FORM 4 OMB APPROVAL
OMB Number: 3235-0287
[ ] Check this box if no longer Expires: September 30, 1998
subject to Section 16. Form 4 or Estimated average burden
Form 5 obligations may hours per response... 0.5
continue.
See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of
1940
(Print or Type Responses)
1. Name and Address of Reporting Person*
de Chazal Guy L.
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(Last) (First) (Middle)
1221 Avenue of the Americas
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(Street)
New York NY 10020
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(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Lionbridge Technologies, Inc. (LIOX)
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3. IRS or Social Security
Number of Reporting
Person (Voluntary)
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4. Statement for
Month/Year
11/2000
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5. If Amendment
Date of Original
(Month/Year)
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6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
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Officer (give Other (specify
------ title below) ------ below)
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7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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Form filed by More than One Reporting Person
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<TABLE>
Table I -- Non-Derivative Securities Acquired, Disposed of
or Beneficially Owned
<CAPTION>
1. Title of Security (Instr. 3) 2. Trans- 3. Trans- 4. Securities Acquired (A) 5. Amount of 6. Owner- 7. Nature
action action or Disposed of (D) Securities ship of
Date Code (Instr. 3, 4 and 5) Beneficially Form: Indirect
(Instr. 8) Owned at Direct Bene-
End of Month (D) or ficial
(Month/ (Inst. 3 Indirect Owner-
Day/ (A or and 4) (I) ship
Year) Code V Amount (D) Price (Instr. 4) (Instr.4)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Common Stock 11/28/00 J(1) 49,415 A 0 49,415 D through
participation
Common Stock 3,119,340 I(2) by
partnerships
</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction
4(b)(v).
<TABLE>
<PAGE>
FORM 4 (continued)
Table II--Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
<CAPTION>
1. Title of Deriva- 2. Conver- 3. Trans- 4. Trans- 5. Number of 6. Date 7. Title and 8. Price 9. Number 10. Owner- 11. Nature
tive Security sion or action action Deriva- Exer- Amount of of de- ship of
(Instr. 3) Exer- Date Code tive cisable of Under- Deriv- rivative Form In-
cise (Month/ (Instr. Securi- and lying ative Secur- of De- direct
Price Day/ 8) ties Expira- Securi- Secur- ities rivative Benefi-
of Year) Acquired tion ties ity Bene- Secur- cial
Deri- (A) or Date (Instr. (instr- ficially ity: Owner-
vative Disposed (Month/ 3 and 5) Owned Direct(D) ship
Secur- of (D) Day/ 4) at End or In- (Instr.
ity (Instr. Year) of direct 4)
3, 4 and Month (I)
5) (Instr. (Instr.
4) 4)
Amount
or
Date Expir- Number
Exer- ration of
Code V (A) (D) cisable Date Title Shares
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
Explanation of Responses:
<TABLE>
<S> <C> <C>
1. The Reporting Person received 49,415 shares of Common Stock in a
distribution-in-kind from Morgan Stanley Venture Partners II, L.P., the general
partner (the "General Partner") of Morgan Stanley Venture Capital Fund II
Annex, L.P. and Morgan Stanley Venture Investors Annex, L.P. (collectively, the
"Funds"). The General Partner received the shares of Common Stock in
distributions-in-kind from the Funds. The distributions-in-kind occurred on
11/28/00. /s/ Debra Abramovitz 12/8/00
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2. The Reporting Person is a general partner of the General Partner. **Signature of Reporting Person Date
The Reporting Person disclaims any beneficial ownership of any of the Debra Abramovitz, Attorney-in
securities owned by the Funds except to the extent of any proportionate Fact for Guy L. de Chazal
pecuniary interest therein.
**Intentional misstatements or omissions of facts constitute
Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays Page 2
a currently valid OMB Number. SEC 1474 (7-96)
</TABLE>
<PAGE>
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Debra Abramovitz, the undersigned's true and lawful attorney-in-fact
to:
(1) execute for an on behalf of the undersigned, in the undersigned's
capacity as a director of Lionbridge Technologies, Inc. (the
"Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5 and timely file such form with the United States
Securities and Exchange Commission and stock exchange or similar
authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.
<PAGE>
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 7th day of December, 2000.
/s/ Guy L. de Chazal
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Signature
Guy L. de Chazal
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Print Name
2
