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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): May 9, 2000
COMMISSION FILE NUMBER 000-27548
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LIGHTPATH TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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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)
Registrant's telephone number, including area code:
(505) 342-1100
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LIGTHPATH TECHNOLOGIES, INC.
FORM 8-K
ITEM 5. OTHER EVENTS.
On May 9, 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 B Warrants. On May 15, 2000, the
registrant distributed to the registered holders of its Class B 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 May 9, 2000
99.2 Notice of Redemption and Transmittal Letter distributed to
the registered holders of Class B 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: May 15, 2000 By: /s/ Donna Bogue
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Donna Bogue
Vice President of Finance
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EXHIBIT INDEX
Exhibit Description
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99.1 Press release issued May 9, 2000
99.2 Notice of Redemption and Transmittal Letter to Class B Warrant holders
Exhibit 99.1
LIGHTPATH TECHNOLOGIES, INC. ANNOUNCES TWO
ACTIONS THAT AFFECT ITS CAPITAL STRUCTURE
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FOR IMMEDIATE RELEASE
(MAY 9, 2000) - ALBUQUERQUE, NEW MEXICO -- LightPath Technologies, Inc.
(NASDAQ:LPTHA), announced today that it has taken two separate actions which are
aimed at simplifying and clarifying its capital structure. The actions affect
the Company's remaining class B warrants and class E shares.
Since the end of December 1999, when the Company met the requirements to call
for the redemption of its class A warrants, it has sought ways to further
simplify and clarify its capital structure. The class A warrant redemption was
successfully completed in February 2000 and during the same period over half of
the class B warrants were exercised on a voluntary basis. Additionally, since
this time, several of the Company's class E shareholders have written to the
Company seeking some level of consideration for their class E shares, which are
set to expire and be redeemed on September 30, 2000.
First, the Company intends to exercise its right to call for redemption all of
its outstanding class B warrants. Second, the Company has filed an action in the
State of Delaware clarifying the Company's right to redeem the class E shares
following June 30, 2000 for the agreed upon amount of $.0001 per share.
The date of the class B warrant call will be Monday, May 15, 2000. Letters of
instruction will be mailed to all holders of class B warrants on that day. Each
class B warrant is exercisable at $8.75 per warrant prior to 5:00 p.m. (Eastern
Standard Time), on June 13, 2000. If a class B warrant is exercised, the holder
will receive one share of LightPath Technologies, Inc. common stock (LPTHA).
After 5:00 p.m. on June 13, 2000, the class B warrants will no longer be
exercisable, and holders will have the right to receive only the redemption
price of $.05 per warrant. The Company estimates that there are approximately
2.65 million class B warrants outstanding, which, if exercised, would generate
additional proceeds of approximately $22 million to the Company.
On May 2, 2000, the Company filed an action with the Chancery Court of the State
of Delaware, New Castle County asking for a declaratory judgment with respect to
the right of the Company to redeem its Classes E-1, E-2 and E-3 common stock and
the subsequent loss of the right of such shareholders to vote at the Company's
Annual Meeting to be held on October 6, 2000.
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Don Lawson, President & CEO commented, "The result of these two actions is to
bring both of these share overhang issues to closure by the end of our fiscal
year in June 2000. We have previously had over half of the class B warrants
exercised on a voluntary basis and this call for redemption will close out the
balance. With regard to the E shares, the steps taken to seek this declaratory
judgment were necessary to settle this in a non-adversarial manner, which is in
the best interest of all shareholders."
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 its proprietary collimator assemblies and GRADIUM(R)
glass products at its headquarters in Albuquerque. The Company's subsidiary,
Horizon Photonics, manufacturers isolator products utilizing its proprietary
automation technology in Walnut, California. LightPath 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.
Contact: Don Lawson, President & CEO
LightPath Technologies, Inc. (505) 342-1100
Email: [email protected]
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.
Exhibit 99.2
LIGHTPATH TECHNOLOGIES, INC.
IMPORTANT - IMMEDIATE ACTION REQUIRED
May 15, 2000
Dear Class B Warrant Holder:
LightPath Technologies, Inc. (the "Company") has called all of its
outstanding Redeemable Class B Warrants for redemption on June 14, 2000 at the
redemption price of $.05 per Class B Warrant (the "Redemption Price"). A copy of
the Company's Notice of Redemption accompanies this letter.
