-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C7Zw6zfDcnH2P2G3KNYQAHcL9gGcpZlJRw5zFl+HG1JcNXZzlZkdDN9bnOjltl+6 rDYvxyWMvZ4dArCFYx090Q== 0000950147-00-000782.txt : 20000517 0000950147-00-000782.hdr.sgml : 20000517 ACCESSION NUMBER: 0000950147-00-000782 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000509 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIGHTPATH TECHNOLOGIES INC CENTRAL INDEX KEY: 0000889971 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 860708398 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-27548 FILM NUMBER: 637298 BUSINESS ADDRESS: STREET 1: 6820 ACADEMY PKWY E N E STREET 2: STE 103 CITY: ALBUQUERQUE STATE: NM ZIP: 87109 BUSINESS PHONE: 5053421100 8-K 1 FORM 8-K OF LIGHTPATH TECHNOLOGIES, INC. ================================================================================ 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): May 9, 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) Registrant's telephone number, including area code: (505) 342-1100 ================================================================================ 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 ------- ----------- 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 ------------------------------------ Donna Bogue Vice President of Finance EXHIBIT INDEX Exhibit Description - ------- ----------- 99.1 Press release issued May 9, 2000 99.2 Notice of Redemption and Transmittal Letter to Class B Warrant holders EX-99.1 2 PRESS RELEASE Exhibit 99.1 LIGHTPATH TECHNOLOGIES, INC. ANNOUNCES TWO ACTIONS THAT AFFECT ITS CAPITAL STRUCTURE ================================================================================ 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. 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 - dbogue@light.net 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: dlawson@light.net 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. EX-99.2 3 NOTICE OF REDEMPTION & TRANSMITTAL LETTER 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 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. [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 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. 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. -----END PRIVACY-ENHANCED MESSAGE-----