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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
LIONBRIDGE TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock
$0.01 par value
(Title of Class of Securities)
-----------------------
536252
(CUSIP Number)
Morgan Stanley Dean Witter & Co.
(Name of Persons Filing Statement)
Stephanie Holmes
Morgan Stanley Dean Witter & Co.
1585 Broadway
New York, New York 10036
Tel. No. 212-761-4000
with a copy to:
John A. Bick
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Tel. No.: 212-450-4350
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 25, 1999
(Date of Event which Requires Filing of this Statement)
-----------------------
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this statement because of Rule 13d-1(b)(3) or (4), check the
following: [ ]
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SCHEDULE 13D
CUSIP No. 536252 Page Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Morgan Stanley Dean Witter & Co.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON -0-
WITH
8 SHARED VOTING POWER
4,619,546
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
4,619,546
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,619,546 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.4% - See Item 5
14 TYPE OF REPORTING PERSON*
CO, IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 536252 Page Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Morgan Stanley Venture Capital II, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON -0-
WITH
8 SHARED VOTING POWER
4,619,546
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
4,619,546
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,619,546 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.4% - See Item 5
14 TYPE OF REPORTING PERSON*
CO, IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No.536252 Page Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Morgan Stanley Venture Partners II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON -0-
WITH
8 SHARED VOTING POWER
4,619,546
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
4,619,546
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,619,546 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.4% - See Item 5
14 TYPE OF REPORTING PERSON*
PN, IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 536252 Page Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Morgan Stanley Venture Capital Fund II Annex, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON -0-
WITH
8 SHARED VOTING POWER
4,063,852
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
4,063,852
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,063,852 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.7% - See Item 5
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 536252 Page Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Morgan Stanley Venture Investors Annex, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DE
NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON -0-
WITH
8 SHARED VOTING POWER
555,694
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
555,694
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
555,694 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7% - See Item 5
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the
common stock, $0.01 par value per share (the "Common Stock") of Lionbridge
Technologies, Inc., a Delaware corporation ("Lionbridge"). The principal
executive offices of Lionbridge are located at 950 Winter Street, Waltham, MA
02451.
As more fully described in Item 4 below, at the time of the initial
public offering, the Funds (as defined below) beneficially owned 4,000,002
shares of Common Stock of Lionbridge Common Stock upon the automatic conversion
of certain convertible preferred shares, and warrants to acquire 255,544 shares
of Common Stock that may be redeemed at any time for shares of Common Stock at
an exercise price of $0.015 per share (the "Warrants"), which Warrants are
expected to be exercised promptly following the initial public offering,
subject to compliance with applicable law. In addition, the Funds, in the
aggregate, purchased 364,000 shares of Common Stock in the initial public
offering, such that the Funds beneficially owned, in the aggregate and
including the Common Stock underlying the Warrants, 4,619,546 shares of Common
Stock subsequent to the closing of the initial public offering.
Item 2. Identity and Background.
This Schedule 13D is being filed jointly on behalf of the following
persons (collectively, the "Reporting Persons"): (1) Morgan Stanley Dean Witter
& Co., a Delaware corporation ("Morgan Stanley Dean Witter"), (2) Morgan
Stanley Venture Capital II, Inc., a Delaware corporation ("MSVC II Inc."), (3)
Morgan Stanley Venture Partners II, L.P., a Delaware limited partnership,
("MSVP II, L.P."), (4) Morgan Stanley Venture Capital Fund II Annex, L.P., a
Delaware limited partnership ("MSVCF IIA, L.P."), and (5) Morgan Stanley
Venture Investors Annex, L.P., a Delaware limited partnership ("MSVIA, L.P.,"
and, together with MSVCF IIA, L.P., the "Funds").
The general partner of each of the Funds is MSVP II, L.P. The managing
general partner of MSVP II, L.P. is MSVC II, Inc. a wholly owned subsidiary of
Morgan Stanley Dean Witter.
The address of the principal business and office of the Funds, MSVP II,
L.P. and MSVC II, Inc. is 1221 Avenue of the Americas, New York, New York
10020-0001. The address of the principal business and principal office of Morgan
Stanley Dean Witter is 1585 Broadway, New York, New York 10036.
During the past five (5) years, neither any of the Reporting Persons
nor, to the best knowledge of any of the Reporting Persons, any of the other
persons listed on Schedules A and B attached hereto, has been (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to United States federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The general and limited partners of the Funds contributed, in the
aggregate, $9,640,000 for 4,364,002 shares of Common Stock. The exercise price
with respect to the Warrants, either directly or through net issuance, is
$3,833.00. See also Item 4.
Item 4. Purpose of Transaction.
On December 23, 1996, Lionbridge issued and sold in a private placement
6,000,000 shares of its Series A convertible preferred stock to the Funds for an
aggregate of $6,000,000, which converted in part into cash and in part into
4,000,002 shares of Common Stock upon the closing of the initial public
offering. In March 1999, Lionbridge and Lionbridge Technologies Holdings, B.V.
borrowed an aggregate of $2,000,000 from the Funds under 12% senior
subordinated notes due March 9, 2006 and issued the Warrants to the Funds. In
connection with the initial public offering, the Funds are expected to
exercise the Warrants promptly following the initial public offering, subject
to compliance with applicable law. During the initial public offering, the
Funds also purchased an additional 364,000 shares of Common Stock at the
public offering price of $10.00 per share.
Page 7
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Subsequent to the closing of the initial public offering and after the
conversion of the Series A convertible preferred stock, the purchase of shares
in the initial public offering and assuming the exercise of the Warrants, the
Funds beneficially own an aggregate of 4,619,546 shares of Common Stock of
Lionbridge, which represents approximately 30.4% of the outstanding capital
stock of Lionbridge.
Registration Rights. Pursuant to a Second Restated Registration Rights
Agreement dated as of February 26, 1999 between, inter alia, Lionbridge and the
Funds (the "Registration Rights Agreement"), the Funds have certain rights with
respect to the registration by Lionbridge of their shares under the Securities
Act of 1933, as amended (the "Securities Act").
Under the Registration Rights Agreement, the Funds may require that
Lionbridge register shares beneficially owned by the Funds if Lionbridge
proposes to register any of its shares with the Securities and Exchange
Commission (the "Commission"). In addition, six months after the initial public
offering, the holders of at least 40% of the then-outstanding shares subject to
the Registration Rights Agreement are entitled to request that Lionbridge file a
registration statement under the Securities Act covering the sale of some or all
of the shares held by the requesting holder or holders. Upon the receipt of such
a request, Lionbridge is generally required to use its best efforts to effect a
registration. Lionbridge is not required to effect more than two demand
registrations for the Funds and each demand registration must cover the sale of
shares of common stock representing at least 20% of the shares subject to the
Registration Rights Agreement or any lesser percentage, so long as the
anticipated offering price for these shares exceeds $5,000,000.
