SC 13D/A 1 a16-14766_1sc13da.htm SC 13D/A

 

CUSIP No. 536252109

13D/A

 

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, DC 20549

 

 

 

 

 

SCHEDULE 13D/A

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

LIONBRIDGE TECHNOLOGIES, INC.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

536252109

(CUSIP Number)

 

Gregory L. Summe

Glen Capital Partners

800 South St. Suite 160

Waltham, MA 02453

(617) 229-6320

 

with a copy to:

 

Leonard A. Pierce, Esq.

Wilmer Cutler Pickering Hale and Dorr LLP

60 State Street

Boston, Massachusetts 02109

(617) 526-6000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

July 7, 2016

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D/A, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

Explanatory Note

 

This filing is being made solely to include conformed signatures which we inadvertently omitted from the prior filing of this Amendment No. 3.

 


 

CUSIP No. 536252109

13D/A

 

 

 

(1)

Names of Reporting Persons
Glen Capital Partners Focus Fund, L.P.

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
WC

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e).     o

 

 

(6)

Citizenship or Place of Organization.
Delaware, United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

(7)

Sole Voting Power.
0

 

(8)

Shared Voting Power.
3,647,309

 

(9)

Sole Dispositive Power.
0

 

(10)

Shared Dispositive Power.
3,647,309

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person.
5,128,184

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions).   o

 

 

(13)

Percent of Class Represented by Amount in Row (11).
8.1%

 

 

(14)

Type of Reporting Person (See Instructions).
PN

 

2


 

CUSIP No. 536252109

13D/A

 

 

 

(1)

Names of Reporting Persons
Glen Capital Partners GP LLC

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
AF

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e).     o

 

 

(6)

Citizenship or Place of Organization.
Delaware, United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

(7)

Sole Voting Power.
0

 

(8)

Shared Voting Power.
3,647,309

 

(9)

Sole Dispositive Power.
0

 

(10)

Shared Dispositive Power.
3,647,309

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person.
5,128,184

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions).   o

 

 

(13)

Percent of Class Represented by Amount in Row (11).
8.1%

 

 

(14)

Type of Reporting Person (See Instructions).
OO

 

3


 

CUSIP No. 536252109

13D/A

 

 

 

(1)

Names of Reporting Persons
Glen Capital Partners LLC

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
AF

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e).     o

 

 

(6)

Citizenship or Place of Organization.
Delaware, United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

(7)

Sole Voting Power.
0

 

(8)

Shared Voting Power.
4,919,474

 

(9)

Sole Dispositive Power.
0

 

(10)

Shared Dispositive Power.
3,647,309

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person.
5,128,184

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions).   o

 

 

(13)

Percent of Class Represented by Amount in Row (11).
8.1%

 

 

(14)

Type of Reporting Person (See Instructions).
OO

 

4


 

CUSIP No. 536252109

13D/A

 

 

 

(1)

Names of Reporting Persons
Gregory L. Summe

 

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

(3)

SEC Use Only

 

 

(4)

Source of Funds (See Instructions)
AF

 

 

(5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e).     o

 

 

(6)

Citizenship or Place of Organization.
USA

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

(7)

Sole Voting Power.
0

 

(8)

Shared Voting Power.
5,128,184*

 

(9)

Sole Dispositive Power.
0

 

(10)

Shared Dispositive Power.
3,856,019*

 

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person.
5,128,184

 

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions).  o

 

 

(13)

Percent of Class Represented by Amount in Row (11).
8.1%

 

 

(14)

Type of Reporting Person (See Instructions).
IN

 

*  Includes Common Stock held by members of Mr. Summe’s family where he shares voting and investment control.

 

5


 

CUSIP No. 536252109

13D/A

 

 

Item 1. Security and Issuer.

 

This Amendment No. 3 (the “Amendment”) amends and supplements Schedules 13D/A filed by the Reporting Persons (as defined in Item 2) with the Securities and Exchange Commission (the “SEC”) on October 26, 2015 and November 24, 2015 (the “Prior Statements”), related to the common stock, par value $0.01 per share (the “Common Stock”), of Lionbridge Technologies, Inc., a Delaware corporation (the “Issuer”).  The address of the principal executive office of the Issuer is 1050 Winter Street, Waltham MA 02451.  Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

 

Unless specifically amended or modified hereby, the disclosures set forth in the Prior Statements remain unchanged.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 is hereby amended and restated to read as follows:

 

The aggregate percentage of shares of Common Stock reported beneficially owned by each person named herein has been determined in accordance with SEC rules and is based upon 62,966,706 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on May 10, 2016.  The applicable SEC rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities and include shares of Common Stock issuable upon the conversion or exercise of other securities that are immediately convertible or exercisable, or are convertible or exercisable within 60 days of the filing of this Report.

 

A.                                    Glen Capital Partners Focus Fund, L.P.

 

(a)         As of the closing of business on July 7, 2016, the Fund was the beneficial owner of 5,128,184 shares of the Issuer’s Common Stock, representing a beneficial ownership interest of approximately 8.1% of the outstanding shares of Common Stock.

