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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): January 7, 2000
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)
(505) 342-1100
(Registrant's telephone number, including area code)
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LIGTHPATH TECHNOLOGIES, INC.
FORM 8-K
ITEM 5. OTHER EVENTS.
On January 7, 2000, the registrant issued the press release filed as
Exhibit 99.1 hereto and incorporated herein by reference, announcing that it
intended to call for redemption its outstanding Class A Warrants. On January 11,
2000, the registrant distributed to the registered holders of its Class A
Warrants the Notice of Redemption and Transmittal Letter filed as Exhibit 99.2
hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit Description
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99.1 Press release issued January 7, 2000
99.2 Notice of Redemption and Transmittal Letter distributed to the
registered holders of Class A Warrants
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.
Date: January 18, 2000 By: /s/ Donna Bogue
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Donna Bogue
Vice President of Finance
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EXHIBIT INDEX
Exhibit Description
- ------- -----------
99.1 Press release issued January 7, 2000
99.2 Notice of Redemption and Transmittal Letter to Class A Warrant holders
Exhibit 99.1
LIGHTPATH TECHNOLOGIES, INC. CALLS FOR
REDEMPTION OF ITS CLASS A WARRANTS
FOR IMMEDIATE RELEASE
Contact: Donald E. Lawson, President & CEO
LightPath Technologies, Inc. (505) 342-1100
Internet: www.light.net
(January 7, 2000) - ALBUQUERQUE, NEW MEXICO - LightPath Technologies, Inc.
(NASDAQ:LPTHA) announced today that the Company intends to exercise its right to
call for redemption of its outstanding class A warrants. The date of the class A
warrant call will be Tuesday, January 11, 2000. Letters of instruction will be
mailed to all holders of class A warrants on that day. Each class A warrant is
exercisable at $6.50 per warrant prior to 5:00 p.m. (Eastern Standard Time), on
February 9, 2000. If a class A warrant is exercised, the holder will receive one
share of LightPath Technologies, Inc. common stock (LPTHA) and one share of
LightPath Technologies, Inc. class B warrant (LPTHZ). After 5:00 p.m. on
February 9, 2000, the class A warrants will no longer be exercisable, and
holders will have the right to receive only the redemption price of $.05 per
warrant.
Donald E. Lawson, President and CEO of LightPath Technologies, Inc., commented,
"the potential proceeds of $16.4 million from this class A warrant conversion
will provide the Company with the financing flexibility to expand production
capability for existing products and to accelerate our investment in various
optical switch programs."
The Company's Underwriter from its Initial Public Offering, D. H. Blair
Investment Banking Corp., a New York corporation, is managing the class A
warrant conversion.
Questions and requests for assistance in connection with the warrant redemption
should be directed to the following Company representative:
Donna Bogue, VP Finance
LightPath Technologies, Inc.
(505) 342-1100 - Telephone
(505) 342-1111 - Fax
Email - [email protected]
LightPath manufactures optical products for the telecommunications component
industry at its headquarters in Albuquerque. The Company has 18 U.S. patents,
plus 8 more pending, associated with its optical technologies. In addition,
various foreign countries had issued a total of 7 patents with 10 patents
pending. LightPath common stock trades on the Nasdaq SmallCap Market under the
stock symbol LPTHA.
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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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Exhibit 99.2
[LIGHTPATH TECHNOLOGIES, INC. LETTERHEAD]
NOTICE OF REDEMPTION
OF
CLASS A WARRANTS
January 11, 2000
To the Holders of Outstanding
Class A Warrants of LightPath Technologies, Inc.
We hereby give notice that we are redeeming all of our outstanding Class A
Warrants on February 10, 2000. We are exercising this right pursuant to the
terms of the Warrant Agreement dated as of February 22, 1996 governing the Class
A Warrants.
TERMS OF REDEMPTION; CESSATION OF RIGHTS
Exercise Deadline: February 9, 2000 at 5:00 p.m. (New York time)
Redemption Date: February 10, 2000
Redemption Price: $.05 per Class A Warrant
THE RIGHT OF OUR CLASS A WARRANT HOLDERS TO EXERCISE THEIR CLASS A WARRANTS
WILL TERMINATE AT 5:00 P.M. NEW YORK TIME ON FEBRUARY 9, 2000 (THE BUSINESS DAY
IMMEDIATELY PRECEDING THE REDEMPTION DATE). After 5:00 p.m. New York time on
February 9, 2000, holders of Class A Warrants will have no rights except to
receive, upon surrender of their Class A Warrants, the Redemption Price. The
Redemption Price is substantially less than either (i) the market price of the
shares of Class A Common Stock and Class B Warrants receivable upon exercise of
the Class A Warrants or (ii) the price that could be obtained upon the sale of
the Class A Warrants in the open market.
