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As filed with the Securities and Exchange Commission on June 9, 2000
Registration No. 333-______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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LIONBRIDGE TECHNOLOGIES, INC.
(Exact Name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
04-3398462
(I.R.S. Employer Identification No.)
950 Winter Street
Waltham, MA 02451
(Address of Principal Executive Offices) (Zip Code)
--------------------
IC Global Services, Inc. 1998 Stock Plan (Amended and Restated April 6, 1999)
International Language Engineering Corporation Amended and Restated 1997 Stock
Option Plan
Harvard Translations, Inc. 1997 Stock Option Plan
(Full title of the plans)
--------------------
Rory J. Cowan
Chief Executive Officer
Lionbridge Technologies, Inc.
950 Winter Street
Waltham, MA 02451
(Name and Address of Agent for Service of Process)
(781) 434-6000
(Telephone Number, Including Area Code, of Agent For Service)
--------------------
Copy to:
George W. Lloyd, Esq.
Kathy A. Fields, 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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<TABLE>
<CAPTION>
PROPOSED
MAXIMUM PROPOSED
OFFERING MAXIMUM
PRICE AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SHARE PRICE FEE (2)
---------------- ------------ -------- ---------- ------------
<S> <C> <C> <C> <C>
HARVARD TRANSLATIONS, INC.
1997 STOCK OPTION PLAN
Common Stock (par value $.01
per share)
5,829 $5.67(1) $33,050.43
78,699 $7.60(1) $598,112.40
20,403 $9.01(1) $183,831.03
IC GLOBAL SERVICES, INC.
1998 STOCK PLAN (AMENDED AND
RESTATED APRIL 6, 1999)
Common Stock (par value $.01
per share)
275,140 $1.72(1) $473,240.80
302,680 $4.92(1) $1,489,185.60
4,540 $17.58(1) $79,813.20
INTERNATIONAL LANGUAGE
ENGINEERING CORPORATION
AMENDED AND RESTATED 1997
STOCK OPTION PLAN
Common Stock (par value $.01
per share)
43,343 $1.09(1) $47,243.87
15,307 $1.31(1) $20,052.17
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TOTAL: 745,941 $2,924,529.50 $772.08
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</TABLE>
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(1) All such shares are issuable upon exercise of outstanding options with fixed
exercise prices. Pursuant to Rule 457(h)(1) under the Securities Act of
1933, as amended, the aggregate offering price and the fee have been
computed upon the basis of the price at which the options may be exercised.
The offering price per share set forth for such shares is the exercise price
per share at which such options are exercisable.
(2) Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
amended.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in this Item 1 will be
sent or given to employees, as specified by Rule 428(b)(1). In accordance with
the rules and regulations of the Securities and Exchange Commission (the
"Commission") and the instructions to Form S-8, such documents are not being
filed with the Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424.
Item 2. Registrant Information and Employee Plan Annual Information.
The documents containing the information specified in this Item 2 will be
sent or given to employees as specified by Rule 428(b). In accordance with the
rules and regulations of the Commission and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated by reference in this Registration Statement:
(a) Registrant's Annual Report on Form 10-K, for the year ended December 31,
1999, filed with the Commission pursuant to the Exchange Act on March 7,
2000.
(b) Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31,
2000, filed with the Commission on May 12, 2000.
(c) Registrant's Current Report on Form 8-K filed on June 1, 2000 pursuant to
the Exchange Act.
(d) The section entitled "Description of Registrant's Securities to be
Registered" contained in the Registrant's Registration Statement on Form
8-A filed on August 4, 1999 pursuant to Section 12(g) of the Exchange Act,
and incorporating by reference the information contained in the
Registrant's Registration Statement on Form S-1 (File No. 333-81233).
All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part thereof from the date of filing of such documents.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Delaware General Corporation Law and the Registrant's Second Amended
and Restated Certificate of Incorporation and Amended and Restated By-laws
provide for indemnification of the Registrant's directors and officers for
liabilities and expenses that they may incur in such capacities. In general,
directors and officers are indemnified with respect to actions taken in good
faith in a manner reasonably believed to be in, or not opposed to, the best
interests of the Registrant, and with respect to any criminal action or
proceeding, actions that the indemnitee had no reasonable cause to believe were
unlawful. Reference is made to the Registrant's Second Amended and Restated
Certificate of Incorporation and Amended and Restated By-laws filed as Exhibits
3.2 and 3.4, respectively, to the Registrant's Registration Statement on Form
S-1 (File No. 333-81233) and incorporated herein by reference.
