-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KSSG8Q/Fz+J6gx1o3fq2se+rcV9hWXa3BRGC5KFP3PrBSTx+0cWKGDufMFJO1beB kQV0cYtj41BurlCrINcpOA== 0000950135-04-004755.txt : 20041013 0000950135-04-004755.hdr.sgml : 20041013 20041013093238 ACCESSION NUMBER: 0000950135-04-004755 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20041013 DATE AS OF CHANGE: 20041013 EFFECTIVENESS DATE: 20041013 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: 333-119707 FILM NUMBER: 041076137 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 b52032l2sv8.txt LIGHTBRIDGE, INC. 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.) 30 CORPORATE DRIVE 01803 BURLINGTON, MA (Zip Code) (Address of Principal Executive Offices) LIGHTBRIDGE, INC. 2004 STOCK INCENTIVE PLAN (Full Title of the Plan) -------------------- MR. ROBERT E. DONAHUE President and Chief Executive Officer LIGHTBRIDGE, INC. 30 Corporate Drive 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 LLP 155 Seaport Boulevard Boston, Massachusetts 02210 (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, 1,574,800(1) (2) (3) $4.70(4) $7,401,560.00 $937.78 $.01 par value Common Stock, 925,200(2) (3) (5) $5.02(6) $4,644,504.00 $588.46 $.01 par value
(1) Represents shares of common stock issuable upon exercise of outstanding awards granted under the Lightbridge, Inc. 2004 Stock Incentive Plan (the "Plan"). (2) Pursuant to Rule 416(a) under the Securities Act of 1933, the number of shares of Common Stock being registered shall be adjusted to include any additional shares which may become issuable as a result of stock splits, stock dividends, or similar transactions in accordance with the anti-dilution provisions of the Lightbridge, Inc. 2004 Stock Incentive Plan, the Lightbridge, Inc. 1998 Non-Statutory Stock Option Plan and the Lightbridge, Inc. 1996 Incentive and Non-Qualified Stock Option Plan. (3) This Registration Statement also includes an aggregate of 5,350,000 shares of Common Stock previously registered on Form S-8 Registration Statement No. 333-23937, filed on March 25, 1997, Form S-8 Registration Statement No. 333-67881, filed on November 25, 1998, Form S-8 Registration Statement No. 333-43588, filed on August 11, 2000, and Form S-8 Registration Statement No. 333-56774, filed on March 9, 2001. In connection with such previously registered shares of Common Stock, the Registrant has paid fees of $2,347, $2,176, $8,085.83 and $6,125, respectively. In connection with this Registration Statement, the Registrant is paying a fee based solely on the additional 2,500,000 shares of Common Stock being registered herein. (4) Calculated pursuant to Rule 457 (h)(1) under the Securities Act of 1933 based on the average exercise price of awards outstanding under the Plan. (5) Represents shares of common stock available for issuance pursuant to the Plan. (6) 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 5, 2004. ================================================================================ -2- EXPLANATORY NOTE On June 2, 2004, the stockholders of Lightbridge, Inc. ("Lightbridge" or the "Registrant") approved Lightbridge's 2004 Stock Incentive Plan (the "2004 Plan"). The 2004 Plan provides for the issuance of a number of shares of Common Stock equal to (i) 2,500,000 shares (the "New Plan Shares"), plus (ii) the number of shares remaining available for future grants under Lightbridge's 1998 Non-Statutory Stock Option Plan and 1996 Incentive and Non-Qualified Stock Option Plan (the "Prior Plans") as of the effective date of the 2004 Plan, and plus (iii) the number of shares subject to any stock option granted pursuant to the Prior Plans that expires, is cancelled or otherwise terminates (other than by exercise) after the effective date of the 2004 Plan. The purpose of this Registration Statement is to register the New Plan Shares for issuance under the 2004 Plan. The Registrant previously registered an aggregate of 5,350,000 shares authorized for issuance pursuant to the Prior Plans in earlier filed registration statements on Form S-8 (Registration Nos. 333-23937, 333-67881, 333-43588 and 333-56774), the contents of which the Registrant incorporates by reference herein for the purposes of General Instruction E to Form