-----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, ThTEl1jj1j+hzzV2q2VWqz1ttjKt+yfx6uzcSUD82EiIdm3apgsrp8hA5lsXn6RC mmmDbacitEeDqN8/X5+tWA== 0000950135-97-000447.txt : 19970221 0000950135-97-000447.hdr.sgml : 19970221 ACCESSION NUMBER: 0000950135-97-000447 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970211 EFFECTIVENESS DATE: 19970211 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-21585 FILM NUMBER: 97524912 BUSINESS ADDRESS: STREET 1: 281 WINTER ST CITY: WALTHAM STATE: MA ZIP: 02154 BUSINESS PHONE: 6178321134 MAIL ADDRESS: STREET 1: 281 WINTER ST CITY: WALTHAM STATE: MA ZIP: 02154 S-8 1 LIGHTBRIDGE, INC. 1 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 - ------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation or Organization) 04-3065140 - ------------------------------------------------------------------------------- (I.R.S. Employer Identification No.) 281 Winter Street, Waltham, Massachusetts 02154 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) LIGHTBRIDGE, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN - ------------------------------------------------------------------------------- (Full Title of the Plan) Pamela D.A. Reeve President and Chief Executive Officer Lightbridge, Inc. 281 Winter Street Waltham, Massachusetts 02154 - ------------------------------------------------------------------------------- (Name and Address of Agent for Service) (617) 890-2000 - ------------------------------------------------------------------------------- (Telephone Number, Including Area Code, of Agent For Service) WITH COPIES TO: John D. Patterson, Jr., Esq. Mark L. Johnson, Esq. Foley, Hoag & Eliot LLP One Post Office Square Boston, Massachusetts 02109 (617) 832-1000 2 CALCULATION OF REGISTRATION FEE
===================================================================================== Proposed Title of Proposed Maximum Securities Amount Maximum Aggregate Amount of to be to be Offering Price Offering Registration Registered Registered Per Share(1) Price(1) Fee - ------------------------------------------------------------------------------------- Common Stock, 100,000 $11.00 $1,100,000 $284(2) $.01 par value shares ===================================================================================== (1) Estimated solely for the purpose of determining the registration fee. (2) In accordance with Rules 457 (c) and (h) under the Securities Act of 1933, the calculation is based on 85% of the average of the high and low sale prices reported in the consolidated reporting system of the Nasdaq National Market on February 3, 1997.
------------------------------------------- 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the Securities and Exchange Commission (the "Commission") are incorporated in this Registration Statement by reference: (a) the Prospectus dated September 27, 1996 of Lightbridge, Inc. (the "Company" or the "Registrant") included in the Company's Registration Statement on Form S-1 (file number 333-6589), as declared effective by the Commission on September 25, 1996; (b) the description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A filed with the Commission on September 6, 1996 under Section 12 of the Securities Exchange Act of 1934, including any amendment or description filed for the purpose of updating such description; (c) the Company's Quarterly Report on Form 10-Q for the Quarterly Period ended September 30, 1996 (file number 000-21319), as filed with the Commission on November 14, 1996; and (d) all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law affords a Delaware corporation the power to indemnify its present and former directors and offices under certain conditions. Article SEVENTH of the Company's Amended and Restated Certificate of Incorporation (the "Restated Charter") provides that the Company shall indemnify each person who at any time is, or shall have been, a director or officer of the Company, and is threatened to be or is made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is, or was, a director or officer of the Company, is or was serving at the request of the Company as a director, officer, employee, trustee, or agent of another or served corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement incurred in connection with any such action, suit or proceeding to the maximum extent permitted by the General Corporation Law of the State of Delaware. Section 102(b)(7) of the Delaware Corporation Law gives a Delaware corporation the power to adopt a charter provision eliminating or limiting the personal liability of directors to the corporation or its stockholders for breach of fiduciary duty as directors, provided that such provision may not eliminate or limit the liability of directors for (i) any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) any acts 4 or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) any payment of a dividend or approval of a stock purchase that is illegal under Section 174 of the Delaware Corporation Law or (iv) any transaction from which the director derived an improper personal benefit. Article NINTH of the Restated Charter provides that to the maximum extent permitted by the General Corporation Law of the State of Delaware, no director of the Company shall be personally liable to the Company or to any of its stockholders for monetary damages arising out of such director's breach of fiduciary duty as a director of the Company. Furthermore, any amendment to or repeal of the provisions of Article NINTH shall not apply to nor have any effect on the liability or the alleged liability of any director of the Corporation with respect to any act or failure to act of such director occurring prior to such amendment or repeal. A principal effect of such Article NINTH is to limit or eliminate the potential liability of the Company's directors for monetary damages arising from breaches of their duty of care, unless the breach involves one of the four exceptions described in (i) through (iv) above. Section 145 of the Delaware General Corporation Law also affords a Delaware corporation the power to obtain insurance on behalf of its directors and officers against liabilities incurred by them in those capacities. The Company has procured a directors' and officers' liability and company reimbursement liability insurance policy that (a) insures directors and officers of the Company against losses (above a deductible amount) arising from certain claims made against them by reason of certain acts done or attempted by such directors or officers and (b) insures the Company against losses, (above a deductible amount) arising from any such claims, but only if the Company is required or permitted to indemnify such directors or officers for such losses under statutory or common law or under provisions of the Restated Charter or the Restated By-Laws. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. 4.1* Specimen certificate for the Common Stock 5.1 Opinion of Foley, Hoag & Eliot LLP 10.1* Lightbridge, Inc. 1996 Employee Stock Purchase Plan 23.1 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) - ------------ * Filed as an exhibit to the Company's Registration Statement on Form S-1 (file number 333-6589), as declared effective by the Commission on September 25, 1996 and incorporated herein by reference. ITEM 9. UNDERTAKINGS. 1. The undersigned Registrant hereby undertakes: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: II-2 5 (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs 2 (a)(1)(i) and 2 (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference herein. (b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 6 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 City of Boston, Massachusetts, on this 31st day of January, 1997. LIGHTBRIDGE, INC. By: /s/ PAMELA D.A. REEVE ---------------------------------------- Pamela D.A. Reeve President & 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 and William G. Brown, and each of them, true and lawful attorneys-in-fact and agents with full power of substitution, for and in 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 Securities and Exchange Commission, granting unto said attorney-in-facts and agents, and each of them, full power and authority to do and perform each and every act and thing which they, or any of them, may deem necessary or advisable to be done in connection with this Registration Statement, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-facts and agents or any of them, or any substitute or substitutes for him, any or all of them, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities as of January 31, 1997. Signature Title - --------- ----- /s/ PAMELA D.A. REEVE President, Chief Executive Officer and - ----------------------------- Director (Principal Executive Officer) Pamela D.A. Reeve II-4 7 Signature Title - --------- ----- /s/ WILLIAM G. BROWN Chief Financial Officer and Treasurer - -------------------------------- (Principal Financial and Accounting William G. Brown Officer) /s/ ANDREW I. FILLAT Director - -------------------------------- Andrew I. Fillat /S/ TORRENCE C. HARDER Director - -------------------------------- Torrence C. Harder /s/ DOUGLAS A. KINGSLEY Director - -------------------------------- Douglas A. Kingsley /s/ D. QUINN MILLS Director - -------------------------------- D. Quinn Mills II-5 8 EXHIBIT INDEX ------------- Exhibit No. Description - ------ ----------- 4.1* Specimen certificate for the Common Stock 5.1 Opinion of Foley, Hoag & Eliot LLP 10.1* Lightbridge, Inc. 1996 Employee Stock Purchase Plan 23.1 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) - ---------------- * Filed as an exhibit to the Company's Registration Statement on Form S-1 (file number 333-6589), as declared effective by the Commission on September 25, 1996 and incorporated herein by reference EX-5.1 2 OPINION OF FOLEY, HOAG & ELIOT LLP 1 FOLEY, HOAG & ELIOT LLP One Post Office Square Boston, Massachusetts 02109-2170 Telephone: (617) 832-1000 Facsimile: (617) 832-7000 Telex 940693 http://www.fhe.com February 10, 1997 LIGHTBRIDGE, INC. 281 Winter Street Waltham, Massachusetts 02154 Ladies and Gentlemen: We have acted as counsel for Lightbridge, Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the "Registration Statement") relating to the offering by the Company of 100,000 shares (the "Shares") of its Common Stock, $0.01 par value, issuable pursuant to the Lightbridge, Inc. 1996 Employee Stock Purchase Plan (the "Plan"). In arriving at the opinions expressed below, we have examined and relied on the following documents: (i) the Registration Statement; (ii) the Plan; (iii) the Amended and Restated Certificate of Incorporation of the Company; (iv) the By-Laws of the Company, as amended as of the date hereof; and (v) the records of meetings and consents of the Board of Directors and stockholders of the Company provided to us by the Company. In addition, we have examined and relied on the originals or copies certified or otherwise identified to our satisfaction of all such other records, documents and instruments of the Company and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below. We have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to the original documents of all documents submitted to us as certified or photostatic copies. We express no opinion other than as to the laws of the State of Delaware. 2 LIGHTBRIDGE, INC. February 10, 1997 Page Two Based upon the foregoing, we are of the opinion that: 1. The Company has the corporate power necessary for the issuance of the Shares under the Plan, as contemplated by the Registration Statement. 2. The Shares have been duly authorized and, when issued against payment of the agreed consideration therefor in accordance with the respective exercise prices therefor as described in the Plan, will be validly issued, fully paid and non-assessable. We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, FOLEY, HOAG & ELIOT LLP By /s/ Mark L. Johnson ------------------------------------ A Partner EX-23.1 3 CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Lightbridge, Inc. on Form S-8 of our report dated April 22, 1996 (except for Notes 4 and 11, as to which the dates are August 8, 1996 and July 15, 1996, respectively) appearing in the Company's Prospectus dated September 27, 1996 included in the Company's Registration Statement on Form S-1, File No. 333-6589, (the "S-1 Prospectus") and to the reference to us under the heading "Experts" in the S-1 Prospectus which is incorporated by reference in this Prospectus, which is a part of this Registration Statement. DELOITTE & TOUCHE LLP Boston, Massachusetts February 6, 1997 -----END PRIVACY-ENHANCED MESSAGE-----