<PAGE>
As filed with the Securities and Exchange Commission on November 24, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
LIGHTBRIDGE, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
04-3065140
(I.R.S. Employer Identification No.)
67 SOUTH BEDFORD STREET, BURLINGTON, MASSACHUSETTS 01803
(Address of Principal Executive Offices) (Zip Code)
LIGHTBRIDGE, INC. 1998 NON-STATUTORY STOCK OPTION PLAN
(Full Title of the Plan)
PAMELA D.A. REEVE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
LIGHTBRIDGE, INC.
67 SOUTH BEDFORD STREET
BURLINGTON, MASSACHUSETTS 01803
(Name and Address of Agent for Service)
(781) 359-4000
(Telephone Number, Including Area Code, of Agent for Service)
---------------------
Copies to:
Alexander H. Pyle, Esquire Mark L. Johnson, Esquire
Lightbridge, Inc. Foley, Hoag & Eliot LLP
67 South Bedford Street One Post Office Square
Burlington, Massachusetts 01803 Boston, Massachusetts 02109
(781) 359-4000 (617) 832-1000
<TABLE>
<CAPTION>
---------------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Amount Maximum Maximum
Title of Securities to be to be Offering Price Aggregate Amount of
Registered Registered Per Share Offering Price Registration Fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, $.01 par value............ 598,000 shares $9.8524(1) $5,891,735(1) $1,638
- -------------------------------------------------------------------------------------------------------------------
Common stock, $.01 par value............ 402,000 shares $4.8125(2) $1,934,625(2) $538
- -------------------------------------------------------------------------------------------------------------------
Totals...................... 1,000,000 shares $7,826,360 $2,176
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) For shares issuable pursuant to stock options outstanding at November 24,
1998, calculated pursuant to Rule 457(h) based on the exercise price of
such options.
(2) For shares issuable pursuant to stock options not yet granted at November
24, 1998, calculated pursuant to Rules 457(c) and (h) based on the average
of the high and low prices of the common stock as reported on the Nasdaq
National Market on November 19, 1998.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Lightbridge, Inc. (the "Company") hereby incorporates by reference the
following documents previously filed with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act"):
(1) the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1997;
(2) the Company's definitive Proxy Statement dated April 27, 1998 used in
connection with its Special Meeting in Lieu of Annual Meeting of Stockholders
held on May 28, 1998;
(3) the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998;
(4) the description of the Company's Common Stock contained in the Registration
Statement on Form 8-A filed by the Company with the Commission on September 6,
1996 under Section 12 of the Exchange Act, including any amendment or
description filed for the purpose of updating such description; and
(5) all documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
de-registers 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.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified and
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
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
officers 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,
or served at the request of the Company as a director, officer, employee,
trustee, or agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys'
II-1
<PAGE>
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
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
Company's Amended and Restated By-Laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
4.1* Specimen certificate for the Common Stock
5.1 Opinion of Foley, Hoag & Eliot LLP
10.1 Lightbridge, Inc. 1998 Non-Statutory Stock Option 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)
- ---------------
* 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.
II-2
<PAGE>
Item 9. Undertakings.
1. The undersigned hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(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 Company pursuant to
Section 13 or Section 15(d) of the Exchange Act 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 hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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 Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the 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 Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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 Company 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Burlington, The
Commonwealth of Massachusetts, on November 24, 1998.
LIGHTBRIDGE, INC.
By: /s/ Pamela D. A. Reeve
----------------------------------------
Pamela D.A. Reeve
President and 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 Joseph S. Tibbetts,
Jr., 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 attorneys-in-fact 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
attorneys-in-fact 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 below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Pamela D.A. Reeve President, Chief Executive Officer and November 24, 1998
- ------------------------------------- Director (Principal Executive Officer)
Pamela D.A. Reeve
/s/ Joseph S. Tibbetts, Jr. Chief Financial Officer, Senior Vice President of November 24, 1998
- ------------------------------------- Finance and Administration and Treasurer
Joseph S. Tibbetts, Jr. (Principal Financial and Accounting Officer)
/s/ Andrew I. Fillat Director November 24, 1998
- -------------------------------------
Andrew I. Fillat
/s/ Torrence C. Harder Director November 24, 1998
- -------------------------------------
Torrence C. Harder
/s/ D. Quinn Mills Director November 24, 1998
- -------------------------------------
D. Quinn Mills
/s/ Debora J. Wilson Director November 24, 1998
- -------------------------------------
Debora J. Wilson
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
4.1* Specimen certificate for the Common Stock
5.1 Opinion of Foley, Hoag & Eliot LLP
10.1 Lightbridge, Inc. 1998 Non-Statutory Stock Option 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)
- ---------------
* 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.
