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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
LIONBRIDGE TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 04-3398462
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(State of incorporation (IRS Employer
or organization) Identification No.)
950 WINTER STREET, WALTHAM, MASSACHUSETTS 02451
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check the Instruction A.(d), please check the
following box: / / following box: /X/
Securities Act registration statement file number to which this form relates:
333-81233 (If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value per share
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(Title of Class)
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Information concerning the Registrant's Common Stock is contained under
the caption "Description of Capital Stock" in the Registrant's Registration
Statement of Form S-1 (File No.333-81233), as filed with the Securities and
Exchange Commission on June 21, 1999, as amended pursuant to the Securities Act
of 1933, as amended (the "Registration Statement"), and such information is
incorporated herein by reference.
Item 2. EXHIBITS
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Exhibit No. Exhibit
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1. Restated Certificate of Incorporation of the Registrant (incorporated
herein by reference to Exhibit 3.1 to the Registration Statement).
2. Form of Second Amended and Restated Certificate of Incorporation of the
Registrant to be filed upon the closing of the offering (incorporated
herein by reference to Exhibits 3.2 and 4.1 to the Registration
Statement).
3. By-laws of the Registrant (incorporated herein by reference to Exhibit
3.3 to the Registration Statement).
4. Form of Amended and Restated By-laws of the Registrant to become
effective upon the closing of the offering (incorporated herein by
reference to Exhibits 3.4 and 4.2 to the Registration Statement).
5. Certificate of Amendment to Restated Certificate of Incorporation of
the Registrant (incorporated herein by reference to Exhibit 3.5 to the
Registration Statement).
6. Form of Certificate of Amendment to Restated Certificate of
Incorporation of the Registrant (effecting reverse stock split)
(incorporated herein by reference to Exhibit 3.6 to the Registration
Statement).
7. Specimen Certificate for shares of the Registrant's Common Stock
(incorporated herein by reference to Exhibit 4.3 to the Registration
Statement).
8. 1998 Stock Plan (incorporated herein by reference to Exhibit 10.1 to
the Registration Statement).
9. 1999 Employee Stock Purchase Plan (incorporated herein by reference to
Exhibit 10.2 to the Registration Statement).
10. Second Restated Registration Rights Agreement dated as of February 26,
1999 by and among the Registrant, Capital Resource Lenders III, L.P.,
Morgan Stanley Venture Capital Fund II Annex, L.P., Morgan Stanley
Venture Investors Annex, L.P. and each of the other parties listed on
the signature pages thereto (incorporated herein by reference to
Exhibit 10.8 to the Registration Statement).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
LIONBRIDGE TECHNOLOGIES, INC.
By: /s/ Rory J. Cowan
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Rory J. Cowan
President, Chief Executive Officer
and Chairman of the Board
Date: August 4, 1999
