<PAGE>   1
                                                          Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    ---------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                Lightbridge, Inc.
-------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
-------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   04-3065140
-------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

           281 Winter Street, Waltham, Massachusetts                    02154
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            (Address of Principal Executive Offices)                 (Zip Code)

                                LIGHTBRIDGE, INC.
                1990 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
               1996 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
-------------------------------------------------------------------------------
                            (Full Title of the Plan)

                                Pamela D.A. Reeve
                       President & Chief Executive Officer
                                Lightbridge, Inc.
                                281 Winter Street
                          Waltham, Massachusetts 02154
-------------------------------------------------------------------------------
                     (Name and Address of Agent for Service)

                                 (617) 890-2000
-------------------------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)

                                 WITH A COPY TO:
                         John D. Patterson, Jr., Esq.
                            Mark L. Johnson, Esq.
                             Foley, Hoag & Eliot LLP
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 832-1000

--------------------------------------------------------------------------------

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                                      Proposed
Title of                            Proposed          Maximum
Securities           Amount         Maximum           Aggregate     Amount of
to be                to be          Offering Price    Offering      Registration
Registered           Registered     Per Share(1)      Price(1)      Fee
--------------------------------------------------------------------------------
<PAGE>   2


<TABLE>
<S>              <C>                 <C>           <C>               <C>  
Common Stock       226,485 shares    $ 6.875(2)    $ 1,557,084       $  472 (2)
 .01 par value                       
------------------------------------------------------------------------------
                                    
Common Stock     1,472,005 shares    $  1.91       $ 2,816,472       $  854 (3)
 .01 par value                       
------------------------------------------------------------------------------
                                    
Common Stock       277,850 shares    $  9.99       $ 2,776,950       $  842 (4)
 .01 par value                       
------------------------------------------------------------------------------
                                    
Common Stock       722,150 shares    $ 6.875(5)    $ 4,964,781       $1,505(5)
 .01 par value                       
------------------------------------------------------------------------------
                                    
Totals                                             $12,115,287       $3,673
                                    
------------------------------------------------------------------------------
<FN>
RIDER A:

(1)  Estimated solely for the purpose of determining the registration fee.

(2)  In accordance with Rule 457(c) under the Securities Act of 1933,
     the calculation with respect to shares issued and outstanding at 
     March 24, 1997 pursuant to the exercise of stock options granted under
     the Lightbridge, Inc. 1990 Incentive and Nonqualified Stock Option Plan
     (the "1990 Plan") is based on the average of the high and low sale prices
     reported in the consolidated reporting system of the Nasdaq National Market
     on March 18, 1997.
        
(3)  In accordance with Rule 457(h) under the Securities Act of 1933,
     the calculation with respect to shares issuable under stock options granted
     under the 1990 Plan and outstanding at March 24, 1997 is based on the
     exercise prices of such options.

(4)  In accordance with Rule 457(h) under the Securities Act of 1933,
     the calculation with respect to shares issuable under stock options granted
     under the Lightbridge, Inc. 1996 Incentive and Non-Qualified Stock
     Option Plan (the "1996 Plan") and outstanding at March 24, 1997 is
     based on the exercise prices of such options.

(5)  In accordance with Rules 457(c) and (h) under the Securities Act of
     1933, the calculation with respect to shares issued and outstanding at
     March 24, 1997 pursuant to the exercise of stock options not yet granted
     under the 1996 Plan is based on the average of the high and low sale 
     prices reported in the consolidated reporting system of the Nasdaq
     National Market on March 18, 1997.

</TABLE>

                              REOFFER PROSPECTUS
        
        The material which follows, up to but not including the page beginning
Part II of this Registration Statement on Form S-8, constitutes a prospectus
prepared in accordance with the applicable requirements of Part I of Form S-3
under General Instruction C to Form S-8. The reoffer prospectus is to be used in
connection with resales of restricted securities issued and outstanding under   
the Lightbridge, Inc. 1990 Incentive and Nonqualified Stock Option Plan.



<PAGE>   3
REOFFER PROSPECTUS
------------------

                                226,485 Shares

                              LIGHTBRIDGE, INC.

                                 Common Stock

           THIS DOCUMENT CONSTITUTES PART OF A REGISTRATION STATEMENT
                       COVERING SECURITIES THAT HAVE BEEN
                   REGISTERED UNDER THE SECURITIES ACT OF 1933


        This Reoffer Prospectus relates to the resale, by the holders thereof
(the "Selling Stockholders"), of 226,485 shares (the "Shares") of common stock,
$.01 par value per share ("Common Stock") of Lightbridge, Inc. ("Lightbridge" or
the "Company") issued pursuant to the exercise of options granted under the
Lightbridge, Inc. 1990 Incentive and Nonqualified Stock Option Plan (the
"Plan"). 

        The Common Stock trades on the Nasdaq National Market under the symbol
"LTBG." On March 24, 1997, the closing sale price for the Common Stock, as
reported by the Nasdaq National Market, was $7.00 per share.

        The Selling Stockholders or their pledgees, donees, transferees or other
successors in interest may offer the Shares, from time to time during the
effectiveness of this registration, for sale through the Nasdaq National Market,
in the over-the-counter market, in one or more negotiated transactions or
through a combination of methods of sale, at prices and on terms then prevailing
or at negotiated prices. Sales may be effected to or through broker-dealers, who
may receive compensation in the form of discounts, concessions, commissions or
otherwise in connection therewith. See "Plan of Distribution."
        
        The Company will not receive any of the proceeds from sales of Shares by
the Selling Stockholders. The Selling Stockholders will be responsible for any
discounts, concessions, commissions or other compensation due to any broker or
dealer in connection with the sale of any of the Shares offered hereby. All of
the other expenses of this offering will be paid by the Company.


                               ------------------

                 THIS OFFERING INVOLVES A HIGH DEGREE OF RISK.
                     SEE "RISK FACTORS" BEGINNING AT PAGE 4.

                               ------------------

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
       EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
  SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
   UPON THE ACCURACY OR ADEQUACY OF THIS REOFFER PROSPECTUS. ANY REPRESENTATION
                 TO THE CONTRARY IS A CRIMINAL OFFENSE.



               The date of this Reoffer Prospectus is March 25, 1997.


<PAGE>   4




                              AVAILABLE INFORMATION

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities and
Exchange Commission (the "Commission"). Such reports and other information may
be inspected and copies may be obtained (at prescribed rates) at the
Commission's Public Reference Section, 450 Fifth Street, N.W., Room 1024,
Washington D.C. 20549, and at the Commission's Regional Offices at Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511
and 7 World Trade Center, Suite 1300, New York, New York 10048. Reports and
other information concerning the Company also may be inspected at the offices of
the Nasdaq Stock Market, 1735 K Street, N.W., Washington D.C. 20006-1500.

         This Reoffer Prospectus constitutes part of a Registration Statement
on Form S-8 (the "Registration Statement") filed by the Company with the
Commission under the Securities Act of 1933, as amended (the "Securities Act").
This Reoffer Prospectus does not contain all of the information contained in
the Registration Statement, and reference is hereby made to the Registration
Statement and related exhibits for further information with respect to the
Company and the securities offered hereby. Any statements contained herein
concerning the provisions of any document are not necessarily complete, and, in
such instance, reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.
        
                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The following documents heretofore filed by the Company with the
Commission pursuant to the Exchange Act are incorporated herein by reference:
(1) certain portions of the Company's Registration Statement on Form 8-A,
filed with the Commission on September 6, 1996; and (2) the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996 (the "Form
10-K").
        
         All reports and other documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Reoffer Prospectus and prior to the termination of the offering
made hereby shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of the filing of such reports and documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Reoffer Prospectus to the extent that a statement contained herein
modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the Registration Statement or this Reoffer Prospectus.
        
         Any person to whom a copy of this Reoffer Prospectus is delivered may
obtain, without charge, upon written or oral request, a copy of any of the
documents incorporated by reference herein, except for the exhibits to such
documents (other than exhibits expressly incorporated by reference into such
documents). Requests for such documents should be addressed to the Chief
Financial Officer of the Company, 281 Winter Street, Waltham, Massachusetts
02154 or directed to the Chief Financial Officer at telephone number (617)
890-2000.
                                      2

<PAGE>   5




                                   THE COMPANY

         Lightbridge develops, markets and supports a suite of integrated
products and services that enable wireless telecommunications carriers to
improve their customer acquisition and retention processes. The Company's
software-based services are delivered primarily on an outsourcing and service
bureau basis, which allows wireless carriers to focus internal resources on
their core business activities. The Company offers on-line, real-time
transaction processing and call center support solutions to aid carriers in
qualifying and activating applicants for wireless service, as well as
software-based sales support services for traditional distribution channels,
such as dealers, agents and direct mobile sale forces, and emerging distribution
channels, such as mass market retail stores, home shopping and stand-alone
kiosks. The Company develops and implements interfaces that fully integrate its
acquisition system with carrier and third-party systems, such as those for
billing, point-of-sale, activations and order fulfillment. The Company recently
introduced software-based decision support tools and services that enable
carriers to reduce subscriber churn and to make more informed business decisions
about their customers, markets and distribution channels.

         Lightbridge's objective is to be the leading provider of innovating,
software-based solutions for cost-effective customer acquisition and retention
for the wireless telecommunications industry. By focusing on the wireless
telecommunications industry, the Company has developed significant expertise and
experience that it intends to employ to address the changing needs of wireless
carriers in both existing and emerging markets. The Company's strategy is to
provide a suite of complementary software-based products and services that
permit a wireless carrier to select applications and functions to create an
integrated, customized solution addressing its particular needs. The open
architecture underlying the Company's software applications supports the
development of flexible, integrated solutions, regardless of the type of
wireless service provided by a client and independent of the client's computing
environment.

         The Company develops long-term consultative relationships with leading
wireless carriers that assist it in identifying evolving industry needs and
marketing additional products and services to its existing client base.
Lightbridge also establishes relationships with strategic partners in order to
increase the functionality of its products, reduce the time to market for its
new products and services and access its partners' marketing and development
resources. The Company intends to leverage these consultative and partnering
relationships to expand the Company's presence in the United States, including
in the emerging PCS market, and to facilitate and expedite the company's entry
into the rapidly expanding international wireless market.

         Lightbridge was incorporated in Delaware in June 1989 under the name
Credit Technologies, Inc. and changed its name to Lightbridge, Inc. in November
1994. The Company's principal executive offices are located at 281 Winter
Street, Waltham, Massachusetts 02154, and its telephone is (617) 890-2000.


                                      3
<PAGE>   6



                                  RISK FACTORS

         This Reoffer Prospectus contains and incorporates by reference
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. The Company's actual results could
differ materially from the results contemplated in the forward-looking
statements as a result of a number of factors, including the risk factors set
forth below.
        
         DEPENDENCE ON LIMITED NUMBER OF CLIENTS. A limited number of clients
historically have accounted for a substantial portion of the Company's revenues
in each fiscal year. Revenues attributable to the Company's 10 largest clients
accounted for approximately 90%, 90% and 81% of the Company's total revenues in
the years ended September 30, 1994 and 1995 and December 31, 1996, 
respectively. Four clients in the years ended September 30, 1994 and 1995 and
two clients for the year ended December 31, 1996 each accounted for greater
than 10% of the Company's total revenues. During 1996, GTE Mobile, which
accounted for 15%  of the Company's revenues for the year ended December 31,
1996, changed the way it accesses the Company's Customer Acquisition System,
from using the call center support solutions provided by the Teleservices Group
to using on-line access. As a result, the Company's revenues from this client
decreased significantly during 1996 and are expected to further decrease
significantly in 1997.  The concentration of the Company's revenues can cause
the Company's revenues and earnings to fluctuate significantly from quarter to
quarter, based on the volume of qualification and activation transactions
generated through its significant clients. Moreover, recent consolidation among
established participants in the wireless telecommunications industry may result
in further concentration of the Company's revenues from a limited number of
clients. The Company expects that revenues attributable to a relatively small
number of clients will continue to represent a significant percentage of its
total revenues for the foreseeable future. The Company's contracts with its
clients generally extend for terms of one or more years and do not typically
require the clients to purchase any particular type or quantity of the
Company's products or services or to pay any minimum amount for products or
services. Therefore, there can be no assurance that any of the Company's
clients, including its significant clients, will continue to utilize the
Company's services at levels similar to previous years or at all. The loss of,
or a significant curtailment of purchases by, one or more of the Company's
significant clients, including a loss or curtailment due to factors outside of
the Company's control, could have a material adverse effect on the Company's
business, financial condition, results of operations and cash flow. In
addition, delays in collection or uncollectability of accounts receivable from
any of the Company's significant clients could have a material adverse effect
on the Company's liquidity and working capital position. See "Item 1.
Business-- Clients" and "Item 7. Management's Discussion and Analysis of
Financial  Condition and Results of Operations" in the Form 10-K.

         FLUCTUATIONS IN QUARTERLY PERFORMANCE MAY ADVERSELY AFFECT MARKET PRICE
OF COMMON STOCK. The Company has experienced fluctuations in its quarterly
operating results and anticipates that such fluctuations will continue and could
intensify. The Company's quarterly operating results may vary significantly
depending on a number of factors, including the timing of the introduction or
acceptance of new products and services offered by the Company or its
competitors, changes in the mix of products and services provided by the
Company, the nature and timing of changes in the Company's clients or their use
of the Company's products and services, consolidation among participants and
other changes in the wireless telecommunications industry, changes in the client
markets served by the Company, changes in regulations affecting the wireless
industry, changes in the Company's operating expenses, changes in personnel and
changes in general economic conditions. Historically, the Company's quarterly
revenues have been highest in the fourth quarter of each calendar year and have
been particularly concentrated in the holiday shopping season between
Thanksgiving and Christmas. The Company's transaction revenues, which
historically have represented the majority of the Company's total revenues, are
affected by the volume of use of the Company's services, which is influenced by
seasonal and retail trends, the success of the carriers utilizing the Company's
services in attracting subscribers and the markets served by the Company for 
its clients. Software and other revenues, which include software license 
revenues and related consulting revenues, have recently represented an 
increasing proportion of the Company's total revenues.

