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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO 13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
LIGHTBRIDGE, INC.
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(NAME OF ISSUER)
COMMON STOCK $.01 PAR VALUE
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(TITLE OF CLASS OF SECURITIES)
532226-10-7
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(CUSIP NUMBER)
THOMAS C. MEYER, CHAIRMAN OF THE BOARD
CORSAIR COMMUNICATIONS, INC.
3408 HILLVIEW AVENUE
PALO ALTO, CALIFORNIA 94304
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
OCTOBER 26, 2000
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(DATE OF EVENT WHICH REQUIRES FILING
OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(CONTINUED ON FOLLOWING PAGES)
(PAGE 1 OF 7 PAGES)
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CUSIP NO. 817474-10-9 13D Page 2 of 7 Pages
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1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS
CORSAIR COMMUNICATIONS, INC.
IRS EMPLOYER IDENTIFICATION NO.: 77-0390406
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
N/A (a) [ ] (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00(1)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
DELAWARE
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7 SOLE VOTING POWER 0
NUMBER OF ------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 1,727,369
OWNED BY ------------------------------------------------------
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER 0
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10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,727,369
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.9%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(1) The Securities of the Issuer are subject to stockholder voting
agreements and irrevocable proxies granted to Reporting Entity. See Item 3
herein.
(CONTINUED ON FOLLOWING PAGES)
(PAGE 2 OF 7 PAGES)
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ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $.01 par value per share
(the "Common Stock"), of Lightbridge, Inc. a Delaware corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 67 South
Bedford Street, Burlington, Massachusetts 01803.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by Corsair Communications, Inc., a Delaware
corporation ("Corsair"). Corsair's principal business and office address is 3408
Hillview Avenue, Palo Alto, California 94304. Corsair is a leading provider of
system solutions for the global wireless industry.
Neither Corsair, nor to its best knowledge, any of its executive
officers or directors has during the last five years: (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors); or
(ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Corsair has received from Michael Perfit, Torrence Harder, Brian
Connolly, D. Quinn Mills, Richard Antell, and Pamela Reeve (collectively, the
"Stockholders") of the Issuer irrevocable proxies (the "Irrevocable Proxies")
executed in connection with stockholder voting agreements (the "Stockholder
Voting Agreements") to which the Stockholders are parties, to vote 1,727,369 of
voting stock held by the Stockholders in favor of the approval of that certain
Agreement and Plan of Reorganization, dated as of October 26, 2000, and Amended
and Restated as of November 8, 2000 (the "Merger Agreement"), by and among the
Issuer, Corsair and Lightning Merger Corporation, a Delaware corporation and a
wholly-owned subsidiary of Issuer ("Merger Sub") and the consummation of the
transactions contemplated in the Merger Agreement. The Irrevocable Proxies also
grant Corsair the right to vote against approval of any proposal made in
opposition to or in competition with the consummation of the transactions
contemplated by the Merger Agreement.
The consideration for the obligations set forth in the Stockholder
Voting Agreements, including the receipt of the Irrevocable Proxies by Corsair,
was the execution of the Merger Agreement by Corsair, the Issuer and Merger Sub.
Pursuant to the Merger Agreement, Merger Sub will be merged with and into
Corsair (the "Merger") whereby, upon consummation of the Merger, Merger Sub will
cease to exist and Corsair will be a wholly-owned subsidiary of Issuer.
ITEM 4. PURPOSE OF THE TRANSACTION
The purpose for the acquisition by Corsair of the Irrevocable Proxies
to vote the securities of the Issuer is to approve the Merger Agreement, the
Merger and the transactions contemplated thereby.
(CONTINUED ON FOLLOWING PAGES)
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ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) Through the grant of Irrevocable Proxies, Corsair
beneficially owns 1,727,369 shares(2) of Common Stock of
the Issuer. This represents 9.9% of the outstanding Common
Stock of the Issuer.
(b) Corsair has shared power(3) to vote 1,727,369 shares of
Common Stock of the Issuer as referenced in Item 5(a)
above. Corsair does not have the right to dispose of any
shares of the Issuer.
(c) Not applicable.
(d) The Stockholders have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from
the sale of, such securities. The following Stockholders
own 5% or greater of the Common Stock of the Issuer:
Torrence Harder, Pamela Reeve.
(e) Not applicable
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(2) The number of shares of Common Stock outstanding and the number of
shares of Common Stock beneficially owned were calculated as of
October 26, 2000.
