LIONBRIDGE TECHNOLOGIES INC /DE/, S-3, 2000-09-28

LIONBRIDGE TECHNOLOGIES INC /DE/
S-3, 2000-09-28
BUSINESS SERVICES, NEC

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 28, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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LIONBRIDGE TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 7389 04-3398462
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Identification Number)
organization) Classification Code Number)
</TABLE>

950 WINTER STREET
WALTHAM, MASSACHUSETTS 02451
(781) 434-6000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)

RORY J. COWAN
CHIEF EXECUTIVE OFFICER
LIONBRIDGE TECHNOLOGIES, INC.
950 WINTER STREET
WALTHAM, MASSACHUSETTS 02451
(781) 434-6000

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

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COPIES OF ALL COMMUNICATIONS, INCLUDING ALL COMMUNICATIONS SENT TO THE AGENT FOR
SERVICE, SHOULD BE SENT TO:

GEORGE W. LLOYD, ESQ.
KENNETH J. GORDON, ESQ.
Testa, Hurwitz & Thibeault, LLP
125 High Street
Boston, Massachusetts 02110
(617) 248-7000

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CALCULATION OF REGISTRATION FEE

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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO BE OFFERING AGGREGATE AMOUNT OF
REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE(2)
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value per
share(2)............................. 1,500,000 $8.4375 $12,656,250.00 $3,342.00
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933, as amended.

(2) Pursuant to Rule 457(c) under the Securities Act of 1933, the registration
fee has been calculated based upon the average of the high and low prices
per share of the common stock of Lionbridge on the Nasdaq National Market on
September 22, 2000.

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following. / /

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.

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SUBJECT TO COMPLETION, DATED SEPTEMBER 28, 2000
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL SECURITIES, AND IT IS NOT SOLICITING OFFERS TO BUY THESE SECURITIES IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
PROSPECTUS

LIONBRIDGE TECHNOLOGIES, INC.

1,500,000 SHARES

COMMON STOCK

This prospectus is part of a registration statement that covers 1,500,000
shares of our common stock. The shares may be offered and sold from time to time
by the selling stockholders of Lionbridge Technologies, Inc. or by donees,
transferees, or other successors in interest that receive the Lionbridge shares
as a gift or by other non-sale related transfer. We will receive no proceeds
from the sale of the shares. The 1,500,000 shares of Lionbridge common stock
were issued by Lionbridge to the selling stockholders in a private placement
pursuant to an exemption from the registration requirements of the Securities
Act of 1933, as amended. See "Selling Stockholders" for further information.

These shares may be offered by stockholders of Lionbridge from time to time
in one or more transactions as described under the "Plan of Distribution" and
"Selling Stockholders".

Our common stock is traded on the Nasdaq National Market under the symbol
"LIOX." The last reported sale price of our common stock on the Nasdaq National
Market on September 27, 2000 was $8.625 per share.

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING
ON PAGE 4.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THE DATE OF THIS PROSPECTUS IS SEPTEMBER , 2000.
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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE
HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT
CONTAINED IN THIS PROSPECTUS. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS
ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF
DELIVERY OF THIS PROSPECTUS OR OF ANY SALE OF THE COMMON STOCK.

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TABLE OF CONTENTS

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PAGE
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Lionbridge.................................................. 3
Risk Factors................................................ 4
Use of Proceeds............................................. 9
Dividend Policy............................................. 9
Business.................................................... 10
Selling Stockholders........................................ 20
Plan of Distribution........................................ 21
Transfer Agent.............................................. 22
Legal Matters............................................... 22
Experts..................................................... 22
Incorporation of Certain Information by Reference........... 23
Available Information....................................... 23
</TABLE>

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THE TERMS "LIONBRIDGE," "WE," "OUR," AND "US" REFER TO LIONBRIDGE
TECHNOLOGIES, INC. AND ITS SUBSIDIARIES UNLESS THE CONTEXT SUGGESTS OTHERWISE.

"LIONBRIDGE" IS A REGISTERED TRADEMARK AND "LIONBRIDGE.COM," THE LIONBRIDGE
LOGO, "RAPID GLOBALIZATION METHODOLOGY," "LIONBRIDGE GLOBALIZATION PLATFORM,"
AND "CHINACONNECT" ARE TRADEMARKS OF LIONBRIDGE. "VERITEST" IS A REGISTERED
TRADEMARK OF LIONBRIDGE.

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LIONBRIDGE

Lionbridge is a leading provider of globalization services to Global 2000
and emerging companies. In addition, our VeriTest division provides
functionality, compatibility, and logo certification testing services through
its global network of labs. Our globalization services, supported by our
proprietary technologies, enable our clients to adapt their businesses to meet
the demands of multiple languages and cultures. As economies worldwide become
increasingly integrated, the need for the rapid dissemination of information in
multiple languages has become more critical. The Internet and the demand it
creates for up-to-date, real-time information across all major global languages
have amplified this trend. Lionbridge's enterprise-wide services address the
needs of its clients' customers, suppliers, and employees. These services
include strategic consulting, linguistic and technical implementation, product
testing, and multilingual content management. During the six months ended
June 30, 2000, Lionbridge has provided its services to over 400 clients in the
technology, telecommunications, life sciences, and financial services
industries.

Our predecessor, Lionbridge America, Inc., was incorporated in Delaware in
September 1996 (under the name Lionbridge Technologies, Inc.). We were
incorporated in Delaware in October 1997 (under the name Lionbridge Technologies
Holdings, Inc.) and completed a reorganization in February 1998 in which
Lionbridge America became our wholly owned subsidiary. In June 1999, we changed
our name to Lionbridge Technologies, Inc. from Lionbridge Technologies
Holdings, Inc. and the name of our subsidiary Lionbridge Technologies, Inc. to
Lionbridge America, Inc. Our principal executive offices are located at 950
Winter Street, Waltham, Massachusetts 02451, our telephone number is
(781) 434-6000, and our Web site is www.lionbridge.com. Information contained on
our Web site is not a part of this prospectus.

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RISK FACTORS

YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISKS BEFORE INVESTING IN OUR
COMMON STOCK. THESE ARE NOT THE ONLY RISKS THAT WE FACE. ADDITIONAL RISKS MAY
ALSO IMPAIR OUR BUSINESS OPERATIONS. IF ANY OF THE FOLLOWING RISKS COME TO
FRUITION, OUR BUSINESS, RESULTS OF OPERATIONS, OR FINANCIAL CONDITION COULD BE
SUBSTANTIALLY HARMED. IN THAT CASE, THE TRADING PRICE OF OUR COMMON STOCK COULD
DECLINE, AND YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT. THIS PROSPECTUS
CONTAINS CERTAIN "FORWARD-LOOKING STATEMENTS" WHICH INVOLVE RISKS AND
UNCERTAINTIES. LIONBRIDGE MAKES SUCH FORWARD-LOOKING STATEMENTS UNDER THE
PROVISION OF THE "SAFE HARBOR" SECTION OF THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995. ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE PROJECTED,
ANTICIPATED OR INDICATED IN ANY FORWARD-LOOKING STATEMENTS AS A RESULT OF MANY
FACTORS, AS MORE FULLY DESCRIBED IN THIS SECTION AND ELSEWHERE IN THE
PROSPECTUS. IN THE FOLLOWING DISCUSSION, THE WORDS "ANTICIPATES," "BELIEVES,"
"EXPECTS," "INTENDS," "FUTURE," "COULD," AND SIMILAR WORDS OR EXPRESSIONS (AS
WELL AS OTHER WORDS OR EXPRESSIONS REFERENCING FUTURE EVENTS, CONDITIONS, OR
CIRCUMSTANCES) IDENTIFY FORWARD-LOOKING STATEMENTS. YOU SHOULD ALSO REFER TO THE
OTHER INFORMATION SET FORTH OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS,
INCLUDING OUR CONSOLIDATED FINANCIAL STATEMENTS AND THE ACCOMPANYING NOTES.

RISKS RELATED TO OUR BUSINESS

OUR REVENUE COULD BE NEGATIVELY AFFECTED BY THE DELAY OF OUR CLIENTS' PRODUCT
RELEASES OR THE LOSS OF A MAJOR CLIENT.

A significant portion of our revenue is linked to the product release cycle
of our clients. As a result, we perform varying amounts of work for specific
clients from year to year based on their development schedule. A major client in
one year may not have use for a similar level of our services in another year.
In addition, we derive a significant portion of our revenue from large projects
and programs for a limited number of clients. In 1999, Microsoft accounted for
approximately 9.2% of our revenue and our five largest clients (including
Microsoft) accounted for approximately 29.1% of our revenue. For the six months
ended June 30, 2000, Hewlett Packard accounted for approximately 9.6% of our
revenue and our five largest clients (including Hewlett Packard) accounted for
approximately 35.9% of our revenue. As a result, the loss of any major client or
a significant reduction in a large project's scope could materially reduce our
revenue and cash flow, and adversely affect our ability to achieve and maintain
profitability.

WE HAVE AN ACCUMULATED DEFICIT, ARE NOT CURRENTLY PROFITABLE, AND ANTICIPATE
FUTURE LOSSES.

