<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 18, 1999
REGISTRATION NO. 333-______
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------
LIONBRIDGE TECHNOLOGIES, INC.
(Exact Name of Registrant as specified in its charter)
DELAWARE 04-3398462
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
950 WINTER STREET
WALTHAM, MA 02451
(Address of Principal Executive Offices) (Zip Code)
------------------
1998 STOCK PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
------------------
RORY J. COWAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
LIONBRIDGE TECHNOLOGIES, INC.
950 WINTER STREET
WALTHAM, MA 02451
(Name and Address of Agent for Service of Process)
(781) 434-6000
(Telephone Number, Including Area Code, of Agent For Service)
------------------
Copy to:
GEORGE W. LLOYD, ESQ.
TESTA, HURWITZ & THIBEAULT, LLP
125 HIGH STREET
BOSTON, MASSACHUSETTS 02110
(617) 248-7000
================================================================================
<PAGE>
================================================================================
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
PROPOSED
MAXIMUM PROPOSED
OFFERING MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE PRICE PER AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED SHARE OFFERING PRICE REGISTRATION FEE(3)
- ---------------- ---------- ----- ---------------- ---------------------
<S> <C> <C> <C> <C>
1998 STOCK PLAN 662,431 $0.15(1) $99,364.65 $27.62
Common Stock (par value $.01 per share)
563,072 $0.17(1) $95,722.24 $26.61
177,671 $0.30(1) $53,301.30 $14.82
7,512 $0.45(1) $3,380.40 $0.94
49,116 $0.90(1) $44,204.40 $12.29
423,274 $1.50(1) $634,911.00 $176.51
66,667 $1.65(1) $110,000.55 $30.58
14,001 $1.80(1) $25,201.80 $7.01
36,667 $6.00(1) $220,002.00 $61.16
296,373 $9.75(1) $2,889,636.75 $803.32
84,200 $18.00(1) $1,515,600.00 $421.34
1,840,290 $18.125(2) $33,355,256.25 $9,272.76
1999 EMPLOYEE STOCK PURCHASE PLAN 1,000,000 $18.125(2) $18,125,000.00 $5,038.75
--------- ---------
Common Stock (par value $.01 per share)
TOTALS: 5,221,274 $15,893.71
========= ==========
</TABLE>
- --------------------------------------------------------------------------------
(1) Based on options to purchase 2,380,984 shares of common stock of the
Registrant outstanding as of November 12, 1999 under the Registrant's 1998
Stock Plan. Such shares are issuable upon exercise of outstanding options
to purchase the number of shares at the exercise prices set forth above.
Pursuant to Rule 457(h)(1), the aggregate offering price and the fee have
been computed upon the basis of the price at which the options may be
exercised. The offering price per share set forth for such shares is the
exercise price per share at which such options are exercisable.
(2) The price of $18.125 per share, which is the average of the high and low
prices reported on the Nasdaq National Market on November 12, 1999, is set
forth solely for purposes of calculating the filing fee pursuant to Rule
457(c) and (h) and has been used only for those shares without a fixed
exercise or purchase price.
(3) Calculated pursuant to Section 6(b) of the Securities Act of 1933.
-2-
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in this Item 1 will
be sent or given to employees as specified by Rule 428(b)(1). In accordance with
the rules and regulations of the Securities and Exchange Commission (the
"Commission") and the instructions to Form S-8, such documents are not being
filed with the Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424.
Item 2. Registrant Information and Employee Plan Annual Information.
The documents containing the information specified in this Item 2 will
be sent or given to employees as specified by Rule 428(b). In accordance with
the rules and regulations of the Commission and the instructions to Form S-8,
such documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission are incorporated by
reference in this Registration Statement:
(a) Registrant's Prospectus dated August 20, 1999, as contained in the
Registrant's Registration Statement on Form S-1 (File No. 333-81233)
filed with the Commission pursuant to Rule 424(b)(1) of the Securities
Act of 1933, as amended (the "Securities Act of 1933"), on August 20,
1999;
(b) Registrant's Quarterly Report on Form 10-Q, for the quarter ended
September 30, 1999, filed with the Commission on November 12, 1999.