(3) Corsair has the power to vote the shares with respect to the
following matters: (i) in favor of approval of the Merger Agreement
and the Merger and any matter that could reasonably be expected to
facilitate the Merger, (ii) against approval of any proposal made in
opposition to or in competition with the consummation of the Merger
or the Merger Agreement (iii) against any merger, consolidation, sale
of assets, reorganization or recapitalization of the Issuer with any
party other than Corsair and its affiliates, and (iv) against any
liquidation or winding up of the Issuer. Corsair may not exercise the
Irrevocable Proxies on any other matter other than those set forth
above and the stockholder may vote the shares on all other matters.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The Stockholder Voting Agreement with attached form of Irrevocable
Proxy and the Merger Agreement as defined in Item 3 above are all the contracts,
arrangements, understandings and relationships with respect to the securities of
the Issuer involving Corsair.
(CONTINUED ON FOLLOWING PAGES)
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit
A Form of Stockholder Voting Agreement and attached Irrevocable Proxy
(FILED HEREWITH)
B Amended and Restated Agreement and Plan of Reorganization, dated as
of November 8, 2000, by and among the Issuer, Merger Sub and
Corsair(1)
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(1) To be filed by Lightbridge, Inc. as an Exhibit to Form S-4, and
incorporated by reference herein.
(CONTINUED ON FOLLOWING PAGES)
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Date: November 8, 2000 CORSAIR COMMUNICATIONS, INC.
By: /s/ Martin J. Silver
Chief Financial Officer
(CONTINUED ON FOLLOWING PAGES)
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
A Form of Stockholder Voting Agreement and attached Irrevocable Proxy
(FILED HEREWITH)
B Amended and Restated Agreement and Plan of Reorganization, dated as
of November 8, 2000, by and among the Issuer, Merger Sub and
Corsair(1)
</TABLE>
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(1) To be filed by Lightbridge, Inc. as an Exhibit to Form S-4, and
incorporated by reference herein.
(CONTINUED ON FOLLOWING PAGES)
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EXHIBIT A
STOCKHOLDER VOTING AGREEMENT AND IRREVOCABLE PROXY
LIGHTBRIDGE, INC.
STOCKHOLDER AGREEMENT
This Stockholder Agreement ("Agreement") is made and entered into as
of October 26, 2000 between Corsair Communications, Inc., a Delaware corporation
("Company"), and the undersigned stockholder ("Stockholder") of Lightbridge,
Inc., a Delaware corporation ("Lightbridge").
RECITALS
A. Concurrently with the execution of this Agreement, Lightbridge, Company and
Lightning Merger Corporation, a Delaware corporation and wholly owned subsidiary
of Lightbridge ("Merger Sub"), have entered into an Agreement and Plan of
Reorganization (the "Merger Agreement"), which provides for the merger (the
"Merger") of Merger Sub with and into the Company. Pursuant to the Merger,
shares of capital stock of the Company will be converted into Common Stock of
Lightbridge on the basis described in the Merger Agreement.
B. The Stockholder is the record holder and beneficial owner (as defined in Rule
13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) of such number of shares of the outstanding Common Stock of Lightbridge,
par value $.01 per share, as is indicated on the final page of this Agreement
(the "Shares").
C. The Company desires the Stockholder to agree, and the Stockholder is willing
to agree, not to transfer or otherwise dispose of any of the Shares, or any
other shares of capital stock of Lightbridge acquired hereafter and prior to the
Expiration Date (as defined in Section 1.1 below, except as otherwise permitted
herein), and to vote the Shares and any other such shares of capital stock of
Lightbridge so as to facilitate consummation of the Merger.
NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein, the sufficiency of which is hereby acknowledged, the parties
agree as follows:
1. Agreement to Retain Shares.
1.1 Transfer and Encumbrance. Stockholder agrees not to
transfer (except as may be specifically required by court order),
sell, exchange, pledge or otherwise dispose of or encumber any of the
Shares or any New Shares as defined in Section 1.2 below, or to make
any offer or agreement relating thereto, at any time prior to the
Expiration Date, except with
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the prior written consent of the Company. As used herein, the term
"Expiration Date" shall mean the earlier to occur of (i) such date
and time as the Merger shall become effective in accordance with the
terms and provisions of the Merger Agreement and (ii) such date and
time as the Merger Agreement shall be terminated pursuant to Article
VII thereof.
1.2 Additional Purchases. Stockholder agrees that any
shares of capital stock of Lightbridge that Stockholder purchases or
with respect to which Stockholder otherwise acquires beneficial
ownership after the execution of this Agreement and prior to the
Expiration Date ("New Shares") shall be subject to the terms and
conditions of this Agreement to the same extent as if they
constituted Shares.
