As filed with the Securities and Exchange Commission on February 3, 2000
Registration No. 333-____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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 Identification No.)
incorporation or organization)
6820 Academy Parkway East, N.E.
Albuquerque, New Mexico 87109
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(Address of Principal Executive Offices, including Zip Code)
AMENDED & RESTATED DIRECTORS STOCK OPTION PLAN
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(Full title of the plan)
Donald E. Lawson, President & Chief Executive Officer
6820 Academy Parkway East, N.E. Albuquerque, NM 87109
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(Name and address of agent for service)
(505) 342-1100
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(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Aggregate Amount of
be Registered Registered Per Share Offering Price Registration Fee
- --------------------------------------------------------------------------------------------
Class A Common Stock
$.01 par value 50,000* $26.94** $1,347,000** $355.61
Total: $355.61
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</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 January 31, 2000.
================================================================================
<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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement is being filed solely to register the issuance
of up to 50,000 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 (File No. 333-23511)
covering 75,000 shares of its Class A Common Stock initially authorized for
issuance under that plan and a registration statement on Form S-8 (File No.
333-92017) covering an additional 225,000 shares of its Class A Common Stock
authorized for issuance under that plan. Except as supplemented by the
information set forth below, the contents of those earlier registration
statements 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 January 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 January 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 31 day of
January, 2000.
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 January 31, 2000
- ------------------------- Officer, Treasurer and Director,
Donald E. Lawson
/s/ Robert Ripp Chairman of the Board of
- ------------------------- Directors, Robert Ripp January 31, 2000
/s/ Leslie A. Danziger Director, Leslie A. Danziger January 31, 2000
- -------------------------
/s/ Katherine Dietze Director, Katherine Dietze January 31, 2000
- -------------------------
/s/ James L. Adler, Jr. Director, James L. Adler, Jr. January 31, 2000
- -------------------------
/s/ Louis Leeburg Director, Louis Leeburg January 31,2000
- -------------------------
/s/ James A. Wimbush Director, James A. Wimbush January 31, 2000
- -------------------------
3
<PAGE>
EXHIBIT INDEX
Page or
Exhibit Number Description Method of Filing
- -------------- ----------- ----------------
5 Opinion rendered by Squire, Sanders &
Dempsey L.L.P., 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
4
EXHIBIT 5
SQUIRE, SANDERS & DEMPSEY L.L.P.
Counselors at Law
Two Renaissance Square
40 North Central Avenue, Suite 2700
Phoenix, Arizona 85004
Telephone: (602) 528-4000
Telecopier: (602) 253-8129
January 31, 2000
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 50,000 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 Certificate 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.
Our report dated August 10, 1999, except for note 5 which is as of December 14,
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
January 31, 2000
