8-K/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) February 20, 2007

AUTHORIZE.NET HOLDINGS, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

DELAWARE
(STATE OR OTHER JURISDIC-
TION OF INCORPORATION) 000-21319
(COMMISSION
FILE NUMBER) 04-3065140
(IRS EMPLOYER
IDENTIFICATION NO.)

293 BOSTON POST ROAD WEST, SUITE 220, MARLBOROUGH, MASSACHUSETTS 01752

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE (508) 229-3200

NOT APPLICABLE

(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

CHECK THE APPROPRIATE BOX BELOW IF THE FORM 8-K FILING IS INTENDED TO SIMULTANEOUSLY SATISFY THE FILING OBLIGATION OF THE REGISTRANT UNDER ANY OF THE FOLLOWING PROVISIONS:

o WRITTEN COMMUNICATIONS PURSUANT TO RULE 425 UNDER THE SECURITIES ACT (17 CFR 230.425)

o SOLICITING MATERIAL PURSUANT TO RULE 14a-12 UNDER THE EXCHANGE ACT (17 CFR 240.14a-12)

o PRE-COMMENCEMENT COMMUNICATIONS PURSUANT TO RULE 14d-2(b) UNDER THE EXCHANGE ACT (17 CFR 240.14d-2(b))

o PRE-COMMENCEMENT COMMUNICATIONS PURSUANT TO RULE 13e-4(c) UNDER THE EXCHANGE ACT (17 CFR 240.13e-4(c))

     We hereby amend our current report on Form 8-K filed with the SEC on February 26, 2006, which announced the sale of certain assets of our Telecom Decisioning Services (TDS) business to Vesta Corporation. The purpose of this amendment is to file the pro forma financial information required by Item 9.01.

Item 9.01. Financial Statements and Exhibits.

(b) Pro forma financial information

     The unaudited pro forma condensed balance sheet as of December 31, 2006 gives effect to the transaction and adjustments as if they had occurred at December 31, 2006.

     The unaudited pro forma condensed consolidated statements of operations are based on our historical financial statements and give effect to the disposition of the assets of our TDS business. The pro forma condensed consolidated statements of operations eliminate the operations of the business sold in order to reflect our operations as if the assets of the TDS business had been sold effective January 1, 2006 for the year ended December 31, 2006. The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2006 reflect the pro forma adjustments necessary to eliminate the results of the TDS business, including revenues, cost of revenues and other costs and expenses related to the TDS business.

     The unaudited pro forma condensed statements of operations should be read in conjunction with our consolidated financial statements and the accompanying notes thereto included in our annual report on Form 10-K for the year ended December 31, 2006.

     The unaudited pro forma consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the operating results or financial position that would have actually occurred if the disposition had been consummated as of the dates indicated, nor are they necessarily indicative of future operating results or financial position.

(c) Exhibits

Exhibit No.	Description
* 10.1	Asset Purchase Agreement dated February 20, 2007 between Vesta Corporation and Lightbridge, Inc.
* 99.1	Press Release dated February 21, 2007, entitled “Lightbridge Announces Sale of its Telecom Decisioning Services Business”
99.2	Pro forma financial information

* Previously filed.

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.

AUTHORIZE.NET HOLDINGS, INC.
By:	/s/ Timothy C. O’Brien
	Timothy C. O’Brien
	Vice President, Finance and Administration, Chief Financial Officer and Treasurer

May 7, 2007

EX-99.2

Exhibit 99.2

AUTHORIZE.NET HOLDINGS, INC.
(f/k/a LIGHTBRIDGE, INC) AND SUBSIDIARIES
UNAUDITED CONDENSED PRO FORMA BALANCE SHEET
(Amounts in thousands, except share and per share amounts)