2. Agreement to Vote Shares. At every meeting of the stockholders of Lightbridge
called with respect to any of the following, and at every adjournment thereof,
and on every action or approval by written consent of the stockholders of
Lightbridge with respect to any of the following, Stockholder shall vote the
Shares and any New Shares: (i) in favor of approval of the Merger Agreement and
the Merger and any matter that could reasonably be expected to facilitate the
Merger; and (ii) against approval of any proposal made in opposition to or
competition with consummation of the Merger and against any merger,
consolidation, sale of assets, reorganization or recapitalization with any party
other than with the Company and its affiliates and against any liquidation or
winding up of Lightbridge (each of the foregoing is hereinafter referred to as
an "Opposing Proposal"). Stockholder agrees not to take any actions contrary to
Stockholder's obligations under this Agreement.
3. Irrevocable Proxy. Concurrently with the execution of this Agreement,
Stockholder agrees to deliver to the Company a proxy in the form attached hereto
as Exhibit A (the "Proxy"), which shall be irrevocable, with respect to the
total number of shares of capital stock of Lightbridge beneficially owned (as
such term is defined in Rule 13d-3 under the Exchange Act) by Stockholder set
forth therein.
4. Representations, Warranties and Covenants of the Stockholder. Stockholder
hereby represents, warrants and covenants to the Company as follows:
4.1 Ownership of Shares. Stockholder (i) is the beneficial
owner of the Shares, which at the date hereof and at all times up
until the Expiration Date will be free and clear of any liens,
claims, options, charges or other encumbrances; (ii) does not
beneficially own any shares of capital stock of Lightbridge other
than the Shares (excluding shares as to which Stockholder currently
disclaims beneficial ownership in accordance with applicable law);
and (iii) has full power and authority to make, enter into and carry
out the terms of this Agreement and the Proxy.
4.2 No Proxy Solicitations. Stockholder will not, and will
not permit any entity under Stockholder's control to: (i) solicit
proxies or become a "participant" in a "solicitation" (as such terms
are defined in Regulation 14A under the Exchange Act) with respect to
an Opposing Proposal or otherwise encourage or assist any party in
taking or planning any action that would compete with, restrain or
otherwise serve to interfere with or inhibit the timely consummation
of the Merger in accordance with the terms of the Merger Agreement;
(ii) initiate a stockholders' vote or action by consent of
Lightbridge stockholders with respect
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to an Opposing Proposal; or (iii) become a member of a "group" (as
such term is used in Section 13(d) of the Exchange Act) with respect
to any voting securities of Lightbridge with respect to an Opposing
Proposal.
5. No Limitation on Discretion as Director. This Agreement is intended solely to
apply to the exercise by Stockholder in his individual capacity of rights
attaching to ownership of the Shares, and, if the Stockholder serves as a
director of Lightbridge, nothing herein shall be deemed to apply to, or to limit
in any manner the discretion of Stockholder with respect to any action which may
be taken or omitted by him acting in his fiduciary capacity as a director of
Lightbridge.
6. Additional Documents. Stockholder hereby covenants and agrees to execute and
deliver any additional documents necessary or desirable, in the reasonable
opinion of the Company or Stockholder, as the case may be, to carry out the
intent of this Agreement.
7. Consent and Waiver. Stockholder hereby gives any consents or waivers that are
reasonably required for the consummation of the Merger under the terms of any
agreements to which Stockholder is a party or pursuant to any rights Stockholder
may have.
8. Termination. This Agreement and the Proxy delivered in connection herewith
shall terminate and shall have no further force or effect as of the Expiration
Date.
9. Miscellaneous.
9.1 Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, then the remainder
of the terms, provisions, covenants and restrictions of this
Agreement shall remain in full force and effect and shall in no way
be affected, impaired or invalidated.
9.2 Binding Effect and Assignment. This Agreement and all
of the provisions hereof shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
permitted assigns, but, except as otherwise specifically provided
herein, neither this Agreement nor any of the rights, interests or
obligations of the parties hereto may be assigned by either of the
parties without prior written consent of the other.
9.3 Amendments and Modification. This Agreement may not be
modified, amended, altered or supplemented except upon the execution
and delivery of a written agreement executed by the parties hereto.
9.4 Specific Performance; Injunctive Relief. The parties
hereto acknowledge that the Company will be irreparably harmed and
that there will be no adequate remedy at law for a violation of any
of the covenants or agreements of Stockholder set forth herein.
Therefore, it is agreed that, in addition to any other remedies that
may be available to the Company upon any such violation, the Company
shall have the right to enforce such covenants and agreements by
specific performance, injunctive relief or by any other means
available to the Company at law or in equity.