                                      4
<PAGE>   7



Software license revenues are principally recognized at the time of delivery of
the licensed products and therefore may result in further fluctuations in the
Company's quarterly operating results. Consulting revenues may be influenced by
the requirements of one or more of the Company's significant clients, including
engagement of the Company for implementing or assisting in implementing special
projects of limited duration. During the nine months ended December 31, 1996,
the Company's revenues from customized software integration services resulted
primarily from projects undertaken for one client, which projects the Company
currently expects will continue at least through December 1997. There can be
no assurance that the Company will be able to achieve or maintain profitability
in the future or that its levels of profitability will not vary significantly
among quarterly periods. Fluctuations in operating results may result in
volatility in the price of the Company's Common Stock.

         Although the Company's existing clients typically provide forecasts of
future activity levels, these forecasts have not always proved accurate. In
addition, the sales cycles for the Company's services are typically lengthy and
subject to a number of significant risks over which the Company has little or
no control, including clients' budget constraints and internal authorization
reviews. As a result, the Company may not be able to make accurate estimates of
future sales levels. A significant portion of the Company's expenses are fixed
and difficult to reduce in the event revenues do not meet the Company's
expectations, thus magnifying the adverse effect of any revenue shortfall.
Furthermore, announcements by the Company or its competitors of new products,
services or technologies could cause clients to defer or cancel purchases of
the Company's products and services; any such deferral or cancellation could
have a material adverse effect on the Company's business, financial condition,
results of operations and cash flow. Accordingly, revenue shortfalls can cause
significant variations in operating results from quarter to quarter and could
have a material adverse effect on the Company's results of operations. If
demand for the Company's services significantly exceeds the Company's estimates
at a time when its systems are used at or near capacity, however, the Company
may be unable to meet contractually required service levels. The Company's
failure to meet such service levels could permit clients to terminate their
agreements with the Company or give rise to liability for damages or penalties,
either of which could have a material adverse effect on the Company's business,
financial condition, results of operations and cash flow. In addition, the
Company has hired a significant number of employees since January 1995 and this 
significant increase in its workforce may negatively impact the Company's
operating margins in the future, particularly if the Company's commercial
introduction of new products and services is not as successful as planned.
        
         Due to all of the foregoing factors, it is possible that in some future
quarter the Company's results of operations will be below prior results or the
expectations of market analysts and investors. In such an event, the price of
the Company's Common Stock would likely be materially adversely affected.

         HISTORY OF LOSSES; CAPITAL REQUIREMENTS. The Company was founded in
1989 and has incurred net losses in each of its fiscal years other than the
years ended September 30, 1994 and December 31, 1996. As of December 31, 1996,
the Company had an accumulated deficit of approximately $1.9 million. No
assurance can be given that the Company will be profitable on either a
quarterly or annual basis in the future or that the Company will not need to
raise additional funds through public or private financings. Expansion of the
Company's business, including the acquisition of additional computer and
network equipment and the expansion of its teleservices call center capacity,
will require the Company to make significant capital expenditures. The Company
believes that the net proceeds of its initial public offering received in 
October 1996, together with other cash balances and funds available under
existing lines of credit, will be sufficient to finance the Company's
operations and capital  expenditures through at least 1997. In the event that
the Company's plans change or available cash resources otherwise prove to be
insufficient (due to unanticipated expenses or otherwise), the Company may be
required to seek additional financing or curtail its expansion activities. The
Company may determine, depending upon the opportunities available to it, to
seek additional debt or equity financing to fund the cost of continuing
expansion. To the extent that the Company obtains equity financing or finances
an acquisition with equity securities, any such issuance of equity securities
could result in dilution to the interests of the Company's stockholders. There
can be no assurance that additional financing will be available to the Company
on acceptable terms, or at all. See "Item 7. Management's Discussion and 
Analysis of Financial Condition and Results of Operations" in the Form 10-K.
        
        
                                      5
<PAGE>   8



         RAPID INDUSTRY CHANGE REQUIRES ONGOING PRODUCT DEVELOPMENT EFFORTS. The
wireless telecommunications industry has been changing rapidly as a result of
increasing competition, technological advances and evolving industry practices
and standards, and the Company expects these changes to continue. Carriers in
the wireless market have also been changing quickly, as the result of
consolidation among established carriers and the rapid entrance of new carriers
into the market. The Company's future success will depend on the continued use
of its existing products and services, market acceptance of its new products
and services and the Company's ability to develop and market new offerings or
adapt existing offerings to keep pace with changes in the wireless
telecommunications industry. A rapid shift away from the use of cellular in
favor of other telecommunications services could affect demand for the
Company's product and service offerings, since different business practices
might evolve with respect to the offering and sale of new telecommunications
services and could require the Company to develop modified or alternate
offerings addressing the particular needs of providers of the new
telecommunications services. In addition, as the cost of wireless communication
services declines and the number of subscribers increases, carriers may elect
to forego credit verification of new customers, and it is unclear what means of
customer screening, if any, carriers will employ if they do not use credit
verification.
        
         Due to rapid changes in the wireless telecommunications industry, the
Company intends to continue to devote substantial financial, managerial and
personnel resources to product development efforts for the foreseeable future.
The development of the Company's product and service offerings is based on a
complex process requiring high levels of innovation and the accurate
anticipation of technological and market trends. There can be no assurance that
the Company will be successful in developing or marketing its existing or
future product and service offerings in a timely manner, or at all. If the
Company is unable, due to resource, technical or other constraints to
anticipate or respond adequately to changing market, client or technological
requirements, the Company's business, financial condition, results of
operations and cash flow will be materially adversely affected. There can be no
assurance that products or services developed by others will not render the
Company's products or services non-competitive or obsolete. See
"Item 1. Business--Competition" in the Form 10-K.
        
         RISKS ASSOCIATED WITH MANAGING A CHANGING BUSINESS. The Company has
expanded its operations rapidly, and this expansion has created significant
demands on the Company's executive, operational, development and financial
personnel and other resources. Additional expansion by the Company, including
geographic expansion, may further strain the Company's management, financial and
other resources. There can be no assurance that the Company's systems,
procedures, controls and existing space will be adequate to support expansion of
the Company's operations. The Company's future operating results will depend on
the ability of its officers and key employees to manage changing business
conditions and to continue to improve its operational and financial control and
reporting systems. If the Company's management is unable to manage growth
effectively, its business, financial condition, results of operations and cash
flow could be materially and adversely affected. See "Item 1. Business--
Employees," "Item 4A. Executive Officers" and "Item 10. Directors and Executive
Officers of the Registrant" in the Form 10-K.

         The success of the Company's business depends in part upon the
Company's ability to attract, train and retain a sufficient number of qualified
personnel to meet its needs. The Company's teleservices call center is labor
intensive; consequently, an increase in the turnover rate among the Company's
teleservices employees would increase the Company's recruiting and training
costs, and if the Company were unable to recruit and retain a sufficient number
of these employees, it could be forced to limit its growth or possibly curtail
its operations. There can be no assurance that the Company will be successful in
attracting, training and retaining the required number of employees to support
the Company's business in the future. See "Item 1. Business--Products and 
Services" in the Form 10-K.

         DEPENDENCE ON KEY PERSONNEL. The Company's success to date has depended
to a significant extent on Pamela D.A. Reeve, its President and Chief Executive
Officer, and a number of other key personnel. With the exception of Ms. Reeve,
none of the Company's personnel is a party to an employment agreement with the

                                      6
<PAGE>   9



Company. The loss of the services of Ms. Reeve or any of the Company's other
key personnel could have a material adverse effect on the Company's business,
financial condition, results of operations and cash flow. The Company believes
that its future success will depend in large part on its ability to attract and
retain highly qualified management, engineering, research and development,
sales and operational personnel. In particular, the Company will need to hire
additional software developers in order to support and increase its software
licensing activities. Competition for all of these personnel is intense and
there can be no assurance that the Company will be successful in attracting and
retaining key personnel. The failure of the Company to hire and retain
qualified personnel could have a material adverse effect upon the Company's
business, financial condition, results of operations and cash flow. The Company
does not maintain key person life insurance policies on any of its employees
other than Ms. Reeve. See "Item 1. Business--Employees," "Item 4A. Executive
Officers" and "Item 10. Directors and Executive Officers of the Registrant" in
Form 10-K.
        
         DEPENDENCE ON CELLULAR MARKET AND EMERGING WIRELESS MARKETS. The
Company historically has provided its products and services predominantly to
cellular carriers. Although the cellular market has experienced significant
growth in recent years, there can be no assurance that such growth will continue
at similar rates, or at all, or that cellular carriers will continue to use the
Company's products and services. Further growth in the Company's revenues from
use of the Company's Customer Acquisition System by cellular carriers is more
likely to result from expansion into additional geographic markets for its
existing clients and from general growth of the cellular market, if any, than
from the addition of new cellular carrier clients. Declines in demand for the
Company's products and services, whether as a result of competition,
technological change, industry change, general economic conditions or other
factors, could have a material adverse effect on the Company's business,
financial condition, results of operations and cash flow.

         The Company's future operating results will depend in part on the
emergence of the PCS market and other wireless telecommunications markets and
the use of the Company's products and services by PCS and other wireless
carriers. The PCS market is in its initial stages of development. If the growth
of the PCS market or other new wireless markets does not meet expectations or is
significantly delayed for any reason, or if carriers in these markets do not use
the Company's products and services, the Company's business, financial
condition, results of operations and cash flow could be materially and adversely
affected. See "Item 1. Business--Products and Services" in the Form 10-K.

        HIGHLY COMPETITIVE INDUSTRY. The market for products and services
provided to wireless carriers is highly competitive and subject to rapid
change. The market is fragmented, and a number of companies currently offer one
or more products or services competitive with those offered by the Company. In
addition, many wireless carriers are providing or can provide, internally,
products and services competitive with those the Company offers. Trends in the
wireless telecommunications industry, including greater consolidation and
technological or other developments that make it simpler or more cost-effective
for wireless carriers to provide certain services themselves, could affect
demand for the Company's services and could make it more difficult for the
Company to offer a cost-effective alternative to a wireless carrier's own
capabilities. In addition, the Company anticipates continued growth in the
wireless carrier services industry and, consequently, the entrance of new
competitors in the future.

         The Company believes that the principal competitive factors in the
wireless carrier services industry include the ability to identify and respond
to subscriber needs, quality and breadth of service offerings, price and
technical expertise. The Company believes that its ability to compete also
depends in part on a number of competitive factors outside its control,
including the ability to hire and retain employees, the development by others of
products and services that are competitive with the Company's products and
services, the price at which others offer comparable products and services and
the extent of its competitors' responsiveness to customer needs.

                                      7
<PAGE>   10




         Many of the Company's current and potential competitors have
significantly greater financial, marketing, technical and other competitive
resources than the Company. As a result, the Company's competitors may be able
to adapt more quickly to new or emerging technologies and changes in customer
requirements or may be able to devote greater resources to the promotion and
sale of their products and services. There can be no assurance that the Company
will be able to compete successfully with its existing competitors or with new
competitors. In addition, competition could increase if new companies enter the
market or if existing competitors expand their service offerings. An increase in
competition could result in price reductions or the loss of market share by the
Company and could have a material adverse effect on the Company's business,
financial condition, results of operations and cash flow.

         To remain competitive in the wireless carrier services industry, the
Company will need to continue to invest in engineering, research and development
and sales and marketing. There can be no assurance that the Company will have
sufficient resources to make such investments or that the Company will be able
to make the technological advances necessary to remain competitive. In addition,
current and potential competitors have established or may in the future
establish collaborative relationships among themselves or with third parties,
including third parties with whom the Company has a relationship, to increase
the visibility and utility of their products and services. Accordingly, it is
possible that new competitors or alliances may emerge and rapidly acquire a
significant market share. If this were to occur, the Company's business,
financial condition, results of operations and cash flow could be materially and
adversely affected. See "Item 1. Business--Competition" in the Form 10-K.

         RISK OF SYSTEM FAILURE. The Company's operations are dependent upon its
ability to maintain its computer and telecommunications equipment and systems in
effective working order and to protect its systems against damage from fire,
natural disaster, power loss, telecommunications failure or similar events. All
of the Company's computer and telecommunications equipment is located at its two
sites in Waltham, Massachusetts, and, as a result, may be vulnerable to a
natural disaster. The Company has taken precautions to protect itself and its
clients from events that could interrupt delivery of the Company's services.
These precautions include physical security systems, back-up and off-site data
storage, back-up telephone lines, service arrangements with multiple
long-distance telephone carriers and on-site power generators. Notwithstanding
such precautions, there can be no assurance that a fire, natural disaster, power
loss, telecommunications failure or similar event would not result in an
interruption of the Company's services. From time to time, the Company has
experienced delays in the delivery of services to some clients as a result of
failures of certain of the Company's systems. In addition, the growth of the
Company's client base, a significant increase in transaction volume or an
expansion of the Company's facilities may strain the capacity of its computers
and telecommunications systems and lead to degradations in performance or system
failure. Many of the Company's agreements with carriers contain level of service
commitments which the Company might be unable to fulfill in the event of a
natural disaster or major system failure. Any damage, failure or delay that
causes interruptions in the Company's operations could have a material adverse
effect on the Company's business, financial condition, results of operations and
cash flow. Further, any future addition or expansion of the Company's facilities
to increase capacity could increase the Company's exposure to damage from fire,
natural disaster, power loss, telecommunications failure or similar events.
There can be no assurance that the Company's property and business interruption
insurance will be adequate to compensate the Company for any losses that may
occur in the event of a system failure or that such insurance will continue to
be available to the Company at all or, if available, that it will be available
on commercially reasonable terms. See "Item 1. Business--Products and Services"
in the Form 10-K.

