LIGHTBRIDGE INC
8-K, 1997-11-04
RADIOTELEPHONE COMMUNICATIONS
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, DC 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)         October 28, 1997
                                                --------------------------------




                                Lightbridge, Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)




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




67 South Bedford Street, Burlington, Massachusetts                       01083
- --------------------------------------------------------------------------------
        (Address of Principal Executive Offices)                      (Zip Code)




Registrant's telephone number, including area code    (617) 359-4000
                                                  ------------------------------




                                 Not Applicable
- -------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)
<PAGE>
 
Item 5.     Other Events.

      On October 28, 1997, Lightbridge, Inc. issued a press release with respect
to its financial results for the three and nine months ended September 30, 1997.
A copy of that press release is included as Exhibit 99.1 to this Current Report
and is incorporated by reference herein.

      On October 31, 1997, Lightbridge, Inc. issued a press release with respect
to its intent to file a registration statement with the Securities and Exchange
Commission relating to a public offering of approximately 2,500,000 shares of
its common stock, including 1,000,000 shares to be issued and sold by
Lightbridge, Inc. A copy of that press release is included as Exhibit 99.2 to
this Current Report and is incorporated by reference herein.

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.
<TABLE> 
<CAPTION> 
Exhibit
 Number      Description
- ---------    -------------
<S>          <C> 
  99.1       Press release of Lightbridge, Inc. issued on October 28, 1997
  99.2       Press release of Lightbridge, Inc. issued on October 31, 1997
</TABLE> 

                                      -2-
<PAGE>
 
                                    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 third day of November, 1997.



                           LIGHTBRIDGE, INC.



                           By:   /s/ WILLIAM G. BROWN
                              --------------------------------------------------
                              William G. Brown
                              Chief Financial Officer, Vice President of Finance
                               and Administration, and Treasurer

                                      -3-

<PAGE>
                                                                    Exhibit 99.1
 
Lightbridge, Inc. Reports Third Quarter Results

BURLINGTON, Mass.--Oct. 28, 1997--Lightbridge, Inc. 
(NASDAQ:LTBG), a leading provider of customer acquisition and retention 
solutions for the global telecommunications industry, today reported financial 
results for the third quarter ended September 30, 1997. Revenues for the third 
quarter of 1997 were $9.5 million, compared to $7.4 million for the third 
quarter of 1996. Net income for the quarter was $927 thousand or $0.06 per 
share, compared with $354 thousand or $0.03 per share on a pro forma basis for 
the quarter ended September 30, 1996. The weighted average number of common and 
common equivalent shares outstanding for the third quarter of 1997 was 16.6 
million compared to 13.9 million in the third quarter of 1996.

Revenues for the nine months ended September 30, 1997 were $27.3 million, an 
increase of 32% from the prior year's $20.6 million. Net income for the nine 
months ended September 30, 1997 was $3.6 million or $0.22 per share compared 
with net earnings of $656 thousand or $0.05 per share on a pro forma basis in 
the first nine months of 1996.

Pamela D. A. Reeve, Lightbridge's president and chief executive officer, 
commented, "This was a very solid quarter for Lightbridge and we are pleased 
with the performance of the company on all fronts. We added several new clients,
expanded Lightbridge's product offerings with the introduction of new releases 
and services and continued to build the infrastructure in preparation for a 
seasonally strong retail fourth quarter."

During the quarter, Lightbridge announced its intention to acquire Coral 
Systems, a Colorado-based provider of fraud and churn software to the 
telecommunications industry. This acquisition is expected to close during the 
fourth quarter. In addition, Lightbridge also announced new contracts with 
UniqueAir Limited, Ameritech Communications Inc. and Iridium LLC. The Company 
also announced a new marketing alliance with Versatility Inc. to provide world-
class call center solutions to telecommunications carriers. Lightbridge
introduced the Fraud Detect Model, new fraud scoring technology for the
telecommunications industry, in partnership with Trans Union Corporation. The
Company also launched its new release of Churn Prophet 2.0, a churn analysis
tool.

