-----BEGIN PRIVACY-ENHANCED MESSAGE-----
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Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0001102624-08-000247.txt : 20080925
<SEC-HEADER>0001102624-08-000247.hdr.sgml : 20080925
<ACCEPTANCE-DATETIME>20080925172825
ACCESSION NUMBER:		0001102624-08-000247
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20080925
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20080925
DATE AS OF CHANGE:		20080925

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:		081089474

	BUSINESS ADDRESS:	
		STREET 1:		2603 CHALLENGER TECH CT
		STREET 2:		SUITE 100
		CITY:			ORLANDO
		STATE:			FL
		ZIP:			32826
		BUSINESS PHONE:		4073824003
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>lightpathtechnologies8k.htm
<DESCRIPTION>LIGHTPATH TECHNOLOGIES 8-K
<TEXT>
<table cellpadding="3" border="0" cellspacing="0" width="100%">
<tr><td>
</td></tr>
</table>
<center>
<table border=0 cellpadding=3 cellspacing=0>
<tr><td align="center"><br><br>
<B>UNITED STATES</B><br>
<B>SECURITIES AND EXCHANGE COMMISSION</B><br>
Washington, D.C. 20549<p>
<hr size=1>
<p><b>FORM 8-K<p>
CURRENT REPORT
<p>
Pursuant to Section 13 or 15(d) of the<br>Securities Exchange Act of 1934.
</td>
</tr>
</table>
<p>
<b>
<table border=0 cellpadding=0 cellspacing=0>
<tr><td colspan=5 align=center>
<b>Date of Report: September 25, 2008</b><br>
(Date of earliest event reported)<br><br>
</td></tr>
<tr><td colspan=5 align=center>
<b>LightPath Technologies Inc.</b><br>
(Exact name of registrant as specified in its charter)
</td></tr>
<tr><td colspan=5><br></td></tr>
<tr>
<td align=center colspan=2 width="40%" valign="top">
<b>FL</b><br>
(State or other jurisdiction <br>of incorporation)
</td>
<td align=center width="20%" valign="top">
<b>000-27548</b><br>
(Commission File Number)
</td>
<td align=center colspan=2 width="40%" valign="top">
<b>86-0708398</b><br>
(IRS Employer <br>Identification Number)
</td>
</tr>
<tr><td colspan=5><br></td></tr>
<tr>
<td align="center" colspan=2>
<b>2603 Challenger Tech CT #100</b><br>
(Address of principal executive offices)
</td>
<td>&nbsp;</td>
<td align="center" colspan=2>
<b>32826</b><br>
(Zip Code)
</td>
</tr>
<tr><td colspan=5 align=center><br>
<b>407-382-4003</b><br>(Registrant's telephone number, including area code)
</td></tr>
<tr><td colspan=5><br></td></tr>
<tr><td colspan=5 align=center>
<b>Not Applicable</b><br>(Former Name or Former Address, if changed since last report)<br>
</td></tr>
</table>
</center>
<br><br>
</b>
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:<br>
<dl>
 <dd><font face="wingdings">o</font> Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
 <dd><font face="wingdings">o</font> Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
 <dd><font face="wingdings">o</font> Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  <br>
 <dd><font face="wingdings">o</font> Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  <br>
</dl>
<hr size=1>
<table width=100%>
<tr><td width="100%">
<b>Item 2.02. Results of Operations and Financial Condition</b></b><br>
<br>
The Registrant issued a Press Releases on September 25, 2008 announcing the results for thefourth fiscal quarter and year ended June 30, 2008.  A copy of the Press Release is attached as Exhibit 99.1 to this Report.
<p>
<b>Item 9.01. Financial Statements and Exhibits</b></b><br>
<br><b>(a) Financial statements:</b><br>
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  None<br>
<b>(b) Pro forma financial information:</b><br>
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  None<br>
<b>(c) Shell company transactions:</b><br>
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  None<br>
<b>(d) Exhibits</b><br>
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  99.1 &nbsp; &nbsp; &nbsp; <a href="lightpathtechnologi.htm">Press Release of LightPath Technologies Inc. dated September 25, 2008</a></b>
<p>
<p>
<hr size=1>
<b><center>SIGNATURE</center></b>
<p>
&nbsp; &nbsp; &nbsp; Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
              signed on its behalf by the undersigned hereunto duly authorized.<p>
</td></tr>
</table>
<br>
<table>
<tr>
<td width="50%" valign=top>
Dated: September 25, 2008<br>
</td>
<td>
<b>LIGHTPATH TECHNOLOGIES INC.</b>
<p>
By: <u>&nbsp;/s/ Dorothy M Cipolla &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; </u> <br>
&nbsp; &nbsp; &nbsp;Dorothy M Cipolla<br>
&nbsp; &nbsp; &nbsp;<i>CFO</i><br>
</td></tr>
</table>
<hr>
<center>
<table border=0 width="100%">
<tr><td colspan=2>
<center><b>Exhibit Index</b></center>
</td>
</tr>
<tr>
<td width=50% align=center><b><u>Exhibit No.</u></b></td>
<td width=50% align=center><b><u>Description</u></b></td>
</tr>
<tr>
<td align=center>99.1</td>
<td align=center>Press Release of LightPath Technologies Inc. dated September 25, 2008</td>
</tr>
</table>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>lightpathtechnologi.htm
<DESCRIPTION>LIGHTPATH TECHNOLOGIES PRESS RELEASE
<TEXT>