<PAGE>
EXHIBIT 5.1
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
November 24, 1998
LIGHTBRIDGE, INC.
67 South Bedford Street
Burlington, Massachusetts 01803
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 of up to 1,000,000 shares of the Company's common stock, $.01
par value ("Common Stock"), issuable, either under options previously issued and
currently outstanding or under options issuable after the date hereof, pursuant
to the Lightbridge, Inc. 1998 Non-Statutory Stock Option 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 Amended and Restated By-Laws of the Company, as amended as of
the date hereof; and
(v) records of meetings and consents of the stockholders of the Company,
the Board of Directors of the Company and the Compensation Committee
of such Board, all as 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.
<PAGE>
LIGHTBRIDGE, INC.
November 24, 1998
Page Two
We express no opinion other than as to the General Corporation Laws 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
Common Stock issuable under the Plan, as contemplated by the Registration
Statement.
2. The shares of Common Stock issuable under the Plan 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
options relating thereto and 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
-------------------------------
A Partner
<PAGE>
EXHIBIT 10.1
LIGHTBRIDGE, INC.
1998 NON-STATUTORY
STOCK OPTION PLAN
SECTION 1. PURPOSE
This 1998 Non-Statutory Stock Option Plan (the "Plan") is intended as a
performance incentive for officers and employees of Lightbridge, Inc., a
Delaware corporation (the "Company"), or its Subsidiaries (as hereinafter
defined) and for certain other individuals providing services to or acting as
directors of the Company or its Subsidiaries, to enable the persons to whom
options are granted (an "Optionee" or "Optionees") to acquire or increase a
proprietary interest in the Company and its success. The Company intends that
this purpose will be effected by the granting of stock options ("Options") under
the Plan. The term "Subsidiaries" means any corporations in which stock
possessing 50% or more of the total combined voting power of all classes of
stock of such corporation or corporations is owned directly or indirectly by the
Company.
SECTION 2. ADMINISTRATION
2.1. Administration. This Plan shall be administered by the Compensation
Committee or any other committee of the Board of Directors of the Company (the
"Board"), consisting of two or more "Outside Directors" (such committee may
hereinafter be referred to as the "Plan Administrator"). As used herein, the
term "Outside Director" means any director who: (i) is not an employee of the
Company or of any "affiliated group" (as such term is defined in Section 1504(a)
of the Code) which includes the Company (an "Affiliate"); (ii) is not a former
employee of the Company or any Affiliate who is receiving compensation for prior
services (other than benefits under a tax-qualified retirement plan) during the
Company's or any Affiliate's taxable year; (iii) has not been an officer of the
Company or any Affiliate; and (iv) does not receive remuneration from the
Company or any Affiliate, either directly or indirectly, in any capacity other
than as a director.
Except as specifically reserved to the Board under the terms of the Plan,
the Plan Administrator shall have full and final authority to operate, manage
and administer the Plan on behalf of the Company. This authority includes, but
is not limited to: (i) the power to grant Options conditionally or
unconditionally; (ii) the power to prescribe the form or forms of the
instruments evidencing Options granted under this Plan; (iii) the power to
interpret the Plan; (iv) the power to provide regulations for the operation of
the incentive features of the Plan, and otherwise to prescribe regulations for
interpretation, management and administration of the Plan; (v) the power to
delegate to other persons the responsibility for performing ministerial acts in
furtherance of the Plan's purpose; (vi) the power to make, in its sole
discretion, changes to any outstanding Option granted under the Plan, including
the power to reduce the exercise price, to accelerate the vesting schedule, or
to extend the expiration date; and (vii) the power
<PAGE>
to engage the services of persons or organizations in furtherance of the Plan's
purpose, including but not limited to banks, insurance companies, brokerage
firms and consultants.