About Lightbridge

Lightbridge, Inc. (NASDAQ:LTBG), based in Burlington, Mass., is a leading 
provider of software-based services that help global telecommunications carriers
quickly acquire customers and retain them over time. Lightbridge has leveraged 
its credit processing expertise into solutions that help carriers quickly and 
cost-effectively provide bundled services through new channels. Telesto, 
Lightbridge's network of integrated customer acquisition and retention 
solutions, provides best-in-class credit, fraud, churn, channel and market 
performance solutions to such clients as AT&T Wireless, BellSouth Mobility DCS, 
Omnipoint Communications, PrimeCo Personal Communications and Sprint PCS. It is 
the only complete, workflow-enhanced system for customer interaction in the 
converged telecommunications marketplace. Additional information on the company 
can be found on the Web at http://www.lightbridge.com


<PAGE>
 
Lightbridge, Inc. and Subsidiaries 
Unaudited Condensed Consolidated Income Statements

(In thousands, except for income per share data)

<TABLE> 
<CAPTION> 
                                            Three Months Ended September 30,
                                            --------------------------------

                                                  1997             1996    
<S>                                             <C>              <C> 
Revenues                                        $ 9,457          $ 7,372
Cost of revenues                                  4,385            3,970
                                                -------          -------
                                                        
Gross profit                                      5,072            3,402
                                                -------          -------    
                                                        
Operating expenses:                                     
     Development                                  1,532            1,155
     Sales and marketing                          1,250              908
     General and                                        
      administrative                              1,097              806
                                                -------          -------    
                                                        
Total operating expenses                          3,879            2,869
                                                -------          -------    
                                                        
Income from operations                            1,193              533
                                                        
Other income (expense), net                         302             (159)
                                                -------          -------    
                                                        
Income before provision                                 
 for income taxes                                 1,495              374
                                                        
Income tax provision                                568               20
                                                -------          -------    
                                                        
Net income                                      $   927          $   354
                                                =======          =======
                                                        
                                                        
Primary net income per                                  
 common share                                   $  0.06      
                                                =======  
                                                        
Primary weighted average                                
 number of common and                                   
 common equivalent shares                               
 outstanding                                     16,647  
                                                =======  

Pro forma net income per                                         
 common share                                                    $  0.03 
                                                                 =======  

Pro forma weighted average
 number of common and 
 common equivalent 
 shares outstanding                                               13,933
                                                                 =======
</TABLE> 

<PAGE>
 
- -0-

Lightbridge, Inc. and Subsidiaries
Unaudited Condensed Consolidated Income Statements

(In thousands, except for income per share data)

<TABLE> 
<CAPTION> 
                                              Nine Months Ended September 30,
                                              ------------------------------

                                                    1997            1996    
<S>                                             <C>              <C> 
Revenues                                        $ 27,288         $ 20,635
Cost of revenues                                  12,705           11,739
                                                --------         --------

Gross profit                                      14,583            8,896      
                                                --------         --------

Operating expenses:
     Development                                   4,215            3,126
     Sales and marketing                           3,854            2,567
     General and 
      administrative                               3,220            1,978
                                                --------         --------
        
Total operating expenses                          11,289            7,671 
                                                --------         --------

Income from operations                             3,294            1,225

Other income (expense),                                        
  net                                                774             (529)   
                                                --------         -------- 

Income before provision 
  for income taxes                                 4,068              696

Income tax provision
  (benefit)                                          475               40   
                                                --------         --------

Net income                                      $  3,593         $    656  
                                                ========         ========

Primary net income 
  per common share                              $   0.22          
                                                ========                

Primary weighted average 
  number of common and 
  common equivalent shares
  outstanding                                     16,448              
                                                ========         
Pro forma net income 
  per common share                                               $   0.05 
                                                                 ======== 
Pro forma weighted 
  average number of common 
  and common equivalent 
  shares outstanding                                               13,752

</TABLE> 



<PAGE>
 
                                                                    Exhibit 99.2


                  LIGHTBRIDGE, INC. ANNOUNCES STOCK OFFERING

BURLINGTON, Mass. - October 31, 1997 - Lightbridge, Inc. (NASDAQ:LTBG) announced
today its intent to file a registration statement with the Securities and
Exchange Commission in late November 1997 relating to a public offering, to be
underwritten on a firm commitment basis, of approximately 2,500,000 shares of
Lightbridge's common stock, including 1,000,000 shares to be issued and sold by
Lightbridge. The net proceeds of the offering received by Lightbridge are
expected to be used for working capital and general corporate purposes. The
remaining shares will be sold by certain stockholders of Lightbridge.

Any offering of the common stock of Lightbridge may be made only by means of a
prospectus, and this announcement is neither an offer to sell nor a solicitation
of any offer to purchase such shares.


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