We have incurred substantial losses since we were founded, and we anticipate
we will continue to incur substantial losses for the foreseeable future. We had
an accumulated deficit of approximately $71.4 million as of June 30, 2000 and a
net loss of $12.3 million for the six months ended June 30, 2000. Although our
revenue has grown significantly since 1997, this growth may not be sustainable
or indicative of future results of operations. We intend to continue to invest
in internal expansion, infrastructure, integration of our acquired companies
into our existing operations, select acquisitions, and our sales and marketing
efforts. In addition, our acquisitions have significantly increased our
intangible assets, such as goodwill, and the charges we expect to incur in
connection with the amortization of these intangible assets will adversely
impact our ability to achieve and maintain profitability for the foreseeable
future. We cannot predict when we will operate profitably, if ever.

IF OUR LOSSES CONTINUE, WE WILL NEED TO RAISE ADDITIONAL CAPITAL. IF WE ARE
UNABLE TO DO SO, OR WE DO SO ON UNFAVORABLE TERMS, THE VALUE OF YOUR
INVESTMENT IN OUR STOCK MAY DECLINE.

If our losses continue, we will be unable to pay our expenses unless we
raise additional capital. If we need to raise additional capital but are unable
to do so, we may not be able to continue as a going concern. If we need to raise
additional capital but are able to do so only on unfavorable terms, the value of
your investment in our stock may decline.

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POTENTIAL FLUCTUATIONS IN OUR QUARTERLY RESULTS MAKE FINANCIAL FORECASTING
DIFFICULT AND COULD AFFECT OUR COMMON STOCK TRADING PRICE.

As a result of fluctuations in our revenue tied to foreign currency
fluctuations, our clients' release cycles, the three- to nine-month length of
our typical sales cycle, rapid growth, acquisitions, the emerging nature of the
markets in which we compete, and other factors outside our control, we believe
that quarter-to-quarter comparisons of results of operations are not necessarily
meaningful. You should not rely on the results of any one quarter as an
indication of our future performance. We may not experience revenue increases in
future years comparable to the revenue increases in prior years. If in some
future quarter our results of operations were to fall below the expectations of
securities analysts and investors, the trading price of our common stock would
likely decline.

WE GENERALLY DO NOT HAVE LONG-TERM SERVICE AGREEMENTS, WHICH MAKES REVENUE
FORECASTING DIFFICULT.

Much of our revenue is derived from individual projects rather than
long-term service agreements. We cannot assure you that a client will engage us
for further services once a project is completed or that a client will not
unilaterally reduce the scope of, or terminate, existing projects. You should
not predict or anticipate our future revenue based on the number of clients we
have or the size of our existing projects. The absence of long-term service
agreements makes it difficult to predict our future revenue.

WE MAY BE LIABLE FOR DEFECTS OR ERRORS IN THE SERVICES WE PROVIDE TO OUR
CLIENTS.

Many of the services we provide are critical to our clients' businesses. Any
defects or errors in these services could result in:

- delayed or lost client revenue;

- adverse reaction to our clients from their end users and, ultimately,
toward Lionbridge;

- claims against us;

- negative publicity; and

- additional expenditures to correct the defect or error.

Liability claims could require us to spend significant time and money in
litigation or to pay significant damages. Although we maintain general liability
insurance, including coverage for errors and omissions, we cannot assure you
that this coverage will be available in amounts sufficient to cover one or more
large claims, or that the insurer will not disclaim coverage as to any future
claim.

IF WE FAIL TO ATTRACT AND RETAIN PROFESSIONAL STAFF, OUR ABILITY TO COMPLETE OUR
PROJECTS AND OBTAIN NEW PROJECTS COULD SUFFER.

Our failure to attract and retain qualified employees could impair our
ability to complete existing projects and bid for or obtain new projects and, as
a result, could adversely affect our business and revenue. Our ability to grow
and increase our market share largely depends on our ability to hire, train,
retain, and manage highly skilled employees, including project managers,
consultants, and technical, translation, and sales and marketing personnel.
There is a significant shortage of, and intense competition for, personnel who
are qualified to perform the services we provide. In addition, we must make sure
our employees maintain their technical expertise and business skills. We cannot
assure you that we will be able to attract a sufficient number of qualified
employees or that we will successfully train and manage the employees we hire.

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WE MAY BE UNABLE TO CONTINUE TO GROW AT OUR HISTORICAL GROWTH RATES OR TO MANAGE
OUR GROWTH EFFECTIVELY.

Continued, planned growth is a key component of increasing the value of our
common stock. In the past three years, our business has grown significantly and
we anticipate future internal growth and growth through additional acquisitions.
This rapid growth places a significant demand on management and our operational
resources. In order to manage growth effectively, we must implement and improve
our operational systems and controls. In addition, some of the proceeds of our
initial public offering were used in part to expand our operations and sales and
marketing capabilities. This additional growth may further strain our management
and operational resources. Our growth could also be adversely affected by many
other factors, including economic downturns. As a result of these concerns, we
cannot be sure that we will continue to grow, or, if we do grow, that we will be
able to maintain our historical growth rates.

OUR MULTI-YEAR OUTSOURCING RELATIONSHIP STRATEGY MAY CAUSE US TO BE
UNPROFITABLE.

Part of our strategy is to acquire other companies' internal localization
operations and then enter into multi-year contracts with the sellers of these
operations to meet their globalization requirements on an outsourcing basis. As
such, our strategy is to buy these operations with the objective of recouping
our up-front purchase price out of future revenue from the seller. If we pay too
much for these acquisitions or these outsourcing contracts prove unprofitable,
our revenue and profitability will suffer.

DIFFICULTIES PRESENTED BY INTERNATIONAL ECONOMIC, POLITICAL, LEGAL, ACCOUNTING,
AND BUSINESS FACTORS COULD NEGATIVELY AFFECT OUR BUSINESS IN INTERNATIONAL
MARKETS.

A large component of our operations is our ability to conduct business in
international markets, as evidenced by the fact that a significant part of our
current operations are outside of the United States. As a result, our business
is subject to the political and economic fluctuations in various countries. We
have experienced foreign currency fluctuations and they may have a more
significant impact on our revenue, cash flow and ability to achieve and maintain
profitability as we continue to grow our business. In addition, we have
experienced long payment cycles and occasional problems in collecting accounts
receivable originating outside of the United States. Recently we have
experienced exchange rate losses as a result of fluctuations in the Euro and
slowdowns in revenue growth as our clients reassessed their strategies in China
and Japan based on political and economic conditions. In addition, as we
continue to employ and retain personnel throughout the world and apply varying
employment laws, we may face difficulties in integrating such personnel on a
cost-efficient basis. To date, we have been able to successfully staff our
international operations, but if we continue to grow our operations, it may
become more difficult to manage our business. If we fail to manage these
operations successfully, our ability to service our clients and grow our
business will be seriously impeded.

OUR INTANGIBLE ASSETS REPRESENT A SIGNIFICANT PORTION OF OUR ASSETS,
AMORTIZATION OF OUR INTANGIBLE ASSETS WILL ADVERSELY IMPACT OUR NET LOSS, AND
WE MAY NEVER REALIZE THE FULL VALUE OF OUR INTANGIBLE ASSETS.

Our acquisitions have resulted in the creation of significant goodwill and
other intangible assets, which are generally being amortized over five-year
periods. At June 30, 2000, we had goodwill and other acquisition-related
intangible assets of approximately $17.4 million, net of accumulated
amortization, which represented approximately 24.5% of our total assets. The
amount of goodwill associated with our January 1999 acquisition of VeriTest may
increase in the future as a result of the contingent purchase price that may
become payable if the agreed-upon operating targets for VeriTest are fully met.
We will continue to incur non-cash charges in connection with the amortization
of our intangible assets over their respective useful lives, and we expect these
charges will have a significant adverse impact on our ability to achieve and
maintain profitability for the foreseeable future.

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We cannot assure you that we will ever realize the value of these intangible
assets. In the future, as events or changes in circumstances indicate that the
carrying amount of our intangible assets may not be recoverable, we will
evaluate the carrying value of our intangible assets and may take an accelerated
charge to our earnings. Any future determination requiring the write-off of a
significant portion of unamortized intangible assets could adversely impact our
ability to achieve and maintain profitability.

PURSUING AND COMPLETING POTENTIAL ACQUISITIONS COULD DIVERT MANAGEMENT ATTENTION
AND FINANCIAL RESOURCES AND MAY NOT PRODUCE THE DESIRED BUSINESS RESULTS.

In May 2000, we acquired all of the capital stock of INT'L.com and Harvard
Translations. As part of our growth strategy, we intend to continue pursuing and
making acquisitions of other complementary businesses. We do not have specific
personnel dedicated solely to pursuing and making acquisitions. As a result, if
we pursue any acquisition, our management, in addition to their operational
responsibilities, could spend a significant amount of time and management and
financial resources to pursue and integrate the acquired business with our
existing business. To pay for an acquisition, we might use capital stock, cash,
or a combination of both. Alternatively, we may borrow money from a bank or
other lender. If we use capital stock, our stockholders will experience
dilution. If we use cash or debt financing, our financial liquidity will be
reduced. In addition, from an accounting perspective, an acquisition may involve
nonrecurring charges or involve amortization of significant amounts of goodwill
that could adversely affect our ability to achieve and maintain profitability.

Despite the investment of these management and financial resources and
completion of due diligence with respect to these efforts, an acquisition may
not produce the revenue, earnings or business synergies that we anticipated, and
an acquired business or technology may not perform as expected for a variety of
reasons, including:

- difficulties in the assimilation of the operations, technologies, products
and personnel of the acquired company;

- risks of entering markets in which we have no or limited prior experience;

- expenses of any undisclosed or potential legal liabilities of the acquired
company;

- the applicability of rules and regulations that might restrict our ability
to operate; and

- the potential loss of key employees of the acquired company.

