S-8 1 a2041068zs-8.txt FORM S-8 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- LIGHTBRIDGE, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 04-3065140 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 67 SOUTH BEDFORD STREET 01803 BURLINGTON, MA (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) LIGHTBRIDGE, INC. 1996 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN (FULL TITLE OF THE PLAN) -------------------- PAMELA D. A. REEVE President and Chief Executive Officer LIGHTBRIDGE, INC. 67 South Bedford Street Burlington, Massachusetts 01803 (NAME AND ADDRESS OF AGENT FOR SERVICE) (781) 359-4000 (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) -------------------- WITH COPIES TO: John D. Patterson, Jr., Esquire Alexander H. Pyle, Esquire Foley, Hoag & Eliot LLP One Post Office Square Boston, Massachusetts 02109 (617) 832-1000 -------------------- CALCULATION OF REGISTRATION FEE
================================================================================================================== AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION TITLE OF SECURITIES TO BE REGISTERED REGISTERED SHARE PRICE FEE ------------------------------------------------------------------------------------------------------------------ Common Stock, $0.01 par value 2,000,000(1) $12.25(2) $24,500,000 $6,125 ==================================================================================================================
(1) Represents additional shares of Common Stock issuable upon exercise of stock options to be granted from time to time pursuant to the Lightbridge, Inc. 1996 Incentive and Non-Qualified Stock Option Plan, as amended. (2) Calculated pursuant to Rule 457(c) and (h)(1) under the Securities Act of 1933 based on the average of the high and low sales price of the common stock as reported on the Nasdaq National Market on March 5, 2001. ================================================================================ This Registration Statement covers an additional 2,000,000 shares of Lightbridge's common stock issuable pursuant to Lightbridge, Inc.'s 1996 Incentive and Non-Qualified Stock Option Plan, as amended (the "Plan"). These shares are in addition to the 1,350,000 shares of common stock issuable under the Plan registered pursuant to the Registration Statement on Form S-8, File No. 333-43588, which Lightbridge filed with the Securities and Exchange Commission on August 11, 2000 and the 1,000,000 shares of common stock issuable under the Plan registered pursuant to the Registration Statement on Form S-8, File No. 333-23937, which Lightbridge filed with the Securities and Exchange Commission on March 25, 1997. The contents of both Lightbridge's Registration Statement on Form S-8, File No. 333-43588, and Lightbridge's Registration Statement on Form S-8, File No. 333-23937, are incorporated herein by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. EXHIBIT NO. DESCRIPTION ----------- ----------- 4.1(1) Amended and Restated Certificate of Incorporation of the Company 4.2(1) Amended and Restated By-Laws of the Company 4.3(2) Amendment to Amended and Restated By-Laws of the Company, adopted October 29, 1998 4.4(1) Specimen Certificate for Common Stock of the Company 4.5(3) Rights Agreement dated as of November 14, 1997, between Lightbridge, Inc. and American Stock Transfer and Trust Company, as Rights Agent 4.6(3) Form of Certificate of Designation of Series A Participating Cumulative Preferred Stock of Lightbridge, Inc. 4.7(3) Form of Right Certificate 5.1 Opinion of Foley, Hoag & Eliot LLP 23.1 Independent Auditors' Consent of Deloitte & Touche LLP 23.2 Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1) 24.1 Power of Attorney (contained on the signature page) 99.1 1996 Incentive and Non-Qualified Stock Option Plan, as amended -------------------- (1) Incorporated by reference from the Company's Registration Statement on Form S-1, as amended (File No. 333-6589). (2) Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998. (3) Incorporated by reference from the Company's Registration Statement on Form 8-A, as filed with the Securities and Exchange Commission on November 21, 1997. 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 Town of Burlington, Massachusetts, on this 9th day of March, 2001. LIGHTBRIDGE, INC. By: /s/ PAMELA D.A. REEVE ----------------------------------- Pamela D.A. Reeve Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Pamela D.A. Reeve as the undersigned's true and lawful attorney-in-fact and agent with full power of substitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing which she may deem necessary or advisable to be done in connection with this Registration Statement, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any substitute or substitutes for her, any or all of them, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE --------- ----- ----- /s/ PAMELA D.A. REEVE Chief Executive Officer and Director (Principal March 9, 2001 -------------------------------------- Executive Officer) Pamela D.A. Reeve /s/ HARLAN PLUMLEY Chief Financial Officer and Vice President, -------------------------------------- Finance and Administration (Principal Financial March 9, 2001 Harlan Plumley and Accounting Officer ) /s/ THOMAS C. MEYER President and Director March 9, 2001 -------------------------------------- Thomas C. Meyer /s/ TORRENCE C. HARDER Director March 9, 2001 -------------------------------------- Torrence C. Harder /s/ RACHELLE B. CHONG Director March 9, 2001 -------------------------------------- Rachelle B. Chong /s/ ANDREW G. MILLS Director March 9, 2001 -------------------------------------- Andrew G. Mills
EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ----------- 4.1(1) Amended and Restated Certificate of Incorporation of the Company 4.2(1) Amended and Restated By-Laws of the Company 4.3(2) Amendment to Amended and Restated By-Laws of the Company, adopted October 29, 1998 4.4(1) Specimen Certificate for Common Stock of the Company 4.5(3) Rights Agreement dated as of November 14, 1997, between Lightbridge, Inc. and American Stock Transfer and Trust Company, as Rights Agent 4.6(3) Form of Certificate of Designation of Series A Participating Cumulative Preferred Stock of Lightbridge, Inc. 4.7(3) Form of Right Certificate 5.1 Opinion of Foley, Hoag & Eliot LLP 23.1 Independent Auditors' Consent of Deloitte & Touche LLP 23.2 Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1) 24.1 Power of Attorney (contained on the signature page) 99.1 1996 Incentive and Non-Qualified Stock Option Plan, as amended -------------------- (1) Incorporated by reference from the Company's Registration Statement on Form S-1, as amended (File No. 333-6589). (2) Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998. (3) Incorporated by reference from the Company's Registration Statement on Form 8-A, as filed with the Securities and Exchange Commission on November 21, 1997.