         In addition to its own systems, the Company relies on certain
equipment, systems and services from third parties that are also subject to
risks, including risks of system failure or inadequacy. For example, in
providing its credit verification service, the Company is dependent on access to
various credit information data bases.

                                      8
<PAGE>   11



Similarly, delivery of the Company's activation services is often dependent on
the availability and performance of third-party billing systems. If, for any
reason, the Company were unable to access any such data bases or third-party
billing systems, the Company's ability to process credit verification
transactions could be impaired. In addition, the Company's business is
materially dependent on service provided by various local and long distance
telephone companies. A significant increase in the cost of telephone services
that is not recoverable through an increase in the price of the Company's
services, or any significant interruption in telephone services, could have a
material adverse effect on the Company's business, financial condition, results
of operations and cash flow.

         RISK OF SOFTWARE DEFECTS; DEPENDENCE ON THIRD-PARTY SOFTWARE. The
software developed and utilized by the Company in providing its products and
services may contain errors. Although the Company engages in extensive testing
of its software before it is used to provide services to clients, there can be
no assurance that errors will not be found in software after commencement of the
use of such software. Any such error may result in the Company's partial or
total inability to provide services to its clients, additional and unexpected
expenses to fund further product development or to add programming personnel to
complete a development project, or loss of revenue because of the inability of
clients to use the Company's products or services or the termination by clients
of their arrangements with the Company. Any of these results could have a
material adverse effect on the Company's business, financial condition, results
of operations and cash flow.

         Certain software used in the Company's software products and to support
the Company's qualification and activation services is licensed by the Company
from third parties. The Company licenses software from Pilot Software, Inc.
under a license agreement that will expire in December 2000 and licenses
software from Trans Union Corporation under a three-year agreement. There can 
be no assurance that these suppliers will continue to license this software to 
the Company or, if any supplier terminates its agreement with the Company, that
the Company will be able to develop or otherwise procure software from another 
supplier on a timely basis or on commercially reasonable terms. Even if the 
Company succeeds in developing or procuring such software in such 
circumstances, there can be no assurance that the Company will be able to do so
in a timely fashion. See "Item 1. Business--Proprietary Rights" in the Form 
10-K.

         RISKS ASSOCIATED WITH POTENTIAL ACQUISITIONS. The Company may in the
future pursue acquisitions of companies, technologies or assets that complement
the Company's business. Future acquisitions may result in the potentially
dilutive issuance of equity securities, the incurrence of additional debt, the
write-off of in-process research and development or software acquisition and
development costs and the amortization of expenses related to goodwill and other
intangible assets, any of which could have a material adverse effect on the
Company's business, financial condition, results of operations and cash flow.
Future acquisitions would involve numerous additional risks, including
difficulties in the assimilation of the operations, services, products and
personnel of the acquired company, the diversion of management's attention from
other business concerns, entering markets in which the Company has little or no
direct prior experience and the potential loss of key employees of the acquired
company. 

         GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES. The wireless carriers
that constitute the Company's clients are regulated at both the federal and
state levels. Federal and state regulation may decrease the growth of the
wireless telecommunications industry, affect the development of the PCS or other
wireless markets, limit the number of potential clients for the Company's
services, impede the Company's ability to offer competitive services to the
wireless telecommunications market, or otherwise have a material adverse effect
on the Company's business, financial condition, results of operations and cash
flow. The Telecommunications Act of 1996, which in large measure deregulated the
telecommunications industry, has caused, and is likely to continue to cause,
significant changes in the industry, including the entrance of new competitors,
consolidation of industry participants and the introduction of bundled wireless
and wireline services. Those changes could in turn subject

                                      9
<PAGE>   12



the Company to increased pricing pressures, decrease the demand for the
Company's products and services, increase the Company's cost of doing business
or otherwise have a material adverse effect on the Company's business, financial
condition, results of operations and cash flow.

         As the result of offering its ProFile product, the Company is subject
to the requirements of the Fair Credit Reporting Act and certain state laws.
Although the Company's business activities are not otherwise within the scope of
federal or state regulations applicable to credit bureaus and financial
institutions, the Company must take into account such regulations in order to
provide products and services that help its clients comply with such
regulations. The Company monitors regulatory changes and implements changes to
its products and services as appropriate. Although the Company attempts to
protect itself by written agreements with its clients, failure to reflect the
provisions of such regulations in a timely or accurate manner could possibly
subject the Company to liabilities that could have a material adverse effect on
the Company's business, financial condition, results of operations and cash
flow. See "Item 1. Business--Government Regulation" in the Form 10-K.

         LIMITED PROTECTION OF PROPRIETARY TECHNOLOGY; RISK OF THIRD PARTY
CLAIMS. The Company's success is dependent upon proprietary technology. The
Company currently has no patents and protects its property rights in its
technology primarily through copyrights, the law of trademarks, trade secrets
and employee and third-party non-disclosure agreements. There can be no
assurance that the steps taken by the Company to protect its proprietary rights
will be adequate to prevent misappropriation of its technology or independent
development by others of similar technology. In addition, the laws of some
foreign countries do not protect the Company's proprietary rights to the same
extent as do the laws of the United States. There can be no assurance that these
protections will be adequate.

         Although the Company believes that its products and technology do not
infringe on any existing proprietary rights of others, there can be no assurance
that third parties will not assert such claims against the Company in the future
or that such future claims will not be successful. The Company could incur
substantial costs and diversion of management resources with respect to the
defense of any claims relating to proprietary rights, which could have a
material adverse effect on the Company's business, financial condition, results
of operations and cash flow. Furthermore, parties making such claims could
secure a judgment awarding substantial damages, as well as injunctive or other
equitable relief, which could effectively block the Company's ability to make,
use, sell, distribute or market its products and services in the United States
or abroad. Such a judgment could have a material adverse effect on the Company's
business, financial condition, results of operations and cash flow. In the event
a claim relating to proprietary technology or information is asserted against
the Company, the Company may seek licenses to such intellectual property. There
can be no assurance, however, that such a license could be obtained on
commercially reasonable terms, if at all, or that the terms of any offered
licenses will be acceptable to the Company. The failure to obtain the necessary
licenses or other rights could preclude the sale, manufacture or distribution of
the Company's products and, therefore, could have a material adverse effect on
the Company's business, financial condition, results of operations and cash
flow. The cost of responding to any such claim may be material, whether or not
the assertion of such claim is valid. See "Item 1. Business--Proprietary 
Rights" in the Form 10-K.

         RISKS ASSOCIATED WITH INTERNATIONAL EXPANSION. As part of its business
strategy, the Company may seek opportunities to expand its offerings into
international markets. The Company does not currently derive any revenues from
international markets. The Company believes that such expansion is important to
the Company's ability to continue to grow and to market its products and
services. In particular, some domestic wireless carriers expanding into
international markets may seek single, global solutions from the Company and its
competitors, and as a result, the inability of the Company to offer its products
and services internationally may have an adverse effect on the Company's ability
to market its products and services to those carriers for use in the United
States.

                                      10
<PAGE>   13



In marketing its products and services internationally, however, the Company
will face new competitors, some of whom may have established strong
relationships with carriers. There can be no assurance that the Company will be
successful in marketing or distributing its services abroad or that, if the
Company is successful, its international revenues will be adequate to offset the
expense of establishing and maintaining international operations. To date, the
Company has no experience in marketing and distributing its services
internationally. In addition to the uncertainty as to the Company's ability to
establish an international presence, there are certain difficulties and risks
inherent in doing business on an international level, such as compliance with
regulatory requirements and changes in these requirements, export restrictions,
export controls relating to technology, tariffs and other trade barriers,
difficulties in staffing and managing international operations, longer payment
cycles, problems in collecting accounts receivable, political instability,
fluctuations in currency exchange rates, seasonal reductions in business
activity during the summer months in Europe and certain other parts of the world
and potentially adverse tax consequences. There can be no assurance that one or
more of such factors will not have a material adverse effect on any
international operations established by the Company and, consequently, on the
Company's business, financial condition, results of operations and cash flow.

          POSSIBLE VOLATILITY OF STOCK PRICE. Factors such as announcements of
technological innovations or new products by the Company, its competitors and
other third parties, as well as quarterly variations in the Company's results
of operations and market conditions in the industry, may cause the market price
of the Common Stock to fluctuate significantly. In addition, the stock market
in general has experienced substantial price and volume fluctuations, which
have particularly affected the market prices of many technology companies and
which have often been unrelated to the operating performance of such companies.
These broad market fluctuations may adversely affect the market price of the
Common Stock.

        CONTROL BY EXISTING STOCKHOLDERS MAY DISCOURAGE CHANGE OF CONTROL.
As of March 21, 1997, the Company's executive officers, directors and 5%
stockholders owned beneficially an aggregate of 8,841,655 shares or
approximately 58% of the outstanding shares of Common Stock. As a result, these
stockholders, if acting together, may be able to control matters requiring the
approval of stockholders of the Company, including the election of directors.
This concentration of ownership by existing stockholders may also have the
effect of delaying or preventing a change in control of the Company. See "Item
12. Security Ownership of Certain Beneficial Owners and Management" in the Form
10-K.


                                      11
<PAGE>   14




         ANTI-TAKEOVER EFFECT OF CHARTER PROVISIONS, BY-LAWS AND DELAWARE LAW.
The Company's Amended and Restated Certificate of Incorporation (the "Restated
Charter") and Amended and Restated By-Laws (the "Restated By-Laws") contain
provisions that could discourage a proxy contest or make more difficult the
acquisition of a substantial block of the Company's Common Stock. The Restated
Charter requires that any action required or permitted to be taken by
stockholders of the Company must be effected at a duly called annual or special
meeting of stockholders and may not be effected by any consent in writing. The
Restated By-Laws require specified advance notice by a stockholder of a
proposal or director nomination which such stockholder desires to present at    
any annual or special meeting of stockholders. Special meetings of stockholders
may be called only by the President or a majority of the Board of Directors.
The Restated By-Laws provide for a classified Board of Directors, and members
of the Board of Directors may be removed only for cause upon the affirmative
vote of holders of at least two-thirds of the shares of capital stock of the
Company issued and outstanding and entitled to vote. The affirmative vote of
the holders of at least 75% of the shares of capital stock of the Company
issued and outstanding and entitled to vote is required to amend or repeal
these provisions. In addition, the Board of Directors is authorized to issue
shares of Common Stock and Preferred Stock which, if issued, could dilute and
adversely affect various rights of the holders of Common Stock and, in
addition, could be used to discourage an unsolicited attempt to acquire control
of the Company.

         The Company is subject to the anti-takeover provisions of Section 203
of the Delaware General Corporation Law, which prohibit the Company from
engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
became an interested stockholder, unless the business combination is approved
in a prescribed manner. The application of Section 203 may limit the ability of
stockholders to approve a transaction that they deem to be in their best
interests. The foregoing and other provisions of the Restated Charter and the
Restated By-Laws and the application of Section 203 of the Delaware General
Corporation Law could have the effect of deterring certain takeovers or
delaying or preventing certain changes in control or management of the Company,
including transactions in which stockholders might otherwise receive a premium
for their shares over then current market prices. See "Description of Capital
Stock--Preferred Stock" and "--Anti-Takeover Effects of Provisions of the
Restated Charter and By-Laws and of Delaware Law" in the Form S-1.
        



                                                                             
                                      12


<PAGE>   15



                                 USE OF PROCEEDS

         The Company will not receive any proceeds from the sale of Common Stock
by the Selling Stockholders, nor will any such proceeds be available for use by
the Company or otherwise for the Company's benefit. See "Selling Stockholders."

                              SELLING STOCKHOLDERS

         <TABLE>
         The following table sets forth the number of shares of Common Stock
owned by the Selling Stockholders as of March 24, 1997. Beneficial ownership
of Common Stock by the Selling Stockholders following this offering will depend
on the number of Shares sold by each Selling Stockholder. The shares of Common
Stock offered by this Reoffer Prospectus may be offered from time to time by the
Selling Stockholders named below. In addition, certain non-affiliates of the
Company who each hold less than the lesser of 1,000 shares and 1% of the shares
issuable under the Plan pursuant to which such shares were granted and who,
therefore, are not required to be named in the following table may use this
Reoffer Prospectus for offers and sales of up to an aggregate of 6,565 of the
Shares.

<CAPTION>

                                   Shares          Number of Shares       Shares to be
                             Beneficially Owned    Being Registered    Beneficially Owned
                            Prior to Offering(1)   for Sale Hereby(2)   After Offering(3)
                            --------------------   ------------------  ------------------

Name                        Number       Percent                       Number      Percent
----                        -------      -------                       -------     -------

<S>                         <C>            <C>          <C>            <C>            <C>
Richard Antell(4)            88,000        *            11,600          76,400        *
                                                                       
Terry L. Beech                4,000        *             4,000               0        *
                                                                       
Douglas E. Blackwell(5)      64,500        *            22,000          42,500        *

Sharon E. Brown, Trustee of   1,100        *             1,100               0        *
 The Jeffrey Walker Anderson
 Trust 

Sharon E. Brown, Trustee of   1,100        *             1,100               0        *
 The Walter Brown Trust  
                                                                       
William G. Brown(6)         106,300        *            57,800          48,500        *
                                                                       
Kevin F. Collins              7,500        *             2,500           5,000        *

Judith Dumont                13,500        *             6,000           7,500        *

David Galiel                  4,000        *             4,000               0        *
                                                                       
Kenelmn Jr. Harris            4,000        *             4,000               0        *
                                                                       
Lawrence B. Jarvis            5,150        *             5,150               0        *
                                                                       
Kathi M. Kaligian             1,400        *             1,400               0        *
                                                                       
Steven H. Maxwell             5,000        *             4,500             500        *

Brian J. McNiff              14,500        *             8,500           6,000        *

D. Quinn Mills(7)           413,232        2.7          50,000         363,232        2.4
                                                                       
Kevin O'Reilly                1,100        *             1,100               0        *
                                                                       
Thomas Payne                 10,000        *            10,000               0        *
                                                                       
Pamela D. A. Reeve(8)       792,214        5.1          15,000         777,214        5.0

Naomi Sacks                   1,850        *             1,850               0        *
                                                                       
Shira Shapiro                 1,900        *             1,900               0        *
                                                                       
Jack Sharon                   1,470        *             1,470               0        *
                                                                       
Thomas J. Stopyra             1,250        *             1,250               0        *

Julie B. Wheeler              4,450        *             1,700           2,750        *                                          

Christopher Zigomalas         2,000        *             2,000               0        *
                                                                       
                                                                    


==========================================================================================
<FN>

 * Less than 1%.