WE MAY HAVE DIFFICULTY IN IDENTIFYING AND COMPETING FOR ACQUISITION
OPPORTUNITIES.

Our business strategy includes the continued pursuit of strategic
acquisitions. We have engaged in discussions with third parties concerning
potential acquisitions of niche expertise, businesses, and operations. We
currently do not have commitments or agreements with respect to any
acquisitions. In executing our acquisition strategy, we may be unable to
identify suitable acquisition candidates. In addition, we expect to face
competition from other companies for acquisition candidates, making it more
difficult to acquire suitable companies on favorable terms.

IF WE FAIL TO KEEP PACE WITH CHANGING TECHNOLOGIES, WE MAY LOSE CLIENTS.

Our market is characterized by rapidly changing client requirements, and
evolving technologies and industry standards. If we cannot keep pace with these
changes, our business could suffer. The Internet's continued growth and strong
influence in our industry magnifies these characteristics. To achieve our goals,
we need to develop strategic business solutions, technologies, and methodologies
that keep pace with continuing changes in industry standards, information
technology, and client preferences.

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IF WE LOSE THE SERVICES OF OUR CHIEF EXECUTIVE OFFICER, RORY J. COWAN, OUR
PRESIDENT, ROGER O. JEANTY, OR OTHER KEY PERSONNEL, OUR BUSINESS AND STOCK
PRICE COULD SUFFER.

In order to continue to provide quality services in our rapidly changing
business, we believe it is particularly important to retain personnel with
experience and expertise relevant to our business. Our future success,
therefore, depends in large part on the continued services of a number of our
key personnel, including our Chief Executive Officer, Rory J. Cowan, and our
President, Roger O. Jeanty. The loss of the services of Messrs. Cowan or Jeanty
or any of our other key personnel could impede our success. We might not be able
to prevent key personnel, who may leave our employ in the future, from
disclosing or using our technical knowledge, practices, or procedures. One or
more of our key personnel might resign and join a competitor or form a competing
company. As a result, we might lose existing or potential clients.

WE COMPETE IN A HIGHLY COMPETITIVE MARKET THAT HAS LOW BARRIERS TO ENTRY.

The market for our globalization services is very competitive and we face
many competitors. We cannot assure you that we will compete successfully against
these competitors in the future. Many of these companies have longer operating
histories, significantly greater resources, and greater name recognition than
Lionbridge. If we fail to be competitive with these companies in the future, we
may lose market share and our revenue could fail to grow or decline.

There are relatively few barriers preventing companies from competing with
us. Although we own proprietary technology, we do not own any patented or other
technology that precludes or inhibits others from entering our market. As a
result, new market entrants also pose a threat to our business. In addition to
our existing competitors, we may face further competition in the future from
companies that do not currently offer globalization services. Technology
companies, Web consulting firms, technical support call centers, hosting
companies, and content management providers may choose to broaden their range of
services to include globalization as they expand their operations
internationally. While we currently use translation memory software in our
localization process and, to a lesser extent, machine translation software,
these technologies may improve and become sophisticated enough to enable more
companies to offer localization services and thus to compete with us. We cannot
assure you that we will be able to compete effectively with these potential
future competitors.

WE WILL CONTINUE TO DEPEND ON INTELLECTUAL PROPERTY RIGHTS TO PROTECT OUR
PROPRIETARY TECHNOLOGIES ALTHOUGH WE MAY NOT BE ABLE TO PROTECT THESE RIGHTS.

We rely on our proprietary technology to deploy our service offerings. Our
policy is to enter into confidentiality agreements with our employees, outside
consultants, and independent contractors. We also use patent, trademark, trade
secret, and copyright law in addition to contractual restrictions to protect our
technology. Notwithstanding these precautions, it may be possible for a third
party to obtain and use our proprietary technology without authorization.
Although we hold registered or pending United States patents and foreign patents
covering certain aspects of our technology, we cannot be sure of the level of
protection that these patents will provide. We may have to resort to litigation
to enforce our intellectual property rights, to protect trade secrets or
know-how, or to determine their scope, validity, or enforceability. Enforcing or
defending our proprietary technology is expensive, could cause diversion of our
resources and may not prove successful. The laws of other countries may afford
us little or no effective protection of our intellectual property rights.

OUR ABILITY TO ISSUE "BLANK CHECK" PREFERRED STOCK AND OTHER PROVISIONS OF OUR
CERTIFICATE OF INCORPORATION AND BY-LAWS COULD PREVENT OR DELAY TAKEOVERS.

Our certificate of incorporation authorizes the issuance of up to 5,000,000
shares of "blank check" preferred stock (that is, preferred stock which our
board of directors can create and issue without prior

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stockholder approval) with rights senior to those of our common stock. In
addition, our board of directors is divided into three classes and each director
is elected to serve staggered three-year terms. Our by-laws do not permit our
stockholders to take actions by written consent. As a result, these provisions
could prevent or delay an acquisition of Lionbridge and therefore limit the
price that certain investors might be willing to pay in the future for shares of
our common stock.

RISKS RELATED TO THIS OFFERING

WE ARE CONTROLLED BY A SMALL NUMBER OF STOCKHOLDERS WHICH COULD RESULT IN THEIR
TAKING ACTIONS WHICH OTHER STOCKHOLDERS DO NOT APPROVE.

As of September 22, 2000, our executive officers and directors and their
affiliates collectively beneficially own approximately 50.0% of the outstanding
shares of our common stock. If these stockholders choose to act or vote in
concert, they will have the power to influence the election of our directors,
the appointment of new management and the approval of any other action requiring
the approval of our stockholders, including any amendments to our certificate of
incorporation and mergers or sales of all of our assets. If these stockholders
withhold their consent, we could be prevented from entering into transactions
that could be beneficial to us. These stockholders may have interests that
differ from your interests and their decisions may negatively impact our future
success.

FUTURE SALES OF OUR SHARES COULD ADVERSELY AFFECT OUR STOCK PRICE.

As of September 22, 2000, we have 27,284,445 shares of our common stock
outstanding. Rory J. Cowan, Roger O. Jeanty, the limited partnerships sponsored
by Advent International and Morgan Stanley Dean Witter, Capital Resource
Lenders, Cornerstone Equity Investors, and their affiliates collectively
beneficially own 16,839,015 shares of our common stock as of September 22, 2000,
which shares may be resold in the public market immediately, subject to the
rules and limitations of Rules 144 and 145 under the Securities Act. In
addition, as of June 30, 2000, 1,356,264 shares of our common stock are issuable
upon exercise of currently exercisable options, 2,971,695 additional shares of
our common stock are issuable upon exercise of outstanding options that are not
currently exercisable, and 983,256 shares are reserved for issuance under our
employee stock purchase program. Any sale of a substantial number of shares of
our common stock in the public market after this offering, or the perception
that such sales could occur, may adversely affect the market price of our common
stock.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of our common stock by
the selling stockholders. See "Selling Stockholders" and "Plan of Distribution".
The principal purpose of this offering is to effect an orderly disposition of
the shares of our common stock being offered and sold from time to time by the
selling stockholders.

DIVIDEND POLICY

Lionbridge has not paid any cash dividends on its common stock and currently
intends to retain any future earnings for use in its business. In addition, the
terms of our debt arrangements prohibit us from paying any dividends to our
stockholders. Accordingly, we do not anticipate declaring or paying any cash
dividends on our common stock in the foreseeable future.

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BUSINESS

OVERVIEW

INDUSTRY BACKGROUND

Companies around the world are increasingly operating on a global scale. To
operate efficiently, companies must standardize their hardware, software,
telecommunications, and content delivery infrastructures throughout their global
organizations. Companies must also modify their products and information to
address the global marketplace. Among the key obstacles which companies must
overcome in releasing their products or information globally are the linguistic
and cultural differences of the many members of their worldwide audience. To
address these differences, many companies have determined that their products
and information must be made available on a localized basis--that is, in
languages understood by their target audience and in a manner sensitive to the
culture of the end user.

Historically, companies first developed products or related content for
their home markets and then created foreign language versions that met foreign
market linguistic and cultural requirements. The complexity of developing these
localized versions often resulted in software product releases, for example,
being delayed from six months to a year after delivery of the home-country
version. In the interim, product users experienced time to market delays.
Similar delays have also occurred in releasing information such as on-line
support, training, or marketing materials. These issues exist in all industries,
not just software. As a result, global end users of technology and content now
demand:

- simultaneous product release of the home-country and localized,
foreign-country versions;

- independent third party testing and logo certification of software to
provide assurance of compatibility with local operating systems and
international standards as well as load testing of Web-deployed
applications; and

- customer support, testing, training, and marketing information in the
local languages of the end users.

To meet these demands, the market for globalization services has evolved
beyond simple translation of words to a comprehensive linguistic and technical
implementation process that encompasses:

- LOCALIZATION. The language translation and cultural adaptation of various
forms of product and content including software, user interfaces, Web
sites, on-line help, documentation, technical support databases, training
materials, and sales and marketing information;

- INTERNATIONALIZATION. The re-engineering of software and Web application
source code so that products and applications are compatible with
country-specific operating systems and software;

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- MULTILINGUAL PRODUCT TESTING. The testing of products to verify that they
have been properly localized and/or internationalized; and

- MULTILINGUAL CONTENT MANAGEMENT. The continuous updating and ongoing
management of localized products and multilingual Web content.

