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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) October 9, 1997
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Lightbridge, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 000-21319 04-3065140
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
67 South Bedford Street, Burlington, Massachusetts 01083
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (617) 359-4000
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On October 9, 1997, Lightbridge, Inc. ("Lightbridge"), SeeCross Acquisition
Corp., a wholly owned subsidiary of Lightbridge, and Coral Systems, Inc.
("Coral") entered into Amendment No. 1 dated as of October 9, 1997 (the
"Amendment") to the Agreement and Plan of Reorganization dated as of
September 9, 1997 among such parties (the "Agreement"). COPIES OF THE AGREEMENT
AND THE AMENDMENT ARE FILED AS EXHIBIT 2.1 TO THE REGISTRATION STATEMENT ON
FORM S-4 OF LIGHTBRIDGE (FILE NUMBER 333-36801) AND AS EXHIBIT 5.1 TO THIS
CURRENT REPORT, RESPECTIVELY, AND ARE INCORPORATED HEREIN BY REFERENCE.
Lightbridge, SeeCross Acquisition Corp. and Coral entered into the
Agreement in order to effect a merger (the "Merger") pursuant to which, among
other things, issued and outstanding shares of Coral's capital stock would be
converted into shares of Lightbridge's common stock, $.01 par value
("Lightbridge Common"). Under the Agreement, the rates at which shares of
Coral's capital stock would be converted into shares of Lightbridge Common stock
would be based in part upon the "Calculation Price," which would equal the
average of the last sales prices of Lightbridge Common on the Nasdaq National
Market for each of the ten trading days immediately preceding the closing date
of the Merger.
Lightbridge and Coral currently contemplate that the closing date of the
Merger will occur on or about November 7, 1997. In accordance with its past
practice, Lightbridge contemplates that prior to November 7, 1997 it will issue
a press release announcing its operating results for the quarter ended
September 30, 1997.
Lightbridge and Coral entered into the Amendment to modify the definition
of the Calculation Price in order to mitigate the effect on the Calculation
Price of any change in the market price of Lightbridge's common stock resulting
from Lightbridge's announcement of its operating results for the quarter ended
September 30, 1997. Under the Amendment, the Calculation Price will equal the
average of the last sales prices of Lightbridge Common on the Nasdaq National
Market during the period of ten consecutive trading days ending on the first
date on which Lightbridge issues any press release with respect to its operating
results for the quarter ended September 30, 1997, provided that if such press
release is issued at a time at which shares of Lightbridge Common are being
traded on the Nasdaq National Market, then such ten-day period shall end on the
date immediately preceding issue date of such press release. For example, if
Lightbridge first issues a press release with respect to its third quarter
operating results after the closing of trading of Lightbridge Common on the
Nasdaq National Market on October 28, 1997, the Calculation Price shall equal
the average of the last sales prices of Lightbridge Common on the Nasdaq
National Market on October 15, 16, 17, 20, 21, 22, 23, 24, 27 and 28, 1997.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Exhibits.
Exhibit
Number Description
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5.1 Amendment No. 1 dated as of October 9, 1997 among Lightbridge, Inc.,
SeeCross Acquisition Corp. and Coral Systems, Inc. to Agreement and
Plan of Reorganization dated as of September 9, 1997 (such Agreement
and Plan of Reorganization is filed as Exhibit 2.1 to Registration
Statement on Form S-4, File No. 333-36801)
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SIGNATURE
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 as of this fifteenth day of October, 1997.
LIGHTBRIDGE, INC.
By: /s/ WILLIAM G. BROWN
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William G. Brown
Chief Financial Officer, Vice President of Finance
and Administration, and Treasurer
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EXHIBIT 5.1
AMENDMENT NO. 1
TO AGREEMENT AND PLAN OF REORGANIZATION
THIS AMENDMENT NO. 1 dated as of October 9, 1997 (this "Amendment") is
entered into among Lightbridge, Inc., a Delaware corporation ("Lightbridge"),
SeeCross Acquisition Corp., a Delaware corporation and wholly owned subsidiary
of Lightbridge ("Acquisition Corp."), and Coral Systems, Inc., a Delaware
corporation ("Coral"), to amend the Agreement and Plan of Reorganization dated
as of September 9, 1997 among such parties (the "Agreement"). Capitalized terms
used but not defined in this Amendment shall have the respective meanings
ascribed to them in the Agreement.
RECITALS
On September 9, 1997, Lightbridge, Acquisition Corp. and Coral entered
into the Agreement in order to effect the Merger, pursuant to which, among other
things, issued and outstanding shares of Coral Capital Stock would be converted
into shares of Lightbridge Common. Under the Agreement, the rates at which
shares of Coral Capital Stock would be converted into shares of Lightbridge
Common would be based in part upon the Calculation Price, which would equal the
average of the last sales prices of Lightbridge Common on the Nasdaq National
Market for each of the ten trading days immediately preceding the Closing Date.
The parties currently contemplate that the Closing Date will occur on or
about November 7, 1997. In accordance with its past practice, Lightbridge
contemplates that prior to November 7, 1997 it will issue a press release
announcing its operating results for the quarter ended September 30, 1997.
The parties desire to modify the definition of Calculation Price under the
Agreement in order to mitigate the effect on the Calculation Price of any change
in the market price of Lightbridge Common resulting from Lightbridge's
announcement of its operating results for the quarter ended September 30, 1997.
NOW, THEREFORE, Lightbridge, Acquisition Corp. and Coral hereby agree as
follows:
1. Paragraph (c) of Section 1.4.4 of the Agreement is hereby deleted in
its entirety, and the following is substituted therefor:
"(c) The `Calculation Price' shall equal the average of the last
sales prices of Lightbridge Common on the Nasdaq National Market during
the period of ten consecutive trading days ending on the first date on
which Lightbridge issues any press release with respect to its operating
results for the quarter ended September 30, 1997, provided that if such
press release shall be issued at a time at which shares of Lightbridge
Common are being traded on the Nasdaq National Market, then such ten-day
period shall end on the date immediately preceding issue date of such
press release. For example, if Lightbridge first issues a press release
with respect to such operating results after the closing of trading of
Lightbridge Common on the Nasdaq National Market on October 28, 1997, the
Calculation Price shall equal the average of the last sales prices of
Lightbridge Common on the Nasdaq National Market on October 15, 16, 17,
20, 21, 22, 23, 24, 27 and 28, 1997."
2. Except as contemplated by the preceding paragraph 1, the provisions of
the Agreement shall remain in full force and effect to the same extent as in
force and effect prior to the execution and delivery of this Amendment.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.
LIGHTBRIDGE, INC.
By: /s/ PAMELA D.A. REEVE
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President and Chief Executive Officer
SEECROSS ACQUISITION CORP.
By: /s/ PAMELA D.A. REEVE
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President
CORAL SYSTEMS, INC.
By: /s/ TIMOTHY P. HAYES
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Executive Vice President
