0001654954-21-005089.txt : 20210504 0001654954-21-005089.hdr.sgml : 20210504 20210504160314 ACCESSION NUMBER: 0001654954-21-005089 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20210428 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20210504 DATE AS OF CHANGE: 20210504 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: 1934 Act SEC FILE NUMBER: 000-27548 FILM NUMBER: 21888317 BUSINESS ADDRESS: STREET 1: 2603 CHALLENGER TECH CT STREET 2: SUITE 100 CITY: ORLANDO STATE: FL ZIP: 32826 BUSINESS PHONE: 4073824003 8-K 1 lpth_8k.htm CURRENT REPORT lpth_8k
 

 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  
 FORM 8-K
 
CURRENT REPORT
 
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
April 28, 2021
Date of Report (Date of earliest event reported)
 
LIGHTPATH TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
000-27548
 
86-0708398
(State or other jurisdiction of incorporation or organization)
 
(Commission File Number)
 
(I.R.S. Employer Identification Number)
 
2603 Challenger Tech Court, Suite 100
Orlando, Florida 32826
(Address of principal executive office, including zip code)
 
(407) 382-4003
(Registrant’s telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, par value $0.01
LPTH
The Nasdaq Stock Market, LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards providing pursuant to Section 13(a) of the Exchange Act.
 

 
 
 
 
LightPath Technologies, Inc.
Form 8-K
 
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On April 28, 2021, Mr. Robert Ripp notified the Board of Directors (the “Board”) of LightPath Technologies, Inc. (the “Company”) of his intent to retire as Chairman and as a member of the Board, effective on May 11, 2021. In connection with his retirement, Mr. Ripp will also resign as a member of the Finance Committee and as Chairman of the Nominating and Corporate Governance Committee. Mr. Ripp has served as one of the Company’s directors and as Chairman since 1999. Mr. Ripp’s retirement is based on his fulfillment of transition activity with the Company’s new Chief Executive Officer and to comply with the recently approved mandatory retirement age for directors. Further, Mr. Ripp’s departure is not due to any disagreement with the Company. Mr. Ripp previously elected to defer receipt of his restricted stock units until separation from the Board. Accordingly, all of vested restricted stock units, as well as all unvested restricted stock units (which units will vest on his retirement date) will be issued on or about May 11, 2021.
 
LightPath’s Board of Directors and the executive management team recognize Mr. Ripp’s dedication and many contributions to the Company for more than 20 years and wish him well in his retirement.
 
Item 7.01 Regulation FD Disclosure.
 
On May 4, 2021, the Company issued a press release announcing Mr. Ripp’s retirement as Chairman of the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. The information in the press release shall no be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit No.
Description
Press Release dated May 4, 2021
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed in its behalf by the undersigned, thereunto duly authorized.
  
 
LIGHTPATH TECHNOLOGIES, INC.
 
 
 
 
 
Dated: May 4, 2021
By:  
/s/ Donald O. Retreage, Jr.  
 
 
 
Donald O. Retreage, Jr.,
Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
 
 
EX-99.1 2 lpth_ex991.htm PRESS RELEASE lpth_ex991
 
Exhibit 99.1
 

For Immediate Release
 
 
LightPath Technologies Announces Chairman’s Retirement
 
ORLANDO, FL – May 4, 2021 – LightPath Technologies, Inc. (NASDAQ: LPTH) (“LightPath,” the “Company,” or “we”), a leading vertically integrated global manufacturer and integrator of proprietary optical and infrared components and high-level assemblies, today announced that Mr. Robert Ripp will retire as Chairman of the Board of Directors of LightPath, effective May 11, 2021. The Board has begun the process of electing his successor.
 
Mr. Ripp has served on the LightPath Board for 22 years. He was key in recruiting LightPath’s current Chief Executive Officer, Sam Rubin, to lead the Company in a new direction. During his time on the Board, LightPath has expanded its operations globally, completed the transformative acquisition of ISP Optics Corporation, and adapted to the changing photonics market dynamics and has positioned the Company for its new strategic direction.
 