The Internet is transforming business worldwide by removing the barriers of
time and geography and expanding access to information. As the world becomes
more technology-enabled, companies are using the Internet to conduct operations,
manage customers and employees, distribute products, and communicate both
internally and externally on a worldwide basis. Internet content is
predominantly in English, but a growing percentage of Internet users do not
speak English as their first language. Computer Economics, an independent
research firm, predicts that by 2002 a majority of Internet users will be
non-English speaking. Although the Internet offers significant global
opportunities, companies cannot take full advantage of them unless they
accommodate users' local languages, cultures, and technical environments.

More specifically, companies now use the Internet to:

- RELEASE PRODUCTS AND CONTENT. Companies are increasingly distributing
their software products and content over the Internet or redesigning them
as Web-based applications. Today, many software publishers regularly post
product updates and enhancements on their Web sites. Additionally, many
other industries have turned to the Web to deploy information such as
brokerage house research reports, product descriptions, or simply as a
vehicle for distribution of a wide range of information to their employees
and customers worldwide.

- PROVIDE TECHNICAL SUPPORT. Demonstrated cost benefits and improved
customer satisfaction are driving businesses to provide Web-based
technical support for their end users. As a result, companies are
supplementing technical support call enters with Web-based self-help
offerings such as frequently asked questions and technical support
databases. Gartner Group has estimated that the cost of providing
Internet-based support ranges between $0.25 and $3.50 per request compared
to $5.01 per call using traditional telephone-based customer support.

- DELIVER PRODUCT TRAINING. Self-directed Web-based courseware, product
training, and accreditation are beginning to replace classroom-based,
instructor-led training. International Data Corporation estimates that the
market for Internet-based information technology learning will grow from
$2.2 billion in 1999 to $9.1 billion in 2004.

- ENGAGE IN ECOMMERCE. The Internet has emerged as a significant sales
channel for products and services to consumers and businesses by affording
companies a cost-effective means for providing a global audience with
increased sales and marketing information, a broad selection of products
and services, and greater convenience. Forrester Research estimates that
the global electronic commerce market will grow from $657 billion in 2000
to approximately $6.8 trillion in 2004, with non-U.S. countries
representing 25.6% of the market in 2000 and 53.0% of the market in 2004.

Few companies have the combination of engineering, linguistic, testing, and
project management skills needed to successfully globalize their products,
services, and information for simultaneous worldwide release. Lionbridge
believes that companies recognize that globalization is not a core competency
and that it is usually not cost-effective for them to maintain a full suite of
in-house globalization resources. As a result, they are increasingly outsourcing
their globalization activities, which allows them to accelerate time-to-market,
minimize their fixed costs, and reallocate their resources to core activities
such as product or content development. Lionbridge believes that these companies
are demanding a one-stop globalization services provider to meet their global
product and content development, technical support, training, and sales and
marketing requirements. Although many companies provide translation and other
discrete localization-related services, Lionbridge believes few companies offer
a complete globalization solution.

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LIONBRIDGE'S SOLUTION

We provide a complete globalization offering to Global 2000 and emerging
companies in industries such as technology, telecommunications, life sciences,
and financial services. We also provide functionality, compatibility, and logo
certification testing services through our global network of VeriTest labs. Our
full suite of services allows our clients to outsource their critical
globalization needs and improve the quality, consistency, and timeliness of
their international offerings. Lionbridge serves as a globalization partner
throughout a client's product development and support lifecycle and offers the
following key benefits to its clients:

IN-DEPTH GLOBALIZATION EXPERTISE. We possess significant globalization
expertise that helps our clients expand internationally. We have linguistic and
technical expertise in over 30 languages. Linguistic and technical expertise in
specific languages increases the accuracy and efficiency of our solutions. Along
with our linguistic and technical expertise, we have the project management
expertise to concurrently handle the localization of product and content in
multiple languages. We are able to apply knowledge learned from localizing
product or content in one language of a given project to the localization of the
product or content in the other languages required for the same project as well
as knowledge from one language to multiple localization projects in the same
language. We have been able to utilize our global expertise from our client
engagements around the world to better serve our clients across all industries.

LEADING GLOBALIZATION TECHNOLOGIES. Lionbridge is committed to identifying
and developing globalization technologies. The LIONBRIDGE GLOBALIZATION PLATFORM
is Lionbridge's proprietary internal workflow and language management system.
The LIONBRIDGE GLOBALIZATION PLATFORM is a suite of integrated technologies used
to adapt content to a target locale's technical, linguistic, and cultural
expectations and thereafter manage that content on a real-time basis.
Lionbridge's expertise also extends to its patented language automation
translation technology. Through these technologies, Lionbridge is able to
provide advanced globalization solutions to its clients.

INTEGRATED FULL-SERVICE OFFERING. Lionbridge offers a full suite of
globalization services comprised of strategic consulting, linguistic and
technical implementation, product testing, and ongoing multilingual content
management. Lionbridge's enterprise-wide services address the full range of
globalization needs of its clients' customers, suppliers, and employees. Our
functionality and compatibility testing assure that our client's products work
as intended and interoperate as required, while our logo certification testing
confirms that independent software vendors' applications properly interact with
those of the platform vendor. Thus, our end-to-end service offering allows our
clients to work with a single outsource provider, which results in time and cost
saving benefits to our clients.

ESTABLISHED GLOBAL PRESENCE. Lionbridge believes it is one of the largest
providers of globalization services. Lionbridge operates 20 localization and
testing centers in eleven countries throughout the world. Lionbridge believes
its geographic coverage allows it to better serve clients on a local basis,
helping to forge strong, long-term client relationships and service the
widespread offices of its clients and their customers and vendors. In addition
to over 750 consulting and service professionals, Lionbridge maintains a global
network of over 2,500 third-party translators. This global network of
translators provides us with local-country linguistic and cultural expertise in
many languages and cultures. This scale enables Lionbridge to handle larger,
more complex engagements, expand its base of knowledge and best practices, and
employ more personnel, thereby spreading their cost and expertise over a larger
enterprise.

INDUSTRY EXPERTISE. Lionbridge has developed significant globalization
expertise in targeted industries by offering services that accommodate the
various needs of organizations in these industries. Lionbridge currently
organizes its delivery of services into four primary vertical industry groups:
technology, telecommunications, life sciences, and financial services.
Lionbridge leverages its experience

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in these industries across the entire company through best practices as well as
its proprietary methodology and technology to provide clients the full value of
Lionbridge's expertise.

LIONBRIDGE'S GROWTH STRATEGY

Lionbridge's goal is to be the leading provider of globalization services.
The following are the key elements of our strategy:

LEVERAGE EXISTING CLIENTS. We seek to increase the services we provide to
our existing clients by selling to other product groups within the same client
organization. In addition, we seek to leverage product knowledge acquired on one
project (for example, globalization of a product release) to sell services to
different enterprise functions within the same client (for example, compliance
testing, logo certification, localization of customer support knowledgebases,
and training materials).

PURSUE STRATEGIC ALLIANCES. We intend to pursue strategic alliances with
Web consulting firms, hosting companies, and content management providers to
provide the globalization services required for their customers to expand their
operations internationally. These alliances provide us with channel selling
opportunities that supplement the efforts of Lionbridge's existing direct sales
force. We believe there is a significant market opportunity in this area as
these companies generally do not have the expertise to offer globalization
services.

PURSUE MULTI-YEAR OUTSOURCING RELATIONSHIPS. We intend to continue to
pursue multi-year outsourcing relationships with clients who seek a
globalization-outsourcing partner. This strategy could involve the acquisition
of selected companies' internal localization operations and entering into
multi-year agreements with the sellers of these operations to fulfill their
globalization requirements. For example, in January 2000, we acquired assets and
the internal localization operations in Canada, China, Brazil, United States,
and Colombia of a telecommunications company. In connection with the
acquisition, the company awarded us a preferred vendor designation and entered
into a three-year agreement with us for globalization services.

CONTINUE TO INVEST IN THE DEVELOPMENT OF OUR LIONBRIDGE GLOBALIZATION
PLATFORM. We intend to continue investing in the development of our LIONBRIDGE
GLOBALIZATION PLATFORM technology. Through our dedicated knowledge management
group that works closely with our operations groups, we continuously refine and
enhance our core methodology and systems based on best practices and client
feedback. This focus enables us to continuously improve the quality,
predictability, and efficiency of our services across geographies, cultures, and
languages. Additionally, through our research and development group, we continue
to expand the functionality of the LIONBRIDGE GLOBALIZATION PLATFORM.

CONTINUE TO PURSUE STRATEGIC ACQUISITIONS. We intend to continue pursuing
strategic acquisitions that provide greater niche expertise, complementary
service offerings, additional geographic reach, and new clients. In 1998, we
acquired businesses that gave us valuable expertise in Japanese localization and
facilities on the West Coast of the United States and in Germany. In 1999, we
acquired compliance testing and logo certification capabilities as well as
localization companies in the United States and France. During 2000, we obtained
additional telecommunications expertise as well as an industry-specific
terminology database through our acquisitions.

EXPAND INTO ADDITIONAL VERTICAL MARKETS. We initially focused on providing
globalization services to technology companies. We have since expanded our
client base to include telecommunications, life sciences, and financial services
companies. We intend to continue expanding into additional industries that are
global and information-intensive.

