LIGHTPATH TECHNOLOGIES INC
8-K, 1999-12-20
SEMICONDUCTORS & RELATED DEVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM 8-K


     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): December 17, 1999

                        COMMISSION FILE NUMBER 000-27548


                          LIGHTPATH TECHNOLOGIES, INC.
             (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
      Albuquerque, New Mexico                                      87109
(Address of principal executive offices)                         (Zip Code)


       Registrant's telephone number, including area code: (505) 342-1100


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<PAGE>
                          LIGTHPATH TECHNOLOGIES, INC.
                                    FORM 8-K


ITEM 5. OTHER EVENTS.

     On December 17, 1999,  the  registrant  issued the press  release  filed as
Exhibit 99.1 hereto.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

        Exhibit           Description
        -------           -----------

         99.1             Press release issued December 17, 1999.


                                   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.


December 20,1999                             By: /s/ Donald Lawson
                                                -----------------------------
                                                Donald Lawson
                                                CEO and President

                                       1
<PAGE>
                                  EXHIBIT INDEX



          Exhibit            Description
          -------            -----------

           99.1              Press release issued December 17, 1999.


                                       2

PRESS RELEASE

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             LIGHTPATH TECHNOLOGIES, INC. ANNOUNCES AMENDMENT TO ITS
          JUNE 30, 1999 FORM 10-KSB AND SEPTEMBER 30, 1999 FORM 10-QSB

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                                                           FOR IMMEDIATE RELEASE


Contact:  Donald E. Lawson, President & CEO
          LightPath Technologies, Inc. (505) 342-1100
          Internet:  www.light.net


(December 17, 1999) -  ALBUQUERQUE,  NEW MEXICO - LightPath  Technologies,  Inc.
(NASDAQ:LPTHA)  announced  today  that  after  consulting  with its  independent
auditors, KPMG LLP, about the accounting associated with the Company's partially
owned subsidiary LightChip, Inc., it will amend its audited financial statements
for the fiscal year ended June 30, 1999 and its unaudited  financial  statements
for the quarter ended September 30, 1999. The principal  result of the amendment
is that  reported  basic and diluted net loss per share for fiscal 1999 improved
by $.10 from  $(.89) to $(.79) and the  reported  basic and diluted net loss per
share for the first quarter improved by $.06 from $(.26) to $(.20). In addition,
the  recorded  value of the  investment  in  LightChip,  Inc.  was reduced and a
corresponding  reduction of approximately $1.4 million was made to the Company's
stockholders' equity. All of the adjustments were non-cash in nature and have no
impact on  operations.  The  summarized  adjusted  balances are reflected in the
table below.

Donald E. Lawson, President and Chief Executive Officer, explained the change in
accounting  as  follows:  "This  amendment  is being  filed for the  purpose  of
reversing an increase to our investment in LightChip, Inc. previously recognized
based on Staff Accounting Bulletin No. 51. During fiscal 1999 the Company, after
consulting with KPMG LLP, had increased the carrying amount of its investment in
LightChip  and  increased  paid in capital  following a preferred  stock  equity
placement by LightChip.  We have  subsequently  determined,  and our independent
accountants  concur,  that the increase to our carrying  amount of LightChip was
not the  correct  treatment  under SAB 51 and this is the reason for the amended
filings. I am pleased,  that with this reversal,  any future losses attributable
to LightChip will not exceed our actual cash investment."
<PAGE>
THIS  NEWS  RELEASE  INCLUDES  STATEMENTS  THAT MAY  CONSTITUTE  FORWARD-LOOKING
STATEMENTS MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION   REFORM  ACT  OF  1995.  THIS  INFORMATION  MAY  INVOLVE  RISKS  AND
UNCERTAINTIES  THAT COULD CAUSE ACTUAL  RESULTS TO DIFFER  MATERIALLY  FROM SUCH
FORWARD-LOOKING  STATEMENTS.  FACTORS  THAT COULD  CAUSE OR  CONTRIBUTE  TO SUCH
DIFFERENCES  INCLUDE,  BUT ARE NOT LIMITED  TO,  FACTORS  DETAILED BY  LIGHTPATH
TECHNOLOGIES,  INC.  IN ITS PUBLIC  FILINGS  WITH THE  SECURITIES  AND  EXCHANGE
COMMISSION

                          LIGHTPATH TECHNOLOGIES, INC.
                     CONDENSED STATEMENTS OF OPERATIONS AND
                            CONDENSED BALANCE SHEETS


<TABLE>
<CAPTION>

SUMMARY FINANCIAL DATA                          YEAR ENDED                      THREE MONTHS ENDED
     (UNAUDITED)                               JUNE 30, 1999                    SEPTEMBER 30, 1999
                                         ---------------------------       ---------------------------
OPERATIONS                               AS REPORTED      AS AMENDED       AS REPORTED      AS AMENDED
                                         -----------      ----------       -----------      ----------
<S>                                     <C>              <C>              <C>             <C>
Revenues                                 $ 1,086,126      $ 1,086,126      $   269,105     $   269,105

Operating loss                            (2,856,846)      (2,856,846)        (589,411)       (589,411)

Equity in losses of LightChip, Inc.         (819,882)        (361,671)        (316,130)             --

Net loss                                 $(3,592,229)     $(3,134,018)     $(1,332,508)    $(1,016,378)
                                         ===========      ===========      ===========     ===========
Net loss applicable to common
 shareholders                            $(3,816,880)     $(3,358,669)     $(1,340,666)    $(1,024,536)
                                         ===========      ===========      ===========     ===========
Basic and diluted net loss per share     $      (.89)     $      (.79)     $      (.26)    $      (.20)

Number of shares used in per share
 calculation                               4,271,313        4,271,313        5,222,931       5,222,931
                                         ===========      ===========      ===========     ===========
BALANCE SHEETS

Total Assets                             $ 3,136,326      $ 2,766,630      $ 4,206,558     $ 4,152,992
                                         ===========      ===========      ===========     ===========
Total Liabilities                            328,915          898,915          443,215       1,013,215

Total Stockholders' Equity                 2,767,611        1,827,915        3,723,543       3,099,977

Total Liabilities and
 Stockholders' Equity                    $ 3,136,326      $ 2,766,630      $ 4,206,558     $ 4,152,992
                                         ===========      ===========      ===========     ===========
</TABLE>

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