFFECTIVENESS DATE: 20011019
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: LIGHTBRIDGE INC
CENTRAL INDEX KEY: 0001017172
STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812]
IRS NUMBER: 043065140
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: S-8
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-71890
FILM NUMBER: 1762465
BUSINESS ADDRESS:
STREET 1: 67 S BEDFORD ST
CITY: BURLINGTON
STATE: MA
ZIP: 01803
BUSINESS PHONE: 6173594000
MAIL ADDRESS:
STREET 1: 67 SOUTH BEDFORD STREET
CITY: BURLINGTON
STATE: MA
ZIP: 01803
S-8
1
a2056716zs-8.txt
S-8
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
LIGHTBRIDGE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 04-3065140
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
67 SOUTH BEDFORD STREET 01803
BURLINGTON, MA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
LIGHTBRIDGE, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLAN)
--------------------
MS. PAMELA D. A. REEVE
Chief Executive Officer
LIGHTBRIDGE, INC.
67 South Bedford Street
Burlington, Massachusetts 01803
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(781) 359-4000
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
--------------------
WITH COPIES TO:
John D. Patterson, Jr., Esquire
Alexander H. Pyle, Esquire
Foley, Hoag & Eliot LLP
One Post Office Square
Boston, Massachusetts 02109
(617) 832-1000
--------------------
CALCULATION OF REGISTRATION FEE
-------------------------- --------------------- ----------------------- --------------------- ---------------------
TITLE OF PROPOSED PROPOSED
SECURITIES AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
-------------------------- --------------------- ----------------------- --------------------- ---------------------
Common Stock,
$.01 par value 200,000 (1) $9.12 (2) $1,824,000 $456.00
-------------------------- --------------------- ----------------------- --------------------- ---------------------
(1) Represents additional shares of common stock available for
issuance pursuant to Lightbridge, Inc.'s 1996 Employee Stock Purchase Plan,
as amended.
(2) Calculated pursuant to Rule 457(c) and (h)(1) under the Securities
Act of 1933 based on the average of the high and low sales price of the common
stock as reported on the Nasdaq National Market on October 17, 2001.
================================================================================
This Registration Statement covers an additional 200,000 shares of
common stock issuable pursuant to Lightbridge, Inc.'s 1996 Employee Stock
Purchase Plan, as amended (the "Plan"). These shares are in addition to the
100,000 shares of common stock issuable under the Plan registered pursuant to
the Registration Statement on Form S-8, File No. 333-43586, which Lightbridge
filed with the Securities and Exchange Commission on August 11, 2000 and the
100,000 shares of common stock issuable under the Plan registered pursuant to
the Registration Statement on Form S-8, File No. 333-21585, which Lightbridge
filed with the Securities and Exchange Commission on February 11, 1997.
The contents of Lightbridge's Registration Statements on Form S-8, File
Nos. 333-43586 and 333-21585 are incorporated herein by reference.
-3-
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION
4.1 (1) Amended and Restated Certificate of Incorporation of
the Company
4.2 (1) Amended and Restated By-Laws of the Company
4.3 (2) Amendment to Amended and Restated By-Laws of the
Company, adopted October 29, 1998
4.4 (1) Specimen Certificate for Common Stock of the Company
4.5 (3) Rights Agreement dated as of November 14, 1997, between
Lightbridge, Inc. and American Stock Transfer and Trust
Company, as Rights Agent
4.6 (3) Form of Certificate of Designation of Series A
Participating Cumulative Preferred Stock of
Lightbridge, Inc.
4.7 (3) Form of Right Certificate
5.1* Opinion of Foley, Hoag & Eliot LLP
23.1* Independent Auditors' Consent of Deloitte & Touche LLP
23.2* Consent of KPMG LLP
23.3* Consent of Foley, Hoag & Eliot LLP (included in Exhibit
5.1)
24.1* Power of Attorney (contained on the signature page)
99.1 (4) 1996 Employee Stock Purchase Plan, as amended
99.2 (5) Amendments to Lightbridge's 1996 Employee Stock
Purchase Plan, as amended
-------------------------------------
* Filed herewith
(1) Incorporated by reference from Lightbridge's Registration Statement on
Form S-1, as amended (File No. 333-6589)
(2) Incorporated by reference from Lightbridge's Quarterly Report on Form
10-Q for the quarter ended September 30, 1998.
(3) Incorporated by reference from Lightbridge's Registration Statement on
Form 8-A, as filed with the Securities and Exchange Commission on
November 21, 1997.