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LIONBRIDGE SERVICES

We provide a full suite of globalization services to businesses to improve
the quality, consistency, and timeliness of their international product
releases, technical support, training materials, and sales and marketing
information. Our globalization services consist of the following:

STRATEGIC CONSULTING SERVICES. We provide strategic globalization
consulting services throughout the client's product life cycle which are geared
towards making the client and their globalization activities more successful.
These services include:

- WEB GLOBALIZATION AUDITS. We analyze Web site infrastructure, design, and
content with respect to issues ranging from cultural appropriateness to
localization of content;

- AUTHORING AND DESIGN. We assist clients in writing the copy for and the
design of product packaging and user manuals, which enables more efficient
downstream localization activities by controlling initial content
development;

- CONTENT DESIGN. We enable clients to properly design their content
repositories in order to facilitate translation into multiple languages as
well as multiple delivery options;

- GLOBAL IDENTITY CONSULTING. We provide analysis and assistance on the
cultural fit of product naming and identity in a particular country; and

- CHINACONNECT. Our ChinaConnect consulting services range from content
identification through development and deployment of multilingual Web
sites. Our services generally focus on those China- or Taiwan-based
clients who are creating their initial Web sites as a means to attract
customers who may not speak their local language. Therefore, ChinaConnect
also has a large linguistic and technical implementation component in
addition to strategic consulting.

LINGUISTIC AND TECHNICAL IMPLEMENTATION SERVICES. We provide the following
linguistic and technical implementation services:

- LOCALIZATION. Lionbridge creates foreign language versions of our clients'
products, content, and software applications, including the user
interface, on-line help systems, documentation, technical support
databases, training materials, and sales and marketing information. We
provide our clients with re-engineered, fully tested, and culturally
adapted multilingual versions of their products and applications.
Lionbridge uses a combination of internal and external translators, as
well as translation software, for its localization services. We have
approximately 125 translators and editors who are employees and
established relationships with a global network of over 2,500 third-party,
local-country translators, including independent agencies and freelance
professionals. We also use translation memory software to identify
previously translated material for re-use. Our RAPID GLOBALIZATION
METHODOLOGY standardizes processes, defines key activities, and specifies
goals for each localization project enabling us to deliver high quality,
localized versions of products and related materials across multiple
languages and cultures in a timely fashion.

- INTERNATIONALIZATION. Lionbridge provides source code analysis and
engineering services that enable software and Web application source code
to be compatible with country-specific operating systems and localized
software. Internationalization services are particularly critical when
working with non-Roman languages such as in Asia and the Middle East.
Internationalization may include re-engineering source code through a
complex and highly specialized process to support the "double-byte"
character set requirements of the Japanese, Chinese, and Korean languages,
solving display issues for bi-directional languages such as Arabic or
Hebrew, or making software compliant with the Unicode standard, which is a
global standard for representing dozens of languages.

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- MULTILINGUAL TECHNICAL PUBLISHING. We localize user manuals, marketing and
training materials, and other product support information using a variety
of desktop publishing and graphics software. Using our proprietary
workflow technology, multiple language versions are simultaneously
delivered to our clients in formats ready for printing or Internet
delivery.

PRODUCT TESTING SERVICES. As products are deployed throughout the world,
localized platforms can add complexity not existing in the originating version.
We test not only hardware and software products, but also Web sites. Through our
VeriTest division and its global network of labs, we provide the following
product testing services:

- FUNCTIONALITY TESTING. Lionbridge provides functionality and stress
testing to our clients. Early in product development cycles, Lionbridge
can assist software developers with compatibility or functional testing,
assuring that the product works as intended and interoperates as required.
In addition, as many of Lionbridge's clients across all industries deploy
Web sites, there may be uncertainty understanding how much volume these
Web sites can accommodate. Lionbridge's worldwide infrastructure enables
it to provide real world concurrent testing from multiple locations to
test the capabilities of a specific Web site under a number of scenarios.

- MULTILINGUAL PRODUCT TESTING. We provide localization testing, and
software, hardware, and telecommunications internationalization testing,
through our global network of VeriTest labs. Localization testing provides
an opportunity to uncover errors that may result during the localization
process before the product is placed into production and into the hands of
end users. The goal of localization testing is to ensure that local
language versions of the product perform consistently with the source
language version. Internationalization testing is necessary to ensure that
localized products function properly in the local hardware and software
environment, including local operating systems, peripheral devices, and
networking and communications standards.

- LOGO CERTIFICATION. Lionbridge, under its VeriTest brand, provides logo
certification programs for many leading software companies, including
Autodesk, BMC Software, Microsoft, and Oracle. These sponsoring companies
retain Lionbridge to develop and administer test criteria that independent
software vendors must satisfy before they may display the sponsor's logo
(such as Microsoft's CERTIFIED FOR WINDOWS 2000) on their products. These
certification tests confirm that independent software vendors'
applications properly interact with those of the platform vendor. The logo
is an indication to consumers of software quality and compatibility. Other
Lionbridge logo programs include BUILT WITH OBJECT ARX (Autodesk), BMC
CERTIFIED FOR PATROL, DESIGNED FOR MICROSOFT WINDOWS NT AND WINDOWS 98,
and ORACLE E-CERTIFIED WAREHOUSE.

MULTILINGUAL CONTENT MANAGEMENT SERVICES. We provide multilingual content
management services which consist of the continuous updating and other ongoing
management of our clients' localized software products and multilingual Web
content. By utilizing our proprietary technology and integrating our processes
and infrastructure with our clients' content management processes and
technology, we are able to manage the localization process in a semi-automated
manner for large volumes of content. Our multilingual content management
services range from the localization of streaming content and rolling software
product releases to the continuous updating of business information and other
localized database content. Examples of client content requiring these types of
globalization services include: a continuously updating on-line support site
maintained in multiple languages; a learning program which is constantly updated
to reflect the latest products and terminology; a marketing product database
which is constantly evolving; and an e-commerce site with rapidly changing
products.

As corporate Web sites become an integrated global resource, our clients are
increasingly using the Internet to deliver products, technical support, training
materials, and sales and marketing information. Our globalization services help
our clients maintain the quality and consistency of their Web-based

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products and content in multiple languages and cultures. Our globalization
service offerings support our clients' Web-based initiatives in the following
ways:

- ERELEASE. With the emergence of the Internet, our software clients are
redesigning their products as Web components and applications, then
releasing them and providing continuous updates over the Internet. We
provide the methodology and workflow systems to support continuous release
of multilingual products and updates via the Web.

- ESUPPORT. We offer localization and maintenance of technical support Web
sites, including frequently asked questions, product specifications, white
papers, and technical support databases. As our clients continuously
update this Web-based information, we automatically update the
multilingual versions as well. We have also begun to assist our clients in
providing local language responses to technical support questions through
e-mail.

- ELEARNING. Our multilingual eLearning services enable our clients to
provide updated training materials on the Web in multiple languages and
culturally appropriate formats as they move from instructor-led classroom
training to Internet distance learning.

- ECOMMERCE. We localize Web-deployed products and information including
sales and marketing materials, analyst reports, and on-line retail
catalogs. Our services support continuous updates and revisions to these
materials.

LIONBRIDGE GLOBALIZATION PLATFORM

Over the past few years, we have invested in the development of our
proprietary internal LIONBRIDGE GLOBALIZATION PLATFORM workflow and language
management system. LIONBRIDGE GLOBALIZATION PLATFORM provides us a systematic
approach to meet the technical, linguistic, and cultural demands of localizing
client content. LIONBRIDGE GLOBALIZATION PLATFORM then allows us to manage and
update the localized client content in real time. LIONBRIDGE GLOBALIZATION
PLATFORM consists of the following components and attributes:

- CONNECTIVITY. The connectivity component enables clients to initiate the
localization of content in a manual or automated mode. In manual mode, a
client's authorized employee can simply use the "drag and drop" method on
their desktop computer to select files or objects they wish to localize.
In an automated mode, the connectivity component uses intelligent agents
to monitor and identify changes to source language content on a client's
Web site, content repository or database. At the end of the workflow
process, the connectivity technology reinserts localized content into the
client's content repository, Web site, or database in a similar manner.

- WORKFLOW. The workflow component provides an automated, seamless flow of
content through the various globalization steps uniquely defined by a
client's particular business requirements and is designed for large,
complex content repositories that require continuous updating. This
component also includes automated routing and full tracking capabilities
throughout the localization process and functions as an integrated
collaboration tool to facilitate communication during the execution of a
project. The routing and tracking capabilities of the workflow component
satisfy the stringent requirements of clients in regulated industries or
industries sensitive to the globalization of unreleased and highly
confidential information.

- LANGUAGE AUTOMATION TRANSLATION. Language automation translation consists
of a patented translation memory engine, integrated terminology
management, and several complementary technologies that allow the rapid
recycling of existing translated text segments into new material across a
wide range of file formats and attributes. This translation memory
capability allows Lionbridge to reuse previously localized materials in
current projects for a specific client. Language automation brings
cost-efficiencies and time savings as well as more consistent quality to
the translation process as the volume of work from a particular client
increases. Our language

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automation technology's high performance specifications make it ideally
suited to leveraging translation memories in the multiple formats,
rapid-change, and real-time turnaround conditions of source language
content in Web-enabled enterprise functions such as sales and marketing
Web sites, on-line support and training, Web-enabled supplier management,
and hosted applications.