<p></p>
<b>LightPath Technologies Announces Financial Results for the Quarter and Year Ended June 30, 2008</b>
<p>ORLANDO, FL -- 09/25/2008 --  LightPath Technologies, Inc. (NASDAQ: LPTH), a
manufacturer and integrator of families of precision molded aspheric
optics, GRADIUM&#174; glass products, and high-performance fiber-optic
collimators and isolators, today announced financial results for the fourth
quarter and fiscal year ended June 30, 2008.
</p>
<p>
2008 Fourth Quarter Financial Results
</p>
<p>
Total revenues for the fourth quarter ended June 30, 2008 totaled $2.38
million, an increase of 5% compared to $2.28 million for the same period
ended June 30, 2007. Gross margin for the fourth quarter of 2008 totaled
$567,000 or 24% compared to a gross margin of $51,000 or 2% for the fourth
quarter of 2007. The increase year over year in gross margin was mainly
attributable to higher expenses in the fourth quarter of 2007 as compared
to 2008 relating to glass yield issues, increased direct labor costs,
inventory adjustment associated with the China operation startup and travel
to train operators and upgrade molding equipment to accept the new RoHS
compliant glass system.
</p>
<p>
Net loss for the fourth quarter of fiscal 2008 totaled $1.1 million, or
$0.21 per share, compared to $1.3 million, or $0.29 per share, for the
fourth quarter of fiscal 2007. The decrease in net loss for the fourth
quarter of fiscal 2008 as compared to the same period in 2007 was mainly
attributable to higher gross margin as discussed above which was partially
offset by other business expenses which included higher legal fees and
stock compensation expense incurred in the fourth quarter of fiscal 2008.
</p>
<p>
Jim Gaynor, Chief Executive Officer of LightPath, commented, "On a
comparable basis we are pleased with our fourth quarter of fiscal 2008.
Our sales were up marginally, but more importantly we are starting to
realize the margin benefits of shifting our manufacturing processes to
China.  In the fourth quarter of fiscal 2007 we experienced higher expenses
mainly attributed to the ramping up of our manufacturing facility in
Shanghai. Our gross margin increased to 24% for this fourth quarter of
fiscal 2008 as compared to 2% in the fourth quarter of fiscal 2007. We are
pleased with this increase which we believe illustrates the opportunity we
have if our sales increase in fiscal 2009, as we anticipate. We opened the
facility in China to implement our business strategy of gaining exposure to
the high growth Asian markets and to position the Company to be able to
participate in lower cost, higher volume opportunities. Today our facility
in China is producing 90% of our aspheric production volume and 85% of our
total manufactured production.  We have the capacity in our China facility
to dramatically ramp production with minimal to no additional capital
expenditure costs."
</p>
<p>
Fiscal 2008 Audited Financial Results
</p>
<p>
Revenue for fiscal 2008 totaled $8.8 million, a decrease of 34% compared to
$13.4 million for fiscal 2007. This decrease was primarily attributable to
the decreases in sales of aspheric lenses, collimator and isolator product
sales. Sales from telecommunication customers also decreased $4.9 million
in fiscal 2008 compared to fiscal 2007. During fiscal year 2009, revenue
from aspheric lenses is expected to increase while collimator and isolator
sales are expected to remain the same.
</p>
<p>
Cost of sales for fiscal year 2008 totaled $7.6 million or 86% of revenues
compared to $10.3 million or 77% of revenues for fiscal 2007. The sales
backlog, defined as sales which are requested by customers for delivery
within one year, as of June 30, 2008 totaled approximately $3 million.
</p>
<p>
Selling, general, and administrative expenses increased by approximately
$925,000 to $5.4 million in fiscal 2008 compared to $4.5 million in fiscal
2007. SG&amp;A increased due to several factors including increased stock
compensation and severance. For fiscal 2009, the Company's budget projects
a decrease in SG&amp;A resulting from the actions implemented in fiscal 2008
