8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


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


                                    FORM 8-K


                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


         Date of Report. (Date of earliest event reported) June 27, 2002


                                LIGHTBRIDGE, INC.
               (Exact Name of Registrant as Specified in Charter)


        DELAWARE                      000-21319                04-3065140
(State or Other Jurisdic-            (Commission              (IRS Employer
 tion of Incorporation)              File Number)           Identification No.)


            67 SOUTH BEDFORD STREET, BURLINGTON, MASSACHUSETTS 01803
               (Address of Principal Executive Offices) (Zip Code)


        Registrant's telephone number, including area code (781) 359-4000


                                 NOT APPLICABLE
          (Former Name or Former Address, if Changed Since Last Report)





ITEM 5.  OTHER EVENTS.

         On June 27, 2002, Lightbridge, Inc., a Delaware corporation
("Lightbridge" or the "Company"), announced that it anticipates lower 2002
second quarter revenue due to recent WorldCom events and slower subscriber
growth. The Company also announced a restructuring plan to preserve its
financial strength.

         The Company announced that it expects to report lower-than-anticipated
revenues for the second quarter in the range of approximately $33.0 million to
$34.0 million and a loss of $0.08 to $0.09 per diluted share for the quarter
ending June 30, 2002. The anticipated second quarter loss includes a pre-tax
restructuring charge in the range of $3.6 million to $4.2 million.

         Lightbridge also announced that it plans to reduce its total workforce
by seven percent, eliminating about 65 positions at its Burlington,
Massachusetts, Broomfield, Colorado and Irvine, California locations. The
Company also plans to consolidate its Waltham, Massachusetts call center
operations in the Lynn, Massachusetts and Broomfield, Colorado facilities by the
end of the year. These actions are expected to generate savings in the range of
$7.0 million to $7.5 million in 2003. The $3.6 million to $4.2 million
restructuring charge planned for the quarter ending June 30, 2002 is principally
related to employee severance costs, facilities reductions and call center
capital equipment write-offs associated with these measures.

         A copy of the press release issued by Lightbridge on June 27, 2002,
which commented on the actions described above, is included as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated by reference herein.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         (c)   Exhibits.

         99.1  Press Release dated June 27, 2002, entitled "Lightbridge
Anticipates Lower Second Quarter Revenue Due to Recent WorldCom Events and
Slower Subscriber Growth. Company Announces Restructuring Plan to Preserve
Financial Strength."

         -----------

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


                                LIGHTBRIDGE, INC.


                                By: /s/ Harlan Plumley
                                    -------------------------------------------
                                    Harlan Plumley
                                    Vice President, Finance and Administration,
                                    Chief Financial Officer and Treasurer


June 28, 2002

EX-99.1

                                  EXHIBIT 99.1



       LIGHTBRIDGE ANTICIPATES LOWER SECOND QUARTER REVENUE DUE TO RECENT
                  WORLDCOM EVENTS AND SLOWER SUBSCRIBER GROWTH

       Company Announces Restructuring Plan to Preserve Financial Strength

BURLINGTON, MA - JUNE 27, 2002 -- Lightbridge, Inc. (Nasdaq: LTBG), a global
provider of mobile business solutions to communications providers, today
announced it expects to report lower-than-anticipated revenues for the second
quarter in the range of approximately $33.0 million to $34.0 million and a loss
of $0.08 to $0.09 per diluted share for the quarter ending June 30, 2002. The
anticipated second-quarter loss includes a pre-tax restructuring charge in the
range of $3.6 million to $4.2 million. Excluding the restructuring charge,
Lightbridge expects to report pro forma net income for the 2002 second quarter
of $0.00 to $0.01 per diluted share. Lightbridge expects its second quarter cash
and short-term investments to grow approximately $1.0 million from the first
quarter balance of $122.3 million.

Lightbridge also announced that it plans to reduce its total workforce by seven
percent, eliminating about 65 positions at its Burlington, Massachusetts,
Broomfield, Colorado and Irvine, California locations. The Company also plans to
consolidate its Waltham, Massachusetts call center operations in the Lynn,
Massachusetts and Broomfield, Colorado facilities by the end of the year. These
actions are expected to generate savings in the range of $7.0 million to $7.5
million in 2003. The $3.6 million to $4.2 million restructuring charge planned
for the quarter ending June 30, 2002 is principally related to employee
severance costs, facilities reductions and call center capital equipment
write-offs associated with these measures.

In the second quarter, Lightbridge provided approximately $2.0 million of
transaction services to WorldCom, Inc. Because of the recent developments at
WorldCom, the revenues associated with these services are excluded from the
second quarter estimates issued today. The Company will continue to monitor the
situation for any other possible operational effects.

