EXHIBIT 99.3
INVESTMENT AGREEMENT
This Investment Agreement, dated May 18, 2000, is between Lionbridge
Technologies, Inc., a Delaware corporation ("PARENT"), and you as the
undersigned stockholder (the "STOCKHOLDER") of Harvard Translations, Inc., a
Massachusetts corporation ("HT").
A. Parent, HT Acquisition Corp., a Massachusetts corporation and a
wholly owned subsidiary of Parent ("MERGER SUB"), HT and Robert C. Sprung have
entered into an Agreement and Plan of Reorganization dated as of March 30, 2000
(the "REORGANIZATION AGREEMENT").
B. The Reorganization Agreement provides for the merger of Merger Sub
into HT (the "MERGER"). Upon the consummation of the Merger, the undersigned
Stockholder will become the owner of shares of Common Stock of Parent (the
"PARENT COMMON STOCK").
C. All capitalized terms shall have the same meaning as defined in the
Reorganization Agreement unless otherwise indicated herein.
Intending to be legally bound, and in consideration of the premises and
the mutual representations, warranties, covenants and agreements contained
herein, Parent and you, as the Stockholder, hereby agree as follows:
1. SECURITIES ACT MATTERS. You acknowledge and agree that the Parent
Common Stock to be issued to you has not been (and at the time of acquisition by
you, will not have been) registered under the Securities Act of 1933, as
amended, or any similar federal statute, and the rules and regulations of the
Securities and Exchange Commission thereunder (collectively, the "SECURITIES
ACT") or under the securities laws of any state, in reliance upon certain
exemptive provisions of such statutes, and have not been registered under or
qualified under the securities or other laws of any other jurisdiction. You
recognize and acknowledge that such claims of exemption are based, in part, upon
your representations contained in this Agreement. You further recognize and
acknowledge that, because the Parent Common Stock is not registered under
federal and state laws, it is not presently eligible for public resale, and may
only be resold, assigned, transferred, pledged or otherwise disposed of pursuant
to an effective registration statement under the Securities Act and any
applicable state securities laws, or pursuant to a valid exemption from such
registration requirements. You recognize and acknowledge that Rule 144
promulgated under the Securities Act (which facilitates routine sales of
securities in accordance with the terms and conditions of that Rule, including a
holding period requirement) is not now available to you for resale of the Parent
Common Stock, and you recognize and acknowledge that, in the absence of the
availability of Rule 144, a sale pursuant to a claim of exemption from
registration under the Securities Act would require compliance with some other
exemption under the Securities Act, none of which may be available for resale or
other disposition of the Parent Common Stock by you. You recognize and
acknowledge that Parent is under no obligation to register the Parent Common
Stock, either pursuant to the Securities Act or the securities laws of any state
or to supply the information which may be necessary to enable you to sell the
Parent
Common Stock. You agree that Parent, at its discretion, may cause stop transfer
orders to be placed with its transfer agent with respect to the certificates
representing your shares of Parent Common Stock, and may place legends on such
certificates reflecting any applicable restrictions on transfer.
2. RESTRICTIVE LEGEND. Each certificate representing Parent Common
Stock shall, except as otherwise provided in this Section 2 or in Section 3, be
stamped or otherwise imprinted with a legend substantially in the following
form:
"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND MAY
NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS: (i)
THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND
APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION;
(ii) THE CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL
SATISFACTORY TO THE CORPORATION THAT SUCH TRANSACTION IS EXEMPT
FROM SUCH REGISTRATION OR (iii) THE CORPORATION IS OTHERWISE
SATISFIED THAT SUCH TRANSACTION IS EXEMPT FROM SUCH REGISTRATION.
THE HOLDER OF THIS SECURITY IS SUBJECT TO AN INVESTMENT AGREEMENT
DATED AS OF MAY 18, 2000, COPIES OF WHICH MAY BE OBTAINED FROM THE
SECRETARY OF THE CORPORATION."
Such certificates shall not bear such legend if in the opinion of counsel
satisfactory to Parent the securities being sold thereby may be publicly sold
without registration under the Securities Act and applicable state securities
laws or if such securities have been sold pursuant to Rule 144 or an effective
registration statement.