(c) The section entitled "Description of Registrant's Securities to be
Registered" contained in the Registrant's Registration Statement on
Form 8-A filed on August 4, 1999 pursuant to Section 12(g) of the
Securities Exchange Act of 1934 (the "Exchange Act"), and incorporating
by reference the information contained in the Registrant's Registration
Statement on Form S-1 (File No. 333-81233).
All documents subsequently filed with the Commission by the Registrant
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 herein 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 a part thereof from the date of filing of such documents.
-3-
<PAGE>
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law and the Registrant's Second
Amended and Restated Certificate of Incorporation provide for indemnification of
the Registrant's directors and officers for liabilities and expenses that they
may incur in such capacities. In general, directors and officers are indemnified
with respect to actions taken in good faith in a manner reasonably believed to
be in, or not opposed to, the best interests of the Registrant, and with respect
to any criminal action or proceeding, actions that the indemnitee had no
reasonable cause to believe were unlawful. Reference is made to the Registrant's
Second Amended and Restated Certificate of Incorporation filed as Exhibit 3.2 to
the Registrant's Registration Statement on Form S-1 (File No. 333-81233).
The underwriting agreement, dated August 20, 1999, by and between the
Registrant and the underwriters listed therein provides that the underwriters
are obligated, under certain circumstances, to indemnify directors, officers and
controlling persons of the Registrant against certain liabilities, including
liabilities under the Securities Act of 1933. Reference is made to the form of
underwriting agreement filed as Exhibit 1.1 to the Registrant's Registration
Statement on Form S-1 (File No. 333-81233).
The Registrant has in effect a directors' and officers' liability
insurance policy.
Item 7. Exemption from Registration Claimed.
Not applicable.
-4-
<PAGE>
Item 8. Exhibits.
Exhibit No. Description of Exhibit
----------- ----------------------
4.1 Specimen Certificate for shares of the Registrant's Common
Stock (filed as Exhibit 4.3 to the Registrant's Registration
Statement on Form S-1 (File No. 333-81233) and incorporated
herein by reference).
4.2 Second Amended and Restated Certificate of Incorporation
(filed as Exhibit 3.2 to the Registration Statement on Form
S-1 (File No. 333-81233) and incorporated herein by
reference).
4.3 Amended and Restated By-laws of the Registrant (filed as
Exhibit 3.4 to the Registration Statement on Form S-1 (File
No. 333-81233) and incorporated herein by reference).
4.4 1998 Stock Plan (filed as Exhibit 10.1 to the Registration
Statement on Form S-1 (File No. 333-81233) and incorporated
herein by reference).
4.5 1999 Employee Stock Purchase Plan (filed as Exhibit 10.2 to
the Registration Statement on Form S-1 (File No. 333-81233)
and incorporated herein by reference).
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.
23.1 Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney (included as part of the signature page of
this Registration Statement).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities
-5-
<PAGE>
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in
the effective 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;
(2) 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 therein, and the offering of such securities at that time shall
be deemed to be the initial BONA FIDE offering thereof; and
(3) 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.
(b) 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 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 herein shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(c) 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 Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
<PAGE>
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 Waltham in the Commonwealth of Massachusetts, on this
17th day of November, 1999.
LIONBRIDGE TECHNOLOGIES, INC.
By: /s/ Rory J. Cowan
------------------------------------
Rory J. Cowan
President, Chief Executive Officer and
Chairman of the Board (Principal
Executive Officer)
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Lionbridge Technologies,
Inc., hereby severally constitute and appoint Rory J. Cowan and Stephen J.
