As filed with the Securities and Exchange Commission on November 30, 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
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
6820 Academy Parkway East, N.E.
Albuquerque, New Mexico 87109
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(Address of Principal Executive Offices)
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
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share** Offering Price** Registration Fee
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<S> <C> <C> <C> <C>
Class A Common Stock
$.01 par value 100,000* $20.22 $2,022,000 $533.81
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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 November 27, 2000.
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<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 Rule 428
of the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement is being filed solely to register the issuance
of up to 100,000 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, 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, and a registration statement on Form
S-8 (File No. 333-96083) covering an additional 50,000 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 September 30, 2000, Mr. Adler held options to purchase an aggregate of 40,176
shares of the Company's Class A Common Stock, of which 31,118 were exercisable
as of or within 60 days of November 1, 2000. 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.
1
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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 28th day of
November, 2000.
LIGHTPATH TECHNOLOGIES, INC.
By: /s/ Donald E. Lawson
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Donald E. Lawson, President
and Chief Executive 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
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/s/ Donald E. Lawson President, Chief Executive November 28, 2000
----------------------- Officer, Treasurer and
Donald E. Lawson Director
/s/ Donna Bogue Senior Vice President, Chief November 28, 2000
----------------------- Financial Officer
Donna Bogue
/s/ Robert Ripp Chairman of the Board of November 28, 2000
----------------------- Directors
Robert Ripp
/s/ Leslie A. Danziger Director November 28, 2000
-----------------------
Leslie A. Danziger
/s/ James L. Adler, Jr. Director November 28, 2000
-----------------------
James L. Adler, Jr.
/s/ Louis Leeburg Director November 28, 2000
-----------------------
Louis Leeburg
2
<PAGE>
EXHIBIT INDEX
Page or Method
Exhibit Number Description of Filing
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4.1 Directors Stock Option Plan *
5 Form of 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)
24 Power of Attorney See Signature Page
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* filed herewith