REDEMPTION PROCEDURE
Payment of the amount to be received on redemption will be made by us upon
the presentation and surrender of the Class A Warrants for payment at any time
on or after the Redemption Date. To surrender Class A Warrants for redemption,
holders should deliver certificates representing their Class A Warrants to
Continental Stock Transfer & Trust Company, our warrant agent, at the following
address:
Continental Stock Transfer & Trust Company
Two Broadway
New York, New York 10004
Telephone: (212) 509-4000
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EXERCISE PROCEDURE
In lieu of surrendering the Class A Warrants for redemption, Class A
Warrant holders may, at their option, exercise their Class A Warrants to
purchase our Class A Common Stock and Class B Warrants.
Each Class A Warrant entitles the holder to purchase one share of Class A
Common Stock and one Class B Warrant at a price of $6.50 per Class A Warrant
exercised. During the period from November 5, 1999 through January 5, 2000, the
closing price of the Class A Common Stock ranged from a high of $20.875 to a low
of $5.50, as reported by Nasdaq on the Nasdaq SmallCap Market. The closing price
of our Class B Warrants ranged from a high of $12.00 to a low of $1.00 during
the period from November 5, 1999 through January 5, 2000.
The Class A Warrants may be exercised by delivery of the Class A Warrant
certificates to Continental Stock Transfer & Trust Company, our warrant agent,
at the address set forth above under "Redemption Procedure" accompanied by a
bank or certified check made payable to LightPath Technologies, Inc. for the
full amount of the Exercise Price ($6.50 for each Class A Warrant exercised).
The subscription form on the reverse side of each Class A Warrant must be
completed in full and signed by the Class A Warrant holder and the signature
guaranteed by an eligible institution. The method of delivery of the Class A
Warrant certificates is at the option and risk of the holder, but if mail is
used, registered mail properly insured is suggested.
THE CLASS A WARRANT CERTIFICATE AND THE PAYMENT OF THE EXERCISE PRICE MUST
BE RECEIVED BY THE WARRANT AGENT PRIOR TO 5:00 P.M. NEW YORK TIME ON FEBRUARY 9,
2000. Class A Warrants which are received after such date will not be exercised,
but will be redeemed. Provided that a notice of exercise and payment is received
by the warrant agent prior to 5:00 p.m. New York time on February 9, 2000,
broker-dealers shall have three business days to deliver Class A Warrant
certificates to the warrant agent.
Any Class A Warrant received which is not accompanied by payment of the
Exercise Price or which is received without the subscription form having been
completed and signed will be deemed to have been delivered for redemption, and
not for exercise.
INFORMATION
You may receive information regarding exercise or redemption of the Class A
Warrants by contacting us at:
LightPath Technologies, Inc.
Attention: Ms. Donna Bogue
6820 Academy Parkway East, N.E.
Albuquerque, New Mexico 87109
Telephone: (505) 342-1100
PAYMENT OF FEES
Pursuant to the terms of the Warrant Agreement covering the Class A
Warrants, the Company has agreed to pay D.H. Blair Investment Banking Corp.,
5.0% of the proceeds received upon exercise of the Class A Warrants.
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NO RIGHT TO EXERCISE IN CERTAIN JURISDICTIONS
The shares of Common Stock and Class B Warrants issuable upon exercise of
the Class A Warrants must be registered, or qualify for an exemption from
registration, under the securities or "blue sky" laws of the state in which a
Class A Warrantholder seeking to exercise a Class A Warrant resides.
In each of the following jurisdictions the Class A Warrants may not be
exercised unless the Common Stock and Class B Warrants are registered or an
application for exemption is filed with and accepted by the state securities
authorities: Arizona, California, Michigan, Mississippi, North Carolina,
Pennsylvania, Texas and Washington.
Residents of the above jurisdictions may not be entitled to exercise their
Class A Warrants unless and until registration of the underlying securities has
been accomplished or other necessary approvals have been obtained. The Company
will use reasonable efforts to obtain such registrations or approvals prior to
the Redemption Date, but no assurance can be given that it will be successful in
doing so. If any required registration or approval is not obtained in any
jurisdiction, residents of that jurisdiction will not be permitted to exercise
their Class A Warrants. If any approval or exemption from registration is
available for only a limited number of Class A Warrants exercises in any
jurisdiction, exercises will be permitted on a first-come, first-served basis in
the order that Class A Warrants are received by the Warrant Agent for exercise.
Any amount previously delivered to the Warrant Agent in payment of the Exercise
Price of any such Class A Warrant will be returned, without interest and the
Class A Warrant will be returned, without interest and the Class A Warrants will
be redeemed for the Redemption Price.
