UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT
---------------
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
---------------------
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) MAY 18, 2000
COMMISSION FILE NUMBER 000-26933
---------------------
LIONBRIDGE TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 04-3398462
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
950 WINTER STREET, WALTHAM, MA 02451
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (781) 434-6000
ITEM 5. OTHER EVENTS
As previously reported, on May 18, 2000, Lionbridge Technologies, Inc. (the
"Company" or "Lionbridge") acquired Harvard Translations, Inc. ("HT") by means
of a merger. HT, with annual revenues of approximately $4.4 million, is a
provider of comprehensive translation and globalization services to regulated
industries, including life sciences and financial services, and to companies
requiring specialized multilingual publishing solutions. Pursuant to the merger
agreement, stockholders of HT received 3.8864 Lionbridge common shares in
exchange for each outstanding share of HT. A total of approximately 286,000
Lionbridge common shares were issued in this transaction.
As previously reported, on May 22, 2000, Lionbridge acquired
INT'L.com, Inc. ("INT'L.com") by means of a merger. INT'L.com, with annual
revenues of approximately $35.0 million, provides globalization services.
Pursuant to the merger agreement, stockholders of INT'L.com received 0.7567 of a
Lionbridge common share in exchange for each outstanding common share of
INT'L.com. In addition, Lionbridge common shares were issued in exchange for
shares of INT'L.com preferred stock and in payment in full of INT'L.com
convertible and subordinated debt. A total of approximately 8,300,000 Lionbridge
common shares were issued in this transaction.
The historical consolidated financial statements filed herewith have been
prepared accounting for the mergers using the pooling-of-interests method of
accounting.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired
Not applicable as the acquisitions were accounted for as poolings of
interests and are reflected in the restated consolidated financial
statements filed herein.
(b) Pro Forma Financial Information
Not applicable as the acquisitions were accounted for as poolings of
interests and are reflected in the restated consolidated financial
statements filed herein.
(c) Exhibits
EXHIBIT NO. DESCRIPTION
- ----------- -----------
*2.1 Agreement and Plan of Reorganization dated as of March 30,
2000 by and among Lionbridge, HT Acquisition Corp., Harvard
Translations, Inc. and Robert C. Sprung.
*2.2 Amended and Restated Agreement and Plan of Reorganization
dated as of March 30, 2000 by and among Lionbridge, LTI
Acquisition Corp. and INT'L.com, Inc.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Arthur Andersen LLP.
27.1 Restated Financial Data Schedule.
*99.1 Escrow Agreement dated as of May 18, 2000 by and among
Lionbridge, Harvard Translations, Inc., American Stock
Transfer & Trust Company (as Escrow Agent) and Robert C.
Sprung (as Indemnification Representative).
*99.2 Third Restated Registration Rights Agreement dated May 22,
2000 between Lionbridge, the Lionbridge stockholders party
to the Second Restated Registration Rights Agreement, the
former affiliate stockholders of INT'L.com, Inc. and the
former stockholder of Harvard Translations, Inc.
*99.3 Investment Agreement dated as of May 18, 2000 by and among
Lionbridge and Robert C. Sprung.
EXHIBIT NO. DESCRIPTION
- ----------- -----------
*99.4 Escrow Agreement dated as of May 22, 2000 by and among
Lionbridge, INT'L.com, Inc., American Stock Transfer & Trust
Company (as Escrow Agent) and Steven Fingerhood (as
Indemnification Representative).
*99.5 Press Release of Lionbridge and Harvard Translations, Inc.
dated as of March 31, 2000.
*99.6 Press Release of Lionbridge and Harvard Translations, Inc.
dated as of May 22, 2000.
*99.7 Press Release of Lionbridge and INT'L.com, Inc. dated as of
January 20, 2000.
*99.8 Press Release of Lionbridge and INT'L.com, Inc. dated as of
May 23, 2000.
99.9 Consolidated Financial Statements of Lionbridge
Technologies, Inc. as of December 31, 1999 and 1998 and for
the years ended December 31, 1999, 1998 and 1997 and Reports
of Independent Accountants thereon.
99.10 Management's Discussion and Analysis of Financial Condition
and Results of Operations.
- ------------------------
* Previously filed.
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, thereunto duly authorized.
LIONBRIDGE TECHNOLOGIES, INC.
BY: /s/ STEPHEN J. LIFSHATZ
-----------------------------------------
Stephen J. Lifshatz
Senior Vice President, Chief Financial
Officer and Treasurer
Date: July 31, 2000
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
*2.1 Agreement and Plan of Reorganization dated as of March 30,
2000 by and among Lionbridge, HT Acquisition Corp., Harvard
Translations, Inc. and Robert C. Sprung.
*2.2 Amended and Restated Agreement and Plan of Reorganization
dated as of March 30, 2000 by and among Lionbridge, LTI
Acquisition Corp. and INT'L.com, Inc.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Arthur Andersen LLP.
27.1 Restated Financial Data Schedule.
*99.1 Escrow Agreement dated as of May 18, 2000 by and among
Lionbridge, Harvard Translations, Inc., American Stock
Transfer & Trust Company (as Escrow Agent) and Robert C.
Sprung (as Indemnification Representative).
*99.2 Third Restated Registration Rights Agreement dated May 22,
2000 between Lionbridge, the Lionbridge stockholders party
to the Second Restated Registration Rights Agreement, the
former affiliate stockholders of INT'L.com, Inc. and the
former stockholder of Harvard Translations, Inc.
*99.3 Investment Agreement dated as of May 18, 2000 by and among
Lionbridge and Robert C. Sprung.
*99.4 Escrow Agreement dated as of May 22, 2000 by and among
Lionbridge, INT'L.com, Inc., American Stock Transfer & Trust
Company (as Escrow Agent) and Steven Fingerhood (as
Indemnification Representative).
*99.5 Press Release of Lionbridge and Harvard Translations, Inc.
dated as of March 31, 2000.
*99.6 Press Release of Lionbridge and Harvard Translations, Inc.
dated as of May 22, 2000.
*99.7 Press Release of Lionbridge and INT'L.com, Inc. dated as of
January 20, 2000.
*99.8 Press Release of Lionbridge and INT'L.com, Inc. dated as of
May 23, 2000.
99.9 Consolidated Financial Statements of Lionbridge
Technologies, Inc. as of December 31, 1999 and 1998 and for
the years ended December 31, 1999, 1998 and 1997 and Reports
of Independent Accountants thereon.
99.10 Management's Discussion and Analysis of Financial Condition
and Results of Operations.
- ------------------------
* Previously filed.