Once Lionbridge has qualified to use Form S-3 to register securities
under the Securities Act, the Funds have the right to request that Lionbridge
file a registration statement on Form S-3 or any successor form for a public
offering of all or any portion of the Funds, shares, provided that the
reasonably anticipated aggregate price to the public of such offering would be
at least $1,000,000. Upon the receipt of such a request, Lionbridge is generally
required to use its best efforts to effect a registration.
In general, all expenses of such registrations, other than underwriting
discounts and selling commission, will be borne by Lionbridge.
Subject to market conditions and other factors, the Funds or other
affiliates of Morgan Stanley may acquire or dispose of shares of Lionbridge from
time to time in future open-market, privately negotiated or other transactions.
Item 5. Interest in Securities of the Issuer.
The Funds have acquired and, for purposes of Rule 13d-3 promulgated
under the Exchange Act, may be deemed to own beneficially, in the aggregate,
4,619,546 shares of Common Stock. The Common Stock held by the Funds, including
the Warrants exercisable for shares of Common Stock, represents approximately
30.4% of the voting stock of Lionbridge.
Each of Morgan Stanley, MSVC II, Inc. and MSVP II, L.P. may be deemed
to have shared voting and dispositive power with respect to the Common Stock
beneficially held by the Funds.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
See response to Item 4.
Except for the agreements described in the response to Item 4, to the
best knowledge of the Reporting Persons, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between the
Page 8
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persons enumerated in Item 2, and any other person, with respect to any
securities of Lionbridge, including, but not limited to, transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 1: Joint filing agreement among the Reporting Persons
Exhibit 2: Power of Attorney
Exhibit 3: Second Restated Registration Rights Agreement
Page 9
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: September 2, 1999
MORGAN STANLEY DEAN WITTER & CO.
By: /s/ Stephanie Holmes
-----------------------------
Name: Stephanie Holmes
Title: Authorized Signatory
Page 10
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After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: September 2, 1999
MORGAN STANLEY VENTURE CAPITAL II, INC.
By: /s/ Debra Abramovitz
-----------------------------------
Name: Debra Abramovitz
Title: Vice President
Page 11
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After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: September 2, 1999
MORGAN STANLEY VENTURE PARTNERS II, L.P.
By MORGAN STANLEY VENTURE CAPITAL II, INC.
its Managing General Partner
By: /s/ Debra Abramovitz
-----------------------------------
Name: Debra Abramovitz
Title: Vice President
Page 12
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After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: September 2, 1999
MORGAN STANLEY VENTURE CAPITAL FUND II
ANNEX, L.P.
By: Morgan Stanley Venture Partners II, L.P.
its General Partner
By: Morgan Stanley Venture Capital II, Inc.,
its Managing General Partner
By: /s/ Debra Abramovitz
------------------------------------------
Name: Debra Abramovitz
Title: Vice President
Page 13
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After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: September 2, 1999
MORGAN STANLEY VENTURE INVESTORS
ANNEX, L.P.
By: Morgan Stanley Venture Partners II, L.P.
its General Partner
By: Morgan Stanley Venture Capital II, Inc.,
its Managing General Partner
By: /s/ Debra Abramovitz
----------------------------------------
Name: Debra Abramovitz
Title: Vice President
Page 14
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SCHEDULE A
Executive Officers and Directors
of
Morgan Stanley Venture Capital II, Inc.
The names of the Directors and the names and titles of the Executive
Officers of Morgan Stanley Venture Capital II, Inc. ("MSVC II, Inc.") are set
forth below. The principal occupation for each of the persons listed below is
as an officer of Morgan Stanley & Co. Incorporated. If no address is given,
the Director's or Executive Officer's business address is that of Morgan Stanley
& Co. Incorporated at 1221 Avenue of the Americas, New York, New York 10020.
Unless otherwise indicated, each title set forth opposite an individual's name
refers to MSVC II, Inc. and each individual is a United States citizen.
Name, Business Address Executive Officer Title
---------------------- -----------------------
* Guy L. de Chazal Chairman
* Alan E. Goldberg Chief Executive Officer
Ghassan J. Beijani Vice President
Jeffrey J. Booth Vice President
* Scott S. Halsted Vice President
* William J. Harding Vice President
* Mian Fazle Husain** Vice President
* Robert J. Loarie Vice President
Gary M. Stein Vice President
Noah J. Walley Vice President
Kenneth F. Clifford Vice President
Chief Financial Officer
Debra Abramovitz Vice President
Treasurer
John B. Ehrenkranz Director
Dennis G. Sherva Director
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*Director
**Citizen of Pakistan
Page 15
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EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
as amended, each of the persons named below agrees to the joint filing of a
Statement on Schedule 13D (including amendments thereto) with respect to the
common stock, par value $0.01, of Lionbridge America, Inc., a Delaware
corporation and further agrees that this Joint Filing Agreement be included as
an exhibit to such filings provided that, as contemplated by Section
13d-1(f)(l)(ii), no person shall be responsible for the completeness or accuracy
of the information concerning the other persons making the filing, unless such
person knows or has reason to believe that such information is inaccurate. This
Joint Filing may be executed in any number of counterparts, all of which
together shall constitute one and the same instrument.
MORGAN STANLEY DEAN WITTER & CO. MORGAN STANLEY VENTURE PARTNERS III, L.P.
By: /s/ Stephanie Holmes By: Morgan Stanley Venture Capital II, Inc.,
----------------------- its Managing General Partner
Name: Stephanie Holmes
Title: Authorized Signatory
By /s/ Debra Abramovitz
-----------------------
Name: Debra Abramovitz
Title: Vice President
MORGAN STANLEY VENTURE CAPITAL II, MORGAN STANLEY VENTURE CAPITAL FUND II
INC., ANNEX, L.P.
By: Morgan Stanley Venture Partners II, L.P.
its General Partner
By: /s/ Debra Abramovitz
----------------------- By: Morgan Stanley Venture Capital II, Inc.,
Name: Debra Abramovitz its Managing General Partner
Title: Vice President
By: /s/ Debra Abramovitz
------------------------
Name: Debra Abramovitz
Title: Vice President
MORGAN STANLEY VENTURE INVESTORS
ANNEX, L.P.
By: Morgan Stanley Venture Partners II, L.P.
its General Partner
By Morgan Stanley Venture Capital II, Inc.,
its Managing General Partner
By: /s/ Debra Abramovitz
------------------------
Name: Debra Abramovitz
Title: Vice President
Page 16
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EXHIBIT 2
MORGAN STANLEY DEAN WITTER & CO.