(1) The number of shares beneficially owned by each stockholder is determined
    in accordance with the rules promulgated by the Commission, and the
    information is not necessarily indicative of beneficial ownership for any
    other purpose. Under such rules, beneficial ownership includes any shares
    as to which the person has sole or shared voting or investment power and
    also any shares which the person has the right to acquire within 60 days
    after March 24, 1997. The inclusion of such shares herein, however, does
    not constitute an admission that the named stockholder is a direct or
    indirect beneficial owner of such shares. To the Company's knowledge, each
    person named in the table has sole voting and investment power (or shares
    such power with his spouse) with respect to all shares of Common Stock
    shown

</TABLE>

                                      13
<PAGE>   16



    as beneficially owned by such person. Solely for the purpose of computing
    the percentage of shares beneficially owned by a person, shares of Common
    Stock which the person has the right to acquire within 60 days of March 24,
    1997 are deemed outstanding.
(2) The Registration Statement shall also cover any additional shares of
    Common Stock that become issuable in connection with the shares of Common
    Stock registered for sale hereby by reason of any stock dividend, stock
    split, recapitalization, or other similar transaction effected without the
    receipt of consideration that results in an increase in the number of the
    Company's outstanding shares of Common Stock.
(3) Assumes that all of the Shares offered hereby are sold.
(4) Includes 76,400 shares subject to options exercisable within 60 days of
    March 24, 1997. Mr. Antell is the Vice President of Software Development
    of the Company.
(5) Includes 35,000 shares subject to options exercisable within 60 days
    of March 24, 1997. Mr. Blackwell is the Vice President of Service Delivery
    of the Company.
(6) Includes 6,600 shares held by trusts for the benefit of Mr. Brown's children
    and 48,500 shares subject to options exercisable within 60 days of
    March 24, 1997. Mr. Brown is the Chief Financial Officer, Vice President
    of Finance and Administration and Treasurer of the Company.
(7) Includes 341,466 shares held by the D. Quinn Mills Profit Sharing Plan and
    21,766 shares purchasable upon exercise of a warrant held by a child of 
    Dr. Mills. Mr. Mills is a director of the Company.
(8) Includes 4,400 shares held by trusts for the benefit of Ms. Reeve's children
    and 379,000 shares subject to options exercisable within 60 days of
    March 24, 1997. Ms. Reeve is the President and Chief Executive Officer
    and a director of the Company.



                                      14

<PAGE>   17



                              PLAN OF DISTRIBUTION

    The shares offered hereby may be sold from time to time by the Selling
Stockholders or their pledgees, donees, transferees or other successors in
interest. Such sales may be made on the Nasdaq National Market, or otherwise, at
prices and on terms then prevailing or at prices related to the then-current
market prices, or in negotiated transactions at negotiated prices. The shares
may be sold by one or a combination of the following: (a) a block trade in which
the broker or dealer so engaged will attempt to sell the shares as agent, but
may position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this Reoffer Prospectus; (c) an
exchange distribution in accordance with the rules of such exchange; and (d)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers. In effecting sales, brokers or dealers engaged by the Selling
Stockholders may arrange for other brokers or dealers to participate. Brokers or
dealers may receive discounts, concessions, commissions or other compensation
from Selling Stockholders in amounts to be negotiated immediately prior to the
sale. The Selling Stockholders and any broker-dealers that participate in the
distribution may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act, and any commission received by them and any profit
on the resale of shares sold by them may be deemed to be underwriting discounts
and commissions. In addition, any securities covered by this Reoffer Prospectus
that qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather
than pursuant to this Reoffer Prospectus.

    Upon the Company being notified by a Selling Stockholder that any material
arrangement has been entered into with a broker-dealer for the sale of shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, a supplemented prospectus will
be filed, if required, pursuant to Rule 424(c) under the Securities Act, setting
forth: (i) the name of such Selling Stockholder and the name of each of the
participating broker-dealers; (ii) the number of shares involved; (iii) the
price at which such shares were sold; (iv) the commissions paid or discounts or
concessions allowed to such broker-dealers, where applicable; (v) a statement to
the effect that such broker-dealers did not conduct any investigation to verify
the information set out or incorporated by reference in this Reoffer Prospectus;
and (vi) other facts material to the transaction.

    The Selling Stockholders will be responsible for any discounts,
concessions, commissions or other compensation due to any broker or dealer in
connection with the sale of any of the Shares offered hereby. All of the other
expenses of this offering will be paid by the Company.

    Limitations on Resale
    ---------------------

    As of the date of this Reoffer Prospectus, the Company does not meet
the registrant requirements for the use of Form S-3. Therefore, pursuant to
General Instruction C of Form S-8, the Selling Stockholders, and any other
persons with whom a Selling Stockholder is acting in concert for the purpose of
selling securities of the Company, are subject to the volume resale limitations
of Rule 144(e) under the Securities Act. Rule 144(e) limits the volume of sales
of shares for the account of persons subject to its provisions to the greater
of (a) 1% of the shares of the class outstanding as shown by the most recent
report issued or published by the issuer or (b) the average weekly trading
volume in the securities as determined pursuant to Rule 144(e).
        
                                  LEGAL MATTERS

    The validity of the Shares offered hereby has been passed upon for the
Company by Foley, Hoag & Eliot LLP, Boston, Massachusetts.


                                      15

<PAGE>   18


                                     EXPERTS

        The consolidated financial statements incorporated in this Prospectus
by reference from the Company's Annual Report on Form 10-K for the year ended
December 31, 1996 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein by reference,
and has been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.

                                      16
<PAGE>   19



                                TABLE OF CONTENTS

    No broker, dealer or any other person has been authorized to give any
information or to make any representations in connection with this offering
other than those contained in this Reoffer Prospectus, and, if given or made,
such information or representations must not be relied upon as having been
authorized by the Company or any Selling Stockholder. This Reoffer Prospectus
does not constitute an offer to sell or a solicitation of an offer to buy any
securities other than the shares of Common Stock to which it relates or an offer
to, or a solicitation of, any person in any jurisdiction where such an offer or
solicitation would be unlawful. Neither the delivery of this Reoffer Prospectus
nor any sale made hereunder shall create, under any circumstances, any
implication that there has been no change in the affairs of the Company since
the date hereof or that information contained herein is correct as of any time
subsequent to its date.




<TABLE>
                                TABLE OF CONTENTS
                                ----------------- 
<CAPTION>
                                                                         Page
                                                                         ----

<S>                                                                        <C>
Available Information ................................................     2

Incorporation of Certain Documents by Reference ......................     2

The Company ..........................................................     3

Risk Factors .........................................................     4

Use of Proceeds ......................................................     13

Selling Stockholders .................................................     13

Plan of Distribution .................................................     15

Legal Matters ........................................................     15

Experts ..............................................................     16
</TABLE>



                                LIGHTBRIDGE, INC.

                         226,485 Shares of Common Stock


                               -------------------

                                   PROSPECTUS

                               -------------------
                                 March 25, 1997



                                       17
<PAGE>   20



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated in this Registration Statement by
reference:

         (a) the description of the Company's Common Stock contained in the
Registration Statement on Form 8-A filed with the Commission on September 6,
1996 under Section 12 of the Securities Exchange Act of 1934, including any
amendment or report filed for the purpose of updating such description;

         (b) the Company's Annual Report on Form 10-K for the Fiscal Year ended
December 31, 1996, as filed with the Commission on March 25, 1997; and

         (c) all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.


                                     II-1
<PAGE>   21



ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law affords a Delaware
corporation the power to indemnify its present and former directors and offices
under certain conditions. Article SEVENTH of the Restated Charter provides that
the Company shall indemnify each person who at any time is, or shall have been,
a director or officer of the Company, and is threatened to be or is made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
or she is, or was, a director or officer of the Company, is or was serving at 
the request of the Company as a director, officer, employee, trustee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement incurred in connection with any such action, suit or proceeding to
the maximum extent permitted by the Delaware General Corporation Law.

         Section 102(b)(7) of the Delaware Corporation Law gives a Delaware
corporation the power to adopt a charter provision eliminating or limiting the
personal liability of directors to the corporation or to its stockholders for
breach of fiduciary duty as directors, provided that such provision may not
eliminate or limit the liability of directors for (i) any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) any acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) any payment of a dividend or approval of a stock
purchase that is illegal under Section 174 of the Delaware Corporation Law or
(iv) any transaction from which the director derived an improper personal
benefit. Article NINTH of the Restated Charter provides that to the maximum
extent permitted by the General Corporation Law of the State of Delaware, no
director of the Company shall be personally liable to the Company or to any of
its stockholders for monetary damages arising out of such director's breach of
fiduciary duty as a director of the Company. No amendment to or repeal of the
provisions of Article NINTH shall apply to or have any effect on the liability
or the alleged liability of any director of the Corporation with respect to any
act or failure to act of such director occurring prior to such amendment or
repeal. A principal effect of such Article NINTH is to limit or eliminate the
potential liability of the Company's directors for monetary damages arising from
breaches of their duty of care, unless the breach involves one of the four
exceptions described in (i) through (iv) above. 

         Section 145 of the Delaware General Corporation Law also affords a
Delaware corporation the power to obtain insurance on behalf of its directors
and officers against liabilities incurred by them in those capacities. The
Company has procured a directors' and officers' liability and company
reimbursement liability insurance policy that (a) insures directors and officers
of the Company against losses (above a deductible amount) arising from certain
claims made against them by reason of certain acts done or attempted by such
directors or officers and (b) insures the Company against losses, (above a
deductible amount) arising from any such claims, but only if the Company is
required or permitted to indemnify such directors or officers for such losses
under statutory or common law or under provisions of the Restated Charter or the
Restated By-Laws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


                                     II-2
<PAGE>   22



ITEM 8.  EXHIBITS.

4.1*     Specimen certificate for the Common Stock

 5.1     Opinion of Foley, Hoag & Eliot LLP

10.1*    Lightbridge, Inc. 1990 Incentive and Nonqualified Stock Option Plan

10.2*    Lightbridge, Inc. 1996 Incentive and Non-Qualified Stock Option Plan

23.1     Consent of Deloitte & Touche LLP

23.2     Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1)

24.1     Power of Attorney (contained on the signature page)

----------
* Filed as an exhibit to the Company's Registration Statement on Form S-1 (file
  number 333-6589), as declared effective by the Commission on September 25,
  1996 and incorporated herein by reference.


                                     II-3

<PAGE>   23



ITEM 9.  UNDERTAKINGS.

         1.   The undersigned Registrant hereby undertakes:

                  (a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           (i)   To include any prospectus required by Section 
                  10(a)(3) of the Securities Act of 1933;


                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the Registration
                  Statement;

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the Registration Statement or any material change to such
                  information in the Registration Statement;

provided, however, that paragraphs 2 (a)(1)(i) and 2 (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference herein.

                  (b) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                  (c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         2.       The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         3.       Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                     II-4


<PAGE>   24



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Waltham, Massachusetts, on this 25th day of March
1997.

                                LIGHTBRIDGE, INC.


                                By: /s/ Pamela D.A. Reeve
                                    -----------------------------------
                                    Pamela D.A. Reeve
                                    President & Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Pamela D.A. Reeve and William G. Brown,
and each of them, true and lawful attorneys-in-fact and agents with full power
of substitution, for and in such name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing that they, or either of them, may deem necessary or
advisable to be done in connection with this Registration Statement, as fully
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either
of them, or any substitute or substitutes for any or both of them, may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities as of March 25, 1997.



Signature                                Title
---------                                -----


/s/ Pamela D.A. Reeve                    President; Chief Executive Officer;
----------------------------             Director (Principal Executive Officer)
Pamela D.A. Reeve                          



                                     II-5
<PAGE>   25



Signature                                Title
---------                                -----



/s/ William G. Brown                     Chief Financial Officer; Treasurer
----------------------------             (Principal Financial and Accounting
William G. Brown                         Officer)



/s/ Andrew I. Fillat                     Director
----------------------------
Andrew I. Fillat



/s/ Torrence C. Harder                   Director
----------------------------
Torrence C. Harder



/s/ Douglas A. Kingsley                  Director
----------------------------
Douglas A. Kingsley



/s/ D. Quinn Mills                       Director
----------------------------
D. Quinn Mills



                                     II-6
<PAGE>   26


<TABLE>
                                                   EXHIBIT INDEX
                                                   -------------
<CAPTION>

Exhibit
  No.             Description                                                                     Page
-------           -----------                                                                     ----

<S>               <C>       
 4.1*             Specimen certificate for the Common Stock

 5.1              Opinion of Foley, Hoag & Eliot LLP

10.1*             Lightbridge, Inc. 1990 Incentive and Nonqualified Stock Option Plan

10.2*             Lightbridge, Inc. 1996 Incentive and Non-Qualified Stock Option Plan

23.1              Consent of Deloitte & Touche LLP

23.2              Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1)

24.1              Power of Attorney (contained on the signature page)
</TABLE>

----------
* Filed as an exhibit to the Company's Registration Statement on Form S-1 (file
  number 333-6589), as declared effective by the Commission on September 25,
  1996 and incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "description": "LIGHTBRIDGE, INC.", "secsgml_size_bytes": 85972}]
{"company-data": {"conformed-name": "LIGHTBRIDGE INC", "cik": "0001017172", "assigned-sic": "4812", "irs-number": "043065140", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-23937", "film-number": "97562855"}, "business-address": {"street1": "281 WINTER ST", "city": "WALTHAM", "state": "MA", "zip": "02154", "phone": "6178321134"}, "mail-address": {"street1": "281 WINTER ST", "city": "WALTHAM", "state": "MA", "zip": "02154"}}
1
                                                          Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    ---------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                Lightbridge, Inc.
-------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
-------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   04-3065140
-------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)

           281 Winter Street, Waltham, Massachusetts                    02154
-------------------------------------------------------------------------------
            (Address of Principal Executive Offices)                 (Zip Code)

                                LIGHTBRIDGE, INC.
                1990 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
               1996 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
-------------------------------------------------------------------------------
                            (Full Title of the Plan)

                                Pamela D.A. Reeve
                       President & Chief Executive Officer
                                Lightbridge, Inc.
                                281 Winter Street
                          Waltham, Massachusetts 02154
-------------------------------------------------------------------------------
                     (Name and Address of Agent for Service)

                                 (617) 890-2000
-------------------------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)

                                 WITH A COPY TO:
                         John D. Patterson, Jr., Esq.
                            Mark L. Johnson, Esq.
                             Foley, Hoag & Eliot LLP
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 832-1000

--------------------------------------------------------------------------------

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                                      Proposed
Title of                            Proposed          Maximum
Securities           Amount         Maximum           Aggregate     Amount of
to be                to be          Offering Price    Offering      Registration
Registered           Registered     Per Share(1)      Price(1)      Fee
--------------------------------------------------------------------------------
2
Common Stock       226,485 shares    $ 6.875(2)    $ 1,557,084       $  472 (2)
 .01 par value                       
------------------------------------------------------------------------------
                                    
Common Stock     1,472,005 shares    $  1.91       $ 2,816,472       $  854 (3)
 .01 par value                       
------------------------------------------------------------------------------
                                    
Common Stock       277,850 shares    $  9.99       $ 2,776,950       $  842 (4)
 .01 par value                       
------------------------------------------------------------------------------
                                    
Common Stock       722,150 shares    $ 6.875(5)    $ 4,964,781       $1,505(5)
 .01 par value                       
------------------------------------------------------------------------------
                                    
Totals                                             $12,115,287       $3,673
                                    
------------------------------------------------------------------------------
RIDER A:

(1)  Estimated solely for the purpose of determining the registration fee.

(2)  In accordance with Rule 457(c) under the Securities Act of 1933,
     the calculation with respect to shares issued and outstanding at 
     March 24, 1997 pursuant to the exercise of stock options granted under
     the Lightbridge, Inc. 1990 Incentive and Nonqualified Stock Option Plan
     (the "1990 Plan") is based on the average of the high and low sale prices
     reported in the consolidated reporting system of the Nasdaq National Market
     on March 18, 1997.
        
(3)  In accordance with Rule 457(h) under the Securities Act of 1933,
     the calculation with respect to shares issuable under stock options granted
     under the 1990 Plan and outstanding at March 24, 1997 is based on the
     exercise prices of such options.

(4)  In accordance with Rule 457(h) under the Securities Act of 1933,
     the calculation with respect to shares issuable under stock options granted
     under the Lightbridge, Inc. 1996 Incentive and Non-Qualified Stock
     Option Plan (the "1996 Plan") and outstanding at March 24, 1997 is
     based on the exercise prices of such options.

(5)  In accordance with Rules 457(c) and (h) under the Securities Act of
     1933, the calculation with respect to shares issued and outstanding at
     March 24, 1997 pursuant to the exercise of stock options not yet granted
     under the 1996 Plan is based on the average of the high and low sale 
     prices reported in the consolidated reporting system of the Nasdaq
     National Market on March 18, 1997.
REOFFER PROSPECTUS
        
        The material which follows, up to but not including the page beginning
Part II of this Registration Statement on Form S-8, constitutes a prospectus
prepared in accordance with the applicable requirements of Part I of Form S-3
under General Instruction C to Form S-8. The reoffer prospectus is to be used in
connection with resales of restricted securities issued and outstanding under   
the Lightbridge, Inc. 1990 Incentive and Nonqualified Stock Option Plan.
3
REOFFER PROSPECTUS
------------------

                                226,485 Shares

                              LIGHTBRIDGE, INC.

                                 Common Stock

           THIS DOCUMENT CONSTITUTES PART OF A REGISTRATION STATEMENT
                       COVERING SECURITIES THAT HAVE BEEN
                   REGISTERED UNDER THE SECURITIES ACT OF 1933

        This Reoffer Prospectus relates to the resale, by the holders thereof
(the "Selling Stockholders"), of 226,485 shares (the "Shares") of common stock,
$.01 par value per share ("Common Stock") of Lightbridge, Inc. ("Lightbridge" or
the "Company") issued pursuant to the exercise of options granted under the
Lightbridge, Inc. 1990 Incentive and Nonqualified Stock Option Plan (the
"Plan"). 

        The Common Stock trades on the Nasdaq National Market under the symbol
"LTBG." On March 24, 1997, the closing sale price for the Common Stock, as
reported by the Nasdaq National Market, was $7.00 per share.

        The Selling Stockholders or their pledgees, donees, transferees or other
successors in interest may offer the Shares, from time to time during the
effectiveness of this registration, for sale through the Nasdaq National Market,
in the over-the-counter market, in one or more negotiated transactions or
through a combination of methods of sale, at prices and on terms then prevailing
or at negotiated prices. Sales may be effected to or through broker-dealers, who
may receive compensation in the form of discounts, concessions, commissions or
otherwise in connection therewith. See "Plan of Distribution."
        
        The Company will not receive any of the proceeds from sales of Shares by
the Selling Stockholders. The Selling Stockholders will be responsible for any
discounts, concessions, commissions or other compensation due to any broker or
dealer in connection with the sale of any of the Shares offered hereby. All of
the other expenses of this offering will be paid by the Company.

                               ------------------

                 THIS OFFERING INVOLVES A HIGH DEGREE OF RISK.
                     SEE "RISK FACTORS" BEGINNING AT PAGE 4.

                               ------------------

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
       EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
  SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
   UPON THE ACCURACY OR ADEQUACY OF THIS REOFFER PROSPECTUS. ANY REPRESENTATION
                 TO THE CONTRARY IS A CRIMINAL OFFENSE.

               The date of this Reoffer Prospectus is March 25, 1997.
4

                              AVAILABLE INFORMATION

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities and
Exchange Commission (the "Commission"). Such reports and other information may
be inspected and copies may be obtained (at prescribed rates) at the
Commission's Public Reference Section, 450 Fifth Street, N.W., Room 1024,
Washington D.C. 20549, and at the Commission's Regional Offices at Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511
and 7 World Trade Center, Suite 1300, New York, New York 10048. Reports and
other information concerning the Company also may be inspected at the offices of
the Nasdaq Stock Market, 1735 K Street, N.W., Washington D.C. 20006-1500.

         This Reoffer Prospectus constitutes part of a Registration Statement
on Form S-8 (the "Registration Statement") filed by the Company with the
Commission under the Securities Act of 1933, as amended (the "Securities Act").
This Reoffer Prospectus does not contain all of the information contained in
the Registration Statement, and reference is hereby made to the Registration
Statement and related exhibits for further information with respect to the
Company and the securities offered hereby. Any statements contained herein
concerning the provisions of any document are not necessarily complete, and, in
such instance, reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.
        
                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The following documents heretofore filed by the Company with the
Commission pursuant to the Exchange Act are incorporated herein by reference:
(1) certain portions of the Company's Registration Statement on Form 8-A,
filed with the Commission on September 6, 1996; and (2) the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996 (the "Form
10-K").
        
         All reports and other documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Reoffer Prospectus and prior to the termination of the offering
made hereby shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of the filing of such reports and documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Reoffer Prospectus to the extent that a statement contained herein
modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the Registration Statement or this Reoffer Prospectus.
        
         Any person to whom a copy of this Reoffer Prospectus is delivered may
obtain, without charge, upon written or oral request, a copy of any of the
documents incorporated by reference herein, except for the exhibits to such
documents (other than exhibits expressly incorporated by reference into such
documents). Requests for such documents should be addressed to the Chief
Financial Officer of the Company, 281 Winter Street, Waltham, Massachusetts
02154 or directed to the Chief Financial Officer at telephone number (617)
890-2000.
                                      2
5

                                   THE COMPANY

         Lightbridge develops, markets and supports a suite of integrated
products and services that enable wireless telecommunications carriers to
improve their customer acquisition and retention processes. The Company's
software-based services are delivered primarily on an outsourcing and service
bureau basis, which allows wireless carriers to focus internal resources on
their core business activities. The Company offers on-line, real-time
transaction processing and call center support solutions to aid carriers in
qualifying and activating applicants for wireless service, as well as
software-based sales support services for traditional distribution channels,
such as dealers, agents and direct mobile sale forces, and emerging distribution
channels, such as mass market retail stores, home shopping and stand-alone
kiosks. The Company develops and implements interfaces that fully integrate its
acquisition system with carrier and third-party systems, such as those for
billing, point-of-sale, activations and order fulfillment. The Company recently
introduced software-based decision support tools and services that enable
carriers to reduce subscriber churn and to make more informed business decisions
about their customers, markets and distribution channels.

         Lightbridge's objective is to be the leading provider of innovating,
software-based solutions for cost-effective customer acquisition and retention
for the wireless telecommunications industry. By focusing on the wireless
telecommunications industry, the Company has developed significant expertise and
experience that it intends to employ to address the changing needs of wireless
carriers in both existing and emerging markets. The Company's strategy is to
provide a suite of complementary software-based products and services that
permit a wireless carrier to select applications and functions to create an
integrated, customized solution addressing its particular needs. The open
architecture underlying the Company's software applications supports the
development of flexible, integrated solutions, regardless of the type of
wireless service provided by a client and independent of the client's computing
environment.

         The Company develops long-term consultative relationships with leading
wireless carriers that assist it in identifying evolving industry needs and
marketing additional products and services to its existing client base.
Lightbridge also establishes relationships with strategic partners in order to
increase the functionality of its products, reduce the time to market for its
new products and services and access its partners' marketing and development
resources. The Company intends to leverage these consultative and partnering
relationships to expand the Company's presence in the United States, including
in the emerging PCS market, and to facilitate and expedite the company's entry
into the rapidly expanding international wireless market.

         Lightbridge was incorporated in Delaware in June 1989 under the name
Credit Technologies, Inc. and changed its name to Lightbridge, Inc. in November
1994. The Company's principal executive offices are located at 281 Winter
Street, Waltham, Massachusetts 02154, and its telephone is (617) 890-2000.

                                      3
6

                                  RISK FACTORS

         This Reoffer Prospectus contains and incorporates by reference
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. The Company's actual results could
differ materially from the results contemplated in the forward-looking
statements as a result of a number of factors, including the risk factors set
forth below.
        
         DEPENDENCE ON LIMITED NUMBER OF CLIENTS. A limited number of clients
historically have accounted for a substantial portion of the Company's revenues
in each fiscal year. Revenues attributable to the Company's 10 largest clients
accounted for approximately 90%, 90% and 81% of the Company's total revenues in
the years ended September 30, 1994 and 1995 and December 31, 1996, 
respectively. Four clients in the years ended September 30, 1994 and 1995 and
two clients for the year ended December 31, 1996 each accounted for greater
than 10% of the Company's total revenues. During 1996, GTE Mobile, which
accounted for 15%  of the Company's revenues for the year ended December 31,
1996, changed the way it accesses the Company's Customer Acquisition System,
from using the call center support solutions provided by the Teleservices Group
to using on-line access. As a result, the Company's revenues from this client
decreased significantly during 1996 and are expected to further decrease
significantly in 1997.  The concentration of the Company's revenues can cause
the Company's revenues and earnings to fluctuate significantly from quarter to
quarter, based on the volume of qualification and activation transactions
generated through its significant clients. Moreover, recent consolidation among
established participants in the wireless telecommunications industry may result
in further concentration of the Company's revenues from a limited number of
clients. The Company expects that revenues attributable to a relatively small
number of clients will continue to represent a significant percentage of its
total revenues for the foreseeable future. The Company's contracts with its
clients generally extend for terms of one or more years and do not typically
require the clients to purchase any particular type or quantity of the
Company's products or services or to pay any minimum amount for products or
services. Therefore, there can be no assurance that any of the Company's
clients, including its significant clients, will continue to utilize the
Company's services at levels similar to previous years or at all. The loss of,
or a significant curtailment of purchases by, one or more of the Company's
significant clients, including a loss or curtailment due to factors outside of
the Company's control, could have a material adverse effect on the Company's
business, financial condition, results of operations and cash flow. In
addition, delays in collection or uncollectability of accounts receivable from
any of the Company's significant clients could have a material adverse effect
on the Company's liquidity and working capital position. See "Item 1.
Business-- Clients" and "Item 7. Management's Discussion and Analysis of
Financial  Condition and Results of Operations" in the Form 10-K.

         FLUCTUATIONS IN QUARTERLY PERFORMANCE MAY ADVERSELY AFFECT MARKET PRICE
OF COMMON STOCK. The Company has experienced fluctuations in its quarterly
operating results and anticipates that such fluctuations will continue and could
intensify. The Company's quarterly operating results may vary significantly
depending on a number of factors, including the timing of the introduction or
acceptance of new products and services offered by the Company or its
competitors, changes in the mix of products and services provided by the
Company, the nature and timing of changes in the Company's clients or their use
of the Company's products and services, consolidation among participants and
other changes in the wireless telecommunications industry, changes in the client
markets served by the Company, changes in regulations affecting the wireless
industry, changes in the Company's operating expenses, changes in personnel and
changes in general economic conditions. Historically, the Company's quarterly
revenues have been highest in the fourth quarter of each calendar year and have
been particularly concentrated in the holiday shopping season between
Thanksgiving and Christmas. The Company's transaction revenues, which
historically have represented the majority of the Company's total revenues, are
affected by the volume of use of the Company's services, which is influenced by
seasonal and retail trends, the success of the carriers utilizing the Company's
services in attracting subscribers and the markets served by the Company for 
its clients. Software and other revenues, which include software license 
revenues and related consulting revenues, have recently represented an 
increasing proportion of the Company's total revenues.

                                      4
7

Software license revenues are principally recognized at the time of delivery of
the licensed products and therefore may result in further fluctuations in the
Company's quarterly operating results. Consulting revenues may be influenced by
the requirements of one or more of the Company's significant clients, including
engagement of the Company for implementing or assisting in implementing special
projects of limited duration. During the nine months ended December 31, 1996,
the Company's revenues from customized software integration services resulted
primarily from projects undertaken for one client, which projects the Company
currently expects will continue at least through December 1997. There can be
no assurance that the Company will be able to achieve or maintain profitability
in the future or that its levels of profitability will not vary significantly
among quarterly periods. Fluctuations in operating results may result in
volatility in the price of the Company's Common Stock.

         Although the Company's existing clients typically provide forecasts of
future activity levels, these forecasts have not always proved accurate. In
addition, the sales cycles for the Company's services are typically lengthy and
subject to a number of significant risks over which the Company has little or
no control, including clients' budget constraints and internal authorization
reviews. As a result, the Company may not be able to make accurate estimates of
future sales levels. A significant portion of the Company's expenses are fixed
and difficult to reduce in the event revenues do not meet the Company's
expectations, thus magnifying the adverse effect of any revenue shortfall.
Furthermore, announcements by the Company or its competitors of new products,
services or technologies could cause clients to defer or cancel purchases of
the Company's products and services; any such deferral or cancellation could
have a material adverse effect on the Company's business, financial condition,
results of operations and cash flow. Accordingly, revenue shortfalls can cause
significant variations in operating results from quarter to quarter and could
have a material adverse effect on the Company's results of operations. If
demand for the Company's services significantly exceeds the Company's estimates
at a time when its systems are used at or near capacity, however, the Company
may be unable to meet contractually required service levels. The Company's
failure to meet such service levels could permit clients to terminate their
agreements with the Company or give rise to liability for damages or penalties,
either of which could have a material adverse effect on the Company's business,
financial condition, results of operations and cash flow. In addition, the
Company has hired a significant number of employees since January 1995 and this 
significant increase in its workforce may negatively impact the Company's
operating margins in the future, particularly if the Company's commercial
introduction of new products and services is not as successful as planned.
        
         Due to all of the foregoing factors, it is possible that in some future
quarter the Company's results of operations will be below prior results or the
expectations of market analysts and investors. In such an event, the price of
the Company's Common Stock would likely be materially adversely affected.

         HISTORY OF LOSSES; CAPITAL REQUIREMENTS. The Company was founded in
1989 and has incurred net losses in each of its fiscal years other than the
years ended September 30, 1994 and December 31, 1996. As of December 31, 1996,
the Company had an accumulated deficit of approximately $1.9 million. No
assurance can be given that the Company will be profitable on either a
quarterly or annual basis in the future or that the Company will not need to
raise additional funds through public or private financings. Expansion of the
Company's business, including the acquisition of additional computer and
network equipment and the expansion of its teleservices call center capacity,
will require the Company to make significant capital expenditures. The Company
believes that the net proceeds of its initial public offering received in 
October 1996, together with other cash balances and funds available under
existing lines of credit, will be sufficient to finance the Company's
operations and capital  expenditures through at least 1997. In the event that
the Company's plans change or available cash resources otherwise prove to be
insufficient (due to unanticipated expenses or otherwise), the Company may be
required to seek additional financing or curtail its expansion activities. The
Company may determine, depending upon the opportunities available to it, to
seek additional debt or equity financing to fund the cost of continuing
expansion. To the extent that the Company obtains equity financing or finances
an acquisition with equity securities, any such issuance of equity securities
could result in dilution to the interests of the Company's stockholders. There
can be no assurance that additional financing will be available to the Company
on acceptable terms, or at all. See "Item 7. Management's Discussion and 
Analysis of Financial Condition and Results of Operations" in the Form 10-K.
        
        
                                      5
8

         RAPID INDUSTRY CHANGE REQUIRES ONGOING PRODUCT DEVELOPMENT EFFORTS. The
wireless telecommunications industry has been changing rapidly as a result of
increasing competition, technological advances and evolving industry practices
and standards, and the Company expects these changes to continue. Carriers in
the wireless market have also been changing quickly, as the result of
consolidation among established carriers and the rapid entrance of new carriers
into the market. The Company's future success will depend on the continued use
of its existing products and services, market acceptance of its new products
and services and the Company's ability to develop and market new offerings or
adapt existing offerings to keep pace with changes in the wireless
telecommunications industry. A rapid shift away from the use of cellular in
favor of other telecommunications services could affect demand for the
Company's product and service offerings, since different business practices
might evolve with respect to the offering and sale of new telecommunications
services and could require the Company to develop modified or alternate
offerings addressing the particular needs of providers of the new
telecommunications services. In addition, as the cost of wireless communication
services declines and the number of subscribers increases, carriers may elect
to forego credit verification of new customers, and it is unclear what means of
customer screening, if any, carriers will employ if they do not use credit
verification.
        
         Due to rapid changes in the wireless telecommunications industry, the
Company intends to continue to devote substantial financial, managerial and
personnel resources to product development efforts for the foreseeable future.
The development of the Company's product and service offerings is based on a
complex process requiring high levels of innovation and the accurate
anticipation of technological and market trends. There can be no assurance that
the Company will be successful in developing or marketing its existing or
future product and service offerings in a timely manner, or at all. If the
Company is unable, due to resource, technical or other constraints to
anticipate or respond adequately to changing market, client or technological
requirements, the Company's business, financial condition, results of
operations and cash flow will be materially adversely affected. There can be no
assurance that products or services developed by others will not render the
Company's products or services non-competitive or obsolete. See
"Item 1. Business--Competition" in the Form 10-K.
        
         RISKS ASSOCIATED WITH MANAGING A CHANGING BUSINESS. The Company has
expanded its operations rapidly, and this expansion has created significant
demands on the Company's executive, operational, development and financial
personnel and other resources. Additional expansion by the Company, including
geographic expansion, may further strain the Company's management, financial and
other resources. There can be no assurance that the Company's systems,
procedures, controls and existing space will be adequate to support expansion of
the Company's operations. The Company's future operating results will depend on
the ability of its officers and key employees to manage changing business
conditions and to continue to improve its operational and financial control and
reporting systems. If the Company's management is unable to manage growth
effectively, its business, financial condition, results of operations and cash
flow could be materially and adversely affected. See "Item 1. Business--
Employees," "Item 4A. Executive Officers" and "Item 10. Directors and Executive
Officers of the Registrant" in the Form 10-K.

         The success of the Company's business depends in part upon the
Company's ability to attract, train and retain a sufficient number of qualified
personnel to meet its needs. The Company's teleservices call center is labor
intensive; consequently, an increase in the turnover rate among the Company's
teleservices employees would increase the Company's recruiting and training
costs, and if the Company were unable to recruit and retain a sufficient number
of these employees, it could be forced to limit its growth or possibly curtail
its operations. There can be no assurance that the Company will be successful in
attracting, training and retaining the required number of employees to support
the Company's business in the future. See "Item 1. Business--Products and 
Services" in the Form 10-K.

         DEPENDENCE ON KEY PERSONNEL. The Company's success to date has depended
to a significant extent on Pamela D.A. Reeve, its President and Chief Executive
Officer, and a number of other key personnel. With the exception of Ms. Reeve,
none of the Company's personnel is a party to an employment agreement with the

                                      6
9

Company. The loss of the services of Ms. Reeve or any of the Company's other
key personnel could have a material adverse effect on the Company's business,
financial condition, results of operations and cash flow. The Company believes
that its future success will depend in large part on its ability to attract and
retain highly qualified management, engineering, research and development,
sales and operational personnel. In particular, the Company will need to hire
additional software developers in order to support and increase its software
licensing activities. Competition for all of these personnel is intense and
there can be no assurance that the Company will be successful in attracting and
retaining key personnel. The failure of the Company to hire and retain
qualified personnel could have a material adverse effect upon the Company's
business, financial condition, results of operations and cash flow. The Company
does not maintain key person life insurance policies on any of its employees
other than Ms. Reeve. See "Item 1. Business--Employees," "Item 4A. Executive
Officers" and "Item 10. Directors and Executive Officers of the Registrant" in
Form 10-K.
        
         DEPENDENCE ON CELLULAR MARKET AND EMERGING WIRELESS MARKETS. The
Company historically has provided its products and services predominantly to
cellular carriers. Although the cellular market has experienced significant
growth in recent years, there can be no assurance that such growth will continue
at similar rates, or at all, or that cellular carriers will continue to use the
Company's products and services. Further growth in the Company's revenues from
use of the Company's Customer Acquisition System by cellular carriers is more
likely to result from expansion into additional geographic markets for its
existing clients and from general growth of the cellular market, if any, than
from the addition of new cellular carrier clients. Declines in demand for the
Company's products and services, whether as a result of competition,
technological change, industry change, general economic conditions or other
factors, could have a material adverse effect on the Company's business,
financial condition, results of operations and cash flow.

         The Company's future operating results will depend in part on the
emergence of the PCS market and other wireless telecommunications markets and
the use of the Company's products and services by PCS and other wireless
carriers. The PCS market is in its initial stages of development. If the growth
of the PCS market or other new wireless markets does not meet expectations or is
significantly delayed for any reason, or if carriers in these markets do not use
the Company's products and services, the Company's business, financial
condition, results of operations and cash flow could be materially and adversely
affected. See "Item 1. Business--Products and Services" in the Form 10-K.

        HIGHLY COMPETITIVE INDUSTRY. The market for products and services
provided to wireless carriers is highly competitive and subject to rapid
change. The market is fragmented, and a number of companies currently offer one
or more products or services competitive with those offered by the Company. In
addition, many wireless carriers are providing or can provide, internally,
products and services competitive with those the Company offers. Trends in the
wireless telecommunications industry, including greater consolidation and
technological or other developments that make it simpler or more cost-effective
for wireless carriers to provide certain services themselves, could affect
demand for the Company's services and could make it more difficult for the
Company to offer a cost-effective alternative to a wireless carrier's own
capabilities. In addition, the Company anticipates continued growth in the
wireless carrier services industry and, consequently, the entrance of new
competitors in the future.

         The Company believes that the principal competitive factors in the
wireless carrier services industry include the ability to identify and respond
to subscriber needs, quality and breadth of service offerings, price and
technical expertise. The Company believes that its ability to compete also
depends in part on a number of competitive factors outside its control,
including the ability to hire and retain employees, the development by others of
products and services that are competitive with the Company's products and
services, the price at which others offer comparable products and services and
the extent of its competitors' responsiveness to customer needs.

                                      7
10

         Many of the Company's current and potential competitors have
significantly greater financial, marketing, technical and other competitive
resources than the Company. As a result, the Company's competitors may be able
to adapt more quickly to new or emerging technologies and changes in customer
requirements or may be able to devote greater resources to the promotion and
sale of their products and services. There can be no assurance that the Company
will be able to compete successfully with its existing competitors or with new
competitors. In addition, competition could increase if new companies enter the
market or if existing competitors expand their service offerings. An increase in
competition could result in price reductions or the loss of market share by the
Company and could have a material adverse effect on the Company's business,
financial condition, results of operations and cash flow.

         To remain competitive in the wireless carrier services industry, the
Company will need to continue to invest in engineering, research and development
and sales and marketing. There can be no assurance that the Company will have
sufficient resources to make such investments or that the Company will be able
to make the technological advances necessary to remain competitive. In addition,
current and potential competitors have established or may in the future
establish collaborative relationships among themselves or with third parties,
including third parties with whom the Company has a relationship, to increase
the visibility and utility of their products and services. Accordingly, it is
possible that new competitors or alliances may emerge and rapidly acquire a
significant market share. If this were to occur, the Company's business,
financial condition, results of operations and cash flow could be materially and
adversely affected. See "Item 1. Business--Competition" in the Form 10-K.

         RISK OF SYSTEM FAILURE. The Company's operations are dependent upon its
ability to maintain its computer and telecommunications equipment and systems in
effective working order and to protect its systems against damage from fire,
natural disaster, power loss, telecommunications failure or similar events. All
of the Company's computer and telecommunications equipment is located at its two
sites in Waltham, Massachusetts, and, as a result, may be vulnerable to a
natural disaster. The Company has taken precautions to protect itself and its
clients from events that could interrupt delivery of the Company's services.
These precautions include physical security systems, back-up and off-site data
storage, back-up telephone lines, service arrangements with multiple
long-distance telephone carriers and on-site power generators. Notwithstanding
such precautions, there can be no assurance that a fire, natural disaster, power
loss, telecommunications failure or similar event would not result in an
interruption of the Company's services. From time to time, the Company has
experienced delays in the delivery of services to some clients as a result of
failures of certain of the Company's systems. In addition, the growth of the
Company's client base, a significant increase in transaction volume or an
expansion of the Company's facilities may strain the capacity of its computers
and telecommunications systems and lead to degradations in performance or system
failure. Many of the Company's agreements with carriers contain level of service
commitments which the Company might be unable to fulfill in the event of a
natural disaster or major system failure. Any damage, failure or delay that
causes interruptions in the Company's operations could have a material adverse
effect on the Company's business, financial condition, results of operations and
cash flow. Further, any future addition or expansion of the Company's facilities
to increase capacity could increase the Company's exposure to damage from fire,
natural disaster, power loss, telecommunications failure or similar events.
There can be no assurance that the Company's property and business interruption
insurance will be adequate to compensate the Company for any losses that may
occur in the event of a system failure or that such insurance will continue to
be available to the Company at all or, if available, that it will be available
on commercially reasonable terms. See "Item 1. Business--Products and Services"
in the Form 10-K.

         In addition to its own systems, the Company relies on certain
equipment, systems and services from third parties that are also subject to
risks, including risks of system failure or inadequacy. For example, in
providing its credit verification service, the Company is dependent on access to
various credit information data bases.

                                      8
11

Similarly, delivery of the Company's activation services is often dependent on
the availability and performance of third-party billing systems. If, for any
reason, the Company were unable to access any such data bases or third-party
billing systems, the Company's ability to process credit verification
transactions could be impaired. In addition, the Company's business is
materially dependent on service provided by various local and long distance
telephone companies. A significant increase in the cost of telephone services
that is not recoverable through an increase in the price of the Company's
services, or any significant interruption in telephone services, could have a
material adverse effect on the Company's business, financial condition, results
of operations and cash flow.

         RISK OF SOFTWARE DEFECTS; DEPENDENCE ON THIRD-PARTY SOFTWARE. The
software developed and utilized by the Company in providing its products and
services may contain errors. Although the Company engages in extensive testing
of its software before it is used to provide services to clients, there can be
no assurance that errors will not be found in software after commencement of the
use of such software. Any such error may result in the Company's partial or
total inability to provide services to its clients, additional and unexpected
expenses to fund further product development or to add programming personnel to
complete a development project, or loss of revenue because of the inability of
clients to use the Company's products or services or the termination by clients
of their arrangements with the Company. Any of these results could have a
material adverse effect on the Company's business, financial condition, results
of operations and cash flow.

         Certain software used in the Company's software products and to support
the Company's qualification and activation services is licensed by the Company
from third parties. The Company licenses software from Pilot Software, Inc.
under a license agreement that will expire in December 2000 and licenses
software from Trans Union Corporation under a three-year agreement. There can 
be no assurance that these suppliers will continue to license this software to 
the Company or, if any supplier terminates its agreement with the Company, that
the Company will be able to develop or otherwise procure software from another 
supplier on a timely basis or on commercially reasonable terms. Even if the 
Company succeeds in developing or procuring such software in such 
circumstances, there can be no assurance that the Company will be able to do so
in a timely fashion. See "Item 1. Business--Proprietary Rights" in the Form 
10-K.

         RISKS ASSOCIATED WITH POTENTIAL ACQUISITIONS. The Company may in the
future pursue acquisitions of companies, technologies or assets that complement
the Company's business. Future acquisitions may result in the potentially
dilutive issuance of equity securities, the incurrence of additional debt, the
write-off of in-process research and development or software acquisition and
development costs and the amortization of expenses related to goodwill and other
intangible assets, any of which could have a material adverse effect on the
Company's business, financial condition, results of operations and cash flow.
Future acquisitions would involve numerous additional risks, including
difficulties in the assimilation of the operations, services, products and
personnel of the acquired company, the diversion of management's attention from
other business concerns, entering markets in which the Company has little or no
direct prior experience and the potential loss of key employees of the acquired
company. 

         GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES. The wireless carriers
that constitute the Company's clients are regulated at both the federal and
state levels. Federal and state regulation may decrease the growth of the
wireless telecommunications industry, affect the development of the PCS or other
wireless markets, limit the number of potential clients for the Company's
services, impede the Company's ability to offer competitive services to the
wireless telecommunications market, or otherwise have a material adverse effect
on the Company's business, financial condition, results of operations and cash
flow. The Telecommunications Act of 1996, which in large measure deregulated the
telecommunications industry, has caused, and is likely to continue to cause,
significant changes in the industry, including the entrance of new competitors,
consolidation of industry participants and the introduction of bundled wireless
and wireline services. Those changes could in turn subject

                                      9
12

the Company to increased pricing pressures, decrease the demand for the
Company's products and services, increase the Company's cost of doing business
or otherwise have a material adverse effect on the Company's business, financial
condition, results of operations and cash flow.

         As the result of offering its ProFile product, the Company is subject
to the requirements of the Fair Credit Reporting Act and certain state laws.
Although the Company's business activities are not otherwise within the scope of
federal or state regulations applicable to credit bureaus and financial
institutions, the Company must take into account such regulations in order to
provide products and services that help its clients comply with such
regulations. The Company monitors regulatory changes and implements changes to
its products and services as appropriate. Although the Company attempts to
protect itself by written agreements with its clients, failure to reflect the
provisions of such regulations in a timely or accurate manner could possibly
subject the Company to liabilities that could have a material adverse effect on
the Company's business, financial condition, results of operations and cash
flow. See "Item 1. Business--Government Regulation" in the Form 10-K.

         LIMITED PROTECTION OF PROPRIETARY TECHNOLOGY; RISK OF THIRD PARTY
CLAIMS. The Company's success is dependent upon proprietary technology. The
Company currently has no patents and protects its property rights in its
technology primarily through copyrights, the law of trademarks, trade secrets
and employee and third-party non-disclosure agreements. There can be no
assurance that the steps taken by the Company to protect its proprietary rights
will be adequate to prevent misappropriation of its technology or independent
development by others of similar technology. In addition, the laws of some
foreign countries do not protect the Company's proprietary rights to the same
extent as do the laws of the United States. There can be no assurance that these
protections will be adequate.

         Although the Company believes that its products and technology do not
infringe on any existing proprietary rights of others, there can be no assurance
that third parties will not assert such claims against the Company in the future
or that such future claims will not be successful. The Company could incur
substantial costs and diversion of management resources with respect to the
defense of any claims relating to proprietary rights, which could have a
material adverse effect on the Company's business, financial condition, results
of operations and cash flow. Furthermore, parties making such claims could
secure a judgment awarding substantial damages, as well as injunctive or other
equitable relief, which could effectively block the Company's ability to make,
use, sell, distribute or market its products and services in the United States
or abroad. Such a judgment could have a material adverse effect on the Company's
business, financial condition, results of operations and cash flow. In the event
a claim relating to proprietary technology or information is asserted against
the Company, the Company may seek licenses to such intellectual property. There
can be no assurance, however, that such a license could be obtained on
commercially reasonable terms, if at all, or that the terms of any offered
licenses will be acceptable to the Company. The failure to obtain the necessary
licenses or other rights could preclude the sale, manufacture or distribution of
the Company's products and, therefore, could have a material adverse effect on
the Company's business, financial condition, results of operations and cash
flow. The cost of responding to any such claim may be material, whether or not
the assertion of such claim is valid. See "Item 1. Business--Proprietary 
Rights" in the Form 10-K.

         RISKS ASSOCIATED WITH INTERNATIONAL EXPANSION. As part of its business
strategy, the Company may seek opportunities to expand its offerings into
international markets. The Company does not currently derive any revenues from
international markets. The Company believes that such expansion is important to
the Company's ability to continue to grow and to market its products and
services. In particular, some domestic wireless carriers expanding into
international markets may seek single, global solutions from the Company and its
competitors, and as a result, the inability of the Company to offer its products
and services internationally may have an adverse effect on the Company's ability
to market its products and services to those carriers for use in the United
States.

                                      10
13

In marketing its products and services internationally, however, the Company
will face new competitors, some of whom may have established strong
relationships with carriers. There can be no assurance that the Company will be
successful in marketing or distributing its services abroad or that, if the
Company is successful, its international revenues will be adequate to offset the
expense of establishing and maintaining international operations. To date, the
Company has no experience in marketing and distributing its services
internationally. In addition to the uncertainty as to the Company's ability to
establish an international presence, there are certain difficulties and risks
inherent in doing business on an international level, such as compliance with
regulatory requirements and changes in these requirements, export restrictions,
export controls relating to technology, tariffs and other trade barriers,
difficulties in staffing and managing international operations, longer payment
cycles, problems in collecting accounts receivable, political instability,
fluctuations in currency exchange rates, seasonal reductions in business
activity during the summer months in Europe and certain other parts of the world
and potentially adverse tax consequences. There can be no assurance that one or
more of such factors will not have a material adverse effect on any
international operations established by the Company and, consequently, on the
Company's business, financial condition, results of operations and cash flow.

          POSSIBLE VOLATILITY OF STOCK PRICE. Factors such as announcements of
technological innovations or new products by the Company, its competitors and
other third parties, as well as quarterly variations in the Company's results
of operations and market conditions in the industry, may cause the market price
of the Common Stock to fluctuate significantly. In addition, the stock market
in general has experienced substantial price and volume fluctuations, which
have particularly affected the market prices of many technology companies and
which have often been unrelated to the operating performance of such companies.
These broad market fluctuations may adversely affect the market price of the
Common Stock.

        CONTROL BY EXISTING STOCKHOLDERS MAY DISCOURAGE CHANGE OF CONTROL.
As of March 21, 1997, the Company's executive officers, directors and 5%
stockholders owned beneficially an aggregate of 8,841,655 shares or
approximately 58% of the outstanding shares of Common Stock. As a result, these
stockholders, if acting together, may be able to control matters requiring the
approval of stockholders of the Company, including the election of directors.
This concentration of ownership by existing stockholders may also have the
effect of delaying or preventing a change in control of the Company. See "Item
12. Security Ownership of Certain Beneficial Owners and Management" in the Form
10-K.

                                      11
14

         ANTI-TAKEOVER EFFECT OF CHARTER PROVISIONS, BY-LAWS AND DELAWARE LAW.
The Company's Amended and Restated Certificate of Incorporation (the "Restated
Charter") and Amended and Restated By-Laws (the "Restated By-Laws") contain
provisions that could discourage a proxy contest or make more difficult the
acquisition of a substantial block of the Company's Common Stock. The Restated
Charter requires that any action required or permitted to be taken by
stockholders of the Company must be effected at a duly called annual or special
meeting of stockholders and may not be effected by any consent in writing. The
Restated By-Laws require specified advance notice by a stockholder of a
proposal or director nomination which such stockholder desires to present at    
any annual or special meeting of stockholders. Special meetings of stockholders
may be called only by the President or a majority of the Board of Directors.
The Restated By-Laws provide for a classified Board of Directors, and members
of the Board of Directors may be removed only for cause upon the affirmative
vote of holders of at least two-thirds of the shares of capital stock of the
Company issued and outstanding and entitled to vote. The affirmative vote of
the holders of at least 75% of the shares of capital stock of the Company
issued and outstanding and entitled to vote is required to amend or repeal
these provisions. In addition, the Board of Directors is authorized to issue
shares of Common Stock and Preferred Stock which, if issued, could dilute and
adversely affect various rights of the holders of Common Stock and, in
addition, could be used to discourage an unsolicited attempt to acquire control
of the Company.

         The Company is subject to the anti-takeover provisions of Section 203
of the Delaware General Corporation Law, which prohibit the Company from
engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
became an interested stockholder, unless the business combination is approved
in a prescribed manner. The application of Section 203 may limit the ability of
stockholders to approve a transaction that they deem to be in their best
interests. The foregoing and other provisions of the Restated Charter and the
Restated By-Laws and the application of Section 203 of the Delaware General
Corporation Law could have the effect of deterring certain takeovers or
delaying or preventing certain changes in control or management of the Company,
including transactions in which stockholders might otherwise receive a premium
for their shares over then current market prices. See "Description of Capital
Stock--Preferred Stock" and "--Anti-Takeover Effects of Provisions of the
Restated Charter and By-Laws and of Delaware Law" in the Form S-1.
        

                                                                             
                                      12
15

                                 USE OF PROCEEDS

         The Company will not receive any proceeds from the sale of Common Stock
by the Selling Stockholders, nor will any such proceeds be available for use by
the Company or otherwise for the Company's benefit. See "Selling Stockholders."

                              SELLING STOCKHOLDERS

         
         The following table sets forth the number of shares of Common Stock
owned by the Selling Stockholders as of March 24, 1997. Beneficial ownership
of Common Stock by the Selling Stockholders following this offering will depend
on the number of Shares sold by each Selling Stockholder. The shares of Common
Stock offered by this Reoffer Prospectus may be offered from time to time by the
Selling Stockholders named below. In addition, certain non-affiliates of the
Company who each hold less than the lesser of 1,000 shares and 1% of the shares
issuable under the Plan pursuant to which such shares were granted and who,
therefore, are not required to be named in the following table may use this
Reoffer Prospectus for offers and sales of up to an aggregate of 6,565 of the
Shares.
Shares          Number of Shares       Shares to be
                             Beneficially Owned    Being Registered    Beneficially Owned
                            Prior to Offering(1)   for Sale Hereby(2)   After Offering(3)
                            --------------------   ------------------  ------------------

Name                        Number       Percent                       Number      Percent
----                        -------      -------                       -------     -------
Richard Antell(4)            88,000        *            11,600          76,400        *
                                                                       
Terry L. Beech                4,000        *             4,000               0        *
                                                                       
Douglas E. Blackwell(5)      64,500        *            22,000          42,500        *

Sharon E. Brown, Trustee of   1,100        *             1,100               0        *
 The Jeffrey Walker Anderson
 Trust 

Sharon E. Brown, Trustee of   1,100        *             1,100               0        *
 The Walter Brown Trust  
                                                                       
William G. Brown(6)         106,300        *            57,800          48,500        *
                                                                       
Kevin F. Collins              7,500        *             2,500           5,000        *

Judith Dumont                13,500        *             6,000           7,500        *

David Galiel                  4,000        *             4,000               0        *
                                                                       
Kenelmn Jr. Harris            4,000        *             4,000               0        *
                                                                       
Lawrence B. Jarvis            5,150        *             5,150               0        *
                                                                       
Kathi M. Kaligian             1,400        *             1,400               0        *
                                                                       
Steven H. Maxwell             5,000        *             4,500             500        *

Brian J. McNiff              14,500        *             8,500           6,000        *

D. Quinn Mills(7)           413,232        2.7          50,000         363,232        2.4
                                                                       
Kevin O'Reilly                1,100        *             1,100               0        *
                                                                       
Thomas Payne                 10,000        *            10,000               0        *
                                                                       
Pamela D. A. Reeve(8)       792,214        5.1          15,000         777,214        5.0

Naomi Sacks                   1,850        *             1,850               0        *
                                                                       
Shira Shapiro                 1,900        *             1,900               0        *
                                                                       
Jack Sharon                   1,470        *             1,470               0        *
                                                                       
Thomas J. Stopyra             1,250        *             1,250               0        *

Julie B. Wheeler              4,450        *             1,700           2,750        *                                          

Christopher Zigomalas         2,000        *             2,000               0        *
                                                                       
                                                                    

==========================================================================================
* Less than 1%.

