-----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, GgIV7KlwMiPjlOK7wl4RSKDiQzPGG9K2DzGsfZ/UcaPPrXUQyTCodRouz3u1W7nf tD2xqVjV25BhzA26Ayi6Lg== 0000950147-99-001387.txt : 19991206 0000950147-99-001387.hdr.sgml : 19991206 ACCESSION NUMBER: 0000950147-99-001387 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991203 EFFECTIVENESS DATE: 19991203 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: S-8 SEC ACT: SEC FILE NUMBER: 333-92017 FILM NUMBER: 99768223 BUSINESS ADDRESS: STREET 1: 6820 ACADEMY PKWY E N E STREET 2: STE 103 CITY: ALBUQUERQUE STATE: NM ZIP: 87109 BUSINESS PHONE: 5053421100 S-8 1 FORM S-8 OF LIGHTPATH TECHNOLOGIES, INC. As filed with the Securities and Exchange Commission on December 3, 1999 Registration No. 333-____________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 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, N.E., Albuquerque, New Mexico 87109 - -------------------------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) AMENDED & RESTATED DIRECTORS STOCK OPTION PLAN ---------------------------------------------- (Full title of the plan) Donald E. Lawson, President & CEO 6820 Academy Parkway East, N.E. Albuquerque, NM 87109 ----------------------------------------------------- (Name and address of agent for service) (505) 342-1100 ------------------------------------------------------------- (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
===================================================================================== Title of Proposed Maximum Proposed Maximum Amount of Securities to Amount to Offering Price Aggregate Registration be Registered be Registered Per Share Offering Price Fee - ------------------------------------------------------------------------------------- Class A Common Stock $.01 par value 225,000* $9.30** $2,092,500** $552.42 ------- Total: $552.42 =====================================================================================
* 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 30, 1999. ================================================================================ 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 225,000 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 (Reg. File No. 333-23511) covering 75,000 shares of its Class A Common Stock initially authorized for issuance under that plan. Except as supplemented by the information set forth below, the contents of that earlier registration statement 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 November 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 November 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 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 30 day of November, 1999. 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 November 30,1999 - ------------------------ Officer, Treasurer and Director Donald E. Lawson /s/ Robert Ripp Chairman of the Board of November 30,1999 - ------------------------ Directors Robert Ripp /s/ Leslie A. Danziger Director November 30,1999 - ------------------------ Leslie A. Danziger /s/ Katherine Dietze Director November 30,1999 - ------------------------ Katherine Dietze /s/ James L. Adler, Jr. Director November 30,1999 - ------------------------ James L. Adler, Jr. /s/ Louis Leeburg Director November 30,1999 - ------------------------ Louis Leeburg /s/ James A. Wimbush Director November 30,1999 - ------------------------ James A. Wimbush 3 EXHIBIT INDEX Exhibit Page or Method Number Description of Filing ------ ----------- ---------------- 5 Form of opinion rendered by Squire, Sanders * & Dempsey, 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. EX-5 2 OPINION & CONSENT OF SQUIRE, SANDERS & DEMPSEY EXHIBIT 5 SQUIRE, SANDERS & DEMPSEY L.L.P. Counsellors at Law Two Renaissance Square 40 North Central Avenue, Suite 2700 Phoenix, Arizona 85004 Telephone: (602) 528-4000 Telecopier: (602) 253-8129 December 3, 1999 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 225,000 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 Articles 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. EX-23.1 3 CONSENT OF KPMG LLP 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 in the prospectus. Our report dated August 10, 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 November 30, 1999 -----END PRIVACY-ENHANCED MESSAGE-----