SECRETARY'S CERTIFICATE
I, Charlene Herzer, a duly elected and acting Assistant Secretary of
Morgan Stanley Dean Witter & Co., a corporation organized and existing under
the laws of the State of Delaware (the "Corporation'), certify that, as
approved by the Board of Directors at a Meeting held on June 15, 1999,
Stephanie Holmes is authorized to sign any documents on behalf of the
Corporation which are to be filed with any government or regulatory agency in
connection with the Merchant Banking division.
IN WITNESS WHEREOF, I have hereunto set my name and affixed the seal of the
Corporation as of the 2nd day of September, 1999.
/s/ Charlene Herzer
----------------------
Charlene Herzer
[SEAL]
Page 17
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EXHIBIT 3
Second Restated Registration Rights Agreement
Agreement dated as of the 26th day of February, 1999 by and among
Lionbridge Technologies Holdings, Inc., a Delaware corporation (the "Company"),
each of the other parties listed on the signature pages hereto (the "Prior
Investors"), Capital Resource Lenders III, L.P. ("CRL") and Morgan Stanley
Venture Capital Fund II Annex, L.P. and Morgan Stanley Venture Investors Annex,
L.P. (collectively, "Morgan Stanley").
WHEREAS, Lionbridge Technologies, Inc. ("LTI"), the Company and the Prior
Investors entered into a Restated Registration Rights Agreement dated as of
February 9, 1998 (the "Prior Registration Rights Agreement") in connection with
the issuance of equity interests in the Company to the Prior Investors in
exchange for all of the shares of capital stock in LTI and Lionbridge
Technologies Holdings B.V. ("LTHBV") then held by such Prior Investors;
WHEREAS, The Company and CRL are entering into a First Amended and
Restated Senior Subordinated Note and Warrant Purchase Agreement, dated as of
February 26, 1999, (the "CRL Note and Warrant Purchase Agreement") pursuant to
which CRL will purchase from the Company a First Amended and Restated Senior
Subordinated Note and warrants to purchase up to 2,051,818 shares of Common
Stock (as defined below) of the Company; and
WHEREAS, LTHBV and CRL are entering into a Senior Subordinated Note
Purchase Agreement, dated as of February 26, 1999, (the "CRL/LTHBV Note
Purchase Agreement") pursuant to which CRL will purchase from LTHBV a Senior
Subordinated Note; and
WHEREAS, LTHI and Morgan Stanley will enter into a Senior Subordinated
Note and Warrant Purchase Agreement (the "Morgan Stanley Note and Warrant
Purchase Agreement") pursuant to which Morgan Stanley will purchase from LTHI a
Senior Subordinated Note and warrants to purchase shares of Common Stock (as
defined below) of LTHI; and
WHEREAS, Lionbridge Technologies Holdings B.V. ("LTHBV") and Morgan
Stanley are entering into a Senior Subordinated Note Purchase Agreement (the
"Morgan Stanley/LTHBV Note Purchase Agreement") pursuant to which Morgan
Stanley will purchase from LTHBV a Senior Subordinated Note; and
WHEREAS, LTI, the Company, and the Prior Investors desire to terminate the
Prior Registration Rights Agreement and enter into a Second Restated
Registration Rights Agreement with the Company, CRL and Morgan Stanley in order
to induce CRL and Morgan Stanley to enter into the CRL Note and Warrant
Purchase Agreement, the CRL/LTHBV Note Purchase Agreement, the Morgan Stanley
Note and Warrant Purchase Agreement and the Morgan Stanley/LTHBV Note Purchase
Agreement.
NOW, THEREFORE, in consideration of the premises and the agreements herein
contained, and intending to be bound hereby, the parties hereby agree as
follows:
<PAGE>
1. Definitions.
1.1 Certain Definitions. As used in this Agreement, the following terms
shall have the following respective meanings:
"Affiliate" means, with respect to any Prior Investor, CRL or Morgan
Stanley, any Person directly or indirectly controlling, controlled by, or under
common control with such Person.
"Commission" means the Securities and Exchange Commission, or any other
Federal agency at the time administering the Securities Act (as defined below).
"Common Stock" means the common stock, $.01 par value per share, of the
Company.
"Common Stockholders" means the holders of Common Stock issued and
outstanding on the date hereof and any persons or entities to whom the rights
granted under this Agreement are transferred by any Common Stockholders, their
successors or assigns pursuant to this Agreement.
"Company" means Lionbridge Technologies Holdings, Inc.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, or
any similar Federal statute, and the rules and regulations of the Commission
issued under such Act, as they each may, from time to time, be in effect.
"Person" means an individual, corporation, partnership, association, trust
or other entity or organization.
"Preferred Stockholders" means the Prior Investors and any persons or
entities to whom the rights granted under this Agreement are transferred by any
Prior Investors, their successors or assigns pursuant to Section 2 hereof.
"Registration Statement" means a registration statement filed by the
Company with the Commission for a public offering and sale of Common Stock
(other than a registration statement on Form S-8 or Form S-4, or their
successors, or any other form for a similar limited purpose, or any
registration statement covering only securities proposed to be issued in
exchange for securities or assets of another corporation).
"Registration Expenses" means the expenses described in Section 2.5.
"Registrable Common Shares" means the shares of Common Stock of the
Company issued and outstanding on the date hereof, any other shares of Common
Stock of the Company issued in respect of the Registrable Common Shares
(because of stock splits, stock
-2-
<PAGE>
dividends, reclassifications, recapitalizations, or similar events), and any
shares of Common Stock issued upon the exercise of stock options granted
pursuant to option agreements that expressly provide that the option recipient
shall be entitled to demand registration rights with respect to the shares of
Common Stock issuable upon exercise of such options.
"Registrable Shares" means (i) the shares of Common Stock issued or
issuable upon conversion of the shares of Series C Convertible Preferred Stock,
$.01 par value per share (the "Series C Preferred") into which the Series A
Preferred are then convertible, (ii) any other shares of Common Stock of the
Company issued in respect of the Series A Preferred (because of stock splits,
stock dividends, reclassifications, recapitalizations, or similar events), and
(iii) any shares of Common Stock issued or issuable upon exercise of the
Warrants. Wherever reference is made in this Agreement to a request or consent
of holders of a certain percentage of Registrable Shares, or to a number or
percentage of Registrable Shares held by a Stockholder (as defined below), such
reference shall include shares of Common Stock (a) issuable upon conversion of
the Series C Preferred issued; (b) issuable upon conversion of the Series A
Preferred; or (c) issuable upon exercise of the Warrants even though such
conversion or exercise has not yet been effected.