In addition, as to each Option, the Plan Administrator shall have full and
final authority, in its sole discretion: (i) to determine the number of shares
subject to each Option; (ii) to determine the time or times at which Options
will be granted; (iii) to determine the conditions on which Options will be
granted or may be exercised; (iv) to determine the Option price for the shares
subject to each Option, which price shall be subject to the applicable
requirements, if any, of Section 5.1(c) hereof; and (v) to determine the time or
times when each Option shall become exercisable and the duration of the exercise
period, which shall not exceed the limitations specified in Section 5.1(a).
No member of the committee serving as Plan Administrator shall be liable
for any action or determination made in good faith with respect to the Plan or
any Option granted thereunder.
2.2. Appointment and Proceedings of Committee. The Board may, from time to
time, appoint members of the committee serving as Plan Administrator in
substitution for, or in addition to, members previously appointed and may fill
vacancies, however caused, in such committee; provided, however, that each such
appointee will be an Outside Director, as described in Section 2.1. The
committee serving as Plan Administrator shall hold its meetings at such times
and places as it shall deem advisable. A majority of its members shall
constitute a quorum, and all actions of such committee shall require the
affirmative vote of a majority of its members. Any action may be taken by a
written instrument signed by all of the members, and any action so taken shall
be as fully effective as if it had been taken by a vote of a majority of the
members at a meeting duly called and held.
SECTION 3. STOCK
3.1. Shares Subject to Plan. The stock subject to the Options granted
under the Plan shall be shares of the Company's authorized but unissued common
stock, par value $.01 per share ("Common Stock"), or shares of the Company's
Common Stock held in treasury. The total number of shares that may be issued
pursuant to Options granted under the Plan shall not exceed an aggregate of
1,000,000 shares of Common Stock. Such number of shares shall be subject to
adjustment as provided in Section 7 hereof.
3.2. Lapsed or Unexercised Options. Whenever any outstanding Option under
the Plan expires, is canceled or is otherwise terminated (other than by
exercise), the shares of Common Stock allocable to the unexercised portion of
such Option shall be restored to the Plan and shall again become available for
the grant of other Options under the Plan.
3.3. Limitation on Grants. In no event may any Plan participant be granted
Options with respect to more than 500,000 shares of Common Stock in any fiscal
year. The number of shares of Common Stock issuable pursuant to an Option
granted to a Plan participant in a fiscal year that is subsequently forfeited,
canceled or otherwise terminated shall continue to count toward the foregoing
limitation in such fiscal year. In addition, if the exercise price of an
2
<PAGE>
Option is subsequently reduced, the transaction shall be deemed a cancellation
of the original Option and the grant of a new one so that both transactions
shall count toward the maximum shares issuable in the fiscal year of each
respective transaction.
SECTION 4. ELIGIBILITY
4.1. Eligible Optionees. Options may be granted to officers or other
employees of the Company or its Subsidiaries, to members of the Board or the
board of directors of any Subsidiary whether or not employees of the Company or
such Subsidiary, and to consultants and other individuals providing services to
the Company or its Subsidiaries.
4.2. Option Grants to Directors. As compensation for services to the
Company, each Director of the Company who is not an employee of the Company (a
"Non-Employee Director") and who is elected to the Board on or after the date of
the adoption of this Plan shall automatically be granted, immediately upon his
or her initial election, an Option (an "Initial Option") to purchase 20,000
shares of Common Stock of the Company, vesting in equal installments on the
first three anniversaries of the date of grant (provided that the Optionee is
then a Director of the Company). In addition, immediately following each annual
meeting of stockholders of the Company or special meeting in lieu thereof, there
shall automatically be granted to each Non-Employee Director reelected at or
remaining in office after such meeting a fully-vested Option to purchase 4,000
shares of Common Stock; provided that no such automatic grant shall be made to
any Non-Employee Director who at the time of such meeting holds any outstanding
Initial Option (as defined in this Section 4.2 or in Section 4.4 of the
Lightbridge, Inc. 1996 Incentive and Non-Qualified Stock Option Plan) that is
not fully vested, unless at least two annual meetings of stockholders of the
Company or special meetings in lieu thereof have intervened after the year in
which the initial election of such Non-Employee Director occurred and prior to
the meeting following which such automatic grant would occur. Each Option
granted to a Non-Employee Director pursuant to this Section 4.2 shall expire on
the tenth anniversary of the date of grant. The exercise price of each Option
granted pursuant to this Section 4.2 shall be equal to the fair market value of
the Common Stock on the date the Option is granted, such fair market value to be
determined in accordance with the provisions of Section 5.1(c).
