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o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
o | Soliciting Material Pursuant to §240.14a-12 |
þ | No fee required. |
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Date: | Monday, June 20, 2005 | |||
Time: | 9:00 a.m. | |||
Location: | Lightbridge, Inc. 30 Corporate Drive Burlington, Massachusetts 01803 |
• | elect two Class III directors, each for a three-year term; and | |
• | consider any other business properly presented at the meeting. |
By order of the Board of Directors, | |
Eugene J. DiDonato | |
Secretary |
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INFORMATION ABOUT THE MEETING | ||||
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PROPOSAL 1: ELECTION OF TWO DIRECTORS | ||||
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OUR BOARD OF DIRECTORS | ||||
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OUR EXECUTIVE OFFICERS | ||||
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INFORMATION ABOUT COMMON STOCK OWNERSHIP AND PERFORMANCE | ||||
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INFORMATION ABOUT OUR AUDIT COMMITTEE AND AUDITORS | ||||
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OTHER MATTERS | ||||
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• | This proxy statementsummarizes information about the proposals to be considered at the meeting and other information you may find useful in determining how to vote. | |
• | The proxy cardis the means by which you actually authorize another person to vote your shares at the meeting in accordance with your instructions. |
• | To vote in person, you must attend the meeting, and then complete and submit the ballot provided at the meeting. | |
• | To vote by proxy, you must complete and return the enclosed proxy card. Your proxy card will be valid only if you sign, date and return it before the meeting. By completing and returning the proxy card, you will direct the persons named on the proxy card to vote your shares at the meeting in the manner you specify. If you complete all of the proxy card except the voting instructions, then the designated persons will vote your shares FOR the election of the nominated directors. If any other business properly comes before the meeting, then the designated persons will have the discretion to vote in any manner. |
• | sending written notice to our Secretary at our address set forth on the notice of meeting appearing on the cover of this proxy statement; | |
• | voting again by proxy on a later date; or | |
• | attending the meeting, notifying our Secretary that you are present, and then voting in person. |
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Robert E. Donahue Class III Director Nominee | Mr. Donahue joined our Board of Directors in January 2004, and has served as our President and Chief Executive Officer since August 2004. From November 2003 to January 2004, Mr. Donahue provided financial consulting services to KO Instruments, Inc., an electronic instruments manufacturer. From November 2002 until November 2003, Mr. Donahue was Vice President and General Manager, Americas After Market Solutions at Celestica Inc., an electronics manufacturing services provider. From October 2000 to March 2002, Mr. Donahue was President and Chief Operating Officer of Manufacturers Services Ltd., an electronic manufacturing services company. From January 1999 to October 2000, Mr. Donahue was President and Chief Financial Officer at Manufacturers Services Ltd. and from August 1997 to January 1999, he was Chief Financial Officer of that company. Mr. Donahue currently serves as a director of Concord Communications, Inc., a network management software company. Mr. Donahue is 56 years old. | |
Kevin C. Melia Class III Director Nominee | Mr. Melia has served on the Board of Directors since October 2002, and was elected Chairman of the Board in March 2003. From January 2002 through January 2003 and from June 1994 through January 2002 he served as Chairman, and Chairman and Chief Executive Officer, respectively, of Manufacturers Services Ltd., an electronic manufacturing services company. He currently serves as Chairman of the Board of Directors and member of the Audit Committee of Iona Technologies PLC, a provider of integration software, a Director of Radisys Corporation, a hardware design company and Chairman of the Board of Directors of Manugistics Group, Inc., a software distribution company. Mr. Melia is 57 years old. |