"Securities Act" means the Securities Act of 1933, as amended, or any
similar Federal statute, and the rules and regulations of the Commission issued
under such Act, as they each may, from time to time, be in effect.
"Series A Preferred" shall mean all shares of Series A Convertible
Preferred Stock, $.01 par value per share, of the Company.
"Stockholders" means the Common Stockholders, the Preferred Stockholders,
CRL and Morgan Stanley.
"Warrants" shall mean the Common Stock Purchase Warrants to purchase
Common Stock issued to CRL pursuant to the CRL Note and Warrant Purchase
Agreement and to be issued to Morgan Stanley pursuant to the Morgan Stanley
Note and Warrant Purchase Agreement.
2. Registration Rights.
2.1 Sale or Transfer of Shares; Legend.
(a) The Registrable Shares and the Registrable Common Shares shall not be
sold or transferred unless either (i) they first shall have been registered
under the Securities Act, or (ii) the Company first shall have been furnished
with an opinion of legal counsel, reasonably satisfactory to the Company, to
the effect that such sale or transfer is exempt from the registration
requirements of the Securities Act.
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<PAGE>
(b) Each certificate representing the Registrable Shares and the
Registrable Common Shares shall bear a legend substantially in the following
form:
"The shares represented by this certificate have not been registered under
the Securities Act of 1933, as amended (the "Act"), or applicable state
securities laws and may not be transferred or otherwise disposed of unless
and until such shares are registered under the Act and such laws or (1)
registration under applicable state securities laws is not required and
(2) an opinion of counsel satisfactory to the Company is furnished to the
Company to the effect that registration under the Act is not required."
The foregoing legend shall be removed from the certificates representing
any Registrable Shares and the Registrable Common Shares at the request of the
holder thereof at such time as they become registered under the Securities Act
or eligible for resale pursuant to Rule 144(k) under the Securities Act.
2.2 Required Registrations.
(a) If, at any time after the date two (2) years after the purchase of the
Series A Preferred (but in no event within six (6) months after the effective
date of any prior Company registration statement), within 90 days following
receipt by the Company of written notice from a Preferred Stockholder,
Preferred Stockholders, CRL, or Morgan Stanley holding (or intending to convert
Series A Preferred or Warrants into) not less than forty percent (40%) of the
then outstanding Registrable Shares, which written notice requests the Company
to register at least twenty percent (20%) of the shares of Common Stock issued
or issuable upon conversion of the Series C Preferred (issued or issuable upon
conversion of the Series A Preferred) or upon exercise of the Warrants, or any
lesser percentage, so long as the anticipated aggregate offering price for such
shares exceeds $5,000,000, the Company shall use its best efforts to effect the
registration of such Registrable Shares on Form S-1 or Form S-2 (or any
successor forms) or other appropriate Registration Statement designated by such
Preferred Stockholder, Preferred Stockholders, CRL or Morgan Stanley.
(b) At any time after the Company becomes eligible to file a Registration
Statement on Form S-3 (or any successor form relating to secondary offerings),
a Preferred Stockholder, Preferred Stockholders, CRL or Morgan Stanley may
request the Company, in writing, to effect the registration on Form S-3 (or
such successor form), of the Registrable Shares of such Preferred Stockholder,
Preferred Stockholders, CRL or Morgan Stanley having an aggregate offering
price of at least $1,000,000 (based on the then current public market price).
Thereupon, the Company shall, as expeditiously as possible, use its best
efforts to effect the registration on Form S-3, or such successor form, of all
Registrable Shares which the Company has been requested to register.
(c) The Preferred Stockholders, CRL and Morgan Stanley shall have the
right to require the Company to effect two demand registrations on Form S-1 or
Form S-2
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<PAGE>
and an unlimited number of registrations on Form S-3 (or any successor forms)
pursuant to this Section 2.2; however, a registration on Form S-1 or Form S-2
will not count for this purpose unless it becomes effective and holders are
able to sell at least 50% of the Registrable Shares sought to be included in
such registration. The Company shall not, however, register any additional
shares of stock of the Company at the same time as a demand registration
without the prior written consent of the holders of a majority of the
Registrable Shares to be included in the demand registration.
(d) If at the time of any request to register Registrable Shares pursuant
to this Section 2.2, the Company is engaged or has fixed plans to engage within
30 days of the time of the request in a registered public offering as to which
the Preferred Stockholders, CRL and Morgan Stanley may include Registrable
Shares pursuant to Section 2.3 or is engaged in any other activity which, in
the good faith determination of the Company's Board of Directors, would be
adversely affected by the requested registration to the material detriment of
the Company, then the Company may at its option direct that such request be
delayed for a period not in excess of six (6) months from the effective date of
such offering or the date of commencement of such other material activity, as
the case may be, such right to delay a request to be exercised by the Company
not more than once in any one-year period.
2.3 Incidental Registration.
(a) Whenever the Company proposes to file a Registration Statement, prior
to such filing it shall give written notice to all Stockholders of its
intention to do so, and upon the written request of a Stockholder or
Stockholders given within 30 days after the Company provides such notice (which
request shall state the intended method of disposition of such Registrable
Shares or Registrable Common Shares), the Company shall cause all Registrable
Shares and Registrable Common Shares which the Company has been requested to
register to be registered under the Securities Act to the extent necessary to
permit their sale or other disposition in accordance with the intended methods
of distribution specified in the request of such Stockholder(s).
(b) In connection with any offering under this Section 2.3 involving an
underwriting, the Company shall not be required to include any Registrable
Shares or Registrable Common Shares in such underwriting unless the holders
thereof accept the terms of the underwriting as agreed upon between the Company
and the underwriters selected by it, and then only in such quantity as will
not, in the opinion of the underwriters, jeopardize the success of the offering
by the Company. If in the opinion of the managing underwriter the registration
of all, or part of, the Registrable Shares and Registrable Common Shares which
the Stockholders have requested to be included would materially and adversely
affect such public offering, then the Company shall be required to include in
the underwriting only that number of Registrable Shares and Registrable Common
Shares, if any, which the managing underwriter believes may be sold without
causing such adverse effect. In the event of such a reduction in the number of
shares to be included in the underwriting, all Stockholders of Registrable
Shares and Registrable Common Shares who have requested registration shall
participate in the underwriting pro rata based upon
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<PAGE>
their total ownership of Registrable Shares and Registrable Common Shares (or
in any other proportion as agreed upon by such Stockholders) and if any such
Stockholders would thus be entitled to include more shares than such
Stockholders requested to be registered, the excess shall be allocated among
such other requesting holders pro rata based on their ownership of Registrable
Shares and Registrable Common Shares. No other securities requested to be
included in a registration for the account of anyone other than the Company or
the Stockholders shall be included in a registration unless all Registrable
Shares and Registrable Common Shares requested to be included in such
registration are also included.
