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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 8, 2001
LIONBRIDGE TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 000-26933 04-3398462
(State or Other Jurisdiction (Commission (I.R.S. Employer of
Incorporation) File Number) Identification No.)
950 WINTER STREET
WALTHAM, MASSACHUSETTS 02451
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (781) 434-6000
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Item 5. Other Events.
On March 8, 2001, the registrant, Diamond Acquisition Corp., a wholly-owned
subsidiary of registrant ("DAC"), and Data Dimensions, Inc. ("DDI") executed an
Agreement and Plan of Reorganization (the "Agreement") providing for the
acquisition of DDI by the registrant. Pursuant to the Agreement and subject to
the terms and conditions set forth therein, DAC will be merged (the "Merger")
with and into DDI, with DDI surviving the Merger, and as a result of the Merger,
DDI will become a wholly-owned subsidiary of the registrant. Under the terms of
the Agreement, upon the effective time of the Merger, each issued and
outstanding share of common stock, par value $.001 per share of DDI will be
converted into the right to receive 0.190884 of a share of common stock, par
value $.01 per share, of the registrant. The closing of the Merger is subject
to customary conditions, including the approval of the DDI shareholders.
The Agreement is filed herewith as Exhibit 2.1. The foregoing description is
qualified in its entirety by reference to the full text of such exhibit.
In connection with the execution of the Agreement, DDI issued to the registrant
an option (the "Option") exercisable, upon the consummation of an "Acquisition
Transaction" (as defined in the Agreement) with a party other than the
registrant, for such number of shares of DDI common stock as is equal to 19.9%
of the issued and outstanding shares of DDI common stock on the date the
Acquisition Transaction occurs. The Option is filed herewith as Exhibit 99.1.
The foregoing description is qualified in its entirety by reference to the full
text of such exhibit.
In connection with the Agreement, the registrant entered into voting agreements
with certain directors, officers and stockholders of DDI, the form of which is
filed herewith as Exhibit 99.2.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 2.1 - Agreement and Plan of Reorganization among registrant,
Diamond Acquisition Corp. and Data Dimensions, Inc. dated March 8, 2001.
Exhibit 2.2 - Amendment No. 1 to Agreement and Plan of Reorganization
among registrant, Diamond Acquisition Corp. and Data Dimensions, Inc. dated as
of March 16, 2001.
Exhibit 99.1 - Option to purchase shares of common stock of Data
Dimensions, Inc., dated March 8, 2001, issued to the registrant by Data
Dimensions, Inc.
Exhibit 99.2 - Form of voting agreements, dated as of March 8, 2001,
between the registrant and certain directors, officers and stockholders of
Data Dimensions, Inc.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this current report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
LIONBRIDGE TECHNOLOGIES, INC.
(Registrant)
/s/ Margaret A. Shukur
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Secretary and General Counsel
March 19, 2001