Lifshatz, and each of them singly, our true and lawful attorneys, with full
power to them and each of them singly, to sign for us in our names in the
capacities indicated below, any amendments to this Registration Statement on
Form S-8 (including post-effective amendments), and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, and generally to do all things in our names
and on our behalf in our capacities as officers and directors to enable
Lionbridge Technologies, Inc., to comply with the provisions of the Securities
Act of 1933, as amended, and all requirements of the Securities and Exchange
Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Rory J. Cowan President, Chief Executive Officer , Chairman November 17, 1999
- -------------------------------
Rory J. Cowan of the Board (Principal Executive Officer)
/s/ Stephen J. Lifshatz Chief Financial Officer, Treasurer and November 17, 1999
- -------------------------------
Stephen J. Lifshatz Secretary (Principal Financial and Accounting
Officer)
/s/ Guy L. de Chazal Director November 17, 1999
- -------------------------------
Guy L. de Chazal
/s/ Marcia J. Hooper Director November 17, 1999
- -------------------------------
Marcia J. Hooper
/s/ Paul Kavanagh Director November 17, 1999
- -------------------------------
Paul Kavanagh
/s/ Claude P. Sheer Director November 17, 1999
- -------------------------------
Claude P. Sheer
</TABLE>
-7-
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
----------- ----------------------
4.1 Specimen Certificate for shares of the Registrant's Common
Stock (filed as Exhibit 4.3 to the Registrant's Registration
Statement on Form S-1 (File No. 333-81233) and incorporated
herein by reference).
4.2 Second Amended and Restated Certificate of Incorporation
(filed as Exhibit 3.2 to the Registration Statement on Form
S-1 (File No. 333-81233) and incorporated herein by
reference).
4.3 Amended and Restated By-laws of the Registrant (filed as
Exhibit 3.4 to the Registration Statement on Form S-1 (File
No. 333-81233) and incorporated herein by reference).
4.4 1998 Stock Plan (filed as Exhibit 10.1 to the Registration
Statement on Form S-1 (File No. 333-81233) and incorporated
herein by reference).
4.5 1999 Employee Stock Purchase Plan (filed as Exhibit 10.2 to
the Registration Statement on Form S-1 (File No. 333-81233)
and incorporated herein by reference).
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.
23.1 Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney (included as part of the signature page of
this Registration Statement).
-8-
<PAGE>
EXHIBIT 5.1
Testa, Hurwitz & Thibeault, LLP
125 High Street
Boston, MA 02110
November 17, 1999
Lionbridge Technologies, Inc.
950 Winter Street
Waltham, MA 02451
Re: Registration Statement on Form S-8 Relating to the 1998 Stock
Plan and the 1999 Employee Stock Purchase Plan (together, the
"Plans")
Ladies and Gentlemen:
We are acting as counsel for Lionbridge Technologies, Inc., a Delaware
corporation (the "Company"), in connection with the registration on a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, relating to an aggregate of 5,221,274 shares
of Common Stock, par value $.01 per share, of the Company issuable pursuant to
the Plans (the "Shares").
In rendering our opinion, we have examined, and are familiar with, and
have relied as to factual matters solely upon, originals or copies certified, or
otherwise identified to our satisfaction, of such documents, corporate records
or other instruments as we have deemed necessary or appropriate for the purposes
of the opinion set forth herein, including, without limitation, (a) the Plans,
(b) the Company's Second Amended and Restated Certificate of Incorporation, (c)
the Company's Amended and Restated By-laws, (d) a specimen form of the
certificate evidencing the Shares, and (e) the minute books and stock records of
the Company.
We are members only of the bar of the Commonwealth of Massachusetts and
are not experts in, and express no opinion regarding, the laws of any
jurisdiction other than the Commonwealth of Massachusetts, the United States of
America and the Delaware General Corporation Law.
Based upon and subject to the foregoing, we are of the opinion that the
Shares are duly authorized and, when issued and paid for in accordance with the
terms of the Plans and the terms of any agreement relating to any of the options
granted thereunder, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Testa, Hurwitz & Thibeault, LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 9, 1999, except as to Note 17,
which is as of August 19, 1999, relating to the consolidated financial
statements of Lionbridge Technologies, Inc., and our report dated November 7,
1997, relating to the combined financial statements of The Localization
Businesses of Stream International Holdings, Inc. in Ireland, The Netherlands
and France, which appear in the Registration Statement on Form S-1 (File No.
333-81233) of Lionbridge Technologies, Inc. as filed with the Securities and
Exchange Commission on August 20, 1999.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
November 17, 1999
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated June 16, 1999 relating to the
financial statements of VeriTest, Inc., which appears in the Registration
Statement on Form S-1 (File No. 333-81233) of Lionbridge Technologies, Inc. as
filed with the Securities and Exchange Commission on August 20, 1999.
/s/ PricewaterhouseCoopers LLP
Woodland Hills, California
November 17, 1999
