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Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Lightbridge, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation or Organization)
04-3065140
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(I.R.S. Employer Identification No.)
281 Winter Street, Waltham, Massachusetts 02154
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(Address of Principal Executive Offices) (Zip Code)
LIGHTBRIDGE, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN
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(Full Title of the Plan)
Pamela D.A. Reeve
President and Chief Executive Officer
Lightbridge, Inc.
281 Winter Street
Waltham, Massachusetts 02154
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(Name and Address of Agent for Service)
(617) 890-2000
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(Telephone Number, Including Area Code, of Agent For Service)
WITH COPIES TO:
John D. Patterson, Jr., Esq.
Mark L. Johnson, Esq.
Foley, Hoag & Eliot LLP
One Post Office Square
Boston, Massachusetts 02109
(617) 832-1000
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<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
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Proposed
Title of Proposed Maximum
Securities Amount Maximum Aggregate Amount of
to be to be Offering Price Offering Registration
Registered Registered Per Share(1) Price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock, 100,000 $11.00 $1,100,000 $284(2)
$.01 par value shares
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<FN>
(1) Estimated solely for the purpose of determining the registration fee.
(2) In accordance with Rules 457 (c) and (h) under the Securities Act
of 1933, the calculation is based on 85% of the average of the high
and low sale prices reported in the consolidated reporting system of
the Nasdaq National Market on February 3, 1997.
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated in this Registration Statement by reference:
(a) the Prospectus dated September 27, 1996 of Lightbridge, Inc. (the
"Company" or the "Registrant") included in the Company's Registration Statement
on Form S-1 (file number 333-6589), as declared effective by the Commission on
September 25, 1996;
(b) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission on
September 6, 1996 under Section 12 of the Securities Exchange Act of 1934,
including any amendment or description filed for the purpose of updating such
description;
(c) the Company's Quarterly Report on Form 10-Q for the Quarterly Period
ended September 30, 1996 (file number 000-21319), as filed with the Commission
on November 14, 1996; and
(d) all documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment 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 part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law affords a Delaware
corporation the power to indemnify its present and former directors and offices
under certain conditions. Article SEVENTH of the Company's Amended and Restated
Certificate of Incorporation (the "Restated Charter") provides that the
Company shall indemnify each person who at any time is, or shall have been, a
director or officer of the Company, and is threatened to be or is made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is, or was, a director or officer of the Company, is or was serving at the
request of the Company as a director, officer, employee, trustee, or agent
of another or served corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement incurred in connection with any such action, suit or
proceeding to the maximum extent permitted by the General Corporation Law of
the State of Delaware.
Section 102(b)(7) of the Delaware Corporation Law gives a Delaware
corporation the power to adopt a charter provision eliminating or limiting the
personal liability of directors to the corporation or its stockholders for
breach of fiduciary duty as directors, provided that such provision may not
eliminate or limit the liability of directors for (i) any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) any acts
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or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) any payment of a dividend or approval of a
stock purchase that is illegal under Section 174 of the Delaware Corporation
Law or (iv) any transaction from which the director derived an improper
personal benefit. Article NINTH of the Restated Charter provides that to the
maximum extent permitted by the General Corporation Law of the State of
Delaware, no director of the Company shall be personally liable to the Company
or to any of its stockholders for monetary damages arising out of such
director's breach of fiduciary duty as a director of the Company. Furthermore,
any amendment to or repeal of the provisions of Article NINTH shall not
apply to nor have any effect on the liability or the alleged liability of any
director of the Corporation with respect to any act or failure to act of such
director occurring prior to such amendment or repeal. A principal effect of
such Article NINTH is to limit or eliminate the potential liability of the
Company's directors for monetary damages arising from breaches of their duty of
care, unless the breach involves one of the four exceptions described in (i)
through (iv) above.
