Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LIGHTBRIDGE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 04-3065140
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
30 CORPORATE DRIVE 01803
BURLINGTON, MA (Zip Code)
(Address of Principal Executive Offices)
LIGHTBRIDGE, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
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MR. ROBERT E. DONAHUE
President and Chief Executive Officer
LIGHTBRIDGE, INC.
30 Corporate Drive
Burlington, Massachusetts 01803
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(781) 359-4000
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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WITH COPIES TO:
John D. Patterson, Jr., Esquire
Alexander H. Pyle, Esquire
Foley Hoag LLP
155 Seaport Boulevard
Boston, Massachusetts 02210
(617) 832-1000
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CALCULATION OF REGISTRATION FEE
TITLE OF PROPOSED PROPOSED
SECURITIES AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
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Common Stock,
$.01 par value 200,000 (1) $ 5.02(2) $ 1,004,000.00 $ 127.21
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(1) Represents additional shares of common stock available for issuance
pursuant to the Lightbridge, Inc. 1996 Employee Stock Purchase Plan, as amended.
(2) Calculated pursuant to Rule 457(c) and (h)(1) under the Securities Act
of 1933 based on the average of the high and low sales price of the common stock
as reported on the Nasdaq National Market on October 5, 2004.
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This Registration Statement covers an additional 200,000 shares of common
stock issuable pursuant to Lightbridge, Inc.'s 1996 Employee Stock Purchase
Plan, as amended (the "Plan"). These shares are in addition to the 200,000
shares of common stock issuable under the Plan registered pursuant to the
Registration Statement on Form S-8, File No. 333-101600, which Lightbridge, Inc.
("Lightbridge" or the "Registrant") filed with the Securities and Exchange
Commission on December 2, 2002, the 200,000 shares of common stock issuable
under the Plan registered pursuant to the Registration Statement on Form S-8,
File No. 333-71890, which Lightbridge filed with the Securities and Exchange
Commission on October 19, 2001, the 100,000 shares of common stock issuable
under the Plan registered pursuant to the Registration Statement on Form S-8,
File No. 333-43586, which Lightbridge filed with the Securities and Exchange
Commission on August 11, 2000 and the 100,000 shares of common stock issuable
under the Plan registered pursuant to the Registration Statement on Form S-8,
File No. 333-21585, which Lightbridge filed with the Securities and Exchange
Commission on February 11, 1997.
The contents of Lightbridge's Registration Statements on Form S-8, File
Nos. 333-101600, 333-71890, 333-43586 and 333-21585 are incorporated herein by
reference.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
Exhibit No. Description
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4.1 (1) Amended and Restated Certificate of Incorporation of the Registrant
4.2 (1) Amended and Restated By-Laws of the Registrant
4.3 (2) Amendment to Amended and Restated By-Laws of the Registrant, adopted October 29, 1998
4.4 (1) Specimen Certificate for Common Stock of the Registrant
4.5 (3) Rights Agreement dated as of November 14, 1997, between Lightbridge, Inc. and American
Stock Transfer and Trust Company, as Rights Agent
4.6 (3) Form of Certificate of Designation of Series A Participating Cumulative Preferred Stock
of Lightbridge, Inc.
4.7 (3) Form of Right Certificate
4.8 (4) 1996 Employee Stock Purchase Plan, as amended
4.9 (5) Amendments to Lightbridge's 1996 Employee Stock Purchase Plan, as amended
4.10(6) Amendment to Lightbridge's 1996 Employee Stock Purchase Plan, as amended
4.11* Amendment to Lightbridge's 1996 Employee Stock Purchase Plan, as amended
5.1* Opinion of Foley Hoag LLP
23.1* Consent of Independent Registered Public Accounting Firm
23.2* Consent of Foley Hoag LLP (included in Exhibit 5.1)
24.1* Power of Attorney (contained on the signature page)
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* Filed herewith
(1) Incorporated by reference from the Registrant's Registration Statement on
Form S-1, as amended (File No. 333-6589)
(2) Incorporated by reference from the Registrant's Quarterly Report on Form
10-Q for the quarter ended September 30, 1998.
(3) Incorporated by reference from the Registrant's Registration Statement on
Form 8-A, as filed with the Securities and Exchange Commission on November
21, 1997.
(4) Incorporated by reference from Lightbridge's Registration Statement on
Form S-8, as filed with the Securities and Exchange Commission on August
11, 2000.
(5) Incorporated by reference from Lightbridge's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2001.
(6) Incorporated by reference from Lightbridge's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2002.
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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 TOWN OF BURLINGTON, MASSACHUSETTS, on this 12th day of
October, 2004.
LIGHTBRIDGE, INC.
By: /s/ Robert E. Donahue
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Robert E. Donahue
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Robert E. Donahue as the undersigned's
true and lawful attorney-in-fact and agent, with full power of substitution, for
the undersigned and in the undersigned's 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 Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing which she may deem necessary or advisable to be done in
connection with this Registration Statement, as fully to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or any substitute or
substitutes for her, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the indicated capacities
on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Robert E. Donahue President, Chief Executive Officer and October 12, 2004
---------------------- Director (Principal Executive Officer)
Robert E. Donahue
/s/ Timothy C. O'Brien Vice President, Finance & October 12, 2004
---------------------- Administration and Chief Financial Officer
Timothy C. O'Brien (Principal Financial and Accounting Officer)
/s/ David G. Turner Director October 12, 2004
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David G. Turner
/s/ Rachelle B. Chong Director October 12, 2004
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Rachelle B. Chong
/s/ Andrew G. Mills Director October 12, 20044
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Andrew G. Mills
/s/ Dorothy A. Terrell Director October 12, 2004
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Dorothy A. Terrell
/s/ Kevin C. Melia Director October 12, 2004
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Kevin C. Melia
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