for the leased space in Orlando and headcount reductions.
</p>
<p>
Net loss for fiscal 2008 was approximately $5.5 million compared to a net
loss of $2.6 million for fiscal 2007. The increase in net loss was
attributable to several factors including a reduction in gross margin of
$1.8 million, an increase in stock compensation expense of $153,000,
severance and search fees related to the replacement of the former CEO of
$446,000, and increased legal fees of $283,000.
</p>
<p>
On the balance sheet, total current assets and total assets at June 30,
2008 were $3.3 million and $5.5 million, respectively. Total current
liabilities and total liabilities at June 30, 2008 were $2.9 million and
$3.3 million, respectively. Total stockholders' equity as of June 30, 2008
was $2.2 million.
</p>
<p>
Mr. Gaynor stated, "During fiscal 2008 we implemented a new business
strategy which will allow us to increase sales, maintain a strong gross
margin, and earn a profit in the future. As a result of this strategy, we
have seen positive results in yield improvement, production rates and cost
reductions. During the year we were successful in shifting a higher
percentage of production of molded optics to China, reducing materials cost
by incorporating lower cost glass into our products and manufacturing lens
holders in-house at a reduced cost, all of which we anticipate will result
in continued improvements to our margins. Additionally, we have just
completed upgrading all of the existing press stations in China to new
computerized atmospheric controlled presses. This change will allow us to
fully implement the 'RoHS' (RoHS is a European Union Standard that
restricts the use of certain hazardous materials such as lead and mercury)
compliant glass systems and also allow us the flexibility to take advantage
of other lower cost glass materials to support our new strategy. These
factors have helped us gain steady traction in the market as shown in our
backlog as of June 30, 2008, of approximately $3 million."
</p>
<p>
Mr. Gaynor continued, "During fiscal 2008 we incurred more than $1.3M of
expenses related to severance and CEO search fees, legal fees, stock
compensation expenses and inventory charges for standard reevaluations
which affected our bottom line. We do not anticipate this level or type of
expenses to continue in fiscal 2009. We are now focused on growing our
revenues in new markets and with new products while continuing to
streamline our business and maintaining high quality products and excellent
service to our customers."
</p>
<p>
Investor Conference Call and Webcast Details:
</p>
<p>
LightPath will host an audio conference call and webcast on September 29,
2008 at 4:15 pm EDT to discuss the company's financial and operational
performance for the fourth quarter and full year of fiscal 2008. Dial-in
information for the session is 877-407-9210 or 201-689-8049 if dialing
internationally. It is recommended that participants dial-in approximately
5 to 10 minutes prior to the start of the 4:15 p.m. call.  The call is also
being webcast and may be accessed at LightPath's website at
www.lightpath.com. A transcript archive of the webcast will be available
for viewing or download on the company web site shortly after the call is
concluded.
</p>
<p>
About LightPath Technologies
</p>
<p>
LightPath manufactures optical products including precision molded aspheric
optics, GRADIUM&#174; glass products, proprietary collimator assemblies, laser
components utilizing proprietary automation technology, higher-level
assemblies and packing solutions. LightPath has a strong patent portfolio
that has been granted or licensed to us in these fields. LightPath common
stock trades on the NASDAQ Capital Market under the stock symbol LPTH. For
more information visit www.lightpath.com
</p>
<p>
This news release includes statements that 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. 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.
</p>
<p>
<pre>
                       LIGHTPATH TECHNOLOGIES, INC.
                        Consolidated Balance Sheets



