UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Date of Report (Date of Earliest Event Reported): | | December 4, 2006 |
Lionbridge Technologies, Inc.
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(Exact name of registrant as specified in its charter)
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| Delaware | 000-26933 | 04-3398462 |
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(State or other jurisdiction | _____________
(Commission | ______________
(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
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| 1050 Winter Street, Suite 2300, Waltham, Massachusetts | | 02451 |
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(Address of principal executive offices) | | ___________
(Zip Code) |
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| Registrant’s telephone number, including area code: | | 781-434-6000 |
Not Applicable
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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.
Lionbridge Technologies, Inc. (the "Company") is party to a Credit Agreement (the "Credit Agreement"), dated as of September 1, 2005, as amended, together with Lionbridge International (f/k/a Lionbridge Technologies Ireland) (the "Irish Borrower"), Lionbridge Technologies Holdings B.V. (the "Dutch Borrower"), Lionbridge Technologies Holdings B.V. ("Lionbridge BV"; together with the Company and the Irish Borrower, the "Borrowers"), VeriTest, Inc. ("VeriTest"), Lionbridge US, Inc. ("Lionbridge US"), Mentorix Technologies Inc. ("Mentorix"), Lionbridge Global Solutions Federal, Inc. ("Federal"), Lionbridge Global Solutions II, Inc. ("LGS II"); together with VeriTest, Lionbridge US, Mentorix, and such other material domestic subsidiaries of the Company as may from time to time become a party to the Credit Agreement, the "US Guarantors"), Lionbridge of Europe B.V., Lionbridge Technologies B.V., Lionbridge Holdings Luxembourg Sarl and Lionbridge Luxembourg Sarl, (the "Foreign Guarantors"), the several banks and fi nancial institutions as may become parties to the Credit Agreement (collectively, the "Lenders") and Wachovia Bank, National Association, as administrative agent for the Lenders ("Wachovia").
Effective as of December 4, 2006, Mentorix merged with and into Lionbridge Mauritius Ltd. ("Lionbridge Mauritius") and accordingly, Lionbridge Mauritius became a party to the Credit Agreement as a Foreign Guarantor.
Pursuant to the Credit Agreement, the Company and the US Guarantors (collectively, the "Pledgors") have pledged a security interest in 65% of the issued and outstanding voting capital stock of certain of the Company's foreign subsidiaries and 100% of the issued and outstanding non-voting capital stock of certain of the Company's foreign subsidiaries.
The obligations of the Company under the Credit Agreement are guaranteed by each US Guarantor, and the obligations of the Irish Borrower and the Dutch Borrower are guaranteed by each of the Foreign Guarantors.
The foregoing description of th e Credit Agreement and the ancillary agreements does not purport to be a complete statement of the parties' rights under such agreements and is qualified in its entirety by reference to the full text of the agreements which are attached hereto as Exhibits 10.1 through 10.3.
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.
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| | | Lionbridge Technologies, Inc. |
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| December 7, 2006 | | By: | | Stephen J. Lifshatz
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| | | | | Name: Stephen J. Lifshatz |
| | | | | Title: Chief Financial Officer |
Exhibit Index
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| Exhibit No. | | Description |
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10.1 | | Joinder Agreement dated as of December 4, 2006 among Lionbridge Mauritius Ltd., Wachovia Bank, National Association, and the other parties named therein. |
10.2 | | Share Pledge Agreement dated as of December 4, 2006 by and between Lionbridge Mauritius Ltd. and Wachovia Bank, National Association. |
10.3 | | Deed of Floating Charge dated as of December 4, 2006 by and among Lionbridge Mauritius Ltd. and Wachovia Bank, National Association |