(c) Holders of not less than fifty-one percent (51%) of the Registrable
Common Shares may waive the rights contained in this Section 2.3 on behalf of
all holders of Registrable Common Shares.
2.4 Registration Procedures. If and whenever the Company is required by
the provisions of this Agreement to use its best efforts to effect the
registration of any of the Registrable Shares and the Registrable Common Shares
under the Securities Act, the Company shall:
(a) file with the Commission a Registration Statement with respect to such
Registrable Shares and Registrable Common Shares and use its best efforts to
cause that Registration Statement to become and remain effective;
(b) as expeditiously as possible prepare and file with the Commission any
amendments and supplements to the Registration Statement and the prospectus
included in the Registration Statement as may be necessary to keep the
Registration Statement effective for a period of not less than 90 days from the
effective date;
(c) as expeditiously as possible furnish to each selling Stockholder such
reasonable numbers of copies of the prospectus, including the preliminary
prospectus, in conformity with the requirements of the Securities Act, and such
other documents as the selling Stockholder may reasonably request in order to
facilitate the public sale or other disposition of the Registrable Shares and
the Registrable Common Shares owned by the selling Stockholder; and
(d) as expeditiously as possible use its best efforts to register or
qualify the Registrable Shares and the Registrable Common Shares covered by the
Registration Statement under the securities or Blue Sky laws of such states as
the selling Stockholder shall reasonably request, and do any and all other acts
and things that may be necessary or desirable to enable the selling Stockholder
to consummate the public sale or other disposition of the Registrable Shares
and the Registrable Common Shares owned by the selling Stockholder in such
jurisdictions; provided, however, that the Company shall not be required in
connection with this paragraph (d) to qualify as a foreign corporation in any
jurisdiction.
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<PAGE>
If the Company has delivered preliminary or final prospectuses to selling
Stockholders and after having done so the prospectus has been or is required to
be amended to comply with the requirements of the Securities Act, or the
Commission has issued a stop order or other suspension of effectiveness of a
registration statement, the Company shall promptly notify the selling
Stockholders and, if requested, the selling Stockholders shall immediately
cease making offers of Registrable Shares and Registrable Common Shares and
shall return all prospectuses to the Company. The Company shall promptly
provide the selling Stockholders with revised prospectuses and, following
receipt of the revised prospectuses, the selling Stockholder shall be free to
resume making offers of the Registrable Shares and the Registrable Common
Shares.
2.5 Allocation of Expenses. The Company shall pay the Registration
Expenses for (i) the demand registration on Form S-1 or Form S-2 (or any
successor forms) and (ii) all demand registrations on Form S-3. If a
registration on a Registration Statement other than Form S-3 (or any successor
form) requested by the Stockholders pursuant to paragraph (a) of Section 2.2 is
withdrawn at the request of the Stockholders requesting it (other than as a
result of information concerning the business or financial condition of the
Company that is made known to the Stockholders after the date on which such
registration was requested) and if the requesting Stockholders holding a
majority of the Registrable Shares and the Registrable Common Shares requested
to be included in such registration elect not to have such registration counted
as a registration requested under paragraph (a) of Section 2.2, the requesting
Stockholders shall pay the Registration Expenses of such registration pro rata
in accordance with the number of their Registrable Shares and Registrable
Common Shares included in such registration. For purposes of this Section, the
term "Registration Expenses" shall mean all expenses incurred by the Company in
complying with this Section 2, including, without limitation, all registration
and filing fees, exchange listing fees, printing expenses, fees and
disbursements of counsel for the Company and one counsel for the selling
Stockholders, out-of-pocket expenses of the Company and the underwriters, state
Blue Sky fees and expenses, and the expense of any special audits incident to
or required by any such registration, but excluding underwriting discounts and
selling commissions and fees of more than one counsel for the selling
Stockholders. Such underwriting discounts and selling commissions shall be
borne pro rata by the selling Stockholders in accordance with the number of
their Registrable Shares and Registrable Common Shares included in such
registration.
2.6 Indemnification. In the event of any registration of any of the
Registrable Shares and the Registrable Common Shares under the Securities Act
pursuant to this Agreement, then to the extent permitted by law the Company
shall indemnify and hold harmless the seller of such Registrable Shares and
Registrable Common Shares, each underwriter of such Registrable Shares and
Registrable Common Shares and each other person, if any, who controls such
seller or underwriter within the meaning of the Securities Act or the Exchange
Act against any losses, claims, damages or liabilities, joint or several, to
which such seller, underwriter or controlling person may become subject under
the Securities Act, the Exchange Act, state securities laws or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in any Registration Statement under
which such Registrable Shares and
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<PAGE>
Registrable Common Shares were registered under the Securities Act, any
preliminary prospectus or final prospectus contained in the Registration
Statement, or any amendment or supplement to such Registration Statement, or
arise out of or are based upon the omission or alleged omission to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading; and the Company shall reimburse each such seller,
underwriter and controlling person for reasonable legal or any other expenses
incurred by such seller, underwriter or controlling person in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company shall not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon any untrue statement or omission made in such Registration Statement,
preliminary prospectus or final prospectus, or any such amendment or
supplement, in reliance upon and in conformity with information furnished to
the Company, in writing, by or on behalf of such seller, underwriter or
controlling person specifically for use in the preparation thereof.
In the event of any registration of any of the Registrable Shares and the
Registrable Common Shares under the Securities Act pursuant to this Agreement,
then to the extent permitted by law, each seller of Registrable Shares and
Registrable Common Shares, severally and not jointly, shall indemnify and hold
harmless the Company, each of its directors and officers and each underwriter
(if any) and each person, if any, who controls the Company or any such
underwriter within the meaning of the Securities Act or the Exchange Act,
against any losses, claims, damages or liabilities, joint or several, to which
the Company, such directors and officers, underwriter or controlling person may
become subject under the Securities Act, Exchange Act, state securities laws or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement under which such Registrable Shares and Registrable Common Shares
were registered under the Securities Act, any preliminary prospectus or final
prospectus contained in the Registration Statement, or any amendment or
supplement to the Registration Statement, or arise out of or are based upon any
omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, if the
statement or omission was made solely in reliance upon and in conformity with
information furnished in writing to the Company by or on behalf of such seller,
specifically for use in connection with the preparation of such Registration
Statement, prospectus, amendment or supplement; and such seller shall reimburse
the Company for reasonable legal or other expenses incurred by the Company in
connection with investigating or defending any such loss, claim, damage,
liability or action.