SECTION 5. TERMS OF THE OPTION AGREEMENTS
5.1. Mandatory Terms. Each option agreement shall contain such provisions
as the Plan Administrator shall from time to time deem appropriate. Option
agreements need not be identical, but each option agreement by appropriate
language shall include the substance of all of the following provisions:
(a) Expiration. Notwithstanding any other provision of the Plan or
of any option agreement, each Option shall expire on the date specified in the
option agreement, which date shall not be later than the tenth anniversary of
the date on which the Option was granted.
3
<PAGE>
(b) EXERCISE. Each Option shall be exercisable in full or in
installments (which need not be equal) and at such times as designated by the
Plan Administrator. To the extent not exercised, installments shall accumulate
and be exercisable, in whole or in part, at any time after becoming exercisable,
but not later than the date the Option expires.
(c) PURCHASE PRICE. The price at which shares may be purchased
pursuant to Options shall be specified by the Plan Administrator at the time the
Option is granted, and may be equal to or greater than the fair market value of
the shares of Common Stock on the date such Option is granted, but shall not be
less than the par value of shares of Common Stock. For the purpose of the Plan,
the fair market value of the Common Stock shall be the closing price per share
on the date of grant of the Option as reported by a nationally recognized stock
exchange, or, if the Common Stock is not listed on such an exchange, as reported
by the National Association of Securities Dealers Automated Quotation System,
Inc. ("Nasdaq"), or, if the Common Stock is not quoted on Nasdaq, the fair
market value as determined by the Plan Administrator.
(d) TRANSFERABILITY OF OPTIONS. Options granted under the Plan and
the rights and privileges conferred thereby may not be transferred, assigned,
pledged or hypothecated in any manner (whether by operation of law or otherwise)
other than by will or by applicable laws of descent and distribution, and shall
not be subject to execution, attachment or similar process. Upon any attempt so
to transfer, assign, pledge, hypothecate or otherwise dispose of any Option
under the Plan or any right or privilege conferred hereby, contrary to the
provisions of the Plan, or upon the sale or levy or any attachment or similar
process upon the rights and privileges conferred hereby, such Option shall
thereupon terminate and become null and void.
(e) TERMINATION OF EMPLOYMENT OR DISABILITY OR DEATH OF OPTIONEE.
Except as may be otherwise expressly provided in the terms and conditions of the
Option granted to an Optionee:
(i) Options granted hereunder shall terminate on the earliest
to occur of:
(A) the date of expiration thereof;
(B) thirty days after the date of termination of the
Optionee's employment with or performance of services for the Company (other
than as a result of death or permanent and total disability of the Optionee),
including upon the Optionee's retirement; or
(C) twelve months after the date of termination of
the Optionee's employment with or performance of services for the Company as
a result of the death or permanent and total disability of an Optionee under
the then established rules of the Company.
(ii) In the event of the termination of an Optionee's
employment with or performance of services for the Company by the Company (other
than as a result of death or permanent and total disability of the Optionee) or
upon the Optionee's retirement, the Optionee's Option shall be exercisable
during the thirty-day post-termination period described
4
<PAGE>
in Paragraph 5.1(e)(i)(B) to the extent that it was exercisable at the time of
such termination of employment or performance of services. In the event of the
termination of the Optionee's employment with or performance of services for the
Company as a result of the permanent and total disability of an Optionee, the
Optionee's Option shall be exercisable during the twelve-month post-termination
period referred to in Paragraph 5.1(e)(i)(C) to the extent that it was
exercisable at the time of such termination of employment or performance of
services. In the event of the termination of the Optionee's employment with or
performance of services for the Company as a result of the death of the
Optionee, the Optionee's executor, administrator or any person or persons to
whom his Option may be transferred by will or by laws of descent and
distribution shall have the right at any time during the twelve-month
post-termination period referred to in Paragraph 5.1(e)(i)(C) to exercise such
Option, to the extent the Optionee was entitled to exercise such Option at the
time of such termination of employment or performance of services. Should such
termination for reason of permanent disability or death occur after the first
anniversary of the date at which the Optionee was first employed or otherwise
began to serve the Company, then at the Board's discretion, the Option may be
exercised for up to the greater of (A) 50% of all Option shares (and such shares
shall be deemed vested) or (B) the number of shares that had vested as of the
date of such death or such retirement. After the death of the Optionee, his
executors, administrators or any person or persons to whom his Option may be
transferred by will or by the laws of descent and distribution, shall have the
right to exercise the Option.