S-8. -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 Registrant 4.2 (1) Amended and Restated By-Laws of the Registrant 4.3 (2) Amendment to Amended and Restated By-Laws of the Registrant, adopted October 29, 1998 4.4 (1) Specimen Certificate for Common Stock of the Registrant 4.5 (3) Rights Agreement dated as of November 14, 1997, between Lightbridge, Inc. and American Stock Transfer and Trust Registrant, 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 4.8 (4) Lightbridge, Inc. 2004 Stock Incentive Plan 5.1* Opinion of Foley Hoag LLP 23.1* Consent of Independent Registered Public Accounting Firm 23.2* Consent of Foley Hoag LLP (included in Exhibit 5.1) 24.1* Power of Attorney (contained on the signature page)
- ------------------------------------- * Filed herewith (1) Incorporated by reference from the Registrant's Registration Statement on Form S-1, as amended (File No. 333-6589) (2) Incorporated by reference from the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998. (3) Incorporated by reference from the Registrant's Registration Statement on Form 8-A, as filed with the Securities and Exchange Commission on November 21, 1997. (4) Incorporated by reference from the Registrant's definitive Proxy Statement dated May 3, 2004. -4- 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 12th day of October, 2004. LIGHTBRIDGE, INC. By: /s/ Robert E. Donahue ---------------------------------------- Robert E. Donahue President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Robert E. Donahue 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/ Robert E. Donahue President, Chief Executive Officer and October 12, 2004 - ------------------------------------ Director (Principal Executive Officer) Robert E. Donahue /s/ Timothy C. O'Brien Vice President, Finance & October 12, 2004 - ------------------------------------ Administration and Chief Financial Officer Timothy C. O'Brien (Principal Financial and Accounting Officer) /s/ David G. Turner Director October 12, 2004 - ------------------------------------ David G. Turner /s/ Rachelle B. Chong Director October 12, 2004 - ------------------------------------ Rachelle B. Chong /s/ Andrew G. Mills Director October 12, 2004 - ------------------------------------ Andrew G. Mills /s/ Dorothy A. Terrell Director October 12, 2004 - ------------------------------------ Dorothy A. Terrell /s/ Kevin C. Melia Director October 12, 2004 - ------------------------------------ Kevin C. Melia
-5- EX-5.1 2 b52032l2exv5w1.txt EX-5.1 OPINION OF FOLEY HOAG LLP Exhibit 5.1 October 12, 2004 Lightbridge, Inc. 30 Corporate Drive Burlington, MA 01803 RE: S-8 REGISTRATION STATEMENT 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 (the "Act"), of a Registration Statement on Form S-8 (the "Registration Statement") relating to the offering by the Company of 2,500,000 shares (the "Shares") of its common stock, $.01 par value ("Common Stock"), issuable pursuant to the Lightbridge, Inc. 2004 Stock Incentive Plan (the "Plan"). The Shares are in addition to an aggregate of 5,350,000 shares of Common Stock originally issuable pursuant to prior stock option plans of the Company, which shares were previously registered under the Act and are now issuable under 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) the records of meetings and consents of the Board of Directors and stockholders of the Company provided to us by the Company. 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. Lightbridge, Inc. October 12, 2004 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. 2. The Shares have been duly authorized by all necessary corporate action 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. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission. Very truly yours, FOLEY HOAG LLP By: /s/ Alexander H. Pyle -------------------------- a Partner EX-23.1 3 b52032l2exv23w1.txt EX-23.1 CONSENT OF DELOITTE & TOUCHE LLP Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement of Lightbridge, Inc, on Form S-8 of our report dated March 15, 2004, appearing in the Annual Report on Form 10-K of Lightbridge, Inc. for the year ended December 31, 2003. /s/ DELOITTE & TOUCHE LLP Boston, Massachusetts October 12, 2004 -----END PRIVACY-ENHANCED MESSAGE-----