-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ib0wYRFZNpTB1vboqR4qhEf+PYmEAFw+UqYiccAvtdMXDcZUMi9eSdNs0Q75Ydce x5lWkKr0x2GAcuuoAcHWmA== 0000927016-97-002673.txt : 19971016 0000927016-97-002673.hdr.sgml : 19971016 ACCESSION NUMBER: 0000927016-97-002673 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971009 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971015 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIGHTBRIDGE INC CENTRAL INDEX KEY: 0001017172 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 043065140 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21319 FILM NUMBER: 97695910 BUSINESS ADDRESS: STREET 1: 67 SOUTH BEDFORD ST CITY: BURLINGTON STATE: MA ZIP: 01803 BUSINESS PHONE: 6173594000 MAIL ADDRESS: STREET 1: 67 SOUTH BEDFORD STREET CITY: BURLINGTON STATE: MA ZIP: 01803 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) October 9, 1997 -------------------------------- Lightbridge, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 000-21319 04-3065140 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 67 South Bedford Street, Burlington, Massachusetts 01083 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (617) 359-4000 ------------------------------ Not Applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. On October 9, 1997, Lightbridge, Inc. ("Lightbridge"), SeeCross Acquisition Corp., a wholly owned subsidiary of Lightbridge, and Coral Systems, Inc. ("Coral") entered into Amendment No. 1 dated as of October 9, 1997 (the "Amendment") to the Agreement and Plan of Reorganization dated as of September 9, 1997 among such parties (the "Agreement"). COPIES OF THE AGREEMENT AND THE AMENDMENT ARE FILED AS EXHIBIT 2.1 TO THE REGISTRATION STATEMENT ON FORM S-4 OF LIGHTBRIDGE (FILE NUMBER 333-36801) AND AS EXHIBIT 5.1 TO THIS CURRENT REPORT, RESPECTIVELY, AND ARE INCORPORATED HEREIN BY REFERENCE. Lightbridge, SeeCross Acquisition Corp. and Coral entered into the Agreement in order to effect a merger (the "Merger") pursuant to which, among other things, issued and outstanding shares of Coral's capital stock would be converted into shares of Lightbridge's common stock, $.01 par value ("Lightbridge Common"). Under the Agreement, the rates at which shares of Coral's capital stock would be converted into shares of Lightbridge Common stock would be based in part upon the "Calculation Price," which would equal the average of the last sales prices of Lightbridge Common on the Nasdaq National Market for each of the ten trading days immediately preceding the closing date of the Merger. Lightbridge and Coral currently contemplate that the closing date of the Merger will occur on or about November 7, 1997. In accordance with its past practice, Lightbridge contemplates that prior to November 7, 1997 it will issue a press release announcing its operating results for the quarter ended September 30, 1997. Lightbridge and Coral entered into the Amendment to modify the definition of the Calculation Price in order to mitigate the effect on the Calculation Price of any change in the market price of Lightbridge's common stock resulting from Lightbridge's announcement of its operating results for the quarter ended September 30, 1997. Under the Amendment, the Calculation Price will equal the average of the last sales prices of Lightbridge Common on the Nasdaq National Market during the period of ten consecutive trading days ending on the first date on which Lightbridge issues any press release with respect to its operating results for the quarter ended September 30, 1997, provided that if such press release is issued at a time at which shares of Lightbridge Common are being traded on the Nasdaq National Market, then such ten-day period shall end on the date immediately preceding issue date of such press release. For example, if Lightbridge first issues a press release with respect to its third quarter operating results after the closing of trading of Lightbridge Common on the Nasdaq National Market on October 28, 1997, the Calculation Price shall equal the average of the last sales prices of Lightbridge Common on the Nasdaq National Market on October 15, 16, 17, 20, 21, 22, 23, 24, 27 and 28, 1997. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Business Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits. Exhibit Number Description - ------- ----------- 5.1 Amendment No. 1 dated as of October 9, 1997 among Lightbridge, Inc., SeeCross Acquisition Corp. and Coral Systems, Inc. to Agreement and Plan of Reorganization dated as of September 9, 1997 (such Agreement and Plan of Reorganization is filed as Exhibit 2.1 to Registration Statement on Form S-4, File No. 333-36801) -2- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized as of this fifteenth day of October, 1997. LIGHTBRIDGE, INC. By: /s/ WILLIAM G. BROWN -------------------------------------------------- William G. Brown Chief Financial Officer, Vice President of Finance and Administration, and Treasurer -3- EX-5.1 2 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORANIZATION EXHIBIT 5.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATION THIS AMENDMENT NO. 1 dated as of October 9, 1997 (this "Amendment") is entered into among Lightbridge, Inc., a Delaware corporation ("Lightbridge"), SeeCross Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Lightbridge ("Acquisition Corp."), and Coral Systems, Inc., a Delaware corporation ("Coral"), to amend the Agreement and Plan of Reorganization dated as of September 9, 1997 among such parties (the "Agreement"). Capitalized terms used but not defined in this Amendment shall have the respective meanings ascribed to them in the Agreement. RECITALS On September 9, 1997, Lightbridge, Acquisition Corp. and Coral entered into the Agreement in order to effect the Merger, pursuant to which, among other things, issued and outstanding shares of Coral Capital Stock would be converted into shares of Lightbridge Common. Under the Agreement, the rates at which shares of Coral Capital Stock would be converted into shares of Lightbridge Common would be based in part upon the Calculation Price, which would equal the average of the last sales prices of Lightbridge Common on the Nasdaq National Market for each of the ten trading days immediately preceding the Closing Date. The parties currently contemplate that the Closing Date will occur on or about November 7, 1997. In accordance with its past practice, Lightbridge contemplates that prior to November 7, 1997 it will issue a press release announcing its operating results for the quarter ended September 30, 1997. The parties desire to modify the definition of Calculation Price under the Agreement in order to mitigate the effect on the Calculation Price of any change in the market price of Lightbridge Common resulting from Lightbridge's announcement of its operating results for the quarter ended September 30, 1997. NOW, THEREFORE, Lightbridge, Acquisition Corp. and Coral hereby agree as follows: 1. Paragraph (c) of Section 1.4.4 of the Agreement is hereby deleted in its entirety, and the following is substituted therefor: "(c) The `Calculation Price' shall equal the average of the last sales prices of Lightbridge Common on the Nasdaq National Market during the period of ten consecutive trading days ending on the first date on which Lightbridge issues any press release with respect to its operating results for the quarter ended September 30, 1997, provided that if such press release shall be issued at a time at which shares of Lightbridge Common are being traded on the Nasdaq National Market, then such ten-day period shall end on the date immediately preceding issue date of such press release. For example, if Lightbridge first issues a press release with respect to such operating results after the closing of trading of Lightbridge Common on the Nasdaq National Market on October 28, 1997, the Calculation Price shall equal the average of the last sales prices of Lightbridge Common on the Nasdaq National Market on October 15, 16, 17, 20, 21, 22, 23, 24, 27 and 28, 1997." 2. Except as contemplated by the preceding paragraph 1, the provisions of the Agreement shall remain in full force and effect to the same extent as in force and effect prior to the execution and delivery of this Amendment. * * * IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written. LIGHTBRIDGE, INC. By: /s/ PAMELA D.A. REEVE ----------------------------------------- President and Chief Executive Officer SEECROSS ACQUISITION CORP. By: /s/ PAMELA D.A. REEVE ----------------------------------------- President CORAL SYSTEMS, INC. By: /s/ TIMOTHY P. HAYES ----------------------------------------- Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----