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): | | May 1, 2013 |
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 8. Other Events
Beginning in 2010, Lionbridge Technologies, Inc. granted performance-based equity awards (the “PSA”) to key employees under its 2005 Stock Incentive Plan and its 2011 Stock Incentive Plan. These PSAs vest in two or three years from date of grant only to the extent the performance metrics related to revenue and profitability are attained. Determination of Average Unadjusted Burn Rate for 2010-2012 with respect to equity grants under the Lionbridge Plans is based on the actual number of PSAsissued in any such year (after determination of attainment of performance metrics), rather than the number of PSAs granted in any such year (as PSA grants may be forfeited if performance metrics have not been met).
Accordingly, the Company’s Average Unadjusted Burn Rate for 2010-2012 is 3.85%, determined as follows:
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| | | A= Total Number of | | B=Number of | | | | | | |
| | | Full Value Awards | | Performance Awards | | | | | | |
| | | and Performance | | Granted and | | C=Number of | | | | |
| | | Awards Granted | | included in Total | | Performance Awards | | D=Number of Options | | E-Weighted Common |
| Year | | (“Total Awards”) | | Awards | | issued | | Granted | | Shares Outstanding |
| 2010 | | | 2,065,511 | | | | 842,000 | | | | 0 | | | | 470,500 | | | | 56,690,000 | |
| 2011 | | | 2,134,826 | | | | 340,000 | | | | 0 | | | | 424,500 | | | | 57,859,000 | |
| 2012 | | | 2,090,621 | | | | 412,500 | | | | 694,549 | | | | 422,500 | | | | 59,102,000 | |
Column A minus Column B, plus Column C, plus Column D
Divided by Column E = “Sub-Total”. Divide “Sub-Total” by 3 for the Average Unadjusted Burn Rate for 2010-2012.
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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| May 1, 2013 | | By: | | Margaret A. Shukur
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| | | | | Name: Margaret A. Shukur |
| | | | | Title: Senior Vice President and General Counsel |