- PORTAL. This component of LIONBRIDGE GLOBALIZATION PLATFORM is a
browser-accessible digital dashboard that enables clients to monitor,
view, and interact with their globalization projects 24 hours a day,
365 days a year. For our internal operating purposes, the portal component
displays all the metrics surrounding work-in-progress including financial
information (prices, budgets, and costs incurred) and project management
data. It is also a forum and storage facility for communication and
knowledge that is created, captured, and reused during the lifecycle of
executing one or an on-going series of client projects and programs.

CLIENTS

Lionbridge clients are generally Global 2000 and emerging companies in the
technology, telecommunications, life sciences, and financial services
industries. During the six months ended June 30, 2000, we have provided services
to more than 400 clients worldwide. The following companies are representative
Lionbridge clients, each of whom had purchased more than $400,000 in
globalization services from Lionbridge during the six months ended June 30,
2000:

<TABLE>
<S> <C> <C>
3Com Intel Page Factory
Baan Johnson & Johnson Parametric Technology
Bentley Systems Lexmark SAP
Cisco Microsoft Schneider Automation
Hewlett Packard Novell Tivoli Systems
Hyperion Oce United Health Care
IBM
</TABLE>

In 1999 and 1998, our five largest clients accounted for approximately 29.1%
and 31.9%, respectively, of revenue and no one client accounted for 10% or more
of total revenue for either period. For the six months ended June 30, 2000, our
five largest clients accounted for approximately 35.9% of revenue and no one
client accounted for 10% or more of total revenue for this period.

SALES AND MARKETING

Substantially all of Lionbridge's revenue has been generated through its
dedicated direct sales force. We currently have approximately 60 direct sales
professionals based in the United States, Europe, and Asia who sell the full
range of Lionbridge globalization services. Our sales approach is highly
consultative and often involves planning for an organization's ongoing
requirements, including future versions of products, and ongoing support,
maintenance, and training, related to both traditional and Web deployment. There
are often several different functional areas within the same organization that
require one or more of our services. Many of our clients do not coordinate these
purchases but buy these services at the department head level. As a result, our
sales professionals may call on several functional departments and at various
management levels within the same client organization.

Lionbridge's marketing efforts are designed to create brand recognition and
demand for Lionbridge services throughout the world. Marketing programs include
targeted industry and solution-specific advertising campaigns, trade show
participation, speaking engagements, and promotion of client success stories. We
plan to continue expanding our sales and marketing activities.

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HUMAN RESOURCES

As of June 30, 2000, we had 1,052 employees of which 797 were consulting and
service delivery professionals and 255 were management and administrative
personnel performing marketing, sales, operations, process and technology,
finance, accounting, and administrative functions.

We have been successful in hiring individuals with leading-edge technical
skills and project management experience. In addition, Lionbridge is committed
to employee training and retention. Lionbridge has a dedicated knowledge
management team that initiates and oversees the training and development of
Lionbridge consulting and service delivery professionals. Key organizational
development initiatives include ongoing technical and project management classes
as well as career path management and guidance. We plan to continue to invest in
attracting qualified employees.

Most employees are eligible to participate in our stock option program,
under which we make annual grants in varying amounts to our employees based upon
their position and individual contribution to the company. Additionally,
substantially all of our employees are eligible to participate in our employee
stock purchase program.

Lionbridge's employees in Paris, France are represented by a labor union,
and we have a works council in The Netherlands and Germany. We have never
experienced a work stoppage. We believe our employee relations are good.

COMPETITION

Lionbridge provides a broad range of globalization services to its clients.
The market for our services is highly fragmented, and we have many competitors.
Our current competitors include the following:

- Localization or translation services providers such as Berlitz
International, Bowne & Co., Lernout and Hauspie, SDL Limited and regional
vendors of translation services specializing in specific languages in
particular geographic areas. More recently, companies which provide tool
subsets or specific services have entered the market, including
eTranslate, Idiom, Uniscape, and others;

- Independent testing labs providing testing and logo certification services
such as National Software Testing Laboratories (a division of CMP Media),
and Keylabs (a division of Exodus); and

- Internal localization departments of Global 2000 and large emerging
companies.

We may also face competition from a number of other companies in the future,
including some companies that currently seek localization services from us. As
businesses shift from telephonic support centers to Web-based support, technical
support call centers and others that currently provide traditional outsourcing
services may decide to provide comparable globalization services over the
Internet. Other potential entrants into Lionbridge's market include Web
consulting companies who are being asked by their customers to assist them with
international Web deployments. Currently, these companies are often requesting
localization assistance from Lionbridge. Over time, however, they may determine
to expand into localization to directly serve their customers' requirements.
Additionally, as hosting companies expand internationally and require
localization of the content they host, these companies may expand to provide
localization services themselves. As content management providers are brought
international by their customers, they will be required to assist their
customers with maintaining a multilingual content database. While today they are
often working with us to assist in meeting their customers' needs, it is
possible that over time they will expand into offering competitive services.

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There are relatively few barriers preventing companies from competing with
us. Our technology does not preclude or inhibit others from entering our market.
As a result, new market entrants pose a threat to our business. While we
presently use translation memory software licensed from third parties in our
localization process in addition to our own, and to a lesser extent machine
translation software also licensed from third parties, these technologies may
improve and become sophisticated enough to compete more effectively with our
localization service offering.

Lionbridge believes the principal competitive factors in providing its
services include project management expertise, quality and speed of service
delivery, vertical industry expertise, the ability to provide clients end-to-end
globalization solutions, expertise and presence in certain geographic areas,
corporate reputation, and expertise in Internet-related services. We believe we
have competed favorably with respect to these factors to date and have developed
a strong reputation in our industry. However, we cannot assure you that we will
be able to do so in the future.

INTELLECTUAL PROPERTY RIGHTS

Our success is dependent, in part, upon our proprietary RAPID GLOBALIZATION
METHODOLOGY, LIONBRIDGE GLOBALIZATION PLATFORM connectivity, workflow, language
automation, and portal technologies, and other intellectual property rights. We
have patents or patent applications pending relating to our language automation
translation memory engine. Lionbridge relies on a combination of trade secret,
nondisclosure and other contractual agreements, and copyright and trademark laws
to protect its intellectual property rights. Existing trade secret and copyright
laws afford us only limited protection. We enter into confidentiality agreements
with our employees, require that our outside consultants and generally our
clients enter into these agreements, and limit access to and distribution of our
proprietary information. We cannot assure you that these arrangements will be
adequate to deter misappropriation of our proprietary information or that we
will be able to detect unauthorized use and take appropriate steps to enforce
our intellectual property rights.

FACILITIES

We maintain offices in the United States, Canada, Brazil, Ireland, France,
Germany, The Netherlands, China, Japan, Taiwan, and South Korea. We maintain
sales offices in Charlotte, North Carolina and the metropolitan areas of
Albuquerque, Chicago, Seattle, Houston, Los Angeles, San Francisco, and New York
in the United States; Dublin, Ireland; Paris, France; Rendsberg and Hamburg,
Germany; Beijing, China; and Tokyo, Japan.

Lionbridge's headquarters and principal administrative, finance, legal, and
marketing operations are located in leased office space in Waltham,
Massachusetts. Lionbridge's lease is for a term of 3 years and expires on
August 1, 2002. Lionbridge maintains a facility in metropolitan Dublin, Ireland
and leases three floors under three separate leases expiring between
September 14, 2025 and March 1, 2026. We also maintain an operations center in
Framingham, Massachusetts under a lease with a 6-year term that expires in
February 2002. Lionbridge expects that it will need additional space as it
expands its business, and we believe that we will be able to obtain additional
space as needed.

LEGAL PROCEEDINGS

Lionbridge is not a party to any material legal proceedings.

19
<PAGE>
SELLING STOCKHOLDERS

The following table sets forth, as of the date of this prospectus, the names
of the selling stockholders, the number of shares that the selling stockholders
own as of such date, the number of shares owned by the selling stockholders that
may be offered for sale from time to time by this prospectus, and the number of
shares to be held by the selling stockholders assuming the sale of all of the
shares offered hereby.

<TABLE>
<CAPTION>
SHARES
SHARES BENEFICIALLY BENEFICIALLY
OWNED PRIOR TO SHARES OWNED AFTER
OFFERING(2) OFFERED OFFERING(1)
-------------------- PURSUANT TO -------------------
SELLING STOCKHOLDER NUMBER(2) PERCENT THIS PROSPECTUS NUMBER PERCENT
------------------- --------- -------- --------------- -------- --------
<S> <C> <C> <C> <C> <C>
Aventine International Fund.................. 260,000 1.0% 260,000 0 *

Bricoleur Partners, LP....................... 525,000 1.9% 525,000 0 *

Bricoleur Partners II, LP.................... 390,000 1.4% 390,000 0 *

JIB Associates, LP........................... 75,000 * 75,000 0 *

Ultra Hermes Fund, Limited................... 250,000 * 250,000 0 *
</TABLE>

------------------------

* Represents less than 1% of the outstanding shares.

(1) Assumes that the selling stockholders will sell all of the shares registered
hereunder. There can be no assurance that the selling stockholders will sell
all or any of the shares registered hereunder as the stockholders may sell
all or part of their shares pursuant to this prospectus.

(2) The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Securities and Exchange Act of 1934, as
amended, and the information is not necessarily indicative of beneficial
ownership for any other purpose. Under Rule 13d-3, beneficial ownership
includes any shares as to which the individual has sole or shared voting
power or investment power and also any shares which the individual has the
right to acquire within 60 days of the date of this prospectus through the
exercise of any stock option or other right.