                                                  June 30,      June 30,
Assets                                              2008          2007
                                                ------------  ------------
Current assets:
  Cash and cash equivalents                     $    358,457  $  1,291,364
  Trade accounts receivable, net of allowance
   of $44,862 and $28,968                          1,334,856     1,408,815
  Inventories, net                                 1,323,555     1,853,324
  Prepaid expenses and other assets                  277,359       220,860
                                                ------------  ------------
         Total current assets                      3,294,227     4,774,363
  Property and equipment - net                     1,937,741     1,563,250
  Intangible assets - net                            199,737       232,605
  Other assets                                        57,306        57,306
                                                ------------  ------------
             Total assets                       $  5,489,011  $  6,627,524
                                                ============  ============
     Liabilities and Stockholders&#146; Equity
Current liabilities:
  Accounts payable                              $  1,827,461  $  1,278,328
  Accrued liabilities                                196,125       326,525
  Accrued severance                                   97,401             -
  Accrued payroll and benefits                       423,222       413,576
  Secured note payable                               260,828             -
  Note payable, current portion                      166,645       166,645
  Capital lease obligation, current portion           18,603        16,285
                                                ------------  ------------
         Total current liabilities                 2,990,285     2,201,359
                                                ------------  ------------

Deferred rent                                        222,818             -
Capital lease obligation, excluding current
 portion                                               5,050        23,653
Note payable, excluding current portion              111,097       277,741
                                                ------------  ------------
         Total liabilities                         3,329,250     2,502,753
Stockholders&#146; equity:
  Preferred stock: Series D, $.01 par value,
   voting; 5,000,000 shares authorized; none
   issued and outstanding                                 --            --
  Common stock: Class A, $.01 par value,
   voting; 34,500,000 shares authorized;
   5,331,664 and 4,512,543 shares issued and
   outstanding                                        53,317        45,125
    Additional paid-in capital                   199,847,356   196,417,217
    Foreign currency translation adjustment           21,369       (43,059)
    Accumulated deficit                         (197,762,281) (192,294,512)
                                                ------------  ------------
         Total stockholders&#146; equity                2,159,761     4,124,771
                                                ------------  ------------
         Total liabilities and stockholders&#146;
          equity                                $  5,489,011  $  6,627,524
                                                ============  ============





                       LIGHTPATH TECHNOLOGIES, INC.
                  Consolidated Statements of Operations