(iii) An employment or consulting relationship between the
Company and the Optionee shall be deemed to exist during any period in which the
Optionee is employed in any capacity by the Company or by any Subsidiary or
providing services to the Company, as the case may be. Whether authorized leave
of absence or absence on military or government service shall constitute
termination of the employment relationship between the Company and the Optionee
shall be determined by the Plan Administrator at the time thereof.
(f) Rights of Optionees. No Optionee shall be deemed for any purpose
to be the owner of any shares of Common Stock subject to any Option unless and
until (i) the Option shall have been exercised with respect to such shares
pursuant to the terms thereof, and (ii) the Company shall have issued and
delivered a certificate representing such shares. Thereupon, the Optionee shall
have full voting, dividend and other ownership rights with respect to such
shares of Common Stock.
5.2. Certain Optional Terms. The Plan Administrator may in its discretion
provide, upon the grant of any Option hereunder, that the Company shall have an
option to repurchase all or any number of shares purchased upon exercise of such
Option. The repurchase price per share payable by the Company shall be such
amount or be determined by such formula as is fixed by the Plan Administrator at
the time the Option for the shares subject to repurchase was granted. The Plan
Administrator may also provide that the Company shall have a right of first
refusal with respect to the transfer or proposed transfer of any shares
purchased upon exercise of an Option granted hereunder. In the event the Plan
Administrator shall grant Options subject to the Company's repurchase rights or
rights of first refusal, the certificate or certificates
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representing the shares purchased pursuant to the exercise of such Option shall
carry a legend satisfactory to counsel for the Company referring to such rights.
SECTION 6. METHOD OF EXERCISE; PAYMENT OF PURCHASE PRICE
6.1. Notice of Exercise. Any Option granted under the Plan may be
exercised by the Optionee by delivering to the Company on any business day a
written notice specifying the number of shares of Common Stock the Optionee then
desires to purchase and specifying the address to which the certificates for
such shares are to be mailed, accompanied by payment for such shares.
6.2. Means of Payment and Delivery. Common Stock purchased on exercise of
an Option must be paid for as follows: (a) in cash or by check (acceptable to
the Company in accordance with guidelines established for this purpose), bank
draft or money order payable to the order of the Company, or (b) through the
delivery of shares of Common Stock (which in the case of shares acquired from
the Company upon exercise of an Option, have been outstanding for at least six
months) having a fair market value on the last business day preceding the date
of exercise equal to the purchase price, or (c) by delivery of an unconditional
and irrevocable undertaking by a broker to deliver promptly to the Company
sufficient funds to pay the exercise price, or (d) if so permitted by the
instrument evidencing the Option (or by the Plan Administrator on or after grant
of the Option), by delivery of a promissory note of the Optionee to the Company,
payable on such terms as are specified by the Plan Administrator, or (e) by any
combination of the permissible forms of payment; provided, that if the Common
Stock delivered upon exercise of the Option is an original issue of authorized
Common Stock, at least so much of the exercise price as represents the par value
of such Common Stock must be paid other than by the Optionee's promissory note
or personal check. In the event that payment of the option price is made under
(b) above, the Plan Administrator may provide that the Optionee be granted an
additional Option covering the numbers of shares surrendered, at an exercise
price equal to the fair market value of a share of Common Stock on the date of
surrender. For the purpose of this Section, the fair market value of the shares
of Common Stock so delivered to the Company shall be determined in the manner
specified in Section 5.1(c) hereof. As promptly as practicable after receipt of
such written notification and payment, the Company shall deliver to the Optionee
certificates for the number of shares with respect to which such Option has been
so exercised, issued in the Optionee's name; provided, however, that such
delivery shall be deemed effected for all purposes when the Company or a stock
transfer agent of the Company shall have deposited such certificates in the
United States mail, addressed to the Optionee, at the address specified pursuant
to Section 6.1.