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Gary E. Haroian Class I Director | Mr. Haroian was elected to our Board of Directors in February 2005. Mr. Haroian is currently a consultant to emerging technology companies. From April 2000 to October 2002, Mr. Haroian served in various positions at Bowstreet, Inc., a provider of software application tools, including as Chief Financial Officer, Chief Operating Officer and Chief Executive Officer. From 1997 to 2000, Mr. Haroian served as Senior Vice President of Finance and Administration and Chief Financial Officer of Concord Communications, Inc., a network management software company. Mr. Haroian served as a Certified Public Accountant for a major public accounting firm prior to his career as an executive in the technology industry. Mr. Haroian is a member of the Board of Directors and Chairman of the Audit Committee of Network Engines, Inc., a developer and manufacturer of security and storage appliances. Mr. Haroian also currently serves as a member of the Board of Directors and Chairman of the Audit Committee of Aspen Technology, Inc., a provider of software and implementation services to the process industries, and currently serves as a member of the Board of Directors and Chairman of the Audit Committee of Embarcadero Technologies, Inc., a provider of data lifecycle management solutions. Mr. Haroian is 53 years old. | |
Rachelle B. Chong Class II Director | Ms. Chong has served as one of our directors since February 2001. She joined our board under the terms of our merger agreement with Corsair Communications, Inc. Ms. Chong had served as a director of Corsair since December 1998. Since July 2001, she has been President of Carina Jewelry Inc., a retail jewelry business ande-commerce company. From January 2000, she served as General Counsel and Vice President, Government Affairs, of BroadBand Office, Inc. (BBO), a provider of communications, Internet and ebusiness solutions in large office buildings. BBO filed a petition under Chapter 11 of the US Bankruptcy Code in May 2001. Prior to BBO, she was a partner specializing in communications and Internet matters with the multinational law firm of Coudert Brothers in San Francisco and Palo Alto. From May 1994 to November 1997, she served as a Commissioner of the Federal Communications Commission in Washington, D.C. Prior to her federal government service, Ms. Chong was a partner with the law firms of Graham & James and Coudert Brothers. Ms. Chong is 45 years old. |
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Andrew G. Mills Class II Director | Mr. Mills has served as one of our directors since May 2000. Mr. Mills was the founder of Intego Solutions, Inc. a company formed to seek opportunities for buyouts and major recapitalizations in the business-to- business information services sector. Mr. Mills served as Chairman of Intego Solutions, Inc. from January 1999 to April 2001. From January 1996 to December 1998, Mr. Mills was President and Chief Executive Officer of Thomson Financial and Professional Publishing Group, a provider of financial, legal, regulatory and human resource information products and work solutions. From 1990 to December 1995, Mr. Mills was President of Thompson Financial Services, a provider of investment research. Mr. Mills is 52 years old. | |
David G. Turner Class II Director | Mr. Turner joined our Board of Directors in January 2004. Since February 2004, Mr. Turner has been Group Executive of Research and Development of MBNA. From July 2003 to February 2004, Mr. Turner was Senior Executive Vice President, eBusiness Channels and Internet Operations and a member of the Senior Operating Committee of MBNA. From November 2002 to June 2003, Mr. Turner was Executive Vice President of Gateway Business at Gateway, Inc. From November 2001 to November 2002, he was Senior Vice President of Sales and Marketing at Gateway. From April 2000 to November 2001, Mr. Turner was Vice President of Marketing and CMO at Gateway. From 1986 to January 2000, Mr. Turner held various positions at AT&T, including most recently that of Vice President, eBusiness. Mr. Turner is a member of the Board of Directors of the United States Chamber of Commerce. Mr. Turner is 40 years old. |