On June 29, 2000, we sold an aggregate of 1,500,000 shares of our common
stock to the selling stockholders at $8.50 per share for an aggregate
consideration of $12.75 million in a private placement pursuant to a stock
purchase agreement by and among the selling stockholders and us. We are filing
this registration statement to register, and the selling stockholders are
offering, for public sale these 1,500,000 shares of our common stock currently
held by the selling stockholders.

The selling stockholders have represented to us that they acquired the
shares as principal for their own accounts, for investment and not with a view
to, or for resale in connection with, any distribution or public offering of the
shares in violation of the Securities Act. In recognition of the fact, however,
that the selling stockholders may want to be able to sell the shares when they
consider it appropriate, in connection with the stock purchase agreement between
Lionbridge and the selling stockholders, we agreed to file this registration
statement with the Securities and Exchange Commission to effect the registration
of the resale of the 1,500,000 shares of common stock under the Securities Act
and to use our reasonable best efforts to keep the registration statement
effective until the earliest of (i) such time as all shares of our common stock
purchased by the selling stockholders under the stock purchase agreement have
been sold pursuant to this registration statement or (ii) June 29, 2002.

Except as noted above and based on representations by the selling
stockholders, to the best of our knowledge, no selling stockholder had a
material relationship with us or any of our affiliates within the three-year
period ending on the date of this prospectus.

20
<PAGE>
PLAN OF DISTRIBUTION

The shares of common stock covered by this prospectus may be offered and
sold from time to time by the selling stockholders, including donees,
transferees, or other successors in interest that receive such shares as a gift
or other non-sale related transfer. Each of the selling stockholders will act
independently of Lionbridge in making decisions with respect to the timing,
manner, and size of any sale. Each of the selling stockholders may sell the
shares on The Nasdaq National Market, or otherwise, at prices and under terms
then prevailing or at prices related to the then current market price or at
negotiated prices. The shares may be sold by one or more of the following means
of distributions: (a) a block trade in which the broker-dealer so engaged will
attempt to sell shares as agent, but may position and resell a portion of the
block as principal to facilitate the transaction; (b) purchases by a
broker-dealer as principal and resale by the broker-dealer for its own account
pursuant to this prospectus; (c) an over-the-counter distribution in accordance
with the rules of The Nasdaq National Market; (d) ordinary brokerage
transactions and transactions in which the broker solicits purchasers; and
(e) in privately negotiated transactions. To the extent required, this
prospectus may be amended and supplemented from time to time to describe a
specific plan of distribution.

In connection with distributions of the shares or otherwise, each of the
selling stockholders may enter into hedging transactions with broker-dealers or
other financial institutions. In connection with these transactions,
broker-dealers or other financial institutions may engage in short sales of
Lionbridge common stock in the course of hedging the positions they assume with
such selling stockholder. Each of the selling stockholders may also sell
Lionbridge common stock short and redeliver the shares to close out such short
positions. Each of the selling stockholders also may enter into option or other
transactions with broker-dealers or other financial institutions which require
the delivery to the broker-dealer or other financial institution of shares
offered hereby, which shares the broker-dealer or other financial institution
may resell pursuant to this prospectus (as supplemented or amended to reflect
such transaction). Each of the selling stockholders also may pledge shares to a
broker-dealer or other financial institution, and, upon a default, the
broker-dealer or other financial institution, may affect sales of the pledged
shares pursuant to this prospectus (as supplemented or amended to reflect such
transaction).

In effecting sales, brokers, dealers or agents engaged by the selling
stockholders may arrange for other brokers or dealers to participate. Brokers,
dealers or agents may receive commissions, discounts or concessions from the
selling stockholders in amounts to be negotiated prior to the sale. The selling
stockholders and these brokers or dealers and any other participating brokers or
dealers may be deemed to be "underwriters" within the meaning of Section 2(11)
of the Securities Act of 1933, as amended, in connection with these sales, and
any selling commissions, discounts or concessions may be deemed to be
underwriting discounts or commissions under the Securities Act. This
compensation might be in excess of customary commissions. Lionbridge will pay
all expenses incident to the offering and sale of the shares to the public other
than any commissions and discounts of underwriters, dealers, or agents and any
transfer taxes. We have agreed to indemnify each selling stockholder against
certain liabilities, including liabilities arising under the Securities Act.
Each of the selling stockholders may idemnify any broker-dealer that
participates in transactions involving the sale of the shares against certain
liabilities, including liabilities arising under the Securities Act.

Lionbridge has advised each of the selling stockholders that the
anti-manipulation rules of Regulation M under the Securities and Exchange Act of
1934, as amended, may apply to sales of shares in the market and to the
activities of the selling stockholders and their respective affiliates. Because
the selling stockholders may be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act, the selling stockholders will be subject
to the prospectus delivery requirements of the Securities Act, which may include
delivery through facilities of The Nasdaq National Market pursuant to Rule 153
under the Securities Act.

21
<PAGE>
Selling stockholders may also resell all or a portion of the shares in open
market transactions in reliance upon Rule 144 under the Securities Act rather
than pursuant to this prospectus, provided they meet the criteria and conform to
the requirements of Rule 144.

Upon being notified by a selling stockholder that any material arrangement
has been entered into with a broker-dealer for the sale of shares through a
block trade, special offering, exchange distribution or secondary distribution,
or a purchase by a broker-dealer, we will file a supplement to this prospectus,
if required, pursuant to Rule 462(b) under the Securities Act, disclosing
(i) the name of the selling stockholder and participating broker-dealer(s),
(ii) the number of shares involved, (iii) the price at which the shares were
sold, (iv) the commissions paid or discounts or concessions allowed to the
broker-dealer(s), where applicable, (v) that the broker-dealer(s) did not
conduct any investigation to verify the information set forth or incorporated by
reference into this prospectus, and (vi) other facts material to the
transaction. In addition, upon being notified by a selling stockholder that a
donee, transferee, or other successor-in-interest intends to sell more than 500
shares, we will file a supplement to this prospectus.

We agreed to file a registration statement to register the sale of the
shares and to use our reasonable best efforts to maintain the effectiveness of
the registration statement until the earlier of June 29, 2002 and the date on
which all shares of our common stock originally purchased by the selling
stockholders under the June 29, 2000 stock purchase agreement have been sold
pursuant to this registration statement; provided that we may suspend sales at
any time under this registration statement immediately upon notice to the
selling stockholders, for a period or periods of time not to exceed 90 days in
the aggregate during any 12-month period, if there then exists material,
non-public information relating to us, which in our reasonable opinion, would
not be appropriate for disclosure during that time.

TRANSFER AGENT

American Stock Transfer and Trust Company, 40 Wall Street, New York, New
York 10005 is the transfer agent for our common stock.

LEGAL MATTERS

The validity of the shares of our common stock offered hereby will be passed
upon for us by Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts. As of the
date of this prospectus, certain attorneys with the firm of Testa, Hurwitz &
Thibeault, LLP beneficially own an aggregate of 16,667 shares of our common
stock.

EXPERTS

The consolidated financial statements of Lionbridge as of December 31, 1999
and 1998 and for each of the three years in the period ended December 31, 1999,
incorporated in this prospectus by reference to Lionbridge's Current Report on
Form 8-K/A filed July 31, 2000, give retroactive effect to the mergers with
INT'L.com, Inc. and Harvard Translations, Inc. and have been audited by
PricewaterhouseCoopers LLP, independent accountants, as set forth in their
report included therein. In its report, that firm states that with respect to
the financial statements of INT'L.com, Inc. its opinion is based on the report
of another independent accountant, namely Arthur Andersen LLP. The consolidated
financial statements referred to above have been so incorporated in reliance on
the reports of such independent accountants given on the authority of such firms
as experts in auditing and accounting.

22
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

Some of the important business and financial information that you may want
to consider is not included in this prospectus, but rather "incorporated by
reference" to documents that have been filed by us with the Securities and
Exchange Commission pursuant to the Exchange Act of 1934. The information that
is incorporated by reference consists of:

1. Lionbridge's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.

2. Lionbridge's Joint Proxy Statement/Prospectus contained in our
registration statement on Form S-4 (File No. 333-33750) for the 2000
Special Meeting in Lieu of Annual Meeting of Stockholders.

3. Lionbridge's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000.

4. Lionbridge's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000.

5. Current Report on Form 8-K filed June 1, 2000, as amended by Form 8-K/A
filed July 31, 2000.

6. Lionbridge's Definitive Proxy Statement filed September 18, 2000 for the
2000 Special Meeting of Stockholders.

7. The description of our common stock contained in the section entitled
"Description of Registrant's Securities to be Registered" contained in
our registration statement on Form 8-A filed on August 4, 1999 (File
No. 000-26933), and incorporating by reference the information contained
in our registration statement on Form S-1 (File No. 333-81233), including
any amendment or report filed for the purpose of updating that
description.

All documents subsequently filed by us pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act, prior to the termination of this offering, shall
be deemed incorporated by reference in this prospectus and made a part hereof
from the date of filing of those documents. Any statement contained in a
document incorporated or deemed incorporated by reference in this prospectus
shall be deemed modified or superseded for purposes of this prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed incorporated by reference herein or in any
prospectus supplement modifies or supersedes that statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus.

We will provide without charge to each person who is delivered a prospectus,
on written or oral request, a copy of any or all of the documents incorporated
by reference herein (other than exhibits to those documents unless those
exhibits are specifically incorporated by reference into those documents).
Requests for copies should be directed to Chief Financial Officer, Lionbridge
Technologies, Inc., 950 Winter Street, Waltham, Massachusetts 02451, Telephone:
(781) 434-6000.