The underwriting agreement, dated August 20, 1999, by and between the
Registrant and the underwriters listed therein provides that the underwriters
are obligated, under certain circumstances, to indemnify directors, officers and
controlling persons of the Registrant against certain liabilities, including
liabilities under the Securities Act of 1933. Reference is made to the form of
underwriting agreement filed as Exhibit 1.1 to the Registrant's Registration
Statement on Form S-1 (File No. 333-81233) and incorporated herein by reference.
The Registrant has in effect a directors' and officers' liability
insurance policy.
Item 7. Exemption From Registration Claimed.
Not applicable.
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Item 8. Exhibits.
Exhibit No. Description of Exhibit
----------- ----------------------
4.1 Specimen Certificate for shares of the Registrant's Common
Stock (filed as Exhibit 4.3 to the Registrant's Registration
Statement on Form S-1 (File No. 333-81233) and incorporated
herein by reference).
4.2 Second Amended and Restated Certificate of Incorporation (filed as
Exhibit 3.2 to the Registrant's Registration Statement on Form S-1
(File No. 333-81233) and incorporated
herein by reference).
4.3 Amended and Restated By-laws of the Registrant (filed as Exhibit
3.4 to the Registrant's Registration Statement on Form S-1 (File
No. 333-81233) and incorporated herein by
reference).
4.4 Harvard Translations, Inc. 1997 Stock Option Plan.
4.5 IC Global Services, Inc. 1998 Stock Plan (Amended and
Restated April 6, 1999).
4.6 International Language Engineering Corporation Amended and
Restated 1997 Stock Option Plan.
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.
23.1 Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney (included as part of the signature page of
this Registration Statement).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
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prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference herein shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Waltham in the Commonwealth of Massachusetts, on this
9th day of June, 2000.
LIONBRIDGE TECHNOLOGIES, INC.
By: /s/ Rory J. Cowan
---------------------------------------
Rory J. Cowan
Chief Executive Officer and Chairman of
the Board (Principal Executive Officer)
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Lionbridge Technologies,
Inc., hereby severally constitute and appoint Rory J. Cowan and Stephen J.
Lifshatz, and each of them singly, our true and lawful attorneys, with full
power to them and each of them singly, to sign for us in our names in the
capacities indicated below, any amendments to this Registration Statement on
Form S-8 (including post-effective amendments), and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, and generally to do all things in our names
and on our behalf in our capacities as officers and directors to enable
Lionbridge Technologies, Inc., to comply with the provisions of the Securities
Act of 1933, as amended, and all requirements of the Securities and Exchange
Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Rory J. Cowan Chief Executive Officer, Chairman June 9, 2000
----------------------------- of the Board (Principal Executive Officer)
Rory J. Cowan
/s/ Roger O. Jeanty President, Director June 9, 2000
-----------------------------
Roger O. Jeanty
/s/ Stephen J. Lifshatz Senior Vice President, Chief Financial Officer, June 9, 2000
----------------------------- Treasurer and Secretary (Principal Financial
Stephen J. Lifshatz and Accounting Officer)
/s/ Guy L. de Chazal Director June 9, 2000
-----------------------------
Guy L. de Chazal
Director
-----------------------------
Marcia J. Hooper
/s/ Paul Kavanagh Director June 7, 2000
-----------------------------
Paul Kavanagh
/s/ Claude P. Sheer Director June 7, 2000
-----------------------------
Claude P. Sheer
</TABLE>
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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4.1 Specimen Certificate for shares of the Registrant's Common Stock
(filed as Exhibit 4.3 to the Registrant's Registration Statement on
Form S-1 (File No. 333-81233) and incorporated herein by
reference).
4.2 Second Amended and Restated Certificate of Incorporation (filed as
Exhibit 3.2 to the Registrant's Registration Statement on Form S-1
(File No. 333-81233) and incorporated herein by reference).
4.3 Amended and Restated By-laws of the Registrant (filed as Exhibit
3.4 to the Registrant's Registration Statement on Form S-1 (File
No. 333-81233) and incorporated herein by reference).
4.4 Harvard Translations, Inc. 1997 Stock Option Plan.
4.5 IC Global Services, Inc. 1998 Stock Plan (Amended and Restated
April 6, 1999).
4.6 International Language Engineering Corporation Amended and Restated
1997 Stock Option Plan.
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.
23.1 Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit
5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney (included as part of the signature page of this
Registration Statement).
