UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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) February 10, 2005
Lionbridge Technologies, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| | |
| 000-26933 | | 04-3398462 |
| (Commission File Number) | | (IRS Employer Identification No.) |
| | |
| 1050 Winter Street, Suite 2300, Waltham, MA | | 02451 |
| (Address of Principal Executive Offices) | | (Zip Code) |
781-434-6000
(Registrant’s Telephone Number, Including Area Code)
(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 (seeGeneral Instruction A.2. below):
| ¨ | 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)) |
INFORMATION TO BE INCLUDED IN THE REPORT
Item 2.02 Results of Operations and Financial Condition.
Attached hereto as Exhibit 99.1 and incorporated by reference herein is financial information for the registrant for the fourth quarter and year ended December 31, 2004 and forward-looking statements relating to 2005, as presented in a press release of February 10, 2005. The information in this Current Report on Form 8-K is furnished under Item 2.02 - “Results of Operations and Financial Condition.” Such information, including the exhibits attached hereto, shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.
Section 8 – Other Events
Item 8.01 Other Events.
On February 10, 2005, Lionbridge Technologies, Inc. issued a press release reporting that it had filed a Form S-3 shelf registration statement with the Securities and Exchange Commission (SEC). When declared effective by the SEC, the registration statement will permit Lionbridge to issue from time to time, up to an aggregate of $130 million of Lionbridge common stock. The net proceeds of any sale of securities by Lionbridge may be used for general corporate purposes, including strategic acquisitions or investments. A copy of this press release is filed herewith as Exhibit 99.2.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
The following Exhibits are filed as part of this report:
| | |
Exhibit No.
| | Description
|
| 99.1 | | Press Release dated February 10, 2005 relating to financial information |
| 99.2 | | Press Release dated February 10, 2005 relating to the filing of a Registration Statement on Form S-3 |
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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.
| | |
| | | LIONBRIDGE TECHNOLOGIES, INC. |
| | | (Registrant) |
| |
| Date February 10, 2005 | | |
| | | /s/ Stephen J. Lifshatz
|
| | | (Signature)* |
| | | Stephen J. Lifshatz, Chief Financial Officer |
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EXHIBIT INDEX
| | |
Exhibit No.
| | Description
|
| 99.1 | | Press Release dated February 10, 2005 relating to financial information |
| 99.2 | | Press Release dated February 10, 2005 relating to the filing of a Registration Statement on Form S-3 |
