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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A No. 1
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PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 29, 1996
Commission file number 000-27548
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LIGHTPATH TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 86-0708398
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6820 Academy Parkway East, NE 87109
Albuquerque, New Mexico (ZIP Code)
(Address of principal executive offices)
Registrant's telephone number, including area code:
(505)342-1100
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LigthPath Technologies, Inc.
(A Development Stage Company)
Form 8-K/A No.1
Index
Item Page
Item 4. Changes in Registrant's Certifying Accountant. 2
Signatures 3
Exhibit-16
1
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LigthPath Technologies, Inc.
( A Development Stage Company)
Form 8-K/A No. 1
Item 4. Changes in Registrant's Certifying Accountant.
On August 29, 1996, KPMG Peat Marwick LLP was engaged as principle accountants
for LightPath Technologies, Inc. The change in principle accountants was
approved by the Company's Board of Directors subject to ratification by the
shareholders at the annual meeting on September 30, 1996. Ernst & Young LLP was
previously the principal accountants. Statements in response to Item 4 of the
registrant's Form 8-K dated August 8, 1996, and the letter of Ernst & Young LLP
attached thereto as Exhibit 16, are incorporated herein by reference.
In connection with the audits of the two fiscal years ended June 30, 1996 and
1995, there were no disagreements with Ernst & Young LLP on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, and such firm's report on the Company's financial statements
did not contain an adverse opinion or disclaimer of opinion and was not modified
as to audit scope, or accounting principles through the date of their
termination, August 29, 1996. For the past two years the audit report has
contained explanatory language as to the uncertainty of the Company as a going
concern. The Company agreed to the inclusion of the explanatory language.
Additionally, Ernst & Young LLP's management letter related to their audit of
the June 30, 1995 financial statements contained certain comments regarding
material weaknesses noted. These particular comments related to the Company's
internal controls in its accounting and financial reporting systems and
information systems. Such firm's report on the Company's financial statements
did not contain an adverse opinion or disclaimer of opinion regarding the
material weaknesses. The Company has authorized Ernst & Young LLP to respond
fully to the inquiries of KPMG Peat Marwick LLP regarding the management letter
comments and the material weaknesses which management believes have been
properly resolved subsequent to June 30, 1995. As of the date of this Form 8-K/A
No.1 the Company has not received Ernst & Young LLP's management letter related
to their audit of the year ended June 30, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed in its behalf by the
undersigned, thereunto duly authorized.
LIGHTPATH TECHNOLOGIES, INC.
By: /s/ Donald Lawson September 3, 1996
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Donald Lawson Date
Executive Vice President and Treasurer
Exhibit 16
August 29, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
We have read Item 4 of Form 8-K/A No.1 dated September 3, 1996, of LightPath
Technologies, Inc., and are in agreement with the statements contained in the
second and third paragraphs on page 2 therein. We have no basis to agree or
disagree with other statements of the registrant contained therein.
Regarding the registrant's statement concerning the lack of internal control to
prepare financial statements, included in third paragraph of page 2 therein, we
had considered such matter in determining the nature, timing and extent of
procedures performed in our audit of the registrant's 1995 financial statements.
Very truly yours,
/s/Ernst & Young
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