The Company has the right to redeem the Class B Warrants as it has
satisfied the condition of redemption - namely, that the average closing bid
price of the Company's Class A Common Stock exceeded $12.25 for a period of 30
consecutive business days ending within 15 days of the date of notice. Each
Class B Warrant is exercisable, at an exercise price of $8.75 (the "Exercise
Price"), for 1 share of Class A Common Stock. AFTER 5:00 P.M., NEW YORK TIME, ON
TUESDAY, JUNE 13, 2000, THE CLASS B WARRANTS WILL NOT LONGER BE EXERCISABLE AND
THE HOLDERS WILL ONLY HAVE THE RIGHT TO RECEIVE THE REDEMPTION PRICE OF $.05 PER
CLASS B WARRANT.
You are urged to consider two alternatives to redemption which are
available to you and which may be more beneficial to you than redemption. These
alternatives are:
1. EXERCISE OF THE CLASS B WARRANTS FOR SHARES OF CLASS A COMMON STOCK.
Each Class B Warrant may be exercised by payment of the Exercise Price
of $8.75, in consideration for which you are entitled to receive 1 share of
Class A Common Stock. On Friday, May 12, 2000, the closing sale price of
the Class A Common Stock, as reported by the Nasdaq SmallCap Market, was
$30 1/16.
THE COMPANY HAS ADVISED THAT IT HAS AN EFFECTIVE REGISTRATION STATEMENT ON
FILE WITH THE SECURITIES AND EXCHANGE COMMISSION COVERING THE SHARES OF CLASS A
COMMON STOCK ISSUABLE UPON EXERCISE OF THE CLASS B WARRANTS AND THAT THE
EXERCISE OFFER IS BEING MADE IN ACCORDANCE WITH APPLICABLE FEDERAL AND STATE
SECURITIES LAWS.
HOLDERS OF CLASS B WARRANTS ARE ENCOURAGED TO REVIEW THE MATERIAL IN THE
REGISTRATION STATEMENT AND THE COMPANY'S PUBLIC FILING BEFORE DECIDING TO
EXERCISE THE CLASS B WARRANTS. NEITHER THIS LETTER NOR THE COMPANY'S NOTICE OF
REDEMPTION SHALL CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
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QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
2. SALE OF THE CLASS B WARRANTS IN THE OPEN MARKET.
Class B Warrants may, in the alternative, be sold in the open market.
You should consult your broker as to this procedure and for current market
quotations. On Friday, May 12, 2000, the closing sale price for the Class B
Warrant, as reported by the Nasdaq SmallCap Market, was $21 1/4. Residents
of jurisdictions where the shares of Class A Common Stock have not been
registered or qualified may not be able to exercise their Class B Warrants
and may therefore find this alternative attractive. See the enclosed Notice
of Redemption for a more complete discussion of this issue.
Holders of the Class B Warrants who wish to exercise their rights to
purchase Class A Common Stock may do so by delivering their Class B Warrant
certificates, together with the Exercise Price of $8.75 per Class B Warrant, to
Continental Stock Transfer & Trust Company, as Warrant Agent, whose address is
Two Broadway, New York, NY 10004, on or before 5:00 p.m., New York Time, on June
13, 2000. The Subscription Form on the reverse side of each such Class B Warrant
certificate must be completed and signed by the holder of the Class B Warrant
and the signature guaranteed by an eligible institution.
The method of delivery of the Class B Warrants to Continental Stock
Transfer & Trust Company is at the option and risk of the holder, but if mail is
used, registered mail, properly insured, is suggested. THE CLASS B WARRANT AND
EXERCISE PRICE MUST BE RECEIVED BY THE WARRANT AGENT PRIOR TO 5:00 P.M., NEW
YORK TIME, ON JUNE 13, 2000, AND CLASS B WARRANTS WHICH HAVE NOT BEEN RECEIVED
BY SUCH DATE MAY NOT THEREAFTER BE EXERCISED, BUT WILL BE REDEEMED. PROVIDED
THAT A NOTICE OF EXERCISE AND PAYMENT OF THE EXERCISE PRICE IS RECEIVED BY THE
WARRANT AGENT PRIOR TO 5:00 P.M., NEW YORK TIME, ON JUNE 13, 2000,
BROKER-DEALERS SHALL HAVE THREE BUSINESS DAYS TO DELIVER CLASS B WARRANT
CERTIFICATES TO THE WARRANT AGENT.