SECTION 7. ADJUSTMENT UPON CHANGES IN CAPITALIZATION
7.1 No Effect of Options upon Certain Corporate Transactions. The
existence of outstanding Options shall not affect in any way the right or power
of the Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or any
issue of Common Stock, or any issue of bonds,
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debentures, preferred or prior preference stock ahead of or affecting the Common
Stock or the rights thereof, or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceeding, whether of a similar character or otherwise.
7.2. Stock Dividends, Recapitalizations, Etc. If at any time after the
effective date of the Plan the Company shall effect a subdivision or
consolidation of shares or other capital readjustment, the payment of a stock
dividend, or other increase or reduction of the number of shares of the Common
Stock outstanding, without receiving compensation therefor in money, services or
property, then: (i) the number, class and per share price of shares of stock
subject to outstanding Options hereunder, and the number of shares as to which
automatic formula grants of Options are to be made under Section 4.2 above,
shall be appropriately adjusted in such a manner as to entitle an Optionee to
receive upon exercise of an Option, for the same aggregate cash consideration,
the same total number and class of shares that the owner of an equal number of
outstanding shares of Common Stock would own as a result of the event requiring
the adjustment; and (ii) the number and class of shares with respect to which
Options may be granted under the Plan shall be adjusted by substituting for the
total number of shares of Common Stock then reserved for issuance under the Plan
that number and class of shares of stock that the owner of an equal number of
outstanding shares of Common Stock would own as the result of the event
requiring the adjustment.
7.3. Determination of Adjustments. Adjustments under this Section 7 shall
be determined by the Plan Administrator and such determinations shall be
conclusive. The Plan Administrator shall have the discretion and power in any
such event to determine and to make effective provision for acceleration of the
time or times at which any Option or portion thereof shall become exercisable.
No fractional shares of Common Stock shall be issued under the Plan on account
of any adjustment specified above.
7.4. No Adjustment in Certain Cases. Except as hereinbefore expressly
provided, the issue by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, for cash or property
or for labor or services, either upon direct sale or upon the exercise of rights
or warrants to subscribe therefor, or upon conversion of shares or obligations
of the Company convertible into such shares or other securities, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares of Common Stock then subject to outstanding Options.
SECTION 8. EFFECT OF CERTAIN TRANSACTIONS
If the Company is a party to a reorganization or merger with one or more
other corporations, whether or not the Company is the surviving or resulting
corporation, or if the Company consolidates with or into one or more other
corporations, or if the Company is liquidated or sells or otherwise disposes of
substantially all of its assets to another corporation (each hereinafter
referred to as a "Transaction"), in any such event while unexercised Options
remain outstanding under the Plan, then: (i) subject to the provisions of clause
(iii) below, after the effective date of such Transaction unexercised Options
shall remain outstanding and shall
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be exercisable in shares of Common Stock, or, if applicable, shares of such
stock or other securities, cash or property as the holders of shares of Common
Stock received pursuant to the terms of such Transaction; (ii) the Plan
Administrator may accelerate the time for exercise of all unexercised and
unexpired Options to and after a date prior to the effective date of such
Transaction; or (iii) any outstanding Options may be canceled by the Plan
Administrator as of the effective date of such Transaction, provided that: (x)
notice of such cancellation shall be given to each holder of an Option; (y) the
Plan Administrator shall have accelerated the time for exercise of all
unexercised and unexpired Options that it proposes to cancel; and (z) each
holder of an Option shall have the right to exercise such Option in full.
SECTION 9. AMENDMENT OR TERMINATION OF THE PLAN
The Board may terminate the Plan at any time, and may amend the Plan at
any time and from time to time, subject to the limitation that, except as
provided in Sections 7 and 8 hereof, rights and obligations under any Option
granted before termination or amendment of the Plan shall not be altered or
impaired by such termination or amendment except with the consent of the
Optionee.