An underwriter shall not be entitled to indemnification pursuant to this
subsection in the event that it fails to deliver to any selling Stockholder any
preliminary or final or revised prospectus, as required by the rules and
regulations of the Commission. Finally, no indemnification shall be provided
pursuant to this subsection in the event that any error in a preliminary
prospectus of the Company is subsequently corrected in the final prospectus of
the Company for a particular offering, and such final prospectus is delivered
to all purchasers in the offering prior to the date of purchase of the
securities.
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<PAGE>
Each party entitled to indemnification under this Section 2.6 (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified
Party has actual knowledge of any claim as to which indemnity may be sought,
and shall permit the Indemnifying Party to assume the defense of any such claim
or any litigation resulting therefrom; provided, that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or litigation,
shall be approved by the Indemnified Party (whose approval shall not be
unreasonably withheld); and, provided, further, that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 2.6. The Indemnified
Party may participate in such defense at such party's expense; provided,
however, that the Indemnifying Party shall pay such expense if representation
of such Indemnified Party by the counsel retained by the Indemnifying Party
would be inappropriate due to actual or potential differing interests between
the Indemnified Party and any other party represented by such counsel in such
proceeding. No Indemnifying Party, in the defense of any such claim or
litigation shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement that does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect of such claim or
litigation, and no Indemnified Party shall consent to entry of any judgment or
settle such claim or litigation without the prior written consent of the
Indemnifying Party.
2.7 Indemnification with Respect to Underwritten Offerings. In the event
that Registrable Shares and Registrable Common Shares are sold pursuant to a
Registration Statement in an underwritten offering, the Company and the
Stockholders whose shares are being registered agree to enter into an
underwriting agreement containing customary representations and warranties with
respect to the business and operations of an issuer of the securities being
registered and customary covenants and agreements to be performed by such
issuer, including without limitation customary provisions with respect to
indemnification by the Company and such Stockholders of the underwriters of
such offering.
2.8 Information by Holder. Each holder of Registrable Shares and
Registrable Common Shares included in any registration shall furnish to the
Company such information regarding such holder and the distribution proposed by
such holder as the Company may request in writing and as shall be required in
connection with any registration, qualification or compliance referred to in
this Section 2.
2.9 Rule 144 Requirements. With a view to making available to the
Stockholders the benefits of Rule 144 promulgated under the Securities Act and
any other rule or regulation of the Commission that may at any time permit a
Stockholder to sell securities of the Company to the public without
registration, the Company agrees to use its best efforts to:
(a) make and keep public information available, as those terms are
understood and defined in Rule 144 under the Securities Act (at any time after
it has become subject to the reporting requirements of the Exchange Act);
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<PAGE>
(b) file with the Commission in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act
(at any time after it has become subject to such reporting requirements); and
(c) furnish to any holder of Registrable Shares and Registrable Common
Shares upon request a written statement by the Company as to its compliance
with the reporting requirements of said Rule 144 (at any time after 90 days
after the closing of the first sale of securities by the Company pursuant to a
Registration Statement), and of the Securities Act and the Exchange Act (at any
time after it has become subject to such reporting requirements), a copy of the
most recent annual or quarterly report of the Company, and such other reports
and documents of the Company as such holder may reasonably request to avail
itself of any similar rule or regulation of the Commission allowing it to sell
any such securities without registration.
2.10 Selection of Underwriter. In the case of any registration effected
pursuant to Section 2.2, the Company shall have the right to designate the
managing underwriter, subject to the approval of the requesting Stockholders,
which approval shall not be unreasonably withheld or delayed.
2.11 Restrictions on Other Agreements. The Company will not enter into any
agreement with any party which by its terms grants any right superior to those
of the Prior Investors, CRL and Morgan Stanley, relating to the registration of
the Company's Common Stock without the consent of the holders of not less than
fifty-one percent (51%) of the Registrable Shares then outstanding.
2.12 Termination. The provisions of this Section 2 shall terminate on the
earlier to occur of (i) the fifth (5th) anniversary of the date of the
Company's Initial Public Offering; (ii) such time as a Prior Investor, CRL or
Morgan Stanley remains an "affiliate" of the Company pursuant to Rule 144 and
can sell all of his remaining Registrable Shares under Rule 144 within any
three (3) month period; or (iii) such time as a Prior Investor, CRL or Morgan
Stanley ceases to be an affiliate of the Company pursuant to Rule 144 and all
of the Prior Investor's, CRL's or Morgan Stanley's Registrable Shares may be
sold pursuant to Rule 144(k).
2.13 "Stand-Off" Agreement. Each Stockholder, if requested by the Company
and the managing underwriter of an offering by the Company of Common Stock or
other securities of the Company pursuant to a Registration Statement, shall
agree not to sell publicly or otherwise transfer or dispose of any Registrable
Shares, Registrable Common Shares or other securities of the Company held by
such Stockholder for a specified period of time (not to exceed 180 days)
following the effective date of such Registration Statement; provided, that:
(a) such agreement shall only apply to the first Registration Statement
covering Common Stock to be sold on its behalf to the public in an underwritten
offering; and
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<PAGE>
(b) all Stockholders holding not less than the number of shares of Common
Stock held by such Stockholder (including shares of Common Stock issuable upon
the conversion of Shares, or other convertible securities, or upon the exercise
of options, warrants (including the Warrants) or rights) and all officers and
directors of the Company enter into similar agreements.
3. Transfers of Certain Rights.
3.1 Permitted Transfer. Subject to the provisions of Section 2.1 of this
Agreement and the rights granted to each Stockholder pursuant to this Agreement
may be transferred by such Stockholder to any person or entity who (i) acquires
at least 20% of the Registrable Shares and Registrable Common Shares held by
such Stockholder and (ii) holds, as a result of such acquisition, at least 10%
of the outstanding Registrable Shares and Registrable Common Shares; provided,
however, that the Company is given written notice by the transferee at the time
of such transfer stating the name and address of the transferee and identifying
the securities with respect to which such rights are being assigned; and
provided further, that no such transferee may further transfer such rights to
any person or entity unless such person or entity is acquiring 100% of the
aggregate number of Registrable Shares and Registrable Common Shares purchased
or otherwise acquired by such transferee at the time such transferee obtained
such rights from such Stockholder. In the event of a transfer of the rights by
a Stockholder, such Stockholder shall continue to be entitled to such rights
with respect to the Registrable Shares and Registrable Common Shares still held
by such Stockholder, but shall not be entitled to transfer such rights to any
person or entity unless such person or entity is acquiring 100% of the
aggregate number of Registrable Shares and Registrable Common Shares then held
by such Stockholder.