A prospectus will be delivered to Class A Warrantholders which covers the
shares to be issued upon exercise of the Warrants. No exercise will be confirmed
until the Company has complied with the prospectus delivery requirements of the
federal securities laws. If required by applicable law, upon delivery to you of
a final prospectus (whether before or after the Redemption Date) you will have
an opportunity to rescind your exercise and receive a refund of the Exercise
Price within a limited time after receiving a final prospectus.
<PAGE>
[LIGHTPATH TECHNOLOGIES, INC. LETTERHEAD]
IMPORTANT - IMMEDIATE ACTION REQUIRED
January 11, 2000
Dear Class A Warrant Holder:
LightPath Technologies, Inc. has called for redemption of all of its
outstanding Class A Warrants for cash at the redemption price of $.05 per Class
A Warrant on February 10, 2000. A copy of the Notice of Redemption is enclosed.
We are entitled to redeem the Class A Warrants because we have satisfied
the condition of redemption - namely, that the average closing price of our
Class A Common Stock exceeded $9.10 for a period of 30 consecutive trading days
ending within 15 days of the Notice of Redemption. Each Class A Warrant is
exercisable for one share of Class A Common Stock and one Class B Warrant at an
exercise price of $6.50 per Class A Warrant. AFTER 5:00 P.M., NEW YORK TIME, ON
FEBRUARY 9, 2000 (THE BUSINESS DAY IMMEDIATELY PRECEDING THE REDEMPTION DATE),
THE CLASS A WARRANTS WILL NO LONGER BE EXERCISABLE AND YOU WILL ONLY HAVE THE
RIGHT TO RECEIVE THE REDEMPTION PRICE.
We urge you to consider the following alternatives to redemption which are
available to you and which may be more beneficial to you than redemption:
1. Exercise of the Class A Warrants for shares of Class A Common Stock and
Class B Warrants.
Each Class A Warrant is exercisable for one share of our Class A Common
Stock and one Class B Warrant at an exercise price of $6.50 per Class A Warrant.
The closing price of our Class A Common Stock as reported by Nasdaq on the
Nasdaq SmallCap Market ranged from a high of $20.875 to a low of $5.50 during
the period from November 5, 1999 through January 5, 2000. The closing price of
our Class B Warrants ranged from a high of $12.00 to a low of $1.00 during the
period from November 5, 1999 through January 5, 2000. Current market quotations
are available from Nasdaq on the Nasdaq SmallCap Market or from your broker.
2. Sale of the Class A Warrants in the open market.
The Class A Warrants may be sold in the open market. The closing price of
our Class A Warrants as reported by Nasdaq on the Nasdaq SmallCap Market ranged
from a high of $25.50 to a low of $2.4375 during the period from November 5,
1999 through January 5, 2000. Current market quotations are available from
Nasdaq on the Nasdaq SmallCap Market or from your broker. You should consult
your own broker as to the procedure for selling your Class A Warrants and for
current market quotations.
The procedures for exercise and/or redemption of the Class A Warrants are
set forth in the accompanying Notice of Redemption. Questions and requests for
assistance regarding exercise of the Class A Warrants should be directed to
Continental Stock Transfer & Trust Company, Two Broadway, New York, New York
10004, Telephone: (212) 509-4000.
<PAGE>
We have previously filed a registration statement (SEC File No. 333-80119),
including a prospectus with the Securities and Exchange Commission ("SEC") that
covers the resale of the Class A Common Stock, Class A Warrants and Class B
Warrants. You should refer to the registration statement and the prospectus for
additional information about us and the Class A Common Stock, Class A Warrants
and Class B Warrants. Statements that we made in the prospectus relating to any
documents filed as an exhibit to the registration statement or any document
incorporated by reference into the registration statement may not be complete
and you should review the referenced document itself for a complete
understanding of its terms.
Copies of the Company's Annual Report for its year ended June 30, 1999 and
its proxy statement dated September 15, 1999 are being mailed to you under
separate cover.
You should also refer to the annual, quarterly and current reports and
other information that we file with the SEC. You may read and copy any document
that we have filed at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, DC, 20549. Please call the SEC at 1-800-SEC-0330 for further
information about the operation of its public reference facilities. Our SEC
filings are also available to you free of charge at the SEC's web site at
http://www.sec.gov.
Copies of publicly available documents that we have filed with the SEC can
also be inspected and copied at the offices of the National Association of
Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006, or you
may also obtain copies of these documents by contacting us at:
LightPath Technologies, Inc.
Attention: Ms. Donna Bogue
6820 Academy Parkway East, N.E.
Albuquerque, New Mexico 87109
Telephone: (505) 342-1100
Questions and requests for assistance regarding other matters should be
directed to us at the address and number above.
Very truly yours,
LIGHTPATH TECHNOLOGIES, INC.
By: /s/ Donald Lawson
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Donald Lawson, Chief Executive Officer