(4) Incorporated by reference from Lightbridge's Registration Statement
on Form S-8, as filed with the Securities and Exchange Commission on
March 9, 2001.
(5) Incorporated by reference from Lightbridge's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2001.
SIGNATURES
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 on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Burlington, Massachusetts, on this 1st day of August,
2001.
LIGHTBRIDGE, INC.
By: /s/ Pamela D.A. Reeve
-----------------------
Pamela D.A. Reeve
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Pamela D.A. Reeve as the undersigned's
true and lawful attorney-in-fact and agent, with full power of substitution, for
the undersigned and in the undersigned's name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing which she may deem necessary or advisable to be done in
connection with this Registration Statement, as fully to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or any substitute or
substitutes for her, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the indicated capacities
on the dates indicated.
SIGNATURE TITLE DATE
/s/ Pamela D.A. Reeve Chief Executive Officer and Director August 1, 2001
-------------------------------------- (Principal Executive Officer)
Pamela D.A. Reeve
/s/ Thomas C. Meyer President, Chief Operating Officer August 1, 2001
-------------------------------------- and Director
Thomas C. Meyer
Chief Financial Officer and Vice President,
/s/ Harlan Plumley Finance and Administration, August 1, 2001
-------------------------------------- Treasurer (Principal Financial and Accounting
Harlan Plumley Officer)
/s/ Torrence C. Harder Director August 1, 2001
--------------------------------------
Torrence C. Harder
/s/ Rachelle B. Chong Director August 1, 2001
--------------------------------------
Rachelle B. Chong
/s/ Andrew G. Mills Director August 1, 2001
--------------------------------------
Andrew G. Mills
-4-
EX-5.1
3
a2056716zex-5_1.txt
EXHIBIT 5.1
Exhibit 5.1
October 19, 2001
Lightbridge, Inc.
67 South Bedford Street
Burlington, Massachusetts 01803
Ladies and Gentlemen:
We have acted as counsel for Lightbridge, Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
of a Registration Statement on Form S-8 (the "Registration Statement") relating
to the offering by the Company of 200,000 shares (the "Shares") of its common
stock, $.01 par value, issuable pursuant to the Lightbridge, Inc. 1996 Employee
Stock Purchase Plan (the "Plan").
In arriving at the opinions expressed below, we have examined and
relied on the following documents:
(i) the Registration Statement;
(ii) the Plan;
(iii) the Certificate of Incorporation and By-Laws of the Company;
and
(iv) a written consent adopted by the Board of Directors as of
August 1, 2001.
In addition, we have examined and relied on the originals or copies
certified or otherwise identified to our satisfaction of all such records,
documents and instruments of the Company and such other persons, and we have
made such investigations of law, as we have deemed appropriate as a basis for
the opinions expressed below.
We express no opinion other than as to the General Corporation Law of
the State of Delaware.
Based upon the foregoing, we are of the opinion that:
1. The Company has the corporate power necessary for the issuance of the Shares
under the Plan, as contemplated by the Registration Statement.
October 19, 2001
Page 2
2. The Shares have been duly authorized and, when issued against payment of the
agreed consideration therefor in accordance with the Plan, will be validly
issued, fully paid and non-assessable.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
FOLEY, HOAG & ELIOT LLP
By: /s/ Alexander H. Pyle
----------------------------
a Partner
EX-23.1
4
a2056716zex-23_1.txt
EXHIBIT 23.1
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Lightbridge, Inc. on Form S-8 of our report dated January 23, 2001
(February 7, 2001 as to Note 1 "Merger with Corsair Communications, Inc.")
appearing in the Annual Report on Form 10-K and our report dated May 1, 2001
(which includes an explanatory paragraph relating to the restatement of the
consolidated financial statements for a pooling-of-interests) appearing in
the Current Report on Form 8-K of Lightbridge, Inc. dated June 4, 2001 for
the year ended December 31, 2000.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
October 19, 2001
EX-23.2
5
a2056716zex-23_2.txt
EXHIBIT 23.2
Exhibit 23.2
Consent of KPMG LLP
We consent to the incorporation by reference of our report dated January 24,
2001, except as to note 8, which is as of February 7, 2001 (which includes an
emphasis of a matter relating to the acquisition of all outstanding stock of
Corsair Communications, Inc. by Lightbridge, Inc.), relating to the
consolidated balance sheets of Corsair Communications, Inc. as of December
31, 2000, and 1999, and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 2000, which report appears in the Form 8-K of
Lightbridge, Inc. dated June 4, 2001.
/s/ KPMG LLP
Mountain View, California
October 19, 2001