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Audit Committee: | Nominating and Governance Committee: | Compensation Committee: | ||
Gary E. Haroian,Chair | Andrew G. Mills,Chair | Rachelle B. Chong,Chair | ||
Kevin C. Melia | Kevin C. Melia | David G. Turner | ||
Andrew G. Mills | Rachelle B. Chong | Kevin C. Melia |
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• | The name and address of the stockholder and the class and number of shares beneficially owned by the stockholder and owned of record by the stockholder; and | |
• | All information relating to the candidate that is required to be disclosed in solicitation of proxies for election of a director, or is otherwise required pursuant to Regulation 14A under the Securities and Exchange Act of 1934 or any other statute, rule or regulation applicable thereto. |
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• | any prior grants held by the director have fully vested; or | |
• | at least two annual meetings of stockholders (or special meetings in lieu thereof) have elapsed between any prior grant made to the director and the meeting upon which the subsequent grant would occur. |
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Robert E. Donahue President and Chief Executive Officer | You will find background information about Mr. Donahue on page 5. | |
Timothy C. O’Brien Vice President, Finance and Administration, Chief Financial Officer and Treasurer | Mr. O’Brien has served as our Vice President, Finance and Administration, Chief Financial Officer and Treasurer since June 2004. From June 2001 until April 2003, Mr. O’Brien served as Chief Financial Officer and board member of E Ink Corporation, a provider of visual communication technology. From June 2000 until May 2001, Mr. O’Brien served as Chief Financial Officer and board member of WebCT, Inc., a provider of e-learning systems for educational institutions. From March 1995 to March 2000, Mr. O’Brien served as Chief Financial Officer and board member of Ziff-Davis Holdings, Inc., a publishing and media company. Mr. O’Brien is 56 years old. | |
Roy Banks President, Authorize.Net | Mr. Banks has served as President of our Payment Processing Services business unit since October 2004. From March 2004 until October 2004, he served as General Manager of Authorize.Net Corporation. From June 2000 until March 2004, he served as General Manager of InfoSpace, Inc., a provider and publisher of mobile content and applications in North America. From August 1999 until June 2000, Mr. Banks served as the Vice President of Business Development at Go2Net, an internet infrastructure provider. Mr. Banks is 38 years old. | |
Eugene J. DiDonato Vice President and General Counsel | Mr. DiDonato has served as our corporate Secretary since April 2005 and as our Vice President and General Counsel since December 2000. He joined Lightbridge in November 2000. From July 1997 to November 2000, Mr. DiDonato served as the Vice President and General Counsel of Peritus Software Services, Inc., a publicly traded, technology-backed, software services company. From November 1993 to June 1997, Mr. DiDonato served as the Vice President and General Counsel of Cayenne Software, Inc. (formerly Bachman Information Systems, Inc.), a publicly traded software and services company. Mr. DiDonato is 48 years old. |
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Summary Compensation Table for 2004, 2003 and 2002 |
• | Robert E. Donahue and Pamela D.A. Reeve, each of whom served as our chief executive officer during a portion of 2004; | |
• | our four other most highly compensated executive officers in 2004 who continued to serve as executive officers on December 31, 2004; and | |
• | two individuals who were among our four most highly compensated executive officers in 2004 but who were not serving as executive officers on December 31, 2004. |
Long-Term | |||||||||||||||||||||||||