3.2 Transferees. Any transferee (other than a Stockholder who is a party
to this Agreement) to whom rights hereunder are transferred shall, as a
condition to such transfer, deliver to the Company a written instrument by
which such transferee agrees to be bound by the obligations imposed upon
holders of Registrable Shares and Registrable Common Shares under this
Agreement to the same extent as if such transferee were a party hereto.
3.3 Affiliates. Notwithstanding anything to the contrary herein, any
Stockholder may transfer rights granted to it hereunder to any Affiliate of
such Stockholder to whom Registrable Shares and Registrable Common Shares are
transferred and who delivers to the Company a written instrument in accordance
with Section 3.2 above and containing the representation that the transfer is
exempt from registration under the Securities Act. In the event of such
transfer, such Affiliate shall be deemed a Stockholder and may only again
transfer such rights to any other person or entity if such person or entity is
acquiring 100% of the aggregate number of Registrable Shares and Registrable
Common Shares purchased or otherwise acquired by such Affiliate at the time
such Affiliate obtained such rights from the Stockholder in accordance with,
and subject to, the provisions of this Section 3.
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<PAGE>
4. General.
4.1 Notices. All notices, requests, consents and other communications
under this Agreement shall be in writing and shall be delivered by hand, by
telecopier, by overnight mail or mailed by first class certified or registered
mail, return receipt requested, postage prepaid:
If to the Company:
Rory J. Cowan
President & Chief Executive Officer
950 Winter Street, Suite 4300
Waltham, Massachusetts 02154
(or at such other address as may have been furnished in writing to the Prior
Investors, CRL and Morgan Stanley by the Company)
with a copy to:
George W. Lloyd, Esq.
Testa, Hurwitz & Thibeault, LLP
High Street Tower
125 High Street
Boston, Massachusetts 02110
If to a Prior Investor, CRL or Morgan Stanley, at its address set forth
beneath its signature to this Agreement (or at such other address as may have
been furnished in writing to the Company by such Purchaser).
Notices provided in accordance with this Section 4 shall be deemed
delivered upon personal delivery, receipt by telecopy or overnight mail, or 48
hours after deposit in the mail in accordance with the above.
4.2 Entire Agreement. This Agreement embodies the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings relating to such
subject matter.
4.3 Amendments and Waivers. Except as otherwise expressly set forth in
this Agreement, any term of this Agreement may be amended and the observance of
any term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively), with the written consent
of the Company and the holders of not less than fifty-one percent (51%) of the
Registrable Shares and the Registrable Common Shares; provided that this
Agreement may be amended or modified with the consent of the holders of less
than all of the shares of Series A Preferred and Series C Preferred and
Warrants only in a manner which affects
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<PAGE>
all shares of the Series A Preferred and Series C Preferred and Warrants in the
same manner. No waivers of or exceptions to any term, condition or provision of
this Agreement in any one or more instances shall be deemed to be, or construed
as, a further or continuing waiver of any such term, condition or provision.
4.4 Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
4.5 Captions. The captions of the sections, subsections and paragraphs of
this Agreement have been added for convenience only and shall not be deemed to
be a part of this Agreement.
4.6 Severability. Each provision of this Agreement shall be interpreted in
such manner as to validate and give effect thereto to the fullest lawful
extent, but if any provision of this Agreement is determined by a court of
competent jurisdiction to be invalid or unenforceable under applicable law,
such provision shall be ineffective only to the extent so determined and such
invalidity or unenforceability shall not affect the remainder of such provision
or the remaining provisions of this Agreement.
4.7 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.
5. Termination of Prior Registration Rights Agreement. By their execution
of this Agreement, LTI and the Prior Investors who were parties to the Prior
Registration Rights Agreement hereby terminate the Prior Registration Rights
Agreement and the Company and the Prior Investors who were parties to the Prior
Registration Rights Agreement hereby enter into this Restated Registration
Rights Agreement.
6. Subsequent Morgan Stanley Purchase. The Company and Morgan Stanley will
subsequently enter into the Morgan Stanley Note and Warrant Purchase Agreement
and LTHBV and Morgan Stanley will subsequently enter into the Morgan
Stanley/LTHBV Note Purchase Agreement at such location, date and time as may be
agreed upon by Morgan Stanley, the Company (the "Morgan Stanley Closing"). At
the Morgan Stanley Closing, Morgan Stanley shall execute a counterpart of this
Agreement countersigned by the Company and shall become entitled to the rights
and benefits conferred hereby and shall be bound by the terms hereof as Warrant
holder (in addition to being a holder of Preferred Stock). Each original
signatory acknowledges and agrees that Morgan Stanley may become a party to
this Agreement as a Warrant holder pursuant to this Section 6.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Second Restated
Registration Rights Agreement to be executed by their respective officers or
representatives thereunto duly authorized, as of the date first above written.
LIONBRIDGE TECHNOLOGIES HOLDINGS, INC.
By:
--------------------------------------
Title:
CAPITAL RESOURCE LENDERS III, L.P.
By: Capital Resource Partners III, L.C.,
its General Partner
By:
-----------------------------------
Member
<PAGE>
PRIOR INVESTORS:
GLOBAL PRIVATE EQUITY II LIMITED PARTNERSHIP
By: Advent International Limited Partnership,
General Partner
By: Advent International Corporation,
General Partner
By:
-----------------------------------
GLOBAL PRIVATE EQUITY II LIMITED - EUROPE
LIMITED PARTNERSHIP
By: Advent International Limited Partnership,
General Partner
By: Advent International Corporation,
General Partner
By:
-----------------------------------
GLOBAL PRIVATE EQUITY II - PGGM LIMITED
PARTNERSHIP
By: Advent International Limited Partnership,
General Partner
By: Advent International Corporation,
General Partner
By:
-------------------------------------
<PAGE>
ADVENT EURO-ITALIAN DIRECT INVESTMENT
PROGRAM LIMITED PARTNERSHIP
By: Advent International Limited Partnership,
General Partner
By: Advent International Corporation,
General Partner
By:
-------------------------------------
ADVENT PARTNERS LIMITED PARTNERSHIP
By: Advent International Limited Partnership,
General Partner
By:
-----------------------------------------
MORGAN STANLEY VENTURE CAPITAL
FUND II ANNEX, L.P.
By: Morgan Stanley Venture Partners II, L.P.,
its General Partner
By: Morgan Stanley Venture Capital II, Inc.,
Managing General Partner
By:
-------------------------------------
Name:
Title:
c/o Morgan Stanley Venture
Partners II, L.P.