AVAILABLE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any reports, statements or other information Lionbridge files at the SEC's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the Public Reference
Room. In addition, the SEC maintains a Web site (http://www.sec.gov) that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the SEC. Lionbridge has
filed a registration statement to register with the SEC the Lionbridge common
stock listed in this prospectus. This prospectus is part of that registration
statement. As allowed by SEC rules, this prospectus does not contain all of the
information set forth in the registration statement or the exhibits to the
registration statement. Our Web site is http://www/lionbridge.com. Information
contained on our Web site is not a part of this prospectus.

23
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth an estimate (other than with respect to the
Registration Fee) of the expenses expected to be incurred in connection with the
issuance and distribution of the securities being registered, other than
underwriting discounts and commissions:

<TABLE>
<S> <C>
Registration Fee--Securities and Exchange Commission........ $ 3,342.00
Accounting Fees and Expenses................................ $ 5,000.00
Legal Fees and Expenses..................................... $10,000.00
Printing Expenses........................................... $ 1,000.00
Miscellaneous............................................... $ 1,000.00
----------
TOTAL..................................................... $20,342.00
==========
</TABLE>

Lionbridge will bear all expenses shown above. The selling stockholders will
bear all underwriting discounts and selling commissions and stock transfer fees
and taxes applicable to the sale of the shares sold pursuant to this prospectus.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Delaware General Corporation Law and our Second Amended and Restated
Certificate of Incorporation and Amended and Restated By-laws provide for
indemnification of our directors and officers for liabilities and expenses that
they may incur in those 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 Lionbridge, and with
respect to any criminal action or proceeding, actions that the indemnitee had no
reasonable cause to believe were unlawful. We refer you to our Second Amended
and Restated Certificate of Incorporation and Amended and Restated By-laws filed
as Exhibits 3.2 and 3.4, respectively, to our registration statement on
Form S-1 filed with the Securities and Exchange Commission on August 20, 1999
(File No. 333-81233).

We maintain directors' and officers' liability insurance to insure our
directors and certain officers against certain liabilities and expenses which
arise out of or in connection with their capacities as directors and officers.
The underwriting agreement, dated August 20, 1999, by and between Lionbridge and
the underwriters listed therein entered into in connection with our initial
public offering provides that the underwriters are obligated, under certain
circumstances, to indemnify directors, officers and controlling persons of
Lionbridge against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. We refer you to the Underwriting Agreement
filed as Exhibit 1.1 to our registration statement on Form S-1 filed with the
Securities and Exchange Commission on August 20, 1999 (File No. 333-81233).

ITEM 16. EXHIBITS.

The following exhibits, required by Item 601 of Regulation S-K, are filed as
a part of this Registration Statement. Exhibit numbers, where applicable, in the
left column correspond to those of Item 601 of Regulation S-K.

<TABLE>
<CAPTION>
EXHIBIT NO. ITEM AND REFERENCE
----------- ------------------
<C> <C> <S>
2.1 -- Stock Purchase Agreement dated January 2, 1998 by and among
Lionbridge, Japanese Language Services, Inc., Carl J. Kay
and Yoko I. Kay (filed as Exhibit 2.1 to Lionbridge's
Registration Statement on Form S-1 (File No. 333-81233) and
incorporated herein by reference).
</TABLE>

II-1
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO. ITEM AND REFERENCE
----------- ------------------
<C> <C> <S>
2.2 -- Stock Purchase Agreement dated January 6, 1999 by and among
VeriTest, Inc., the shareholders of VeriTest listed on the
signature pages thereto and Lionbridge (filed as Exhibit 2.2
to Lionbridge's Registration Statement on Form S-1 (File
No. 333-81233) and incorporated herein by reference).
2.3* -- Amended and Restated Agreement and Plan of Reorganization
dated March 30, 2000 by and among Lionbridge, LTI
Acquisition Corp. and INT'L.com, Inc.
2.4* -- Agreement and Plan of Reorganization dated March 30, 2000 by
and among Lionbridge, HT Acquisition Corp. and Harvard
Translations, Inc.
4.1 -- Amended and Restated Certificate of Incorporation of
Lionbridge (filed as Exhibit 3.2 to Lionbridge's
Registration Statement on Form S-1 (File No. 333-81233) and
incorporated herein by reference).
4.2 -- Amended and Restated By-laws of Lionbridge (filed as Exhibit
3.4 to Lionbridge's Registration Statement on Form S-1 (File
No. 333-81233) and incorporated herein by reference).
4.3 -- Specimen Certificate for shares of Lionbridge Common Stock
(filed as Exhibit 4.3 to Lionbridge's Registration Statement
on Form S-1 (File No. 333-81233) and incorporated herein by
reference).
5.1* -- Legal Opinion of Testa, Hurwitz & Thibeault, LLP.
23.1* -- Consent of PricewaterhouseCoopers LLP.
23.2* -- Consent of Arthur Andersen LLP.
23.3* -- Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5.1).
24.1* -- Power of Attorney (included on signature pages).
</TABLE>

------------------------

* Filed herewith.

ITEM 17. UNDERTAKINGS.

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 this 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 this registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high
and 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 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and

(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 this 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

II-2
<PAGE>
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

(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.

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 in the registration statement 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.

The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

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.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430(A) and contained
in a form of prospectus filed by the registrant pursuant to Rule 424(b)
(1) or (4) or Rule 497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it was declared
effective.

(2) For the purposes of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
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.

II-3
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Waltham, Commonwealth of Massachusetts on
September 28, 2000.

<TABLE>
<S> <C> <C>
LIONBRIDGE TECHNOLOGIES, INC.

By: /s/ RORY J. COWAN
-----------------------------------------
Rory J. Cowan
CHIEF EXECUTIVE OFFICER AND
CHAIRMAN OF THE BOARD
(DULY AUTHORIZED OFFICER AND
PRINCIPAL EXECUTIVE OFFICER)
</TABLE>

POWER OF ATTORNEY

We, the undersigned officers and directors of Lionbridge
Technologies, Inc., hereby severally constitute and appoint Stephen J. Lifshatz
our true and lawful attorney, with full power to him singly, to sign for us in
our names in the capacities indicated below, all pre-effective and
post-effective amendments to this registration statement, and generally do all
things in our names and on our behalf in such capacities 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, as amended, this
registration statement on Form S-3 has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates
indicated.

<TABLE>
<CAPTION>
NAME CAPACITY DATE
---- -------- ----
<C> <S> <C>
Chief Executive Officer and
/s/ RORY J. COWAN Chairman of the Board
------------------------------------------- (Principal Executive September 28, 2000
Rory J. Cowan Officer)

/s/ ROGER O. JEANTY
------------------------------------------- President and Director September 28, 2000
Roger O. Jeanty

Senior Vice President,
/s/ STEPHEN J. LIFSHATZ Chief Financial Officer
------------------------------------------- (Principal Financial and September 28, 2000
Stephen J. Lifshatz Accounting Officer)

/s/ MARCIA J. HOOPER
------------------------------------------- Director September 28, 2000
Marcia J. Hooper
</TABLE>

II-4
<PAGE>

<TABLE>
<CAPTION>
NAME CAPACITY DATE
---- -------- ----
<C> <S> <C>
/s/ GUY L. DE CHAZAL
------------------------------------------- Director September 28, 2000
Guy L. de Chazal

/s/ CLAUDE P. SHEER
------------------------------------------- Director September 28, 2000
Claude P. Sheer

/s/ PAUL KAVANAGH
------------------------------------------- Director September 28, 2000
Paul Kavanagh
</TABLE>

II-5
<PAGE>
INDEX TO EXHIBITS

2.2 -- Stock Purchase Agreement dated January 6, 1999 by and among
VeriTest, Inc., the shareholders of VeriTest listed on the
signature pages thereto and Lionbridge (filed as Exhibit 2.2
to Lionbridge's Registration Statement on Form S-1 (File
No. 333-81233) and incorporated herein by reference).

2.3* -- Amended and Restated Agreement and Plan of Reorganization
dated March 30, 2000 by and among Lionbridge, LTI
Acquisition Corp. and INT'L.com, Inc.

2.4* -- Agreement and Plan of Reorganization dated March 30, 2000 by
and among Lionbridge, HT Acquisition Corp. and Harvard
Translations, Inc.

4.1 -- Amended and Restated Certificate of Incorporation of
Lionbridge (filed as Exhibit 3.2 to Lionbridge's
Registration Statement on Form S-1 (File No. 333-81233) and
incorporated herein by reference).

4.2 -- Amended and Restated By-laws of Lionbridge (filed as Exhibit
3.4 to Lionbridge's Registration Statement on Form S-1 (File
No. 333-81233) and incorporated herein by reference).

4.3 -- Specimen Certificate for shares of Lionbridge Common Stock
(filed as Exhibit 4.3 to Lionbridge's Registration Statement
on Form S-1 (File No. 333-81233) and incorporated herein by
reference).

5.1* -- Legal Opinion of Testa, Hurwitz & Thibeault, LLP.

23.1* -- Consent of PricewaterhouseCoopers LLP.

23.2* -- Consent of Arthur Andersen LLP.

23.3* -- Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5.1).

24.1* -- Power of Attorney (included on signature pages).
</TABLE>

------------------------

* Filed herewith.