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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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): April 14, 2000
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
(Address of principal executive offices, including Zip Code)
(505) 342-1100
(Registrant's telephone number, including area code)
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LIGHTPATH TECHNOLOGIES, INC.
FORM 8-K
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
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 approximately 1.2 million shares of Registrant's
Class A common stock and $1 million cash. The Registrant also assumed
approximately $250,000 of indebtedness of HPI, which the Registrant repaid upon
closing of the transaction. The number of shares of the Registrant's Class A
common stock issued to the former shareholders of HPI is subject to post closing
adjustment based on the trading price of the Class A common stock over a
specified time period. A copy of the press release issued by the Registrant on
April 17, 2000 concerning the foregoing transaction is filed as Exhibit 99.1
hereto.
The cash portion of the purchase price was provided from the
Registrant's working capital. The terms of the transaction, including the
purchase price, were determined by negotiations between the Registrant and the
principal shareholders of HPI and were accepted by all of the shareholders of
HPI.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of the Businesses Acquired.
The Registrant is in the process of preparing financial statements of HPI
to be included in an amendment of this Form 8-K to be filed within 60 days
of the filing date of this Form 8-K.
(b) Pro Forma Financial Information.
The Registrant is in the process of preparing pro forma financial
information to be included in an amendment of this Form 8-K to be filed
within 60 days of the filing date of this Form 8-K.
(c) Exhibits.
Exhibit Description
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99.1 Press release issued April 17, 2000, announcing agreement to
acquire HPI.
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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 April 19, 2000
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Donald Lawson
CEO and President
PRESS RELEASE OF REGISTRANT DATED APRIL 17, 2000
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LIGHTPATH TECHNOLOGIES ANNOUNCES
ACQUISITION OF HORIZON PHOTONICS
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FOR IMMEDIATE RELEASE
(April 17, 2000) -- ALBUQUERQUE, NEW MEXICO - LightPath Technologies, Inc.
(NASDAQ: LPTHA) announced today that it has acquired privately held Horizon
Photonics, Inc. of Walnut, California, an emerging leader in the automated
production of passive optical components for the telecommunications and data
communications markets.
Under the terms of the April 14, 2000 agreement, shares of LightPath common
stock and cash, with an aggregate value of approximately $36.2 million, were
exchanged for all outstanding shares of Horizon Photonics. The cash portion of
the transaction totaled $1.0 million and LightPath will issue approximately 1.2
million shares of its class A common stock, subject to final adjustments.
Horizon Photonics was founded in 1997 by Bob Cullen and Rick Sweeney and has
been closely held with virtually all shares owned by the two founders and one
other equity investor.
Bob Cullen, President and CEO of Horizon Photonics stated, "I am thrilled to
have Horizon joining forces with LightPath at such an exciting time for both
companies. We have had an ongoing relationship with LightPath for two years, and
are very excited about the new technologies they have developed. The
manufacturing platforms and product lines from both companies are very
complementary. As these integrate, they will form the basis of packaging
solutions for numerous OEM customer opportunities that are built around the key
fundamental advantage of automation. By joining LightPath, Horizon gains
immediate access to an international sales and distribution network, as well as
the financial backing to expand capacity to address our sizable sales backlog
for a key OEM account and accelerate the growth of our component product lines."
"This acquisition is an ideal strategic fit for LightPath," stated Donald E.
Lawson, President and CEO of LightPath Technologies, Inc. "As the market for
optical components that drive the telecom/datacom networks continue to grow at a
rate of 50% a year, capacity is very much in demand. Both Horizon and LightPath
have designed, developed, and placed into production automation platforms for
families of isolator and collimator products respectively. By leveraging
Horizon's strengths, not only have we doubled our current and prospective
business, we are adding depth to our product offerings, gaining access to a
larger customer base and expanding the automation technology base. As the
industry moves closer to the reality of all-optical networking, product
solutions must become progressively more manufacturable, reliable and cost
effective. We are currently in a very good cash position, having received over
$42 million from the exercise of various warrants, and our strategic plan
remains committed to take advantage of this growth opportunity by utilizing our
resources to provide high volume, automated solutions throughout the
telecommunication market for both existing components as well as new evolutions
of products."
Horizon will continue to operate from its 10,000 square-foot facility in Walnut,
California as a wholly owned subsidiary of LightPath. Bob Cullen and Rick
Sweeney will continue in their current roles as Chief Executive Officer and
Chief Operating Officer, respectively.
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The transaction will be accounted for using the purchase accounting method,
resulting in a significant amount of goodwill, which will be amortized over a
relatively short time period. In process research and development will be
expensed at the time of the acquisition. These amounts will be reflected
beginning in the Company's fourth quarter.
LightPath Technologies also announced today that at its April 11, 2000 meeting,
the Board of Directors approved a plan to call for the redemption of all
outstanding class B warrants at a date not yet determined, but prior to May 15,
2000. Approximately 2.8 million class B warrants currently remain outstanding
and, if exercised, would generate an additional $23 million to the Company.
LightPath manufactures its proprietary collimator assemblies and GRADIUM(R)
glass products at its headquarters in Albuquerque. The Company has recently
announced the opening of a second office in Warren, NJ for the purpose of
development of various optical switch products. The Company has 22 U.S. patents,
plus 4 more pending, associated with its optical technologies. In addition,
various foreign countries have issued a total of 8 patents with 9 patents
pending. LightPath common stock trades on the NASDAQ SmallCap Market under the
stock symbol LPTHA.
Contacts: Donald E. Lawson, President & CEO
LightPath Technologies, Inc. (505) 342-1100
Internet: www.light.net
Robert R. Cullen, President & CEO
Horizon Photonics, Inc. (909) 444-2110
Internet: www.horizonphotonics.com
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.
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