Compensation | |||||||||||||||||||||||||
Awards | |||||||||||||||||||||||||
Annual Compensation | Other Annual | Securities | All Other | ||||||||||||||||||||||
Compensation | Underlying | Compensation | |||||||||||||||||||||||
Name and Principal Position(s) | Year | Salary($) | Bonus($)(1) | ($)(2) | Options(#) | ($)(3) | |||||||||||||||||||
Robert E. Donahue(4) | 2004 | $ | 157,500 | $ | 161,417 | — | 325,000 | $ | 3,600 | ||||||||||||||||
President and Chief Executive | |||||||||||||||||||||||||
Officer | |||||||||||||||||||||||||
Timothy C. O’Brien(5) | 2004 | $ | 153,462 | $ | 78,333 | — | 250,000 | $ | 3,808 | ||||||||||||||||
Vice President, Finance and | |||||||||||||||||||||||||
Administration, Chief Financial | |||||||||||||||||||||||||
Officer and Treasurer | |||||||||||||||||||||||||
Roy Banks(6) | 2004 | $ | 117,864 | $ | 76,000 | — | 100,000 | $ | 3,219 | ||||||||||||||||
President, Authorize.Net | |||||||||||||||||||||||||
Judith A. Dumont(7) | 2004 | $ | 226,729 | $ | 95,680 | — | 100,000 | $ | 5,736 | ||||||||||||||||
President, Telecom Decisioning | 2003 | $ | 198,077 | $ | 75,000 | — | 50,000 | $ | 4,998 | ||||||||||||||||
Services | 2002 | $ | 190,000 | $ | 71,510 | — | — | $ | 4,750 | ||||||||||||||||
Eugene J. DiDonato | 2004 | $ | 198,846 | $ | 52,000 | — | 75,000 | $ | 5,578 | ||||||||||||||||
Vice President, General Counsel | 2003 | $ | 188,077 | $ | 38,000 | — | — | $ | 5,229 | ||||||||||||||||
2002 | $ | 180,000 | $ | 33,570 | — | 20,000 | $ | 5,400 | |||||||||||||||||
Pamela D.A. Reeve(8) | 2004 | $ | 247,500 | — | $ | 35,234 | 200,000 | $ | 890,411 | ||||||||||||||||
Former Chief Executive Officer | 2003 | $ | 390,000 | $ | 175,000 | $ | 23,930 | 50,000 | $ | 6,000 | |||||||||||||||
2002 | $ | 390,000 | $ | 97,920 | $ | 17,302 | — | $ | 5,500 | ||||||||||||||||
Edward DeArias(9) | 2004 | $ | 219,615 | — | — | 50,000 | $ | 308,848 | |||||||||||||||||
Former Vice President, | 2003 | $ | 225,000 | $ | 55,000 | $ | 74,250 | — | $ | 6,000 | |||||||||||||||
Worldwide Sales and Marketing | 2002 | $ | 17,308 | $ | 25,000 | — | — | — | |||||||||||||||||
Harlan B. Plumley(10) | 2004 | $ | 118,265 | — | — | — | $ | 255,198 | |||||||||||||||||
Former Vice President, Finance | 2003 | $ | 225,000 | $ | 56,250 | — | — | — | |||||||||||||||||
and Administration, Chief | 2002 | $ | 225,000 | $ | 105,370 | — | 100,000 | — | |||||||||||||||||
Financial Officer and Treasurer |
(1) | Represents the bonus amounts earned by the named individuals in respect of the applicable year. | |
(2) | Represents sales commissions paid to Mr. DeArias, amounts for personal use of Company car for Ms. Reeve and tax reimbursement for use by and transfer to Ms. Reeve of Company car. | |
(3) | Represents matching contributions made pursuant to the Company’s 401(k) Plan, severance and related payments paid, payable or accrued for terminated employees including outplacement costs, accrued vacation balances and COBRA costs for Ms. Reeve, Mr. DeArias and Mr. Plumley, the value of the car transferred to Ms. Reeve, and costs for life insurance premiums for Ms. Reeve. | |
(4) | Mr. Donahue became an executive officer of Lightbridge in August 2004. |
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(5) | Mr. O’Brien joined Lightbridge in June 2004. | |
(6) | Mr. Banks joined Lightbridge in March 2004 in connection with our acquisition of Authorize.Net. Corporation. | |
(7) | Ms. Dumont’s employment terminated in January 2005. Information concerning Ms. Dumont’s severance payments and related benefits is set forth in “Employment, Separation and Change in Control Agreements” below. | |
(8) | Ms. Reeve’s employment terminated in August 2004. | |
(9) | Mr. DeArias joined Lightbridge in December 2002 and his employment terminated in October 2004. |
(10) | Mr. Plumley’s employment terminated in June 2004. |
Option Grants in 2004 |
Potential Realizable Value | ||||||||||||||||||||||||
Individual Grants | at Assumed Annual Rate of | |||||||||||||||||||||||
Stock Price Appreciation | ||||||||||||||||||||||||
% of Total | Exercise | for Option Term(3) | ||||||||||||||||||||||
Options | Price Per | Expiration | ||||||||||||||||||||||
Name | # of Shares | Granted(1) | Share(2) | Date | 5%($) | 10%($) | ||||||||||||||||||
