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As filed with the Securities and Exchange Commission on November 13, 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)
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1998 Stock Plan
(Full title of the plan)
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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:
Margaret A. Shukur, Esq.
General Counsel
Lionbridge Technologies, Inc.
950 Winter Street
Waltham, Massachusetts 02451
(781) 434-6000
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PAGE 1
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED
MAXIMUM PROPOSED
OFFERING MAXIMUM
PRICE AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED (1) SHARE (1) PRICE (1) FEE
---------------- ------------ -------- ---------- ------------
<S> <C> <C> <C> <C>
Common Stock (par value $.01
per share) 3,000,000 $8.40625 $25,218,750 $6,657.75
--------- -----------
TOTAL: 3,000,000 $25,218,750 $6,657.75
========= =========== =========
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</TABLE>
(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee
based upon the average of the high and low prices per share as reported
on the Nasdaq National Market System on November 10, 2000
This registration statement registers additional securities of the same class as
other securities for which Registration Statement No. 333-91179 on Form S-8 as
filed with the Commission on November 18, 1999 is effective. Pursuant to General
Instruction E, the contents of such Registration Statement is hereby
incorporated by reference.
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 Reports on Form 10-Q for the quarters ended
March 31, 2000, June 30, 2000 and September 30, 2000, filed with the
Commission on May 12, 2000, August 11, 2000 and November 13, 2000,
respectively.
(c) Registrant's Current Report on Form 8-K filed on June 1, 2000 pursuant
to the Exchange Act.
(d) Registrant's Current Report on Form 8-K/A filed with the Commission on
July 31, 2000 pursuant to the Exchange Act.
(e) 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.
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 1998 Stock Plan filed as Exhibit 10.1 to the Registration Statement
on Form S-1 (File No. 333-81233) and incorporated herein by
reference.
5 Opinion of Counsel.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included as part of the signature page of this
Registration Statement).
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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
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 Los Angeles in the State of California, on this 26th
day of October, 2000.
LIONBRIDGE TECHNOLOGIES, INC.
By: /s/ Rory J. Cowan
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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>
Chief Executive Officer, Chairman of the Board
/s/ Rory J. Cowan Principal Executive Officer)
----------------------------
Rory J. Cowan
October 26, 2000
President, Director
/s/ Roger O. Jeanty
----------------------------
Roger O. Jeanty
October 26, 2000
Senior Vice President, Chief Financial
/s/ Stephen J. Lifshatz Officer, Treasurer and Secretary (Principal
---------------------------- Financial and Accounting Officer)
Stephen J. Lifshatz
October 26, 2000
Director
/s/ Guy L. de Chazal
----------------------------
Guy L. de Chazal
October 26, 2000
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Director
/s/ Marcia J. Hooper
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Marcia J. Hooper
October 26, 2000
Director
/s/ Paul Kavanagh
----------------------------
Paul Kavanagh
October 26, 2000
Director
/s/ Claude P. Sheer
----------------------------
Claude P. Sheer
October 26, 2000
</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 1998 Stock Plan (filed as Exhibit 10.1 to the Registration
Statement in Form S-1 (File No. 333-81233) and incorporated herein
by reference).
5 Opinion of Counsel.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included as part of the signature page of this
Registration Statement).
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