8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): April 25, 2005

Lightbridge, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	000-21319	04-3065140
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
30 Corporate Drive, Burlington, Massachusetts		01803
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 781-359-4000

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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

1. On April 25, 2005, we entered into an Asset Purchase Agreement with VeriSign, Inc. to sell our PrePay Intelligent Network Solutions business for $17.45 million in cash plus the assumption of partner, client and certain vendor contracts. The Agreement also provides that:

(a) VeriSign will enter into a sublease with Lightbridge for 24,724 square feet in Broomfield, Colorado at a rate of $32,000 per month through June 30, 2008;

(b) up to 10% of the purchase price will be held in escrow for 18 months to satisfy claims arising out of breaches of representation and warranties; and

(c) representations and warranties with respect to intellectual property matters will survive for two years and be subject to a $5,000,000 limit for any claims arising out of a breach thereof.

The Agreement also provides that the Company will not compete with the INS Business for a period of three years, subject to certain exceptions, and that VeriSign will extend offers of "at will" employment to substan tially all INS Business employees.

The closing of the sale under the Agreement is subject to certain specified closing conditions and is expected to occur in the second quarter of 2005.

The full text of our press release reporting the sale is attached as Exhibit 99.1 to this report and incorporated herein by reference.

2. On April 27, 2005, the Company granted Timothy C. O’Brien, our Chief Financial Officer, a stock option to purchase 50,000 shares of common stock at an exercise price per share of $5.92. The option vests 50% upon the achievement of each of a $7.50 and $10.00 twenty-day average price of the stock during the term of the option. The option vests entirely upon a change of control (as defined) of the Company.

3. On April 27, 2005, the Compensation Committee of the Company approved the conditional payment of a bonus of $75,000 Eugene J. DiDonato, Vice President and General Counsel, upon the closing of a strategic transaction with respect to the Telecommunicat ions Decisioning Services business unit.

Item 9.01. Financial Statements and Exhibits.

Press Release dated April 25, 2005, entitled "Lightbridge Announces Definitive Agreement to Sell PrePay INS Business to VeriSign, Inc. and Engages Investment Banker to Explore Strategic Alternatives for Telecom Decisioning Services Business"

SIGNATURES

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.

	Lightbridge, Inc.
April 29, 2005	By:	/s/ Eugene J. DiDonato
		Name: Eugene J. DiDonato
		Title: Vice President and General Counsel

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated April 25, 2005 entitled "Lightbridge Announces Definitive Agreement to Sell PrePay INS Business to VeriSign, Inc. and Engages Investment Banker to Explore Strategic Alternatives for Telecom Decisioning Services Business"

EX-99.1

Lightbridge Announces Definitive Agreement to Sell PrePay INS Business to VeriSign, Inc. and
Engages Investment Banker to Explore Strategic Alternatives
for Telecom Decisioning Services Business

Burlington, MA – April 25, 2005 –Lightbridge, Inc. (NASDAQ: LTBG), a leading analytics, decisioning and e-commerce company, today announced it has entered into a definitive agreement to sell its PrePay Intelligent Network Solutions (INS) business to VeriSign, Inc. (NASDAQ: VRSN) for $17.45 million in cash plus assumption of certain contractual liabilities. The acquisition is expected to close in the second quarter.

Lightbridge’s INS business develops, delivers and supports the Lightbridge PrePay IN product, a leading Intelligent Network (IN) solution for wireless operators, which delivers real-time rating for innovative voice and emerging data services.

“We believe the Lightbridge PrePay IN product is a great complement to VeriSign’s existing portfolio of intelligent infrastructure services,” said Robert Donahue, Chief Executive Officer at Lightbridge, Inc. “Although INS is a business with a robust product and significant distribution partnerships, we believe it is in the best interest of our shareholders, customers and employees to exit that business. We are pleased to be working with VeriSign and believe that this is a positive transaction for both companies.”

