As filed with the Securities and Exchange Commission on December 3, 1999
Registration No. 333-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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, N.E., Albuquerque, New Mexico 87109
- -------------------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
AMENDED & RESTATED DIRECTORS STOCK OPTION PLAN
----------------------------------------------
(Full title of the plan)
Donald E. Lawson, President & CEO
6820 Academy Parkway East, N.E. Albuquerque, NM 87109
-----------------------------------------------------
(Name and address of agent for service)
(505) 342-1100
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================
<S> <C> <C> <C> <C>
Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to Offering Price Aggregate Registration
be Registered be Registered Per Share Offering Price Fee
- -------------------------------------------------------------------------------------
Class A Common Stock
$.01 par value 225,000* $9.30** $2,092,500** $552.42
-------
Total: $552.42
=====================================================================================
</TABLE>
* Each share of Class A Common Stock issued by the Registrant has one
associated non-detachable Preferred Stock Purchase Right.
** Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rules 457(c) and 457(h) of the Securities Act
of 1933, on the basis of the average of the high and low prices for shares
of Common Stock on November 30, 1999.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I, Items 1 and
2, will be delivered to the directors in accordance with Form S-8 and Securities
Act Rule 428.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement is being filed solely to register the issuance
of up to 225,000 additional shares of the Company's Class A Common Stock
pursuant to its Amended & Restated Directors Stock Option Plan. The Company has
previously filed a registration statement on Form S-8 (Reg. File No. 333-23511)
covering 75,000 shares of its Class A Common Stock initially authorized for
issuance under that plan. Except as supplemented by the information set forth
below, the contents of that earlier registration statement are incorporated
herein by reference.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Squire, Sanders & Dempsey L.L.P. ("SS&D") has passed on the legality of the
shares of Class A Common Stock offered hereby for the Company. One of SS&D's
partners, James L. Adler, Jr., currently serves as a director of the Company. As
of November 15, 1999, Mr. Adler held options to purchase an aggregate of 50,176
shares of the Company's Class A Common Stock, of which 32,059 were exercisable
as of or within 60 days of November 15, 1999. SS&D serves as the Company's
general corporate and securities counsel and provides services to the Company in
this capacity on a regular basis.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Albuquerque, State of New Mexico, on this 30 day of
November, 1999.
LIGHTPATH TECHNOLOGIES, INC.
By: /s/ Donald E. Lawson
------------------------------
Donald E. Lawson, President
And Chief Executive Officer
(chief executive and principal
accounting officer)
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes
and appoints Donald E. Lawson as his true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Form S-8 Registration Statement,
and to file the same with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting such
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorney-in-fact and agent
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 below by the following persons in the
capacities and on the date indicated.
Signature Title Date
- --------- ----- ----
/s/ Donald E. Lawson President, Chief Executive November 30,1999
- ------------------------ Officer, Treasurer and Director
Donald E. Lawson
/s/ Robert Ripp Chairman of the Board of November 30,1999
- ------------------------ Directors
Robert Ripp
/s/ Leslie A. Danziger Director November 30,1999
- ------------------------
Leslie A. Danziger
/s/ Katherine Dietze Director November 30,1999
- ------------------------
Katherine Dietze
/s/ James L. Adler, Jr. Director November 30,1999
- ------------------------
James L. Adler, Jr.
/s/ Louis Leeburg Director November 30,1999
- ------------------------
Louis Leeburg
/s/ James A. Wimbush Director November 30,1999
- ------------------------
James A. Wimbush
3
<PAGE>
EXHIBIT INDEX
Exhibit Page or Method
Number Description of Filing
------ ----------- ----------------
5 Form of opinion rendered by Squire, Sanders *
& Dempsey, counsel for the Registrant
23.1 Consent of KPMG LLP *
23.2 Consent of Squire, Sanders & Dempsey L.L.P.
(included in Exhibit 5)
- ----------
* filed herewith.
EXHIBIT 5
SQUIRE, SANDERS & DEMPSEY L.L.P.
Counsellors at Law
Two Renaissance Square
40 North Central Avenue, Suite 2700
Phoenix, Arizona 85004
Telephone: (602) 528-4000
Telecopier: (602) 253-8129
December 3, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: LIGHTPATH TECHNOLOGIES, INC. - AMENDED & RESTATED DIRECTORS
STOCK OPTION PLAN - FORM S-8 REGISTRATION STATEMENT
Ladies and Gentlemen:
We have acted as counsel to LightPath Technologies, Inc., a Delaware
corporation (the "Company"), in connection with its Registration Statement on
Form S-8 (the "Registration Statement") filed under the Securities Act of 1933,
as amended, relating to the registration of 225,000 shares of its Class A Common
Stock, $.01 par value (the "Shares"), issuable pursuant to the Company's Amended
& Restated Directors Stock Option Plan (the "Plan").
In that connection, we have examined minutes of a meeting of the Company's
Board of Directors held on May 11, 1999 at which the Shares were authorized for
issuance under the Plan. We have further examined such documents, corporate
records and other instruments as we have deemed necessary or appropriate for
purposes of this opinion, including the Articles of Incorporation and the Bylaws
of the Company, including all amendments thereto. For purposes of our opinion,
we have assumed the availability of a sufficient number of authorized and
unissued shares at the time of such issuance.
Based upon the foregoing, we are of the opinion that: the Shares, when
issued and sold in accordance with the terms of the Plan, will be validly
issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Squire, Sanders & Dempsey L.L.P.
EXHIBIT 23.1
CONSENT OF KPMG LLP, INDEPENDENT AUDITORS
The Board of Directors
LightPath Technologies, Inc.
We consent to the use of our report incorporated herein by reference in the
prospectus.
Our report dated August 10, 1999, contains an explanatory paragraph that states
that the Company has suffered recurring losses from operations and is dependent
on external sources of capital, which raise substantial doubt about its ability
to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of that uncertainty.
/s/ KPMG LLP
Albuquerque, New Mexico
November 30, 1999
