10-K/A: Annual report [Section 13 and 15(d), not S-K Item 405]
Published on November 19, 2009
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(Amendment
No. 1)
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x
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ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the
fiscal year ended: December 31, 2008
OR
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¨
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TRANSITION REPORT PURSUANT TO
SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the
transition period from __________ to ____________
Commission
File Number: 000-28543
LIGHTBRIDGE
CORPORATION
(Exact
name of registrant as specified in its charter)
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Nevada
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91-1975651
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer Identification
Number)
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1600
Tyson’s Boulevard, Suite 550
McLean,
Virginia 22102
(Address
of principal executive office and zip code)
(571)
730-1200
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act: None
Securities
registered pursuant to Section 12(g) of the Act: Common Stock, par value
$.001
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes ¨
No x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes ¨
No x
Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes x
No ¨
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the
best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “large
accelerated filer,” “accelerated filer,” and “smaller reporting company” in
Rule 12b-2 of the Exchange Act. (Check one):
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Large
accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer
¨
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Smaller reporting company
x
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Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act).
Yes ¨ No x
As of
June 30, 2008, the aggregate market value of the shares of the Registrant’s
common stock held by non-affiliates (based upon the closing price of such shares
as reported on the Over-the-Counter Bulletin Board) was approximately $67.9
million. Shares of the Registrant’s common stock held by each executive officer
and director have been excluded in that such persons may be deemed to be
affiliates of the Registrant. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.
As of
March 23, 2009 there were 301,841,722 shares of the Registrant’s common stock
outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE:
Portions
of the Registrant’s Definitive Proxy Statement for its 2009 Annual Meeting of
Shareholders to be filed with the Commission within 120 days after the close of
the Registrant’s fiscal year are incorporated by reference into Part III of this
Annual Report on Form 10-K.
EXPLANATORY
NOTE
This
Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Lightbridge
Corporation (the “Company”) Annual Report on Form 10-K for the year ended
December 31, 2008, previously filed with the Securities and Exchange Commission
on March 26, 2009 (the “Original Filing”). This Amendment is being filed solely
to include revised certifications of the Principal Executive Officer and the
Principal Financial and Accounting Officer, required pursuant to Rule
13a-14(a)/15d-14(a) of the Securities Exchange Act and 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Each
certification, as corrected by this Amendment, was true and correct as of the
date of the Original Filing.
No
modification or update is otherwise made to any other disclosures in the
Original Filing, nor does this Amendment reflect any events occurring after the
date of the Original Filing.
PART
IV
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Item
15.
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Exhibits
and Financial Statement Schedules.
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The
following exhibits are filed with this report, except those indicated as having
previously been filed with the Securities and Exchange Commission and are
incorporated by reference to another report, registration statement or form. As
to any shareholder of record requesting a copy of this report, we will furnish
any exhibit indicated in the list below as filed with this report upon payment
to us of our expenses in furnishing the information.
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Exhibit
Number
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Description
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3.1
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Articles
of Incorporation (incorporated by reference from the Company’s Quarterly
Report on Form 10-Q filed on November 12, 2009).
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3.2
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By-laws
(incorporated by reference from the Company’s Current Report on Form 8-K
filed on September 18, 2006).
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4.1
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2005
Compensation Plan for Outside Consultants of Custom Brand Networks, Inc.
dated March 1, 2005 (incorporated by reference from the Company’s
Registration Statement on Form S-8 filed on March 10,
2005).
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4.2
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2005
Augmented Compensation Plan for Outside Consultants of the Company dated
August 15, 2005 (incorporated by reference from the Company’s Registration
Statement on Form S-8 filed on August 19, 2005).