Mr. Ripp said, “Upon LightPath’s former CEO’s announcement in June 2019 of his plans to retire in June 2020, I committed myself to lead the search committee to hire a new CEO and work with that new leader through a transition period. The new leadership would be provided with a mandate from the Board to change the Company’s strategic direction and to improve execution to enhance shareholder value. In February 2020, the Board appointed Sam Rubin as CEO. As part of that transition effort, the Board has been working on developing new governance guidelines to assist Sam in managing the expected strategic and operational changes. One of the first governance changes approved by the Board in November 2020 was a formal retirement age for all directors. Since I have fulfilled my original transition commitments, and in support of the new retirement policies, I am retiring from the LightPath Board. LightPath’s strengths are its innovative capabilities to push technology limits, its passionate and dedicated employees, and its access to world class customers. The Company is on a path of a new direction and I wish our expanding global team success in fulfilling the mandate for change and the continued creation of shareholder value.”
 
 
 
 
Louis Leeburg, a long standing independent member of the LightPath Board, commented on behalf of the Board, “Bob has been a strong leader since joining our Board in 1999. As Chairman, he consistently demonstrated an unwavering commitment to shareholders and guided the Company through many crucial transitions. This fall as we discussed more formal governance regarding age limits for directors, Bob recognized the Company's need for succession. On behalf of the entire Board, we wish Bob well in his retirement. We will always value his leadership and the wisdom he brought to LightPath.”
 
Sam Rubin, CEO of LightPath, said, “Bob’s guidance has been invaluable to LightPath, and I want to thank him for his dedication and commitment to the Company over the last two decades. During that time, the market has changed around us and we have benefitted from Bob’s leadership, his extensive financial and executive experience and his tireless efforts on behalf of the Company. On a personal note, I would like to thank Bob both for the trust he placed in me, appointing me to this position, and for his significant assistance, guidance and coaching during my transition into the CEO role. And on behalf of LightPath’s shareholders, employees, and customers, I would like to thank Bob for his service to LightPath, and wish him the very best in his retirement.”
 
About LightPath Technologies
 
LightPath Technologies, Inc. (NASDAQ: LPTH) is a leading global, vertically integrated provider of optics, photonics and infrared solutions for the industrial, commercial, defense, telecommunications, and medical industries. LightPath designs and manufactures proprietary optical and infrared components including molded glass aspheric lenses and assemblies, infrared lenses and thermal imaging assemblies, fused fiber collimators, and proprietary Black DiamondTM (“BD6”) chalcogenide-based glass lenses. LightPath also offers custom optical assemblies, including full engineering design support. The Company is headquartered in Orlando, Florida, with manufacturing and sales offices in Latvia and China.
 
LightPath’s wholly-owned subsidiary, ISP Optics Corporation, manufactures a full range of infrared products from high performance MWIR and LWIR lenses and lens assemblies. ISP’s infrared lens assembly product line includes athermal lens systems used in cooled and un-cooled thermal imaging cameras. Manufacturing is performed in-house to provide precision optical components including spherical, aspherical and diffractive coated infrared lenses. ISP’s optics processes allow it to manufacture its products from all important types of infrared materials and crystals. Manufacturing processes include CNC grinding and CNC polishing, diamond turning, continuous and conventional polishing, optical contacting and advanced coating technologies.
 
For more information on LightPath and its businesses, please visit www.lightpath.com.
 
 
 
