UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 21, 2001
Commission File Number 000-26933
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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
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
As previously reported, on June 21, 2001, Lionbridge Technologies, Inc.
(the "Company" or "Lionbridge") completed its acquisition of all of the capital
stock of Data Dimensions, Inc., a Delaware corporation ("Data Dimensions"), by
means of a merger ("the Merger") of Diamond Acquisition Corp., a wholly owned
subsidiary of Lionbridge ("Merger Sub") with and into Data Dimensions, pursuant
to an Agreement and Plan of Reorganization dated as of March 8, 2001 by and
among Lionbridge, Merger Sub and Data Dimensions and as amended by Amendment No.
1 thereto dated as of March 16, 2001, (collectively, the "Merger Agreement").
As a result of the Merger, Data Dimensions became a wholly owned subsidiary of
Lionbridge.
Pursuant to the terms of the Merger Agreement, upon the effective time of
the Merger, each issued and outstanding share of common stock, par value $0.001
per share, of Data Dimensions was converted into the right to receive 0.190884
of a share of common stock, par value $0.01 per share, of Lionbridge. Each
holder of common stock of Data Dimensions who was otherwise entitled to a
fraction of a share of Lionbridge common stock received cash in lieu thereof,
equal to such fraction multiplied by $5.6688. As a result of the Merger, upon
the closing of the transaction on June 21, 2001, Lionbridge issued an aggregate
of 2,588,316 shares of Lionbridge common stock and approximately $1,500 in cash
in lieu of fractional shares of Lionbridge common stock in exchange for all of
the outstanding shares of Data Dimensions common stock.
The pro forma combined condensed financial statements filed herewith have
been prepared accounting for the merger using the purchase method of accounting.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired
Consolidated Financial Statements of Data Dimensions, Inc. as of December
31, 2000 and 1999 and for the years ended December 31, 2000, 1999 and 1998
were previously filed in Lionbridge's Registration Statement on Form S-4
filed on May 10, 2001 (File No. 333-58564).
(b) Pro Forma Financial Information
Included herein as Exhibit 99.3.
(c) Exhibits
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Reorganization among Lionbridge
Technologies, Inc., Diamond Acquisition Corp. and Data
Dimensions, Inc. dated March 8, 2001 (filed as Exhibit
2.1 to Lionbridge's Current Report on Form 8-K filed on
March 19, 2001 (File No. 000-26933) and incorporated
herein by reference).
2.2 Amendment No. 1 to Agreement and Plan of Reorganization
among Lionbridge Technologies, Inc., Diamond Acquisition
Corp. and Data Dimensions, Inc. (filed as Exhibit 2.2 to
Lionbridge's Current Report on Form 8-K filed on March
19, 2001 (File No. 000-26933) and incorporated herein by
reference).
99.1 Press Release dated March 8, 2001 (filed as Exhibit 99.1
to Lionbridge's Current Report on Form 8-K filed on
March 9, 2001 (File No. 000-26933) and incorporated
herein by reference).
99.2 Press Release dated June 21, 2001 (filed as Exhibit 99.2
to Lionbridge's Current Report on Form 8-K filed on July
5, 2001 (File No. 000-26933) and incorporated herein by
reference).
99.3 Unaudited Pro Forma Combined Condensed Financial
Statements as of and for the three months ended March
31, 2001, and for the year ended December 31, 2000.
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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
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Stephen J. Lifshatz
Senior Vice President,
Chief Financial Officer and Treasurer
Date: August 8, 2001
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ------------- -----------
2.1 Agreement and Plan of Reorganization among Lionbridge
Technologies, Inc., Diamond Acquisition Corp. and Data
Dimensions, Inc. dated March 8, 2001 (filed as Exhibit
2.1 to Lionbridge's Current Report on Form 8-K filed on
March 19, 2001 (File No. 000-26933) and incorporated
herein by reference).
2.2 Amendment No. 1 to Agreement and Plan of Reorganization
among Lionbridge Technologies, Inc., Diamond Acquisition
Corp. and Data Dimensions, Inc. (filed as Exhibit 2.2 to
Lionbridge's Current Report on Form 8-K filed on March
19, 2001 (File No. 000-26933) and incorporated herein by
reference).
99.1 Press Release dated March 8, 2001 (filed as Exhibit 99.1
to Lionbridge's Current Report on Form 8-K filed on
March 9, 2001 (File No. 000-26933) and incorporated
herein by reference).
99.2 Press Release dated June 21, 2001 (filed as Exhibit 99.2
to Lionbridge's Current Report on Form 8-K filed on July
5, 2001 (File No. 000-26933) and incorporated herein by
reference).
99.3 Unaudited Pro Forma Combined Condensed Financial
Statements as of and for the three months ended March
31, 2001, and for the year ended December 31, 2000.