UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): March 14, 2005
LIGHTBRIDGE, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-21319 04-3065140
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
30 Corporate Drive, Burlington, MA 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
On March 14, 2005, the Compensation Committee of the Board of Directors of
Lightbridge, Inc. ("Lightbridge" or the "Company") approved individual
management goals ("MBOs") for 2005 for Robert Donahue, its President and Chief
Executive Officer, under his Employment Agreement dated January 7, 2005. The
MBOs set forth criteria to be used to determine Mr. Donahue's eligibility for a
bonus in respect of the year 2005. The foregoing description of the MBOs does
not purport to be complete and is qualified in its entirety by the terms and
conditions of the MBOs, which are included as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated by reference herein.
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On March 17, 2005, Lightbridge issued a press release announcing changes
to the Company's previously announced unaudited financial results for the
quarter and year ended December 31, 2004 contained in the Company's press
release dated January 27, 2005 and the unaudited segment financial information
for 2003 and 2004 in the Company's Current Report on Form 8-K dated February 4,
2005. The changes result from a change in the Company's accounting for operating
leases. The press release is included as Exhibit 99.1 to this Current Report on
Form 8-K and incorporated by reference herein.
The audited financial statements contained in the Company's Form 10-K for
the year ended December 31, 2004, which the Company filed on March 17, 2005,
reflect the change in accounting treatment. The press release included as
Exhibit 99.1 contains revised unaudited financial results for the quarter and
year ended December 31, 2004. Item 8.08 below contains revised unaudited segment
financial information for 2003 and 2004.
ITEM 8.01 OTHER EVENTS
On March 17, 2005, the Company provided the following revised historical
financial information for its changed operating segments.
LIGHTBRIDGE, INC. AND SUBSIDIARIES
UNAUDITED SEGMENT FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PERCENTAGE AMOUNTS)
QUARTER ENDED DECEMBER 31, 2004 YEAR ENDED DECEMBER 31, 2004
---------------------------------- ----------------------------------
AS PREVIOUSLY AS PREVIOUSLY
REPORTED AS ADJUSTED REPORTED AS ADJUSTED
------------- ------------ ------------- -------------
Revenues:
TDS $ 19,279 $ 19,279 $ 88,297 $ 88,297
Payment Processing 9,859 9,859 26,836 26,836
INS 3,334 3,334 17,540 17,540
Instant Conferencing -- -- 382 382
--------- --------- --------- ---------
Total revenues $ 32,472 $ 32,472 $ 133,055 $ 133,055
========= ========= ========= =========
Gross Profit (loss):
TDS $ 7,242 $ 6,971 $ 37,291 $ 37,020
Payment Processing 7,452 7,435 19,597 19,580
INS 1,542 1,540 8,792 8,790
Instant Conferencing (356) (356) (225) (225)
--------- --------- --------- ---------
Total gross margin $ 15,880 $ 15,590 $ 65,455 $ 65,165
========= ========= ========= =========
Gross Profit (loss)%
TDS 37.6% 36.2% 42.2% 41.9%
Payment Processing 75.6% 75.4% 73.0% 73.0%
INS 46.3% 46.2% 50.1% 50.1%
Instant Conferencing N/A N/A -58.9% -58.9%
--------- --------- --------- ---------
Total gross margin 48.9% 48.0% 49.2% 49.0%
========= ========= ========= =========
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
10.1 2005 MBOs for Robert Donahue
99.1 Press Release dated March 17, 2005 entitled "Lightbridge
Announces Revised Fourth Quarter and Year End 2004
Financial Results in Light of Recent Lease Accounting
Clarification by SEC"
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.
Date: March 17, 2005 By: /s/ Eugene J. DiDonato
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Eugene J. DiDonato
Vice President and
General Counsel