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9.5 Notices. All notices, requests, claims, demands and
other communications hereunder shall be in writing and sufficient if
delivered in person, by cable, telegram or telex, or sent by mail
(registered or certified mail, postage prepaid, return receipt
requested) or overnight courier (prepaid) to the respective parties
as follows:
If to the Company: Corsair Communications, Inc.
3408 Hillview Avenue
Palo Alto, California 94304
Attention: Chief Executive Officer
Telecopy No.: (650) 842-1426
With a copy to: Brobeck, Phleger & Harrison LLP
12390 El Camino Real
San Diego, California 92130
Attn: Michael S. Kagnoff
If to the Stockholder: To the address for notice set forth on
the last page hereof.
With a copy to: Foley, Hoag & Eliot LLP
One Post Office Square
Boston, Massachusetts 02109
Attn: John D. Patterson, Jr.
or to such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall only be
effective upon receipt.
9.6 Governing Law. This Agreement shall be governed by,
and construed and enforced in accordance with, the internal laws of
the State of Delaware.
9.7 Entire Agreement. This Agreement contains the entire
understanding of the parties in respect of the subject matter hereof,
and supersedes all prior negotiations and understandings between the
parties with respect to such subject matter.
9.8 Counterparts. This Agreement may be executed in
several counterparts, each of which shall be an original, but all of
which together shall constitute one and the same agreement.
9.9 Effect of Headings. The section headings herein are
for convenience only and shall not affect the construction or
interpretation of this Agreement.
[remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties have caused this Stockholder
Agreement to be duly executed on the date and year first above written.
CORSAIR COMMUNICATIONS, INC.
By:
---------------------------------
Title:
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STOCKHOLDER:
------------------------------------
Stockholder's Address for Notice:
Shares beneficially owned:
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Exhibit A
IRREVOCABLE PROXY
The undersigned stockholder of Lightbridge, Inc., a Delaware
corporation ("Lightbridge"), hereby irrevocably appoints the directors on the
Board of Directors of Corsair Communications, Inc., a Delaware corporation
("Company"), and each of them, as the sole and exclusive attorneys and proxies
of the undersigned, with full power of substitution and resubstitution, to the
full extent of the undersigned's rights with respect to the shares of capital
stock of Lightbridge beneficially owned by the undersigned, which shares are
listed on the final page of this Proxy (the "Shares"), and any and all other
shares or securities issued or issuable in respect thereof on or after the date
hereof, until such time as that certain Agreement and Plan of Reorganization
dated as of October 26, 2000 (the "Merger Agreement"), among Lightbridge,
Lightning Merger Corporation, a Delaware corporation and a wholly-owned
subsidiary of Lightbridge ("Merger Sub"), and the Company, shall be terminated
in accordance with its terms or the Merger (as defined in the Merger Agreement)
is effective. Upon the execution hereof, all prior proxies given by the
undersigned with respect to the Shares and any and all other shares or
securities issued or issuable in respect thereof on or after the date hereof are
hereby revoked and no subsequent proxies will be given.
This proxy is irrevocable, is granted pursuant to the Stockholder
Agreement dated as of October 26, 2000 between the Company and the undersigned
stockholder (the "Stockholder Agreement"), and is granted in consideration of
the Company entering into the Merger Agreement. The attorneys and proxies named
above will be empowered at any time prior to termination of the Merger Agreement
to exercise all voting and other rights (including, without limitation, the
power to execute and deliver written consents and respects to the Shares) of the
undersigned at every annual, special or adjourned meeting of Lightbridge
stockholders, and in every written consent in lieu of such a meeting, or
otherwise, in favor of approval of the Merger and the Merger Agreement and any
matter that could reasonably be expected to facilitate the Merger, and against
any proposal made in opposition to or in competition with the consummation of
the Merger and against any merger, consolidation, sale of assets, reorganization
or recapitalization of Lightbridge with any party other than the Company and its
affiliates and against any liquidation or winding up of Lightbridge.
The attorneys and proxies named above may only exercise this proxy to
vote the Shares subject hereto at annual, special or adjourned meetings of the
stockholders of Lightbridge, and in written consents in lieu of such meetings,
in favor of approval of the Merger and the Merger Agreement and any matter that
could reasonably be expected to facilitate the Merger, and against any proposal
made in opposition to or in competition with the consummation of the Merger and
against any merger, consolidation, sale of assets, reorganization or
recapitalization of Lightbridge with any party other than the Company and its
affiliates, and against any liquidation or winding up of Lightbridge, and may
not exercise this proxy on any other matter. The undersigned stockholder may
vote the Shares on all other matters.
Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
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This proxy is irrevocable.
Date: October 26, 2000
Signature of Stockholder:
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Shares beneficially owned:
