content: <PAGE>
  
                                                             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                                                             04-3065140
  (State or Other Jurisdiction of                                (I.R.S. Employer
  Incorporation or Organization)                               Identification No.)
  
  30 CORPORATE DRIVE                                                        01803
  BURLINGTON, MA                                                        (Zip Code)
  (Address of Principal Executive Offices)
  
                 LIGHTBRIDGE, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of the Plan)
  
                              ------------------------
  
                                MR. ROBERT E. DONAHUE
                        President and Chief Executive Officer
                                  LIGHTBRIDGE, INC.
                                 30 Corporate Drive
                           Burlington, Massachusetts 01803
                       (NAME AND ADDRESS OF AGENT FOR SERVICE)
  
                                   (781) 359-4000
            (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
  
                              ------------------------
  
                                   WITH COPIES TO:
                           John D. Patterson, Jr., Esquire
                             Alexander H. Pyle, Esquire
                                   Foley Hoag LLP
                                155 Seaport Boulevard
                             Boston, Massachusetts 02210
                                   (617) 832-1000
  
                              ------------------------
  
  <PAGE>
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
     TITLE OF                                        PROPOSED               PROPOSED
    SECURITIES                 AMOUNT                MAXIMUM                MAXIMUM              AMOUNT OF
       TO BE                   TO BE              OFFERING PRICE            AGGREGATE           REGISTRATION
    REGISTERED               REGISTERED             PER SHARE            OFFERING PRICE             FEE
    ----------               ----------           --------------         --------------         ------------
  <S>                        <C>                  <C>                    <C>                    <C>
   Common Stock,
  $.01 par value             200,000 (1)          $       5.02(2)        $ 1,004,000.00         $     127.21
  --------------             -----------          ---------------        --------------         ------------
  </TABLE>
  
        (1) Represents additional shares of common stock available for issuance
  pursuant to the Lightbridge, Inc. 1996 Employee Stock Purchase Plan, as amended.
  
        (2) Calculated pursuant to Rule 457(c) and (h)(1) under the Securities Act
  of 1933 based on the average of the high and low sales price of the common stock
  as reported on the Nasdaq National Market on October 5, 2004.
  
  ================================================================================
  
                                        -2-
  <PAGE>
  
        This Registration Statement covers an additional 200,000 shares of common
  stock issuable pursuant to Lightbridge, Inc.'s 1996 Employee Stock Purchase
  Plan, as amended (the "Plan"). These shares are in addition to the 200,000
  shares of common stock issuable under the Plan registered pursuant to the
  Registration Statement on Form S-8, File No. 333-101600, which Lightbridge, Inc.
  ("Lightbridge" or the "Registrant") filed with the Securities and Exchange
  Commission on December 2, 2002, the 200,000 shares of common stock issuable
  under the Plan registered pursuant to the Registration Statement on Form S-8,
  File No. 333-71890, which Lightbridge filed with the Securities and Exchange
  Commission on October 19, 2001, the 100,000 shares of common stock issuable
  under the Plan registered pursuant to the Registration Statement on Form S-8,
  File No. 333-43586, which Lightbridge filed with the Securities and Exchange
  Commission on August 11, 2000 and the 100,000 shares of common stock issuable
  under the Plan registered pursuant to the Registration Statement on Form S-8,
  File No. 333-21585, which Lightbridge filed with the Securities and Exchange
  Commission on February 11, 1997.
  
        The contents of Lightbridge's Registration Statements on Form S-8, File
  Nos. 333-101600, 333-71890, 333-43586 and 333-21585 are incorporated herein by
  reference.
  
                                        -3-
  <PAGE>
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 8.  EXHIBITS.
  
  <TABLE>
  <CAPTION>
  Exhibit No.        Description
  -----------        -----------
  <S>                <C>
  4.1 (1)            Amended and Restated Certificate of Incorporation of the Registrant
  4.2 (1)            Amended and Restated By-Laws of the Registrant
  4.3 (2)            Amendment to Amended and Restated By-Laws of the Registrant, adopted October 29, 1998
  4.4 (1)            Specimen Certificate for Common Stock of the Registrant
  4.5 (3)            Rights Agreement dated as of November 14, 1997, between Lightbridge, Inc. and American
                     Stock Transfer and Trust Company, as Rights Agent
  4.6 (3)            Form of Certificate of Designation of Series A Participating Cumulative Preferred Stock
                     of Lightbridge, Inc.
  4.7 (3)            Form of Right Certificate
  4.8 (4)            1996 Employee Stock Purchase Plan, as amended
  4.9 (5)            Amendments to Lightbridge's 1996 Employee Stock Purchase Plan, as amended
  4.10(6)            Amendment to Lightbridge's 1996 Employee Stock Purchase Plan, as amended
  4.11*              Amendment to Lightbridge's 1996 Employee Stock Purchase Plan, as amended
  5.1*               Opinion of Foley Hoag LLP
  23.1*              Consent of Independent Registered Public Accounting Firm
  23.2*              Consent of Foley Hoag LLP (included in Exhibit 5.1)
  24.1*              Power of Attorney (contained on the signature page)
  </TABLE>
  
  -------------------------------------
  
  *     Filed herewith
  
  (1)   Incorporated by reference from the Registrant's Registration Statement on
        Form S-1, as amended (File No. 333-6589)
  
  (2)   Incorporated by reference from the Registrant's Quarterly Report on Form
        10-Q for the quarter ended September 30, 1998.
  
  (3)   Incorporated by reference from the Registrant's Registration Statement on
        Form 8-A, as filed with the Securities and Exchange Commission on November
        21, 1997.
  
  (4)   Incorporated by reference from Lightbridge's Registration Statement on
        Form S-8, as filed with the Securities and Exchange Commission on August
        11, 2000.
  
  (5)   Incorporated by reference from Lightbridge's Quarterly Report on Form 10-Q
        for the quarter ended June 30, 2001.
  
  (6)   Incorporated by reference from Lightbridge's Quarterly Report on Form 10-Q
        for the quarter ended September 30, 2002.
  
                                        -4-
  <PAGE>
  
                                     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 TOWN OF BURLINGTON, MASSACHUSETTS, on this 12th day of
  October, 2004.
  
                                       LIGHTBRIDGE, INC.
  
                                       By: /s/ Robert E. Donahue
                                           ---------------------------
                                           Robert E. Donahue
                                           President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
        KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
  appears below constitutes and appoints Robert E. Donahue as the undersigned's
  true and lawful attorney-in-fact and agent, with full power of substitution, for
  the undersigned and in the undersigned's 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 Commission, granting unto
  said attorney-in-fact and agent full power and authority to do and perform each
  and every act and thing which she may deem necessary or advisable to be done in
  connection with this Registration Statement, as fully to all intents and
  purposes as the undersigned might or could do in person, hereby ratifying and
  confirming all that said attorney-in-fact and agent, or any substitute or
  substitutes for her, may lawfully do or cause to be done by virtue hereof.
  
        Pursuant to the requirements of the Securities Act, this registration
  statement has been signed by the following persons in the indicated capacities
  on the dates indicated.
  
  <TABLE>
  <CAPTION>
        SIGNATURE                                      TITLE                                DATE
        ---------                                      -----                                ----
  <S>                               <C>                                                 <C>
  /s/ Robert E. Donahue             President, Chief Executive Officer and              October 12, 2004
  ----------------------            Director (Principal Executive Officer)
  Robert E. Donahue
  
  /s/ Timothy C. O'Brien            Vice President, Finance &                           October 12, 2004
  ----------------------            Administration and Chief Financial Officer
  Timothy C. O'Brien                (Principal Financial and Accounting Officer)
  
  /s/ David G. Turner               Director                                            October 12, 2004
  ----------------------
  David G. Turner
  
  /s/ Rachelle B. Chong             Director                                            October 12, 2004
  ----------------------
  Rachelle B. Chong
  
  /s/ Andrew G. Mills               Director                                            October 12, 20044
  ----------------------
  Andrew G. Mills
  
  /s/ Dorothy A. Terrell            Director                                            October 12, 2004
  ----------------------
  Dorothy A. Terrell
  
  /s/ Kevin C. Melia                Director                                            October 12, 2004
  ----------------------
  Kevin C. Melia
  </TABLE>
  
                                        -5-
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b52032l1sv8.txt", "description": "LIGHTBRIDGE, INC. S-8", "secsgml_size_bytes": 11164}]
metadata_filer: {"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": "333-119708", "film-number": "041076141"}, "business-address": {"street1": "67 S BEDFORD ST", "city": "BURLINGTON", "state": "MA", "zip": "01803", "phone": "6173594000"}, "mail-address": {"street1": "67 SOUTH BEDFORD STREET", "city": "BURLINGTON", "state": "MA", "zip": "01803"}}
text: 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                                                             04-3065140
  (State or Other Jurisdiction of                                (I.R.S. Employer
  Incorporation or Organization)                               Identification No.)
  
  30 CORPORATE DRIVE                                                        01803
  BURLINGTON, MA                                                        (Zip Code)
  (Address of Principal Executive Offices)
  
                 LIGHTBRIDGE, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of the Plan)
  
                              ------------------------
  
                                MR. ROBERT E. DONAHUE
                        President and Chief Executive Officer
                                  LIGHTBRIDGE, INC.
                                 30 Corporate Drive
                           Burlington, Massachusetts 01803
                       (NAME AND ADDRESS OF AGENT FOR SERVICE)
  
                                   (781) 359-4000
            (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
  
                              ------------------------
  
                                   WITH COPIES TO:
                           John D. Patterson, Jr., Esquire
                             Alexander H. Pyle, Esquire
                                   Foley Hoag LLP
                                155 Seaport Boulevard
                             Boston, Massachusetts 02210
                                   (617) 832-1000
  
                              ------------------------
  CALCULATION OF REGISTRATION FEE
  TITLE OF                                        PROPOSED               PROPOSED
    SECURITIES                 AMOUNT                MAXIMUM                MAXIMUM              AMOUNT OF
       TO BE                   TO BE              OFFERING PRICE            AGGREGATE           REGISTRATION
    REGISTERED               REGISTERED             PER SHARE            OFFERING PRICE             FEE
    ----------               ----------           --------------         --------------         ------------
  Common Stock,
  $.01 par value             200,000 (1)          $       5.02(2)        $ 1,004,000.00         $     127.21
  --------------             -----------          ---------------        --------------         ------------
  (1) Represents additional shares of common stock available for issuance
  pursuant to the Lightbridge, Inc. 1996 Employee Stock Purchase Plan, as amended.
  
        (2) Calculated pursuant to Rule 457(c) and (h)(1) under the Securities Act
  of 1933 based on the average of the high and low sales price of the common stock
  as reported on the Nasdaq National Market on October 5, 2004.
  
  ================================================================================
  
                                        -2-
  This Registration Statement covers an additional 200,000 shares of common
  stock issuable pursuant to Lightbridge, Inc.'s 1996 Employee Stock Purchase
  Plan, as amended (the "Plan"). These shares are in addition to the 200,000
  shares of common stock issuable under the Plan registered pursuant to the
  Registration Statement on Form S-8, File No. 333-101600, which Lightbridge, Inc.
  ("Lightbridge" or the "Registrant") filed with the Securities and Exchange
  Commission on December 2, 2002, the 200,000 shares of common stock issuable
  under the Plan registered pursuant to the Registration Statement on Form S-8,
  File No. 333-71890, which Lightbridge filed with the Securities and Exchange
  Commission on October 19, 2001, the 100,000 shares of common stock issuable
  under the Plan registered pursuant to the Registration Statement on Form S-8,
  File No. 333-43586, which Lightbridge filed with the Securities and Exchange
  Commission on August 11, 2000 and the 100,000 shares of common stock issuable
  under the Plan registered pursuant to the Registration Statement on Form S-8,
  File No. 333-21585, which Lightbridge filed with the Securities and Exchange
  Commission on February 11, 1997.
  
        The contents of Lightbridge's Registration Statements on Form S-8, File
  Nos. 333-101600, 333-71890, 333-43586 and 333-21585 are incorporated herein by
  reference.
  
                                        -3-
  PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 8.  EXHIBITS.
  Exhibit No.        Description
  -----------        -----------
  4.1 (1)            Amended and Restated Certificate of Incorporation of the Registrant
  4.2 (1)            Amended and Restated By-Laws of the Registrant
  4.3 (2)            Amendment to Amended and Restated By-Laws of the Registrant, adopted October 29, 1998
  4.4 (1)            Specimen Certificate for Common Stock of the Registrant
  4.5 (3)            Rights Agreement dated as of November 14, 1997, between Lightbridge, Inc. and American
                     Stock Transfer and Trust Company, as Rights Agent
  4.6 (3)            Form of Certificate of Designation of Series A Participating Cumulative Preferred Stock
                     of Lightbridge, Inc.
  4.7 (3)            Form of Right Certificate
  4.8 (4)            1996 Employee Stock Purchase Plan, as amended
  4.9 (5)            Amendments to Lightbridge's 1996 Employee Stock Purchase Plan, as amended
  4.10(6)            Amendment to Lightbridge's 1996 Employee Stock Purchase Plan, as amended
  4.11*              Amendment to Lightbridge's 1996 Employee Stock Purchase Plan, as amended
  5.1*               Opinion of Foley Hoag LLP
  23.1*              Consent of Independent Registered Public Accounting Firm
  23.2*              Consent of Foley Hoag LLP (included in Exhibit 5.1)
  24.1*              Power of Attorney (contained on the signature page)
  -------------------------------------
  
  *     Filed herewith
  
  (1)   Incorporated by reference from the Registrant's Registration Statement on
        Form S-1, as amended (File No. 333-6589)
  
  (2)   Incorporated by reference from the Registrant's Quarterly Report on Form
        10-Q for the quarter ended September 30, 1998.
  
  (3)   Incorporated by reference from the Registrant's Registration Statement on
        Form 8-A, as filed with the Securities and Exchange Commission on November
        21, 1997.
  
  (4)   Incorporated by reference from Lightbridge's Registration Statement on
        Form S-8, as filed with the Securities and Exchange Commission on August
        11, 2000.
  
  (5)   Incorporated by reference from Lightbridge's Quarterly Report on Form 10-Q
        for the quarter ended June 30, 2001.
  
  (6)   Incorporated by reference from Lightbridge's Quarterly Report on Form 10-Q
        for the quarter ended September 30, 2002.
  
                                        -4-
  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 TOWN OF BURLINGTON, MASSACHUSETTS, on this 12th day of
  October, 2004.
  
                                       LIGHTBRIDGE, INC.
  
                                       By: /s/ Robert E. Donahue
                                           ---------------------------
                                           Robert E. Donahue
                                           President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
        KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
  appears below constitutes and appoints Robert E. Donahue as the undersigned's
  true and lawful attorney-in-fact and agent, with full power of substitution, for
  the undersigned and in the undersigned's 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 Commission, granting unto
  said attorney-in-fact and agent full power and authority to do and perform each
  and every act and thing which she may deem necessary or advisable to be done in
  connection with this Registration Statement, as fully to all intents and
  purposes as the undersigned might or could do in person, hereby ratifying and
  confirming all that said attorney-in-fact and agent, or any substitute or
  substitutes for her, may lawfully do or cause to be done by virtue hereof.
  
        Pursuant to the requirements of the Securities Act, this registration
  statement has been signed by the following persons in the indicated capacities
  on the dates indicated.
  SIGNATURE                                      TITLE                                DATE
        ---------                                      -----                                ----
  /s/ Robert E. Donahue             President, Chief Executive Officer and              October 12, 2004
  ----------------------            Director (Principal Executive Officer)
  Robert E. Donahue
  
  /s/ Timothy C. O'Brien            Vice President, Finance &                           October 12, 2004
  ----------------------            Administration and Chief Financial Officer
  Timothy C. O'Brien                (Principal Financial and Accounting Officer)
  
  /s/ David G. Turner               Director                                            October 12, 2004
  ----------------------
  David G. Turner
  
  /s/ Rachelle B. Chong             Director                                            October 12, 2004
  ----------------------
  Rachelle B. Chong
  
  /s/ Andrew G. Mills               Director                                            October 12, 20044
  ----------------------
  Andrew G. Mills
  
  /s/ Dorothy A. Terrell            Director                                            October 12, 2004
  ----------------------
  Dorothy A. Terrell
  
  /s/ Kevin C. Melia                Director                                            October 12, 2004
  ----------------------
  Kevin C. Melia
  -5-