                            Unaudited
                        Three months ended          Twelve months ended
                             June 30,                    June 30,
                        2008          2007          2008          2007
                    ------------  ------------  ------------  ------------
Product sales, net  $  2,381,956  $  2,276,811  $  8,826,471  $ 13,352,048
Cost of sales          1,814,420     2,226,089     7,595,398    10,306,046
                    ------------  ------------  ------------  ------------
    Gross margin         567,536        50,722     1,231,073     3,046,002
Operating expenses:
  Selling, general
   and
   administrative      1,377,286     1,011,383     5,440,366     4,515,579
  New product
   development           290,220       343,399     1,214,269     1,174,132
  Amortization of
   intangibles             8,217         8,217        32,868        32,868
  (Gain) Loss on
   disposal of
   assets                (10,640)            -         3,067             -
                    ------------  ------------  ------------  ------------
    Total costs and
     expenses          1,665,083     1,362,999     6,690,570     5,722,579
                    ------------  ------------  ------------  ------------
    Operating loss    (1,097,547)   (1,312,277)   (5,459,497)   (2,676,577)
Other income
 (expense)
  Interest expense       (38,516)      (24,485)      (86,801)      (58,442)
  Investment and
   other income            4,762        40,933        78,529       120,390
                    ------------  ------------  ------------  ------------
   Net loss         $ (1,131,301) $ (1,295,829) $ (5,467,769) $ (2,614,629)
                    ============  ============  ============  ============
Loss per share
 (basic and
 diluted)           $      (0.21) $      (0.29) $      (1.03) $      (0.58)
                    ============  ============  ============  ============
Number of shares
 used in per share
 calculation           5,331,664     4,506,230     5,327,419     4,500,853
                    ============  ============  ============  ============





                       LIGHTPATH TECHNOLOGIES, INC.
                  Consolidated Statements of Cash Flows


                                                        Year Ended
                                                         June 30,
                                                --------------------------
                                                    2008          2007
                                                ------------  ------------
Cash flows from operating activities
Net loss                                        $ (5,467,769) $ (2,614,629)
Adjustments to reconcile net loss to net cash
 used in operating activities:
     Depreciation and amortization                   459,351       472,222
     Foreign exchange translation adjustment          64,428       (43,059)
     Gain on sale of fixed assets                      3,067             -
     Stock based compensation                        415,238       296,749
     Provision for doubtful accounts receivable       15,894       (56,832)
Changes in operating assets and liabilities:
  Trade receivables                                   58,065       539,041
  Inventories                                        529,769        23,469
  Prepaid expenses and other assets                  (56,499)      (73,086)
  Accounts payable and accrued expenses              586,920      (401,179)
                                                ------------  ------------
        Net cash used in operating activities     (3,391,536)   (1,857,304)
                                                ------------  ------------
Cash flows from investing activities
  Purchase of property and equipment                (660,003)     (829,953)
  Proceeds from sale of equipment                     17,640             -
                                                ------------  ------------
        Net cash used in investing activities       (642,363)     (829,953)
Cash flows from financing activities
  Proceeds from exercise of stock options                  -        12,809
  Proceeds from sale of common stock, net of
   costs                                           2,978,545        43,377
  Proceeds from sale of common stock from
   employee stock purchase                            44,548             -
  Borrowings on line of credit                             -       229,224
  Borrowings on secured note payable                 260,828             -
  Payments on capital lease obligation               (16,285)      (14,254)
  Payments on note payable                          (166,644)      (55,548)
                                                ------------  ------------
Net cash provided by financing activities          3,100,992       215,608
                                                ------------  ------------

Decrease in cash and cash equivalents               (932,907)   (2,471,649)

Cash and cash equivalents, beginning of period     1,291,364     3,763,013
                                                ------------  ------------

Cash and cash equivalents, end of period        $    358,457  $  1,291,364
                                                ============  ============
Supplemental disclosure of cash flow
 information:
  Interest paid                                 $     86,801  $     21,157
Supplemental disclosure of non-cash investing
 activity:
  Landlord payments for leasehold improvements  $    161,678  $          -
</pre>

</p>
<pre>
Contacts:
LightPath Technologies, Inc.
Jim Gaynor
President &amp; CEO
or
Dorothy Cipolla
CFO
+1 (407) 382-4003
dcipolla@lightpath.com</a>

Alliance Advisors, LLC
Alan Sheinwald
President
+1 (914) 669-0222
asheinwald@allianceadvisors.net</a>


</pre>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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