D.H. Blair Investment Banking Corp. is acting as the Company's Solicitation
Agent in connection with the exercise of the Class B Warrants. Questions and
requests for assistance should be directed to David Nachamie at (212) 495-4105,
or Martin A. Bell at (212) 495-4594, at D.H. Blair Investment Banking Corp.
D.H. BLAIR INVESTMENT BANKING CORP.
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[LIGHTPATH TECHNOLOGIES, INC. LETTERHEAD]
NOTICE OF REDEMPTION
OF
CLASS B WARRANTS
May 15, 2000
To the Holders of Outstanding
Class B Warrants of LightPath Technologies, Inc.
We hereby give notice that we are redeeming all of our outstanding Class B
Warrants on June 14, 2000. We are exercising this right pursuant to the terms of
the Warrant Agreement dated as of February 22, 1996 governing the Class B
Warrants.
TERMS OF REDEMPTION; CESSATION OF RIGHTS
Exercise Deadline: June 13, 2000 at 5:00 p.m. (New York time)
Redemption Date: June 14, 2000
Redemption Price: $.05 per Class B Warrant
THE RIGHT OF OUR CLASS B WARRANT HOLDERS TO EXERCISE THEIR CLASS B WARRANTS
WILL TERMINATE AT 5:00 P.M. NEW YORK TIME ON JUNE 13, 2000 (THE BUSINESS DAY
IMMEDIATELY PRECEDING THE REDEMPTION DATE). After 5:00 p.m. New York time on
June 13, 2000, holders of Class B Warrants will have no rights except to
receive, upon surrender of their Class B Warrants, the Redemption Price. The
Redemption Price is substantially less than either (i) the market price of the
shares of Class A Common Stock receivable upon exercise of the Class B Warrants
or (ii) the price that could be obtained upon the sale of the Class B 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 B Warrants for payment at any time
on or after the Redemption Date. To surrender Class B Warrants for redemption,
holders should deliver certificates representing their Class B 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 B Warrants for redemption, Class B
Warrant holders may, at their option, exercise their Class B Warrants to
purchase our Class A Common Stock.
Each Class B Warrant entitles the holder to purchase one share of Class A
Common Stock at a price of $8.75 per Class B Warrant exercised. During the
period from March 27, 2000 through May 8, 2000, the closing price of the Class A
Common Stock ranged from a high of $51.75 per share to a low of $15.625 per
share, as reported by Nasdaq on the Nasdaq SmallCap Market. The closing price of
our Class B Warrants ranged from a high of $43.00 to a low of $8.625 during the
period from March 27, 2000 through May 8, 2000.
The Class B Warrants may be exercised by delivery of the Class B 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 Continental Stock Transfer & Trust
Company as agent for LightPath Technologies, Inc. for the full amount of the
Exercise Price ($8.75 for each Class B Warrant exercised). The subscription form
on the reverse side of each Class B Warrant must be completed in full and signed
by the Class B Warrant holder and the signature guaranteed by an eligible
institution. The method of delivery of the Class B Warrant certificates is at
the option and risk of the holder, but if mail is used, registered mail properly
insured is suggested.
THE CLASS B 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 JUNE 13,
2000. Class B 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 June 13, 2000,
broker-dealers shall have three business days to deliver Class B Warrant
certificates to the warrant agent.
Any Class B 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 B
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 B
Warrants, the Company has agreed to pay D.H. Blair Investment Banking Corp.,
5.0% of the proceeds received upon exercise of the Class B Warrants.
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NO RIGHT TO EXERCISE IN CERTAIN JURISDICTIONS
The shares of Common Stock issuable upon exercise of the Class B 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 B Warrantholder
seeking to exercise a Class B Warrant resides. Residents of certain
jurisdictions may not be entitled to exercise their Class B 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 B Warrants. If any
approval or exemption from registration is available for only a limited number
of Class B Warrants exercises in any jurisdiction, exercises will be permitted
on a first-come, first-served basis in the order that Class B 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 B Warrant
will be returned, without interest, and the Class B Warrant will be returned,
without interest, and the Class B Warrants will be redeemed for the Redemption
Price.
A prospectus will be delivered to Class B 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.
