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): | | October 31, 2008 |
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 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 third quarter of fiscal 2008, and forward-looking statements relating to 2008, as presented in a press release of November 5, 2008. 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.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Nominating and Compensation Committee of the Board of Directors of Lionbridge authorized the amendment and restatement of the following plans or agreements between Lionbridge and its Executive Officers to conform to the requirements of Section 409A of the Internal Revenue Code, and such plans and agreements were amended effective October 31, 2008: The Lionbridge Change of Control Policy; the Change of Control Agreement between each of Henri Broekmate, Satish Maripuri and Donald M. Muir and Paula Shannon (each a Tier I Officer); and the Employment Agreement between Lionbridge and Rory J. Cowan. No changes to the amount or type of benefits payable under any of these Agreements were made. The description of the changes to these Agreements and Plan is qualified in its entirety by reference to the copies thereof filed as Exhibits 10.1, 10.2 and 10.3 to this Form 8-K, which are incorporated by reference.
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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| November 5, 2008 | | By: | | Donald M. Muir
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| | | | | Name: Donald M. Muir |
| | | | | Title: Chief Financial Officer |
Exhibit Index
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| Exhibit No. | | Description |
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|
10.1 | | Amended and Restated Lionbridge Change of Control Plan |
10.2 | | Amended and Restated Change of Control Agreement between Lionbridge and Executive Officers |
99.1 | | Press Release dated November 5, 2008 |