Lightbridge also announced today that it has engaged the investment banking firms of Needham & Company, Inc. and Gridley & Co. LLC., to advise the Company on strategic alternatives for its Telecom Decisioning Services (TDS) business. Lightbridge expects to investigate a range of possible alternatives. No assurance can be given that any transaction will result from the exploration process that Needham/Gridley has been retained to manage.

Commenting on the news, Bob Donahue, president and chief executive officer stated, “We continually look at ways to enhance shareholder value and, in doing so, we plan to consider all reasonable alternatives for the TDS business. Needham/Gridley will assist management and the Board in evaluating strategic alternatives for the TDS business that maximize the value to the Company. The sale of INS to VeriSign is an example of our commitment to execute on our strategic goals.”

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About Lightbridge
Lightbridge, Inc. (NASDAQ:LTBG) is a leading analytics, decisioning e-commerce company and IN solutions provider that businesses trust to manage customer transactions. Lightbridge adds value to fraud screening, credit qualification, payment authorization, billing, and enhanced voice and data services. Lightbridge solutions leverage intelligent automated systems and human expertise, delivered primarily through the efficiencies and cost savings of an outsourced business model. Businesses around the world use Lightbridge to make smarter decisions, deliver better services, provide secure payments, reduce costs and enhance the lifetime value of their customers. For more information, visit www.lightbridge.com or call 800-LIGHTBR.

About VeriSign
VeriSign, Inc. (NASDAQ: VRSN), operates intelligent infrastructure services that enable businesses and individuals to find, connect, secure, and transact across today’s complex, global networks. Additional news and information about the company is available at www.verisign.com.

About Needham & Company, Inc. and Gridley & Company LLC
Needham & Company, Inc. is a privately held, full-service investment bank, headquartered in New York City, specializing in technology and biotechnology/life sciences, with offices in Boston and Menlo Park. In addition to investment banking, Needham’s services include institutional sales and trading, asset management and venture capital. Needham & Company, Inc. also produces comprehensive equity investment research on over 300 technology and life science companies and regular studies on specific niche sectors within these industries. For more information, please see www.needhamco.com.

Gridley & Company LLC is a boutique investment bank that focuses on providing strategic advisory services to companies in the following industries: Advertising and Marketing Services; Financial Technology and Payment Processing; Information Technology and Business Process Outsourcing; Database and Information Services; and eMarketing and Internet Services. Gridley was founded in 2001, is headquartered in New York City, and is an affiliate of Needham & Company, Inc. For more information, please visit www.gridleyco.com. www.gridleyco.com.

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Lightbridge Contact:	VeriSign Contact:
Lynn Ricci Investor & Media Relations 781-359-4854 lricci@lightbridge.com	Brian O’Shaughnessy, Media Relations 650.426.5270 boshaughnessy@verisign.com,
Valerie Christopherson Bock Communications, Inc. +1 714 540 1030 ext. 17 vchristopherson@bockpr.com

LIGHTBRIDGE is a registered trademark and the Lightbridge logo, PrePay and PrePay IN are trademarks of Lightbridge, Inc. All other trademarks and registered trademarks are the properties of their respective owners.

Forward-looking Statements

Certain statements in this news release that are not statements of historical facts may constitute forward-looking statements, including, without limitation, those relating to the Company’s beliefs about its INS business unit and expectations with respect to TDS. Actual results may vary materially from those contained in forward- looking statements based on a number of factors including, without limitation, (i) dependence on a limited number of clients, (ii) the Company’s revenue concentration in the wireless telecommunications business and the declining subscriber growth rate in that business, (iii) continuing rapid change in the telecommunications industry and other markets in which the Company does business that may affect both the Company and its clients, (iv) continuing demand for the Company’s products, services and technologies, (v) the impact of the sale of the Company’s INS business unit on the Company and its business and operations, (vi) current and future economic conditions generally and particularly in the telecommunications industry, (vii) the Company’s ability to execute on its objectives, plans or strategies including, without limitation, its plans to explore strategic alternatives for its TDS business unit, and (viii) the factors disclosed in the Company’s filings with the U.S. Securities and Exchange Commission including, without limitation, its 2004 Annual Report on Form 10-K. The Company undertakes no obligation to update any forward-looking statements.