1221 Avenue of the Americas
New York, NY 10020
<PAGE>
MORGAN STANLEY VENTURE INVESTORS ANNEX, L.P.
By: Morgan Stanley Venture Partners II, L.P.,
its General Partner
By: Morgan Stanley Venture Capital II, Inc.,
Managing General Partner
By:
-------------------------------------
Name:
Title:
c/o Morgan Stanley Venture
Partners II, L.P.
1221 Avenue of the Americas
New York, NY 10020
------------------------------------------------
Rory J. Cowan
281 Fairhaven Road
Concord, MA 01742
------------------------------------------------
Milton Bordwin
87 Hillside Road
Newton, MA 02161
------------------------------------------------
Marilyn Brady
105 Lexington Road
Concord, MA 01742
------------------------------------------------
Barton L. Faber
4339 East Rose Lane
Paradise Valley, AZ 85238
------------------------------------------------
Jeffrey M. Fitzgerald
37 Wedgewood Drive
Hopkinton, MA 01748
<PAGE>
FRANKENBERG FAMILY TRUST,
ROBERT J. FRANKENBERG TTE,
LINDA L. FRANKENBERG, TTE
------------------------------------------------
c/o Robert J. Frankenberg
701 East Sunburst Lane
Alpine, UT 84004
FLEET BANK, TRUSTEE FOR THE TH&T, LLP,
DEFERRED EARNINGS TRUST, F/B/O
GEORGE W. LLOYD
------------------------------------------------
c/o George W. Lloyd
Testa, Hurwitz & Thibeault, LLP
High Street Tower
125 High Street
Boston, MA 02110
------------------------------------------------
Stephen C. Morris
40 Coolidge Road
Concord, MA 01742
------------------------------------------------
IEA Private Investments Ltd
c/o China Access Ltd.
Attn: Mr. Mark Pu
25th Floor Penthouse
Prince's Building, Central
Hong Kong, China
------------------------------------------------
Charles M. Sincerbeaux
15 Perry Lane
Weston, MA 02193
<PAGE>
------------------------------------------------
Paul Kavanagh
c/o Archachon
Strathmore Road
Killiney, Co. Dublin
Ireland
------------------------------------------------
Kenneth Coleman
133 Shaw Road
Chestnut Hill, MA 02167
COWAN MANCHESTER TRUST DATED
9/22/94
By:
---------------------------------------------
Milton Bordwin, Trustee
COWAN STREAM TRUST DATED
4/21/95
By:
---------------------------------------------
Milton Bordwin, Trustee
AS TO SECTION 5 ONLY OF THIS
AGREEMENT:
LIONBRIDGE TECHNOLOGIES, INC.
By:
------------------------------------
Title:
<PAGE>
SECOND RESTATED
REGISTRATION RIGHTS AGREEMENT
MORGAN STANLEY SIGNATURE PAGE
The undersigned hereby executes the Second Restated Registration Rights
Agreement (the "Agreement") by and among Lionbridge Technologies Holdings, Inc.
(the "Company") and certain other parties which executed the same, and hereby
agrees to all of the provisions of the Agreement and hereby authorizes this
signature page to be attached, together with signature pages of the original
signatories, to a counterpart of the Agreement.
MORGAN STANLEY VENTURE CAPITAL
FUND II ANNEX, L.P.
By: Morgan Stanley Venture Partners II, L.P.
its General Partner
By: Morgan Stanley Venture Capital II,
Inc., Managing General Partner
By:
-----------------------------------
Name:
Title:
c/o Morgan Stanley Venture
Partners II, L.P.
1221 Avenue of the Americas
New York, NY 10020
MORGAN STANLEY VENTURE INVESTORS
ANNEX, L.P.
By: Morgan Stanley Venture Partners II, L.P.,
its General Partner
By: Morgan Stanley Venture Capital II,
Inc. Managing General Partner
By:
-----------------------------------
Name:
Title:
c/o Morgan Stanley Venture
Partners II, L.P.
1221 Avenue of the Americas
New York, NY 10020
<PAGE>
ACCEPTED AND AGREED:
LIONBRIDGE TECHNOLOGIES
HOLDINGS, INC.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
<PAGE>
SECOND RESTATED REGISTRATION RIGHTS AGREEMENT
CRP INVESTMENT PARTNERS III, LLC
WHEREAS, pursuant to that certain Participation Agreement (the
"Participation Agreement") dated as of February 27, 1999, by and between
Capital Resource Lenders III, L.P. ("CRL") and CRP Investment Partners III, LLC
("CRIP"), CRL has (i) sold to CRIP a participation interest in the obligations
of Lionbridge Technologies Holdings, Inc. (the "Company") to CRL under the
First Amended and Restated Senior Subordinated Note Purchase Agreement, dated
as of February 26, 1999, between CRL and the Company and (ii) assigned to CRIP
the right to purchase 5,271 shares (the "Warrants") of common stock of the
Company pursuant to Section 14 of that certain Common Stock Purchase Warrant
purchased by CRL from the Company on February 26, 1999;
WHEREAS, CRL, the Company, and various other third parties entered into a
Second Restated Registration Rights Agreement (the "Registration Rights
Agreement"), dated as of February 26, 1999, pursuant to which CRL obtained
certain rights and assumed certain obligations with regard to the Warrants;
WHEREAS, pursuant to Section 3.3 of the Registration Rights Agreement,
CRIP hereby represents that the transfer of the Warrants is exempt from
registration or any other filing under the Securities Act of 1933, as amended;
WHEREAS, CRIP is an Affiliate (as defined in the Registration Rights
Agreement) of CRL, and therefore the transfer to CRIP of the Warrants is a
permitted transfer pursuant to Section 3.3 of the Registration Rights
Agreement;
NOW, THEREFORE, the undersigned hereby (i) executes the Registration
Rights Agreement, (ii) agrees to be bound by all of the terms and conditions of
the Registration Rights Agreement, (iii) agrees to be included in the
definition of "Stockholders" (as such term is defined in the Registration
Rights Agreement) for all purposes of the Registration Rights Agreement, (iv)
agrees that the Warrants shall be included in the definition of "Warrants" in
the Registration Rights Agreement; and (v) hereby authorizes this signature
page to be attached, together with signature pages of the original signatories,
to a counterpart of the Registration Rights Agreement.
CRP INVESTMENT PARTNERS III, LLC
By:
-----------------------------------
Member
ACCEPTED AND AGREED:
LIONBRIDGE TECHNOLOGIES
HOLDINGS, INC.
By:
---------------------------------
Stephen J. Lifshatz
Treasurer
