LIGHTPATH TECHNOLOGIES INC
8-K, 2000-08-18
SEMICONDUCTORS & RELATED DEVICES
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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): August 9, 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                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)


      6820 ACADEMY PARKWAY EAST, NE                                 87109
         ALBUQUERQUE, NEW MEXICO                                  (ZIP CODE)
(Address of principal executive offices)


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

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


ITEM 5. OTHER EVENTS.

     On August 9, 2000, LightPath Technologies,  Inc. (the "Registrant") entered
into a definitive  agreement to acquire  Geltech  Inc., a Delaware  corporation,
("Geltech") for an aggregate purchase price of approximately  $27.5 million.  On
the closing date, the Registrant will acquire all of the  outstanding  shares of
Geltech for approximately  823,000 shares of Registrant's  Class A common stock.
The Registrant  will also assume  approximately  $1.7 million of indebtedness of
Geltech. The number of shares of the Registrant's Class A common stock issued to
the former shareholders of Geltech is subject to adjustment based on the trading
price of the Class A common  stock over a  specified  time  period  prior to the
closing,  which is expected to occur prior to September  30, 2000. A copy of the
press  release  issued by the  Registrant  on August  14,  2000  concerning  the
foregoing transaction is filed as Exhibit 99.1 hereto.

     The terms of the transaction, including the purchase price, were determined
by  negotiations  between  the  Registrant  and the  principal  shareholders  of
Geltech.


ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.


     c)   Exhibits.

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

           99.1          Press release issued August 14, 2000, announcing
                         agreement to acquire Geltech.


                                   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/ Donna Bogue August 18, 2000
                                                 -------------------------------
                                                 Donna Bogue
                                                 CFO and Treasurer


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