 

(b)                                                         1.                                      Sole power to vote or direct vote:                                                                                                                                                                                                                               0

 

                                                                        2.                                      Shared power to vote or direct vote:                                                                                                                                                                3,647,309

 

                                                                        3.                                      Sole power to dispose or direct the disposition:                                                                                                                                                         0

 

                                                                        4.                                      Shared power to dispose or direct the disposition:                                                                                          3,647,309

 

(c)          The Reporting Persons have not effected any transactions in the Common Stock of the Issuer in the past 60 days.

 

(d)         Except as disclosed herein, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by each of the Reporting Persons.

 

(e)          Not applicable.

 

B.                                    Glen Capital Partners GP LLC

 

(a)         In its capacity as general partner of the Fund, the General Partner may be deemed to be the beneficial owner of 5,128,184 shares of the Issuer’s Common Stock, representing a beneficial ownership interest of approximately 8.1% of the outstanding shares of Common Stock.

 

(b)                                                         1.                                      Sole power to vote or direct vote:                                                                                                                                                                                                                               0

 

                                                                        2.                                      Shared power to vote or direct vote:                                                                                                                                                                3,647,309

 

                                                                        3.                                      Sole power to dispose or direct the disposition:                                                                                                                                                         0

 

6


 

CUSIP No. 536252109

13D/A

 

 

                                                                        4.                                      Shared power to dispose or direct the disposition:                                                                                          3,647,309

 

(c)          The Reporting Persons have not effected any transactions in the Common Stock of the Issuer in the past 60 days.

 

(d)         Except as disclosed herein, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by each of the Reporting Persons.

 

(e)          Not applicable.

 

C.                                    Glen Capital Partners LLC

 

(a)         In its capacity as the adviser of the Fund and as a result of its irrevocable proxy with respect to Common Stock owned by Mr. Cooperman, the Manager may be deemed to be the beneficial owner of 5,128,184 shares of the Issuer’s Common Stock, representing a beneficial ownership interest of approximately 8.1% of the outstanding shares of Common Stock.

 

(b)                                                         1.                                      Sole power to vote or direct vote:                                                                                                                                                                                                                               0

 

                                                                        2.                                      Shared power to vote or direct vote:                                                                                                                                                                4,919,474

 

                                                                        3.                                      Sole power to dispose or direct the disposition:                                                                                                                                                         0

 

                                                                        4.                                      Shared power to dispose or direct the disposition:                                                                                          3,647,309

 

(c)          The Reporting Persons have not effected any transactions in the Common Stock of the Issuer in the past 60 days.

 

(d)         Except as disclosed herein, no person other than Cooperman is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by each of the Reporting Persons.

 

(e)          Not applicable.

 

D.                                    Gregory L. Summe

 

(a)         In his capacity as the sole member of each of the Manager and the General Partner and as a result of the Common Stock held by members of Mr. Summe’s family where he shares voting and investment control, Mr. Summe may be deemed to be the beneficial owner of 5,128,184 shares of the Issuer’s Common Stock, representing a beneficial ownership interest of approximately 8.1% of the outstanding shares of Common Stock.

 

(b)                                                         1.                                      Sole power to vote or direct vote:                                                                                                                                                                                                                               0

 

                                                                        2.                                      Shared power to vote or direct vote:                                                                                                                                                         5,128,184*

 

                                                                        3.                                      Sole power to dispose or direct the disposition:                                                                                                                                                         0

 

                                                                        4.                                      Shared power to dispose or direct the disposition:                                                                                   3,856,019*

 

(c)          The Reporting Persons have not effected any transactions in the Common Stock of the Issuer in the past 60 days.

 

(d)         Except as disclosed herein, no person other than Cooperman is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by each of the Reporting Persons.

 

(e)          Not applicable.

 

*  Includes Common Stock held by members of Mr. Summe’s family where he shares voting and investment control.

 

7


 

CUSIP No. 536252109

13D/A

 

 

Item 7. Material to be Filed as Exhibits.

 

Item 7 is hereby amended to read in its entirety as follows:

 

Exhibit
Number

 

Exhibit Description

99.1

 

Joint Filing Agreement

99.2

 

Irrevocable Proxy and Voting Agreement dated as of October 22, 2015 (incorporated by reference to Exhibit 99.2 to the Prior Statement filed by the Reporting Persons on October 26, 2015, Accession No. 0001104659-15-072770)

99.3

 

Letter Agreement dated as of November 24, 2015 (incorporated by reference to Exhibit 99.3 to the Prior Statement filed by the Reporting Persons on November 25, 2015)

 

8


 

CUSIP No. 536252109

13D/A

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

 

/s/ Gregory L. Summe

 

Gregory L. Summe, individually, and as sole member of Glen Capital Partners LLC and Glen Capital Partners GP LLC for itself and as the general partner of Glen Capital Partners Focus Fund, L.P.

 

9