(1) The number of shares beneficially owned by each stockholder is determined
    in accordance with the rules promulgated by the Commission, and the
    information is not necessarily indicative of beneficial ownership for any
    other purpose. Under such rules, beneficial ownership includes any shares
    as to which the person has sole or shared voting or investment power and
    also any shares which the person has the right to acquire within 60 days
    after March 24, 1997. The inclusion of such shares herein, however, does
    not constitute an admission that the named stockholder is a direct or
    indirect beneficial owner of such shares. To the Company's knowledge, each
    person named in the table has sole voting and investment power (or shares
    such power with his spouse) with respect to all shares of Common Stock
    shown
13
16

    as beneficially owned by such person. Solely for the purpose of computing
    the percentage of shares beneficially owned by a person, shares of Common
    Stock which the person has the right to acquire within 60 days of March 24,
    1997 are deemed outstanding.
(2) The Registration Statement shall also cover any additional shares of
    Common Stock that become issuable in connection with the shares of Common
    Stock registered for sale hereby by reason of any stock dividend, stock
    split, recapitalization, or other similar transaction effected without the
    receipt of consideration that results in an increase in the number of the
    Company's outstanding shares of Common Stock.
(3) Assumes that all of the Shares offered hereby are sold.
(4) Includes 76,400 shares subject to options exercisable within 60 days of
    March 24, 1997. Mr. Antell is the Vice President of Software Development
    of the Company.
(5) Includes 35,000 shares subject to options exercisable within 60 days
    of March 24, 1997. Mr. Blackwell is the Vice President of Service Delivery
    of the Company.
(6) Includes 6,600 shares held by trusts for the benefit of Mr. Brown's children
    and 48,500 shares subject to options exercisable within 60 days of
    March 24, 1997. Mr. Brown is the Chief Financial Officer, Vice President
    of Finance and Administration and Treasurer of the Company.
(7) Includes 341,466 shares held by the D. Quinn Mills Profit Sharing Plan and
    21,766 shares purchasable upon exercise of a warrant held by a child of 
    Dr. Mills. Mr. Mills is a director of the Company.
(8) Includes 4,400 shares held by trusts for the benefit of Ms. Reeve's children
    and 379,000 shares subject to options exercisable within 60 days of
    March 24, 1997. Ms. Reeve is the President and Chief Executive Officer
    and a director of the Company.

                                      14
17

                              PLAN OF DISTRIBUTION

    The shares offered hereby may be sold from time to time by the Selling
Stockholders or their pledgees, donees, transferees or other successors in
interest. Such sales may be made on the Nasdaq National Market, or otherwise, at
prices and on terms then prevailing or at prices related to the then-current
market prices, or in negotiated transactions at negotiated prices. The shares
may be sold by one or a combination of the following: (a) a block trade in which
the broker or dealer so engaged will attempt to sell the shares as agent, but
may position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this Reoffer Prospectus; (c) an
exchange distribution in accordance with the rules of such exchange; and (d)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers. In effecting sales, brokers or dealers engaged by the Selling
Stockholders may arrange for other brokers or dealers to participate. Brokers or
dealers may receive discounts, concessions, commissions or other compensation
from Selling Stockholders in amounts to be negotiated immediately prior to the
sale. The Selling Stockholders and any broker-dealers that participate in the
distribution may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act, and any commission received by them and any profit
on the resale of shares sold by them may be deemed to be underwriting discounts
and commissions. In addition, any securities covered by this Reoffer Prospectus
that qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather
than pursuant to this Reoffer Prospectus.

    Upon the Company being notified by a Selling Stockholder that any material
arrangement has been entered into with a broker-dealer for the sale of shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, a supplemented prospectus will
be filed, if required, pursuant to Rule 424(c) under the Securities Act, setting
forth: (i) the name of such Selling Stockholder and the name of each of the
participating broker-dealers; (ii) the number of shares involved; (iii) the
price at which such shares were sold; (iv) the commissions paid or discounts or
concessions allowed to such broker-dealers, where applicable; (v) a statement to
the effect that such broker-dealers did not conduct any investigation to verify
the information set out or incorporated by reference in this Reoffer Prospectus;
and (vi) other facts material to the transaction.

    The Selling Stockholders will be responsible for any discounts,
concessions, commissions or other compensation due to any broker or dealer in
connection with the sale of any of the Shares offered hereby. All of the other
expenses of this offering will be paid by the Company.

    Limitations on Resale
    ---------------------

    As of the date of this Reoffer Prospectus, the Company does not meet
the registrant requirements for the use of Form S-3. Therefore, pursuant to
General Instruction C of Form S-8, the Selling Stockholders, and any other
persons with whom a Selling Stockholder is acting in concert for the purpose of
selling securities of the Company, are subject to the volume resale limitations
of Rule 144(e) under the Securities Act. Rule 144(e) limits the volume of sales
of shares for the account of persons subject to its provisions to the greater
of (a) 1% of the shares of the class outstanding as shown by the most recent
report issued or published by the issuer or (b) the average weekly trading
volume in the securities as determined pursuant to Rule 144(e).
        
                                  LEGAL MATTERS

    The validity of the Shares offered hereby has been passed upon for the
Company by Foley, Hoag & Eliot LLP, Boston, Massachusetts.

                                      15
18

                                     EXPERTS

        The consolidated financial statements incorporated in this Prospectus
by reference from the Company's Annual Report on Form 10-K for the year ended
December 31, 1996 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein by reference,
and has been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.

                                      16
19

                                TABLE OF CONTENTS

    No broker, dealer or any other person has been authorized to give any
information or to make any representations in connection with this offering
other than those contained in this Reoffer Prospectus, and, if given or made,
such information or representations must not be relied upon as having been
authorized by the Company or any Selling Stockholder. This Reoffer Prospectus
does not constitute an offer to sell or a solicitation of an offer to buy any
securities other than the shares of Common Stock to which it relates or an offer
to, or a solicitation of, any person in any jurisdiction where such an offer or
solicitation would be unlawful. Neither the delivery of this Reoffer Prospectus
nor any sale made hereunder shall create, under any circumstances, any
implication that there has been no change in the affairs of the Company since
the date hereof or that information contained herein is correct as of any time
subsequent to its date.

                                TABLE OF CONTENTS
                                -----------------
Page
                                                                         ----
Available Information ................................................     2

Incorporation of Certain Documents by Reference ......................     2

The Company ..........................................................     3

Risk Factors .........................................................     4

Use of Proceeds ......................................................     13

Selling Stockholders .................................................     13

Plan of Distribution .................................................     15

Legal Matters ........................................................     15

Experts ..............................................................     16
LIGHTBRIDGE, INC.

                         226,485 Shares of Common Stock

                               -------------------

                                   PROSPECTUS

                               -------------------
                                 March 25, 1997

                                       17
20

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated in this Registration Statement by
reference:

         (a) the description of the Company's Common Stock contained in the
Registration Statement on Form 8-A filed with the Commission on September 6,
1996 under Section 12 of the Securities Exchange Act of 1934, including any
amendment or report filed for the purpose of updating such description;

         (b) the Company's Annual Report on Form 10-K for the Fiscal Year ended
December 31, 1996, as filed with the Commission on March 25, 1997; and

         (c) all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

                                     II-1
21

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law affords a Delaware
corporation the power to indemnify its present and former directors and offices
under certain conditions. Article SEVENTH of the Restated Charter provides that
the Company shall indemnify each person who at any time is, or shall have been,
a director or officer of the Company, and is threatened to be or is made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
or she is, or was, a director or officer of the Company, is or was serving at 
the request of the Company as a director, officer, employee, trustee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement incurred in connection with any such action, suit or proceeding to
the maximum extent permitted by the Delaware General Corporation Law.

         Section 102(b)(7) of the Delaware Corporation Law gives a Delaware
corporation the power to adopt a charter provision eliminating or limiting the
personal liability of directors to the corporation or to its stockholders for
breach of fiduciary duty as directors, provided that such provision may not
eliminate or limit the liability of directors for (i) any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) any acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) any payment of a dividend or approval of a stock
purchase that is illegal under Section 174 of the Delaware Corporation Law or
(iv) any transaction from which the director derived an improper personal
benefit. Article NINTH of the Restated Charter provides that to the maximum
extent permitted by the General Corporation Law of the State of Delaware, no
director of the Company shall be personally liable to the Company or to any of
its stockholders for monetary damages arising out of such director's breach of
fiduciary duty as a director of the Company. No amendment to or repeal of the
provisions of Article NINTH shall apply to or have any effect on the liability
or the alleged liability of any director of the Corporation with respect to any
act or failure to act of such director occurring prior to such amendment or
repeal. A principal effect of such Article NINTH is to limit or eliminate the
potential liability of the Company's directors for monetary damages arising from
breaches of their duty of care, unless the breach involves one of the four
exceptions described in (i) through (iv) above. 

         Section 145 of the Delaware General Corporation Law also affords a
Delaware corporation the power to obtain insurance on behalf of its directors
and officers against liabilities incurred by them in those capacities. The
Company has procured a directors' and officers' liability and company
reimbursement liability insurance policy that (a) insures directors and officers
of the Company against losses (above a deductible amount) arising from certain
claims made against them by reason of certain acts done or attempted by such
directors or officers and (b) insures the Company against losses, (above a
deductible amount) arising from any such claims, but only if the Company is
required or permitted to indemnify such directors or officers for such losses
under statutory or common law or under provisions of the Restated Charter or the
Restated By-Laws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                     II-2
22

ITEM 8.  EXHIBITS.

4.1*     Specimen certificate for the Common Stock

 5.1     Opinion of Foley, Hoag & Eliot LLP

10.1*    Lightbridge, Inc. 1990 Incentive and Nonqualified Stock Option Plan

10.2*    Lightbridge, Inc. 1996 Incentive and Non-Qualified Stock Option Plan

23.1     Consent of Deloitte & Touche LLP

23.2     Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1)

24.1     Power of Attorney (contained on the signature page)

----------
* Filed as an exhibit to the Company's Registration Statement on Form S-1 (file
  number 333-6589), as declared effective by the Commission on September 25,
  1996 and incorporated herein by reference.

                                     II-3
23

ITEM 9.  UNDERTAKINGS.

         1.   The undersigned Registrant hereby undertakes:

                  (a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           (i)   To include any prospectus required by Section 
                  10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the Registration
                  Statement;

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the Registration Statement or any material change to such
                  information in the Registration Statement;

provided, however, that paragraphs 2 (a)(1)(i) and 2 (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference herein.

                  (b) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                  (c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         2.       The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         3.       Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                     II-4
24

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Waltham, Massachusetts, on this 25th day of March
1997.

                                LIGHTBRIDGE, INC.

                                By: /s/ Pamela D.A. Reeve
                                    -----------------------------------
                                    Pamela D.A. Reeve
                                    President & Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Pamela D.A. Reeve and William G. Brown,
and each of them, true and lawful attorneys-in-fact and agents with full power
of substitution, for and in such name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing that they, or either of them, may deem necessary or
advisable to be done in connection with this Registration Statement, as fully
to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either
of them, or any substitute or substitutes for any or both of them, may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities as of March 25, 1997.

Signature                                Title
---------                                -----

/s/ Pamela D.A. Reeve                    President; Chief Executive Officer;
----------------------------             Director (Principal Executive Officer)
Pamela D.A. Reeve                          

                                     II-5
25

Signature                                Title
---------                                -----

/s/ William G. Brown                     Chief Financial Officer; Treasurer
----------------------------             (Principal Financial and Accounting
William G. Brown                         Officer)

/s/ Andrew I. Fillat                     Director
----------------------------
Andrew I. Fillat

/s/ Torrence C. Harder                   Director
----------------------------
Torrence C. Harder

/s/ Douglas A. Kingsley                  Director
----------------------------
Douglas A. Kingsley

/s/ D. Quinn Mills                       Director
----------------------------
D. Quinn Mills

                                     II-6
26

                                                   EXHIBIT INDEX
                                                   -------------
Exhibit
  No.             Description                                                                     Page
-------           -----------                                                                     ----
4.1*             Specimen certificate for the Common Stock

 5.1              Opinion of Foley, Hoag & Eliot LLP

10.1*             Lightbridge, Inc. 1990 Incentive and Nonqualified Stock Option Plan

10.2*             Lightbridge, Inc. 1996 Incentive and Non-Qualified Stock Option Plan

23.1              Consent of Deloitte & Touche LLP

23.2              Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1)

24.1              Power of Attorney (contained on the signature page)
----------
* Filed as an exhibit to the Company's Registration Statement on Form S-1 (file
  number 333-6589), as declared effective by the Commission on September 25,
  1996 and incorporated herein by reference.