"We believe our decision to exclude WorldCom revenues from our preliminary
results is the proper action at this time," said Pamela D.A. Reeve, Chief
Executive Officer. "Given the near-term prospects for the telecom industry, we
have taken additional steps to streamline our organization, to focus on priority
investments in our transaction and software businesses and to maintain prudent
expense control. We believe consolidating our Waltham call center with the Lynn
and Broomfield facilities better aligns the size of the operation with expected
activity levels and allows us to efficiently provide these services. The
elimination of selected staff positions, a step we have taken with caution and
reluctance, reflects our straightforward commitment to manage the Company at
responsible levels as we weather continued soft demand in both our transactions
and software businesses. On a positive note, we are pleased with the strength of
our balance sheet and the long-term contracts we maintain with some of the
largest wireless providers in the world."




"These steps represent only the latest in a series of actions taken over the
past several quarters to address the challenging telecom market and capitalize
on the global movement toward mobile business," Reeve said. "During the past
several quarters, we have streamlined operations and substantially reduced
operating expenses. At the same time, we have invested significantly in mobile
business research and development and absorbed two acquisitions - while
continuing to maintain our strong balance sheet. We believe Lightbridge will be
well positioned when the telecommunications sector recovers and as mobile
business services are deployed. The mobile business market extends far beyond
basic wireless services and we believe that this market offers a new and very
real opportunity of growth for the Company."

The Company plans to provide revised guidance for the year when it announces its
results of operations for the second quarter in a press release and conference
call scheduled for July 25, 2002.

                           CONFERENCE CALL INFORMATION

Lightbridge will conduct a conference call for investors at 5:00 P.M. (ET) today
to discuss the information contained in this news release. The Company will
provide a live audio Webcast of the conference call on the Investor Relations
section of its Web site at www.lightbridge.com. The Webcast will be available
for the next week. The conference call can also be accessed via telephone by
dialing (630) 395-0038 and providing the operator with the following
information: "Password--Lightbridge; Conference Leader--Pam Reeve."

ABOUT LIGHTBRIDGE

Lightbridge is a global provider of mobile business solutions, offering
communication providers essential products and services that are designed to
increase revenue, productivity and customer loyalty. Building on its twelve-year
heritage in the wireless communications arena, Lightbridge integrates a reliable
infrastructure for the mobile business economy that supports the complete
customer lifecycle, including customer acquisition, risk management, prepay and
replenishment, customer relationship management and retention. For more
information visit www.lightbridge.com or call 800-LIGHTBR.

                           FORWARD-LOOKING STATEMENTS

Certain statements in this news release may constitute forward looking
statements, including, without limitation, those relating to the outlook for the
telecommunications industry, the impact of the financial and operating
difficulties of WorldCom on the Company's financial results, the impact of the
restructuring on the Company's business and operations, the Company's financial
guidance for the quarter ending June 30, 2002, and the Company's expectations
for future growth associated with the potential recovery of the telecom sector
and deployment of mobile business services. Actual results may vary materially
from those contained in forward-looking statements based on a number of factors
including, without limitation, (i) dependence on a limited number of clients,
(ii) the Company's revenue concentration in the wireless telecommunications
business, (iii) the adverse impact that the financial and operating difficulties
of the Company's clients may have on the Company's future revenues, and
financial and operating results, (iv) continuing rapid change in the
telecommunications industry and other markets in which the Company does business
that may affect both the Company and its clients, (v) uncertainties associated
with the Company's ability to develop new products, services and technologies,
(vi) market acceptance of the Company's new products, services and technologies
and continuing demand for the Company's products, services and technologies,
(vii) the impact of competitive products, services and pricing on both the
Company and its clients, (viii) current and future economic conditions
including, without limitation, decreases or delays in capital spending by
carriers and in new subscriber




growth, and global economic recession, (ix) integration, employee retention,
recognition of cost and other benefits and revenue synergies, and other risks
associated with acquisitions including the merger with Corsair Communications,
Inc. and the Altawave acquisition, (x) the Company's ability to execute on its
objectives, plans or strategies including, without limitation, product or
services development plans, the mobile business strategy and the plans to
develop alliances and grow its client base, (xi) economic and political
instability in the domestic and international markets including, without
limitation, the impact of terrorist threats and hostilities and the declaration
of war or similar actions, (xii) uncertainties associated with the Company's
ability to expand into new markets including, without limitation, the mobile
business market, (xiii) the impact of restructuring and other changes on the
Company's business and operations, and (xiv) the factors disclosed in the
Company's filings with the U.S. Securities and Exchange Commission including,
without limitation, its 2001 Annual Report on Form 10-K. The Company undertakes
no obligation to update any forward-looking statements.

================================================================================

                                                                 
CONTACTS:

SUSAN GRIFFIN                       GLEN ZIMMERMAN                     TIM BONANG/DAVID CALUSDIAN

Investor Relations                  Media Relations                    IR Counsel for Lightbridge
Lightbridge, Inc.                   Lightbridge, Inc.                  Sharon Merrill Associates
781/359-4854                        781/359-4705                       617/542-5300
sgriffin@lightbridge.com            gzimmerman@lightbridge.com         ltbg@investorrelations.com




Lightbridge and the Lightbridge logo are registered trademarks and Altawave is a
trademark of Lightbridge, Inc. All other trademarks or registered trademarks are
the properties of their respective owners.