3. NOTICE OF PROPOSED TRANSFER. Prior to any proposed transfer of any
Parent Common Stock other than pursuant to an effective registration statement,
the holder thereof shall give written notice to Parent of its intention to
effect such transfer. Each such notice shall describe the manner of the proposed
transfer and, if requested by Parent, shall be accompanied by an opinion of
counsel satisfactory to Parent to the effect that the proposed transfer may be
effected without registration under the Securities Act and applicable state
securities laws, whereupon, if such proposed transfer is otherwise in accordance
with the terms hereof and any "Affiliate Letter" executed by such holder, the
holder of such security shall be entitled to transfer such security in
accordance with the terms of its notice. If requested by Parent, a transferee of
Parent Common Stock (other than Parent Common Stock sold pursuant to an
effective registration statement under the Securities Act or pursuant to Rule
144) will execute, as a condition of such transfer, an agreement to be bound by
this Agreement in a form acceptable to Parent and provide such other information
and representations as Parent may reasonably request. Each certificate for
Parent Common Stock transferred as above provided shall bear the legend set
forth in Section 2, except that such certificate shall not bear such legend if
(i) such transfer is in accordance with the provisions of Rule 144 or (ii) the
opinion of counsel referred to above is to the further effect that the
transferee and any subsequent transferee (other than an affiliate of
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Parent) would be entitled to transfer such securities in a public sale without
registration under the Securities Act and applicable state securities laws. The
restrictions provided for in this Section 3 shall not apply to securities which
are not required to bear the legend prescribed by Section 2 in accordance with
the provisions of that Section.
4. REPRESENTATIONS AND COVENANTS. You hereby represent and warrant to
Parent as follows:
(a) YOU UNDERSTAND THAT YOUR INVESTMENT IN THE PARENT COMMON
STOCK INVOLVES RISK.
(b) YOU HAVE CONSULTED YOUR OWN ATTORNEY, ACCOUNTANT OR
INVESTMENT ADVISOR WITH RESPECT TO THE INVESTMENT CONTEMPLATED HEREBY AND ITS
SUITABILITY FOR YOU. ANY SPECIFIC ACKNOWLEDGMENT SET FORTH BELOW WITH RESPECT TO
ANY STATEMENT OR INFORMATION FURNISHED TO YOU SHALL NOT BE DEEMED TO LIMIT THE
GENERALITY OF THIS REPRESENTATION AND WARRANTY.
(c) You are acquiring the Parent Common Stock to be issued to
you solely in exchange for the HT Common Stock owned by you in connection with
the transactions contemplated by the Reorganization Agreement.
(d) You have paid no brokerage or similar commissions in
connection with the acquisition of such Parent Common Stock.
(e) You are acquiring such Parent Common Stock solely for your
account and not with a present view toward resale or other distribution thereof.
(f) Parent has made available to you, during the course of
this transaction and prior to the acquisition of the Parent Common Stock, the
opportunity to ask questions of and receive complete and correct answers from
representatives of Parent concerning the terms and conditions of the Parent
Common Stock and to obtain any additional information relating to the financial
condition and business of Parent, all of your questions have been answered to
your satisfaction and you have obtained such information relating to Parent as
you have deemed necessary to make an investment decision regarding the Parent
Common Stock.
(g) You understand that you must bear the economic risk of
your investment in the Parent Common Stock for an indefinite period of time.
(h) You have adequate means of providing for your current
needs and personal contingencies and have no need for liquidity in connection
with this investment in the Parent Common Stock.
(i) Your overall commitment to investments which are not
readily marketable is not disproportionate to your net worth and your investment
in the Parent Common Stock will
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not cause such overall commitment to become excessive. The acquisition of the
Parent Common Stock by you is consistent with your general investment
objectives.
(j) Please check one of the boxes below:
/ / You are an "accredited investor" within the
meaning of Rule 501 under the Securities Act
and one or more of the categories set forth
in EXHIBIT B attached hereto correctly and
in all respects describes you.
/ / You , with your purchaser representative
(CIRCLE ONE)
[Insert names of purchaser representatives]
whose Purchaser Representative Certification
Agreement is attached hereto as EXHIBIT A, have such
knowledge and experience in financial and business
matters that you are capable of evaluating the merits
and risks of the investment in Parent Common Stock.
(k) If you are not a natural person, you were not organized
for the specific purpose of acquiring the Parent Common Stock.
(l) You received an offer concerning the Parent Common Stock
and first learned of this investment in the state or other jurisdiction listed
in the residence address on the signature page hereto, and intend that the state
securities laws of that state or other jurisdiction alone govern this
transaction.
You acknowledge and warrant that any exhibits to these documents which
were not directly furnished to you have been made available to you, at your
request, prior to consummation of the transactions contemplated by the
Reorganization Agreement. You further acknowledge and warrant that, prior to the
execution of this Agreement, you have had the opportunity to ask questions and
receive answers from Parent and HT concerning the terms and conditions of the
transactions contemplated by the Reorganization Agreement and the issuance of
the Parent Common Stock, and concerning any of the documents identified above,
and to obtain such additional further information from Parent and HT as you have
deemed necessary to verify the accuracy of the information contained in the
documents identified above or any other information furnished to you.
(THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY.)
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SIGNATURE PAGE OF INVESTMENT AGREEMENT
IN WITNESS WHEREOF, the parties have caused this Investment Agreement
to be executed as of the date first above written.
LIONBRIDGE TECHNOLOGIES, INC. Name of Stockholder: /S/ ROBERT C. SPRUNG
--------------------
By: /S/ RORY J. COWAN
-----------------
Title: CHIEF EXECUTIVE OFFICER By: __________________________
Title, if any:
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EXHIBIT A
PURCHASER REPRESENTATIVE CERTIFICATION
The undersigned, as Purchaser Representative to certain stockholders
(the "STOCKHOLDERS") of Harvard Translations, Inc., a Massachusetts corporation
("HT"), in a proposed merger and acquisition by Lionbridge Technologies, Inc., a
Delaware corporation ("PARENT"), in which Parent is proposing to issue shares of
its Common Stock to the Stockholders in exchange for their HT Common Stock,
hereby states and certifies to Parent as follows:
1. I am familiar with the definition and qualifications of a "Purchaser
Representative" as set forth in Rule 501(h) of the Regulation D promulgated
by the United States Securities and Exchange Commission under the
Securities Act of 1933, as amended.
2. I certify that I meet the conditions applicable to a Purchaser
Representative and am qualified to act in such capacity in connection with
this transaction and agree to act in such capacity.
3. I am not an affiliate, director, officer or other employee of Parent.
4. I have such knowledge and experience in financial and business matters that
I am capable of evaluating the merits and risks of the transaction on
behalf of the Stockholders.
PURCHASER REPRESENTATIVE:
-------------------------
Name:
--------------------
Date:
--------------------
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EXHIBIT B
An "ACCREDITED INVESTOR" means any person or entity who comes within
any of the following categories:
1. A natural person whose net worth, either individually or jointly
with such person's spouse and inclusive of the value of the HT securities,
furnishings and automobiles, at the time of his purchase, exceeds $1,000,000.
2. A natural person who had individual income in excess of $200,000, or
joint income with that person's spouse in excess of $300,000, in 1998 and 1999
and reasonably expects to reach the same income level in 2000.
3. A corporation, partnership or other organization described in
Section 501(c)(3) of the Internal Revenue Code, or Massachusetts or similar
business trust, not formed for the specific purpose of acquiring the securities
offered, with total assets in excess of $5,000,000.
4. An entity which falls within one of the following categories of
institutional accredited investors set forth in Rule 501(a) of Regulation D
under the Securities Act:
(a) A bank as defined in Section 3(a)(2) of the
Securities Act, or any savings and loan association
or other institution as defined in Section 3(a)(5)(A)
of the Securities Act whether acting in its
individual or a fiduciary capacity.
(b) A broker or dealer registered pursuant to Section 15
of the Securities Exchange Act of 1934 as amended.
(c) An insurance company as defined in Section 2(13) of
the Securities Act.
(d) An investment company registered under the Investment
Company Act of 1940 or as a business development
company as defined in Section 2(a)(48) of that Act.
(e) A Small Business Investment Company licensed by the
U.S. Small Business Administration under Section
301(c) or (d) of the Small Business Investment Act of
1958.
(f) Any plan established and maintained by a state, its
political subdivisions, or any agency or
instrumentality of a state or its political
subdivisions, for the benefit of its employees, if
such a plan has total assets in excess of $5,000,000.
(g) Any private business development company as defined
in Section 202(a)(22) of the Investment Advisers Act
of 1940.
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(h) An employee benefit plan within the meaning of Title
I of the Employee Retirement Income Security Act of
1974, if the investment decision is made by a plan
fiduciary, as defined in Section 3(21) of such Act,
which is either a bank, savings and loan association,
insurance company or registered investment adviser or
if the employee benefit plan has total assets in
excess of $5,000,000 or, if a self-directed plan,
with investment decisions made solely by persons that
are accredited investors.
(i) A trust, with total assets in excess of $5,000,000
not formed for the specific purpose of acquiring the
securities offered, whose purpose is directed by a
sophisticated person as described in Rule
506(b)(2)(ii) of Regulation D.
5. An entity in which all of the equity owners are accredited investors and
described in one or more of the categories set forth in paragraph 1 and 4 above.