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. 2004 STOCK INCENTIVE 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, 1,574,800(1) (2) (3) $4.70(4) $7,401,560.00 $937.78
$.01 par value
Common Stock, 925,200(2) (3) (5) $5.02(6) $4,644,504.00 $588.46
$.01 par value
(1) Represents shares of common stock issuable upon exercise of
outstanding awards granted under the Lightbridge, Inc. 2004 Stock Incentive Plan
(the "Plan").
(2) Pursuant to Rule 416(a) under the Securities Act of 1933, the
number of shares of Common Stock being registered shall be adjusted to include
any additional shares which may become issuable as a result of stock splits,
stock dividends, or similar transactions in accordance with the anti-dilution
provisions of the Lightbridge, Inc. 2004 Stock Incentive Plan, the Lightbridge,
Inc. 1998 Non-Statutory Stock Option Plan and the Lightbridge, Inc. 1996
Incentive and Non-Qualified Stock Option Plan.
(3) This Registration Statement also includes an aggregate of 5,350,000
shares of Common Stock previously registered on Form S-8 Registration Statement
No. 333-23937, filed on March 25, 1997, Form S-8 Registration Statement No.
333-67881, filed on November 25, 1998, Form S-8 Registration Statement No.
333-43588, filed on August 11, 2000, and Form S-8 Registration Statement No.
333-56774, filed on March 9, 2001. In connection with such previously registered
shares of Common Stock, the Registrant has paid fees of $2,347, $2,176,
$8,085.83 and $6,125, respectively. In connection with this Registration
Statement, the Registrant is paying a fee based solely on the additional
2,500,000 shares of Common Stock being registered herein.
(4) Calculated pursuant to Rule 457 (h)(1) under the Securities Act of
1933 based on the average exercise price of awards outstanding under the Plan.
(5) Represents shares of common stock available for issuance pursuant
to the Plan.
(6) 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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EXPLANATORY NOTE
On June 2, 2004, the stockholders of Lightbridge, Inc. ("Lightbridge"
or the "Registrant") approved Lightbridge's 2004 Stock Incentive Plan (the "2004
Plan"). The 2004 Plan provides for the issuance of a number of shares of Common
Stock equal to (i) 2,500,000 shares (the "New Plan Shares"), plus (ii) the
number of shares remaining available for future grants under Lightbridge's 1998
Non-Statutory Stock Option Plan and 1996 Incentive and Non-Qualified Stock
Option Plan (the "Prior Plans") as of the effective date of the 2004 Plan, and
plus (iii) the number of shares subject to any stock option granted pursuant to
the Prior Plans that expires, is cancelled or otherwise terminates (other than
by exercise) after the effective date of the 2004 Plan. The purpose of this
Registration Statement is to register the New Plan Shares for issuance under the
2004 Plan. The Registrant previously registered an aggregate of 5,350,000 shares
authorized for issuance pursuant to the Prior Plans in earlier filed
registration statements on Form S-8 (Registration Nos. 333-23937, 333-67881,
333-43588 and 333-56774), the contents of which the Registrant incorporates by
reference herein for the purposes of General Instruction E to Form S-8.
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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 Registrant, 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) Lightbridge, Inc. 2004 Stock Incentive Plan
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 the Registrant's definitive Proxy
Statement dated May 3, 2004.
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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, 2004
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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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