EXHIBIT 5.1
AMENDMENT NO. 1
TO AGREEMENT AND PLAN OF REORGANIZATION
THIS AMENDMENT NO. 1 dated as of October 9, 1997 (this "Amendment") is
entered into among Lightbridge, Inc., a Delaware corporation ("Lightbridge"),
SeeCross Acquisition Corp., a Delaware corporation and wholly owned subsidiary
of Lightbridge ("Acquisition Corp."), and Coral Systems, Inc., a Delaware
corporation ("Coral"), to amend the Agreement and Plan of Reorganization dated
as of September 9, 1997 among such parties (the "Agreement"). Capitalized terms
used but not defined in this Amendment shall have the respective meanings
ascribed to them in the Agreement.
RECITALS
On September 9, 1997, Lightbridge, Acquisition Corp. and Coral entered
into the Agreement in order to effect the Merger, pursuant to which, among other
things, issued and outstanding shares of Coral Capital Stock would be converted
into shares of Lightbridge Common. Under the Agreement, the rates at which
shares of Coral Capital Stock would be converted into shares of Lightbridge
Common would be based in part upon the Calculation Price, which would equal the
average of the last sales prices of Lightbridge Common on the Nasdaq National
Market for each of the ten trading days immediately preceding the Closing Date.
The parties currently contemplate that the Closing Date will occur on or
about November 7, 1997. In accordance with its past practice, Lightbridge
contemplates that prior to November 7, 1997 it will issue a press release
announcing its operating results for the quarter ended September 30, 1997.
The parties desire to modify the definition of Calculation Price under the
Agreement in order to mitigate the effect on the Calculation Price of any change
in the market price of Lightbridge Common resulting from Lightbridge's
announcement of its operating results for the quarter ended September 30, 1997.
NOW, THEREFORE, Lightbridge, Acquisition Corp. and Coral hereby agree as
follows:
1. Paragraph (c) of Section 1.4.4 of the Agreement is hereby deleted in
its entirety, and the following is substituted therefor:
"(c) The `Calculation Price' shall equal the average of the last
sales prices of Lightbridge Common on the Nasdaq National Market during
the period of ten consecutive trading days ending on the first date on
which Lightbridge issues any press release with respect to its operating
results for the quarter ended September 30, 1997, provided that if such
press release shall be issued at a time at which shares of Lightbridge
Common are being traded on the Nasdaq National Market, then such ten-day
period shall end on the date immediately preceding issue date of such
press release. For example, if Lightbridge first issues a press release
with respect to such operating results after the closing of trading of
Lightbridge Common on the Nasdaq National Market on October 28, 1997, the
Calculation Price shall equal the average of the last sales prices of
Lightbridge Common on the Nasdaq National Market on October 15, 16, 17,
20, 21, 22, 23, 24, 27 and 28, 1997."
2. Except as contemplated by the preceding paragraph 1, the provisions of
the Agreement shall remain in full force and effect to the same extent as in
force and effect prior to the execution and delivery of this Amendment.
* * *
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.
LIGHTBRIDGE, INC.
By: /s/ XXXXXX X.X. XXXXX
-----------------------------------------
President and Chief Executive Officer
SEECROSS ACQUISITION CORP.
By: /s/ XXXXXX X.X. XXXXX
-----------------------------------------
President
CORAL SYSTEMS, INC.
By: /s/ XXXXXXX X. XXXXX
-----------------------------------------
Executive Vice President