SECTION 10. NON-EXCLUSIVITY OF THE PLAN; NON-UNIFORM DETERMINATIONS
The adoption of the Plan by the Board shall not be construed as creating
any limitations on the power of the Board to adopt such other incentive
arrangements as it may deem desirable, including without limitation the granting
of stock options otherwise than under the Plan, and such arrangements may be
either applicable generally or only in specific cases.
The granting of any Option shall not impose upon the Company any
obligation to employ or hire or continue to employ or continue to hire any
Optionee; and the right of the Company to terminate the employment or services
of any Optionee shall not be diminished or affected by reason of the fact that
an Option has been granted to such Optionee.
The Plan Administrator's determinations under the Plan need not be uniform
and may be made by it selectively among persons who receive or are eligible to
receive Options under the Plan (whether or not such persons are similarly
situated). Without limiting the generality of the foregoing, the Plan
Administrator shall be entitled, among other things, to make non-uniform and
selective determinations, and to enter into non-uniform and selective option
agreements, as to (i) the persons to receive Options under the Plan, (ii) the
terms and provisions of Options, (iii) the exercise by the Plan Administrator of
its discretion in respect of the exercise of Options pursuant to the terms of
the Plan, and (iv) the treatment of leaves of absence pursuant to Section 5.1(e)
hereof.
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SECTION 11. GOVERNMENT AND OTHER REGULATIONS; GOVERNING LAW; WITHHOLDING
TAXES
The obligation of the Company to sell and deliver shares of Common Stock
with respect to Options granted under the Plan shall be subject to all
applicable laws, rules and regulations, including all applicable federal and
state securities laws, and the obtaining of all such approvals by government
agencies as may be deemed necessary or appropriate by the Plan Administrator.
All shares sold under the Plan shall bear appropriate legends. The Company may,
but shall in no event be obligated to, register or qualify any shares covered by
Options under applicable federal and state securities laws; and in the event
that any shares are so registered or qualified the Company may remove any legend
on certificates representing such shares. The Company shall not be obligated to
take any other affirmative action in order to cause the exercise of an Option or
the issuance of shares pursuant thereto to comply with any law or regulation of
any governmental authority. The Plan shall be governed by and construed in
accordance with the laws of The Commonwealth of Massachusetts.
Whenever under the Plan shares are to be delivered upon exercise of an
Option, the Company shall be entitled to require as a condition of delivery that
the Optionee remit an amount sufficient to satisfy all federal, state and other
governmental withholding tax requirements related thereto. An employee may elect
to have such tax withholding obligation satisfied, in whole or in part, by: (i)
authorizing the Company to withhold from shares of Common Stock to be issued
pursuant to the exercise of an Option a number of shares with an aggregate fair
market value (as defined in Section 5.1(c) hereof determined as of the date the
withholding is effected) that would satisfy the withholding amount due with
respect to such exercise; or (ii) transferring to the Company shares of Common
Stock owned by the employee with an aggregate fair market value (as defined in
Section 5.1(c) hereof determined as of the date the withholding is effected)
that would satisfy the withholding amount due.
SECTION 12. "LOCKUP" AGREEMENT
The Plan Administrator may in its discretion specify upon granting an
Option that the Optionee shall agree, for a period of time (not to exceed 180
days) from the effective date of any registration of securities of the Company,
upon request of the Company or the underwriter or underwriters managing any
underwritten offering of the Company's securities, not to sell, make any short
sale of, loan, grant any Option for the purchase of, or otherwise dispose of any
shares issued pursuant to the exercise of such Option, without the prior written
consent of the Company or such underwriter or underwriters, as the case may be.
SECTION 13. EFFECTIVE DATE AND DURATION OF PLAN
The Plan is effective on May 22, 1998, the date of its adoption by the
Board of Directors of the Company. No Option may be granted under the Plan after
the tenth anniversary of the effective date. The Plan shall terminate (i) when
the total amount of the Stock with respect to which Options may be granted shall
have been issued upon the exercise of Options or (ii) by action of the Board
pursuant to Section 9 hereof, whichever shall first occur.
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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 February 10, 1998
appearing in the Annual Report on Form 10-K of Lightbridge, Inc.
for the year ended December 31, 1997.
DELOITTE & TOUCHE LLP
/s/ Deloitte & Touche LLP
Boston, Massachusetts
November 24, 1998