 
Forward-Looking Statements
 
This press release includes statements that constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “forecast,” “guidance,” “plan,” “estimate,” “will,” “would,” “project,” “maintain,” “intend,” “expect,” “anticipate,” “prospect,” “strategy,” “future,” “likely,” “may,” “should,” “believe,” “continue,” “opportunity,” “potential,” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, and include, for example, statements related to the expected effects on the Company’s business from the COVID-19 pandemic. These forward-looking statements are based on information available at the time the statements are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or suggested by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the duration and scope of the COVID-19 pandemic and impact on the demand for the Company products; the ability of the Company to obtain needed raw materials and components from its suppliers; actions governments, businesses, and individuals take in response to the pandemic, including mandatory business closures and restrictions on onsite commercial interactions; the impact of the pandemic and actions taken in response to the pandemic on global and regional economies and economic activity; the pace of recovery when the COVID-19 pandemic subsides; general economic uncertainty in key global markets and a worsening of global economic conditions or low levels of economic growth; the effects of steps that the Company could take to reduce operating costs; the inability of the Company to sustain profitable sales growth, convert inventory to cash, or reduce its costs to maintain competitive prices for its products; circumstances or developments that may make the Company unable to implement or realize the anticipated benefits, or that may increase the costs, of its current and planned business initiatives; and those factors detailed by LightPath Technologies, Inc. in its public filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended June 30, 2020. Should one or more of these risks, uncertainties, or facts materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by the forward-looking statements contained herein. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Except as required under the federal securities laws and the rules and regulations of the Securities and Exchange Commission, we do not have any intention or obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.
 
Investor Relations Contact for LightPath:
Jordan Darrow
Darrow Associates, Inc.
Tel: 512-551-9296
jdarrow@darrowir.com
 