Robert E. Donahue | 25,000 | 0.85 | % | $ | 8.80 | 1/14/2014 | $ | 138,357 | $ | 350,623 | ||||||||||||||
300,000 | 10.33 | % | 3.76 | 8/3/2014 | 709,393 | 1,797,741 | ||||||||||||||||||
Timothy C. O’Brien | 250,000 | 8.61 | % | 5.50 | 6/30/2014 | 864,730 | 2,191,396 | |||||||||||||||||
Roy Banks | 15,000 | 0.52 | % | 4.67 | 9/14/2014 | 44,054 | 111,642 | |||||||||||||||||
25,000 | 0.86 | % | 4.90 | 9/30/2014 | 77,040 | 195,233 | ||||||||||||||||||
60,000 | 2.07 | % | 6.36 | 3/31/2014 | 239,986 | 608,172 | ||||||||||||||||||
Judith A. Dumont | 80,000 | 2.75 | % | 7.70 | 2/8/2014 | 387,399 | 981,745 | |||||||||||||||||
20,000 | 0.69 | % | 4.67 | 9/14/2014 | 58,739 | 148,856 | ||||||||||||||||||
Eugene J. DiDonato | 60,000 | 2.07 | % | 7.70 | 2/8/2014 | 290,549 | 736,309 | |||||||||||||||||
15,000 | 0.52 | % | 4.67 | 9/14/2014 | 44,054 | 111,642 | ||||||||||||||||||
Pamela D.A. Reeve | 200,000 | 6.89 | % | 7.85 | 2/18/2014 | 987,365 | 2,502,176 | |||||||||||||||||
Edward DeArias | 50,000 | 1.72 | % | 7.70 | 3/31/2014 | 242,124 | 613,591 |
(1) | Percentages are calculated based on a total of 2,904,430 options granted in the year ended December 31, 2004. |
(2) | All options were granted at fair market value, which was determined by the Compensation Committee to be the closing price of our common stock on the date of grant, as reported by The Nasdaq Stock Market (National Market System). |
(3) | The amounts shown represent hypothetical values that could be achieved for the respective options if exercised at the end of their option terms. These gains are based on assumed rates of stock appreciation of five percent and ten percent, compounded annually from the date the respective options were granted to the date of their expiration. The gains shown are net of the option price, but do not include deductions for taxes or other expenses that may be associated with the exercise. Actual gains, if any, on stock option exercises will depend on future performance of the common stock, the optionholders’ continued employment through the option period, and the date on which the options are exercised. |
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Aggregated Option Exercises in 2004 and Option Values at December 31, 2004 |
Number of Securities | Value of Unexercised | |||||||||||||||||||||||
Shares | Underlying Unexercised | In-the-Money Options | ||||||||||||||||||||||
Acquired | Value | Options at Fiscal Year-End | at Fiscal Year-End($)(2) | |||||||||||||||||||||
On | Realized | |||||||||||||||||||||||
Name | Exercise(#) | ($)(1) | Exercisable(#) | Unexercisable(#) | Exercisable($) | Unexercisable($) | ||||||||||||||||||
Robert E. Donahue | — | $ | — | 100,000 | 225,000 | $ | 228,000 | $ | 456,000 | |||||||||||||||
Timothy C. O’Brien | — | — | 25,000 | 225,000 | 13,500 | 121,500 | ||||||||||||||||||
Roy Banks | — | — | 10,562 | 89,438 | 5,675 | 43,375 | ||||||||||||||||||
Judith A. Dumont | — | — | 99,161 | 79,839 | 3,768 | 23,633 | ||||||||||||||||||
Eugene J. DiDonato | — | — | 70,626 | 64,374 | 2,825 | 17,725 | ||||||||||||||||||
Pamela D.A. Reeve | 200,000 | $ | 1,454,000 | 700,000 | — | — | — | |||||||||||||||||
Edward DeArias | — | — | 53,125 | — | — | — |
(1) | The values in this column are based on the last reported sale prices of the common stock on the respective dates of exercise as reported by The Nasdaq Stock Market (National Market System), less the respective option exercise prices. |
(2) | The closing sale price for the common stock as reported by The Nasdaq Stock Market (National Market System) on December 31, 2004 was $6.04. Value is calculated on the basis of the difference between the option exercise price and $6.04, multiplied by the number of shares of common stock underlying the option. |
Equity Compensation Plans |
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Number of shares | Number of shares remaining | |||||||||||
to be issued upon | Weighted-average | available for future issuance | ||||||||||
exercise of | exercise price of | under equity compensation | ||||||||||
outstanding options, | outstanding options, | plans (excluding shares | ||||||||||