	December 31,						December 31,
	2006			Pro Forma			2006
	(Historical)			Adjustments			(Pro Forma)
Current assets:
Cash and cash equivalents	$	116,172		$	2,500	(1)	$	118,672
Accounts receivable, net		5,010			(2,116	)		2,894
Deferred tax assets		4,690						4,690
Other current assets		1,871			(621	)		1,250
Current assets of discontinued operations		—			2,737			2,737
Total current assets		127,743			2,500		$	130,243
Property and equipment, net		4,907			(522	)(2)		4,385
Other assets, net		459			(41	)		418
Restricted cash		500						500
Goodwill		57,628						57,628
Intangible assets, net		15,582						15,582
Deferred tax assets		15,655						15,655
Non-current assets of discontinued operations		—			41			41
Total assets	$	222,474		$	1,978		$	224,452
Current liabilities:
Accounts payable	$	1,879		$	(641	)	$	1,238
Accrued compensation and benefits		3,690			(555	)		3,135
Other accrued liabilities		4,689			(200	)		4,489
Deferred rent		606						606
Deferred revenues		2,395			(177	)		2,218
Funds due to merchants		8,751						8,751
Accrued restructuring		1,767			(963	)		804
Current liabilities of discontinued operations		—			2,409			2,409
Total current liabilities		23,777			(127	)		23,650
Deferred rent, less current portion		1,957						1,957
Deferred tax liabilities		4,754			788	(3)		5,542
Deferred revenues, less current portion		971						971
Other long-term liabilities		700						700
Total liabilities		32,159			661			32,820
Stockholders’ equity:
Preferred stock, $0.01 par value; 5,000,000 shares authorized; no shares issued or outstanding at December 31, 2006					—			—
Common stock, $0.01 par value; 60,000,000 shares authorized; 30,888,910 shares issued and 27,448,926 shares outstanding at December 31, 2006		309						309
Additional paid-in capital		178,196						178,196
Accumulated other comprehensive income		171						171
Retained earnings		32,437			1,317	(4)		33,754
Treasury stock, at cost		(20,798	)					(20,798	)
Total stockholders’ equity		190,315			1,317			191,632
Total liabilities and stockholders’ equity	$	222,474		$	1,978		$	224,452

AUTHORIZE.NET HOLDINGS, INC.
(f/k/a LIGHTBRIDGE, INC.) AND SUBSIDIARIES
UNAUDITED CONDENSED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(Amounts in thousands, except per share amounts)

	Year Ended						Year Ended
	December 31,						December 31,
	2006			Pro Forma			2006
	(Historical)			Adjustments (5)			(Pro Forma)
Revenues:
Transaction services	$	92,976		$	(35,427	)	$	57,549
Consulting and maintenance services		2,670			(2,670	)		—
Total revenues		95,646			(38,097	)		57,549
Cost of revenues:
Transaction services		37,396			(24,917	)		12,479
Consulting and maintenance services		1,399			(1,399	)		—
Total cost of revenues		38,795			(26,316	)		12,479
Gross profit:
Transaction services		55,580			(10,510	)		45,070
Consulting and maintenance services		1,271			(1,271	)		—
Total gross profit		56,851			(11,781	)		45,070
Operating expenses:
Engineering and development		11,259			(5,645	)		5,614
Sales and marketing		19,571			(1,120	)		18,451
General and administrative		17,550			(465	)		17,085
Restructuring and related asset impairments		7,283			(7,110	)		173
Total operating expenses		55,663			(14,340	)		41,323
Income (loss) from operations		1,188			2,559			3,747
Other income, net		4,883			—			4,883
Income from continuing operations before benefit from income taxes		6,071			2,559			8,630
Benefit from income taxes		(18,219	)		105			(18,114	)
Income from continuing operations	$	24,290		$	2,454		$	26,744
Income per common share (basic) from continuing operations	$	0.89					$	0.98
Income per common share (diluted) from continuing operations	$	0.86					$	0.95
Basic weighted average shares		27,248						27,248
Diluted weighted average shares		28,245						28,245

PRO FORMA ADJUSTMENTS

     The unaudited pro forma consolidated balance sheet and statements of operations give effect to the following pro forma adjustments:

Balance Sheet

(1)	To reflect cash proceeds of $2.5 million from the sale of TDS Business as if the disposition had occurred on December 31, 2006.
(2)	To reflect the amount of assets sold or disposed as if the disposition had occurred on December 31, 2006.
(3)	To reflect the estimated income tax liability related to the estimated gain on the disposition as if the disposition had occurred on December 31, 2006.
(4)	To reflect the estimated after-tax net gain of approximately $1.3 million related to the disposition as if the disposition had occurred on December 31, 2006.

Statements of Operations

(5) To reflect the elimination of the financial results of the TDS business.