 
GRAPHIC 3 lpth_ex991000.jpg IMAGE begin 644 lpth_ex991000.jpg M_]C_X 02D9)1@ ! 0$ 8 !@ #_VP!# @&!@<&!0@'!P<)"0@*#!0-# L+ M#!D2$P\4'1H?'AT:'!P@)"XG("(L(QP<*#7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0 'P$ P$! 0$! M 0$! 0 $" P0%!@<("0H+_\0 M1$ @$"! 0#! <%! 0 0)W $" M Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O 58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H # ,! (1 Q$ /P#WR6:*!=TL MB1J3C+L *9]LM<9^TPX_WQ4&IZ1IVM6PMM2LH;N$-N"3(& /J/?DU\\ZGX5T MV'XUIX?BB*Z;)=1$PAC@*RARN>N.2*9$I-'TA%/%."8I4D ."48'%/JCI>C: M;HELUOIEE#:0LVYEB3:">F3ZFKU(L0D $DX ZDT*RNH9&#*1D$'(-^'?"Q>/4;Y3=* ?LL0WR'(R.!T_'%=+7C'Q\ ML;5;32;Y8(UNGE>-Y0N&90 0">^*$3-M*Z/8;2X6[LX+E5*K-&L@5NH!&>:F MJEH__(#T_P#Z]H__ $$5=H*"BBB@!LDB11/)(P5$4LQ/8#K6!_PG7A?_ *#5 MK^9_PK9OAG3[D>L3?R->._!RSM[G5M3:>".79"NW>@;&6[9^E,SG)J22ZGI4 M7CCPQ-(L::U:;B<#*WT=9$5T8,K#(8'((KE_%/@G2==TJ=5LX8+Q4+ M0SQ(%(;'&<=17%?!W7KEKNZT*>1GA6,S0AOX"" P'L<@X]J!<[4E&74]>HHH MI&H445P&C^,M2UGXC7&C-'';V=GYP95Y:0J=H))^N<#]:"7)*USM-5N);31[ MVYAQYL-O)(FX9&X*2*Y/X<^*M2\4VM_-J @!@=%01(5Z@YSR?:NHUO\ Y &I M?]>LO_H)KSSX*_\ (,U;_KLG\C3Z$R;YTCU*D9E1&=F"JHR23P!2U6U&![G3 MKB&,_.Z$+SU/I^-(T*,7B*SENF@&X;2,L67*YZ%ESN4'(Y([UKUQ9@$U])+% M-YDTTLP^R%1NCWIM!(QD8/7)QC\*[)%*QJI.2 !GUH)BVQU%%%!04444 %%% M% !7A.K_ /)R%O\ ]=X?_12U[M7A.K_\G(6__7>'_P!%+31G4Z>I[M1112-" M*XN(+2!Y[F:.&%!EI)&"J![DU2T77M.\06LMUI=P+BWBF,)D (!8 $XSU'(Y MKG_BCI%IJG@+4GN8RTEI$;B%@2"KC^?'%97P1&/A\/>[D_DM!-WS6/0;J[MK M&V>YNYXH($&6DE<*J_4FL*W\?^$[JX$$6O61D8X&Y]H)]B<"O-O%MZ_BSXS: M?X7NF;^R[25=\&<+(VSS&)]&].UGPI>:=+:PJBP,8"J >4P' MRE<=,'T[<4"YF[V-]6#*&4@J1D$'@UY#\??^0+HW_7R__H(K#^$WA*S\4:/> M3ZA=ZBGV:<1QB"Y*+C&<8K;^/HQHFC =KA__ $$4^I,I[*R1MY2MP [[' M7Z=_Q]J"G)K4]Z9E12SL%4#)). *XJS^)&DWOC.\TA+VR2PM;;<;N28*))MP M!523@@ _GFNKU'3;+5[)[+4+=+BV<@M&_0X.1^M>$_#3PYH^J^/_ !!97^GP MW%M;B7RHI!D)B4 8_"@)-II(]QCU33M3MK@6-_:W6Q#O\B97VY!QG!XKRSX+ M<:GJX_Z9)_,UZ39>'-&\/VMX^E:=!9F6,^88EQNP#C/YFO(?AAI=]JE[J2V6 ML3Z:R1H6:) V_)/!S09S;YXGLVO:Q;:%HMS?W4BJL:':"<%VQPH]R:\M^#FD MW$NK7VM2*P@6,PJQ'#.Q!./H!^M=2WPRM[^[6?7-;U'4]O1)'VK_ %_3%=I9 MV=MI]I':VD*0P1C"1H, 4%.!88]TLVUL; MR3C R#T_^O7.:[J'BKX?:G:W$VJR:KI<[;2)EYR.J^H..A!KT35O$FC:&/\ MB8ZA! V,B,G+G_@(YKR[XE>+K77]%MK>QL[S[.+@/]KEA*1DA2,*3U/.:":E MDKWU/4=1.HZAI5O+H=W#;R2%9!)-'N!C(ST]>17D7AJWUJ7XG:K':7]M'J"^ M=YL[PY1OG&<+VR:]<\+DGPII))R?L<7_ *"*\U\"$R?%O7'Q_P _'_HP4!