Plan category | warrants and rights | warrants and rights | reflected in column (a)) | |||||||||
(a) | (b) | (c) | ||||||||||
Equity compensation plans approved by stockholders | 4,194,675 | (1) | $ | 7.75 | 2,499,857 | |||||||
Equity compensation plans not approved by stockholders | 487,901 | 10.09 | — | |||||||||
Total | 4,682,576 | $ | 8.00 | 2,499,857 | ||||||||
(1) | This table includes shares of common stock issuable pursuant to stock option plans that we assumed in connection with our acquisitions of Coral Systems, Inc. in November 1997 and Corsair Communications, Inc. in February 2001. |
• | structuring executive compensation programs in a manner that will enable Lightbridge to attract and retain key executives; | |
• | rewarding executives for Lightbridge’s achievement of financial goals or other business objectives, in order to create a performance-oriented environment; and | |
• | providing executives with an equity interest in Lightbridge so as to link a portion of their compensation with the performance of the common stock. |
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Rachelle B. Chong,Chair | |
David G. Turner | |
Kevin C. Melia |
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Number of | Total Shares | ||||||||||||||||
Shares | Right to | Beneficially | |||||||||||||||
Names and Addresses of Beneficial Holders(1) | Owned(2) | Acquire(3) | Owned | Percent | |||||||||||||
Wells Fargo & Company(4) | |||||||||||||||||
420 Montgomery Street | |||||||||||||||||
San Francisco, CA 94104 | |||||||||||||||||
Wells Capital Management Incorporated | |||||||||||||||||
Wells Fargo Funds Management, LLC | 3,742,070 | — | 3,742,070 | 14.07 | % | ||||||||||||
525 Market Street | |||||||||||||||||
San Francisco, CA 94105 | |||||||||||||||||
Sidus Investment Partners, L.P. | |||||||||||||||||
Sidus Investments, Ltd. | |||||||||||||||||
Sidus Investment Management, LLC | |||||||||||||||||
Al Tobia | |||||||||||||||||
Mike Barone(5) | 1,945,000 | — | 1,945,000 | 7.31 | % | ||||||||||||
767 Third Avenue, 15th Floor | |||||||||||||||||
New York, NY 10017 | |||||||||||||||||
Conus Partners, Inc.(6) | |||||||||||||||||
Andrew Zacks | 1,489,369 | — | 1,489,369 | 5.60 | % | ||||||||||||
One Rockefeller Plaza, 19th Floor | |||||||||||||||||
New York, NY 10020 | |||||||||||||||||
Pamela D.A. Reeve | 36,826 | 700,000 | 736,826 | 2.70 | % | ||||||||||||
Harlan B. Plumley | — | — | — | * | |||||||||||||
Judith A. Dumont | — | 99,161 | 99,161 | * | |||||||||||||
Eugene J. DiDonato | — | 88,340 | 88,340 | * | |||||||||||||
Edward DeArias | — | — | — | * | |||||||||||||
Timothy C. O’Brien | — | 32,500 | 32,500 | ||||||||||||||
Roy Banks | — | 36,312 | 36,312 | ||||||||||||||
Rachelle B. Chong | 8,684 | 50,219 | 58,903 | * | |||||||||||||
Andrew G. Mills | 17,500 | 53,333 | 70,833 | * | |||||||||||||
Kevin C. Melia | 23,900 | 16,665 | 40,565 | * | |||||||||||||
Gary Haroian | — | — | — | * | |||||||||||||
Robert E. Donahue | — | 142,708 | 142,708 | * | |||||||||||||
David G. Turner | 11,850 | 8,333 | 20,183 | * | |||||||||||||
All current directors and executive officers as a group (9 persons) | 61,934 | 428,410 | 490,344 | 1.81 | % |
* | Less than one percent. |
(1) | The address of our executive officers and directors is in care of Lightbridge, Inc. at 30 Corporate Drive, Burlington, Massachusetts 01803. |
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(2) | Unless otherwise noted, each person or group identified possesses sole voting and investment power with respect to the shares listed, subject to community property laws where applicable. Excludes shares that may be acquired through the exercise of stock options or other rights. The shares shown as beneficially owned by Messrs. Plumley and DeArias and Madams. Reeve and Dumont are based on information available to the Company or provided by the holder. |
(3) | Represents shares that can be acquired through the exercise of stock options or other rights through June 21, 2005. |
(4) | The “Number of Shares Owned” is based on information contained in a report on Schedule 13G, filed with the Securities and Exchange Commission on February 22, 2005. The report states that |
• | Wells Fargo & Company has sole voting power with respect to 3,728,700 shares and sole dispositive power with respect to 3,525,075 shares | |