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4.3
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2006
Stock Plan (incorporated by reference to Exhibit 10.1 of the current
report of the Company on Form 8-K filed February 21,
2006)
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10.1
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Employment
Agreement, dated as of February 14, 2006, between the Company and Seth
Grae (incorporated by reference to Exhibit 10.2 of the current report of
the Company on Form 8-K filed February 21, 2006)
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10.2
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Teaming
Agreement dated February 22, 2006 between The University of Texas System,
The University of Texas of the Permian Basin, The University of Texas at
Austin, The University of Texas at Arlington, The University of Texas at
Dallas, The University of Texas at El Paso, The City of Andrews, Texas,
Andrews County, Texas, the Midland Development Corporation, the Odessa
Development Corporation, Thorium Power and General Atomics (incorporated
by reference from Exhibit 10. the Company’s Registration Statement on Form
S-4 filed June 14, 2006).
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10.3
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Employment
Agreement, dated July 27, 2006, between the Company and Andrey Mushakov
(incorporated by reference to Exhibit 10.1 of the current report of the
Company on Form 8-K filed August 4, 2006).
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10.4
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Independent
Director Contract, dated August 21, 2006, between the Company and Victor
Alessi (incorporated by reference to Exhibit 10.1 of the current report of
the Company on Form 8-K filed August 25, 2006).
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10.5
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Independent
Director’s Contract, dated October 23, 2006, between Thorium Power, Ltd.
and Jack D. Ladd (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K, filed on October 23,
2006).
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10.6
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Independent
Director’s Contract, dated October 23, 2006, between Thorium Power, Ltd.
and Daniel B. Magraw (incorporated by reference to Exhibit 10.2 to the
Company’s Current Report on Form 8-K, filed on October 23,
2006).
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10.7
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Employment
Agreement, dated February 1, 2007, between the Company and Erik Hallstrom
(incorporated by reference to Exhibit 10.1 of the current report of the
Company on Form 8-K filed February 1, 2007).
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10.8
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Employment
Agreement, dated February 1, 2007, between James Guerra and Thorium Power,
Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Current
Report on Form 8-K, filed on October 23, 2007)
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10.9
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Agreement
for Ampoule Irradiation Testing in 2006-2007, dated December 28, 2007,
between Thorium Power, Inc. and Russian Research Centre Kurchatov
Institute (incorporated by reference to Exhibit 10.9 to the Company’s
Annual Report on Form 10-K, filed on March 26, 2009).
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14.1
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Code
of Ethics (incorporated by reference from the Company’s Annual Report on
Form 10-KSB filed on November 25, 2005).
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31.1*
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Rule
13a-14(a)/15d-14(a) Certification - Principal Executive
Officer
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31.2*
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Rule
13a-14(a)/15d-14(a) Certification - Principal Accounting
Officer
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32*
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Section
1350
Certifications
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* Filed
herewith
SIGNATURES
In
accordance with section 13 or 15(d) of the Securities Exchange Act of 1934, the
Registrant caused this Report on Form 10-K to be signed on its behalf by the
undersigned, thereto duly authorized individual.
Date:
November 19, 2009
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LIGHTBRIDGE
CORPORATION
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By:
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/s/ Seth Grae
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Seth Grae
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Chief Executive Officer,
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President and Director
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Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities indicated on November 19, 2009.
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SIGNATURE
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TITLE
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/s/ Seth Grae
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Chief
Executive Officer, President and Director
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Seth
Grae
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(Principal
Executive Officer)
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/s/ James Guerra
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Chief
Financial Officer and Treasurer
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James
Guerra
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(Principal
Accounting and Financial Officer)
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/s/ Thomas Graham, Jr.
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Director
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Thomas
Graham, Jr.
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/s/ Victor Alessi
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Director
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Victor
Alessi
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/s/ Jack Ladd
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Director
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Jack
Ladd
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/s/ Dan Magraw
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Director
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Dan
Magraw
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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31.1*
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Rule
13a-14(a)/15d-14(a) Certification - Principal Executive
Officer
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31.2*
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Rule
13a-14(a)/15d-14(a) Certification - Principal Accounting
Officer
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32*
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Section
1350
Certifications
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