-7 M<3T%H=5@\):DNL7,-Q=>3,0\*;5V[3@8KR_X;:Q>VFGW^FZ/ L^K74JF,29$ M<2 '+L?09 QZFO8-;_Y &I?]>LO_ *":\U^"MJGEZO=D?O-T<8/H.2?Z?E0$ MU[\4B#Q#%\1/#47]L2ZR+J%&!D$)RJ9/="H&.W KO_!?B4>*?#T=\R*EPC&. M=%Z!QW'L00:M^*(UE\*:LC#(-G+_ .@FN)^"_P#R -1_Z^A_Z"*!I.,[)[GI ME%%%(V"BBB@ HHHH **** "O"-7('[2%OG_GO!_Z*6O9]7N]0L[19--TLZC, M7 ,0G6+ ]_ &?6FC.IT ML>[U%3< MZ<98]ZX.UER,BL7X(_\ )/5_Z^Y?Z5K>-K/6[KPY+X?T+2$GAN+;R30."G4\CMZTQ?:,;XF>&[O M2_%6G>,]$9'OC/'&UI_'-(.!M'\65X(]!FNDOO$WB'6-%EL--\)ZG:ZE<1F( MR7>U(821@MNSEL=L"N4\=W?B7PE\0XO%;VYU'1XT\N%6^Y &4*R\?=8G^+OG M'M5S_A=-VT>Z+P;?L/7S#C_T"@FZ3?0[?P1X4B\'>&XM-202S%C+<2@8#N>N M/8 #Z5P?Q]_Y VC?]?#_P#H(K6\,?&+3-=UF/2KVPFTVYF;9$7<.I;LI. 0 M3VXJC\2?#WBSQM]GM+71(;>WLYG9)I+Q"9@> <#[O SSZT!*SA:)Z5H__($L M/^O:/_T$5Y)\4?\ DJWA+ZP_^CJ])\+S:W_92VVL:2EG-;1)&K1W*R+-@8)& M/N]!U]:\Y\6>&?&_B?Q7I^N1Z);VBV 3RH'O48G:^[)(XY-"'/6)[+7B/PD_ MY*;XH^DW_HX5Z_I%WJ%Y9F34M,_L^<.5$/GK+D<<[E_'CVKR(^&O%_@?XAWN MLZ'I?]IV%X[DHK@95SNVGN"#WQCB@)[IGLE]QI]R?^F3?R->1_!7_D)ZL/\ MIDG_ *$:]%TV7Q!J>EWKZKI]KI[RQE;>V2;S'7(/+L./3@#BN;^'?@K5?"NH MWDU^]LT<\(4>4Y)!!SSD"@4DW.+1Z'69XCOY-+\-ZC?0_P"M@MW=,_WL_LHM1T^XLIP3#<1M&^/0C%(T>VAY9\)M(M=6.H:YJ*?:[U9@B--\VTXR6 MY[G/7VK1^,[HOAS3X\@,UUD+[!3_ (BL?2O#/CKP7JMPFC007EK,>2SKL<#H M2"00?\\UJ>(/ >O^(](:\U*]AFUE6'DP(=L,2?Q*/]H\')] />GU.=)^SY;: MG;^%O^13TC_KSB_]!%>:_#UA_P +3UT'J?M&/^_HKO/!UKXAL=*BM-;6R6.W MB6*$0%BYQQECG'3TKD=2\(^(]!\<2>(/#D$-W%.[.T+.%QN^\I!(XSR"*"Y7 MM%VV/1-<_P"1?U+_ *]9?_0#7GOP5_Y!FK#_ *;)_(UVJ^&]0BU*Q@ ML[R:*2.*))MXY3 W'ZGM6-\.O"FH^%;?4(M0:!O/=&0Q.6Z YSD#U% VFYIG M0^)VV>%-68]K.7_T$UQ/P7_Y &H_]?0_]!%=WK]E-J/A[4+*VV^=<6[QIN.! MDC S7._#OPMJ/A6PO;;4&@8RRJZ&)R1TP>H% -/VB9V=%%%(U"BBB@ HHHH M**** "BBB@ HHHH **** /+--\2#QC\6;C2KT!+#2!(UM:MTEF1@N]AW(!) M[=:]3KS7Q7\+9=1\0_\ "1>'=3_LS5"V]]P.QG_O CD$]Q@@UWT:XFOIKF?4-5N %FOKD@N1_=4#A5]A6X^=AV]<<4F.*UN+156V M642-OSMJ>7<8F"?>QQ4J5U>QHU9V'T50L4G61O,R%]QWJW.',#B/[^.,4HSO M'FL.4;2MBN<\/0W\=U*9UD6+:00X(RW;'ZUL:HMP^F3K:D^<5^7!Y]\?AFHIUG.E M[3E^11. M(I^RFXIW)UU&R>Z^S+=P-/G'EB0%NF>GTHCU"RFN#;QW<#S D%%D!/'7BN>B M:5KC5+.*]>.>66;RX##@$E>#OQ^/6M2TO-->.UM(H&62/ 6 PG,) [\<8]:W M,$S3$T15&$J%7^X=PPW&>/7BE\Q!LRZ_.<)S][C/'KQ7,6UG?1V6E-)0PVG/.,D8].GI0',SHEU"S M:Y-LMU"9P<&,.-V?3%3K(C*Q5U(4D$@]".M=W?WS2-*LUCJ-@BN]P+IY'AV$%X_,!8 ]#E<]^T73,^="6)E\LJ(E MVD8.1W./E]L]JK?:UBTFVL;6UB-Y&5#VD\+$EQWR..O._IWH#F-R?4K&VQY] MY!'DD#?(!DCK^52)=VTL[01W$33*,M&K@L!]*YB1VM-021[B2S4O=#?]G,F< MRJ0.AQZUH6