• | Wells Fargo Capital Management, LLC has sole voting power with respect to 834,630 shares and sole dispositive power with respect to 3,525,075 shares | |
• | Wells Fargo Funds Management, LLC has sole voting power with respect to 2,818,070 shares. |
(5) | The “Number of Shares Owned” is based on information contained in a report on Schedule 13G, filed with the Securities and Exchange Commission on February 11, 2005. The report states that Sidus Investment Partners, L.P., Sidus Investments, Ltd., Sidus Investment Management, LLC, Al Tobia and Mike Barone each have shared voting power and shared dispositive power with respect to the shares indicated. |
(6) | The “Number of Shares Owned” is based on information contained in an amendment to a report on Schedule 13G, filed with the Securities and Exchange Commission on February 11, 2005. The report states that Conus Partners, Inc. and Andrew Zacks each have shared voting power and shared dispositive power with respect to the shares indicated. |
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Gary Haroian,Chair | |
Kevin C. Melia | |
Andrew G. Mills |
Fees | ||||||||
Fee category | 2004 | 2003 | ||||||
Audit Fees | $ | 889,000 | $ | 290,000 | ||||
Audit-Related Fees | 86,000 | 15,000 | ||||||
Tax Fees | 161,000 | 70,000 | ||||||
All Other Fees | 87,000 | 48,000 | ||||||
Total Fees | $ | 1,223,000 | $ | 423,000 |
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SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF STOCKHOLDERS
LIGHTBRIDGE, INC.
Monday June 20, 2005
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
â Please detach along perforated line and mail in the envelope provided.â
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE TWO NOMINEES FOR DIRECTOR.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x
1. Election of Directors: | If this proxy is properly executed and returned, the shares represented thereby will be voted. If a choice is specified with respect to the matters to | |||||||||||||||
NOMINEES: | be acted upon, the shares will be voted upon the matters in accordance with the specifications made. IN THE ABSENCE OF ANY SPECIFICATION, THE | |||||||||||||||
o | FOR ALL NOMINEES | ¡ ¡ | Robert E. Donahue Kevin C. Melia | SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR EACH OF THE NOMINEES FOR DIRECTOR NAMED ON THIS PROXY. | ||||||||||||
o | WITHHOLD AUTHORITY | PLEASE MARK, SIGN, DATE AND RETURN CARD PROMPTLY USING THE ENCLOSED ENVELOPE. | ||||||||||||||
FOR ALL NOMINEES | ||||||||||||||||
o | FOR ALL EXCEPT (See instructions below) | |||||||||||||||
INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark“FOR ALL EXCEPT”and fill in the circle next to each nominee you wish to withhold, as shown here: l | ||||||||||||||||
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | o | |||||||||||||||
Signature of Stockholder | Date: | Signature of Stockholder | Date: |
Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
Table of Contents
Proof #3
LIGHTBRIDGE, INC.
The undersigned stockholder of Lightbridge, Inc. (the “Company”) hereby appoints Timothy C. O’Brien and Eugene J. DiDonato and each or any of them, proxies, with full power of substitution to each and to each substitute appointed pursuant to such power, of the undersigned to vote all shares of common stock of the Company that the undersigned may be entitled to vote at the Special Meeting in Lieu of 2005 Annual Meeting of Stockholders of the Company to be held on Monday, June 20, 2005, and at any and all adjournments thereof (the “Meeting”), with all powers the undersigned would possess if personally present. The proxies are authorized to vote as indicated on the reverse side upon the matters set forth on the reverse side and in their discretion upon all other matters that may properly come before the Meeting. The undersigned hereby acknowledges receipt of a copy of the accompanying Notice of Special Meeting in Lieu of 2005 Annual Meeting of Stockholders and Proxy Statement for the Meeting and hereby revokes all proxies, if any, heretofore given by the undersigned to others for said Meeting.
(IMPORTANT - TO BE SIGNED AND DATED ON REVERSE SIDE)