Section 145 of the Delaware General Corporation Law also affords a Delaware
corporation the power to obtain insurance on behalf of its directors and
officers against liabilities incurred by them in those capacities. The Company
has procured a directors' and officers' liability and company reimbursement
liability insurance policy that (a) insures directors and officers of the
Company against losses (above a deductible amount) arising from certain claims
made against them by reason of certain acts done or attempted by such directors
or officers and (b) insures the Company against losses, (above a deductible
amount) arising from any such claims, but only if the Company is required or
permitted to indemnify such directors or officers for such losses under
statutory or common law or under provisions of the Restated Charter or the
Restated By-Laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1* Specimen certificate for the Common Stock
5.1 Opinion of Foley, Hoag & Eliot LLP
10.1* Lightbridge, Inc. 1996 Employee Stock Purchase Plan
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1)
24.1 Power of Attorney (contained on the signature page)
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* Filed as an exhibit to the Company's Registration Statement on Form S-1
(file number 333-6589), as declared effective by the Commission on September
25, 1996 and incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
1. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
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(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 2 (a)(1)(i) and 2 (a)(1)(ii) do 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 herein.
(b) 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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.
2. 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) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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.
3. 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 foregoing provisions, 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.
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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 City of Boston, Massachusetts, on this 31st day of January,
1997.
LIGHTBRIDGE, INC.
By: /s/ PAMELA D.A. REEVE
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Pamela D.A. Reeve
President & 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 and William G. Brown,
and each of them, true and lawful attorneys-in-fact and agents with full power
of substitution, for and in 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 Securities and Exchange Commission,
granting unto said attorney-in-facts and agents, and each of them, full power
and authority to do and perform each and every act and thing which they, or any
of them, may deem necessary or advisable to be done in connection with this
Registration Statement, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorney-in-facts and agents or any of them, or any substitute or substitutes
for him, any or all of them, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities as of January 31, 1997.
Signature Title
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/s/ PAMELA D.A. REEVE President, Chief Executive Officer and
- ----------------------------- Director (Principal Executive Officer)
Pamela D.A. Reeve
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Signature Title
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/s/ WILLIAM G. BROWN Chief Financial Officer and Treasurer
- -------------------------------- (Principal Financial and Accounting
William G. Brown Officer)
/s/ ANDREW I. FILLAT Director
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Andrew I. Fillat
/S/ TORRENCE C. HARDER Director
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Torrence C. Harder
/s/ DOUGLAS A. KINGSLEY Director
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Douglas A. Kingsley
/s/ D. QUINN MILLS Director
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D. Quinn Mills
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EXHIBIT INDEX
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Exhibit
No. Description
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4.1* Specimen certificate for the Common Stock
5.1 Opinion of Foley, Hoag & Eliot LLP
10.1* Lightbridge, Inc. 1996 Employee Stock Purchase Plan
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1)
24.1 Power of Attorney (contained on the signature page)
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* Filed as an exhibit to the Company's Registration Statement on Form S-1
(file number 333-6589), as declared effective by the Commission on
September 25, 1996 and incorporated herein by reference
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FOLEY, HOAG & ELIOT LLP
One Post Office Square
Boston, Massachusetts 02109-2170
Telephone: (617) 832-1000
Facsimile: (617) 832-7000
Telex 940693
http://www.fhe.com
February 10, 1997
LIGHTBRIDGE, INC.
281 Winter Street
Waltham, Massachusetts 02154
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 100,000 shares (the "Shares") of its Common
Stock, $0.01 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 Amended and Restated Certificate of Incorporation of the Company;
(iv) the By-Laws of the Company, as amended as of the date hereof; and
(v) 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 other 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 have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the original documents of all documents submitted to us as certified or
photostatic copies.
We express no opinion other than as to the laws of the State of Delaware.
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LIGHTBRIDGE, INC.
February 10, 1997
Page Two
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 and, when issued against payment of
the agreed consideration therefor in accordance with the respective exercise
prices therefor as described in 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/ Mark L. Johnson
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A Partner
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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 April 22, 1996 (except for
Notes 4 and 11, as to which the dates are August 8, 1996 and July 15, 1996,
respectively) appearing in the Company's Prospectus dated September 27, 1996
included in the Company's Registration Statement on Form S-1, File No. 333-6589,
(the "S-1 Prospectus") and to the reference to us under the heading "Experts" in
the S-1 Prospectus which is incorporated by reference in this Prospectus, which
is a part of this Registration Statement.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 6, 1997
