LIGHTPATH TECHNOLOGIES INC
8-K, 2000-06-19
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): June 6, 2000


                        COMMISSION FILE NUMBER 000-27548

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                          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 87109
                             Albuquerque, New Mexico
          ------------------------------------------------------------
          (Address of principal executive offices, including Zip Code)


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

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

ITEM 5. OTHER EVENTS

     On April 14, 2000, LightPath Technologies,  Inc. (the "Registrant") entered
into a definitive  agreement to acquire  Horizon  Photonics,  Inc., a California
corporation   ("HPI"),   for  an  aggregate   closing  date  purchase  price  of
approximately  $36.2 million.  On that date, the Registrant  acquired all of the
outstanding  shares of HPI for 1,207,158  shares of Registrant's  Class A common
stock,  $.01 par value per share  ("Common  Stock"),  and $1  million  cash.  As
contemplated by the agreement and as of May 29, 2000, a post-closing  adjustment
was made to the aggregate  number of shares of Registrant's  Common Stock issued
in connection with the transaction.  On June 6, 2000, the Registrant authorized,
upon surrender and  cancellation of the shares  previously  issued to the former
shareholders of HPI, the issuance of 1,447,815 shares of the Registrant's Common
Stock to the former  shareholders  of HPI in exchange for the previously  issued
shares of Common Stock.

                                   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      June 14, 2000
                                           -------------------------------------
                                           Donald Lawson
                                           CEO and President

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