<SEC-DOCUMENT>0001102624-15-000151.txt : 20150204
<SEC-HEADER>0001102624-15-000151.hdr.sgml : 20150204
<ACCEPTANCE-DATETIME>20150204170752
ACCESSION NUMBER:		0001102624-15-000151
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20150204
ITEM INFORMATION:		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20150204
DATE AS OF CHANGE:		20150204

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:		15576354

	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>lightpath8k.htm
<DESCRIPTION>LIGHTPATH TECHNOLOGIES, INC. 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: February  04, 2015</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, Suite 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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers</b></b><br>
<br>
On January 29, 2015, the Board of Directors of LightPath Technologies, Inc. (the "Company") appointed Dr. Xudong Zhu to serve on the Board of Directors, effective April 28, 2015.  Dr. Zhu will fill the Class III vacancy created by the death of former director, Mr. Gary Silverman, on November 1, 2013.  The Class III term expires on the date of the Company's 2018 Annual Meeting of Stockholders.
<br>
<br>The Board of Directors affirmatively determined that Dr. Zhu qualifies as an independent director.  Dr. Zhu has also been appointed to serve on the Finance Committee.
<br>
<br>Dr. Zhu is the President of Pudong Science &amp; Technology Investment (Cayman) Co., Ltd. ("Pudong Investment").  Pudong Investment currently holds 14.9% of our outstanding common stock, including 930,790 that the Company issued to it on January 20, 2015 in a private placement.  Such shares were issued at a price of $1.40 per share and the placement generated $1,303,106 in gross proceeds to the Company.
<br>
<br>Dr. Zhu is also the President of Shanghai Pudong Science and Technology Investment Co., Ltd. ("Pudong"), the parent of Pudong Investment.  Pudong is a Shanghai-based investment management company with a leading professional management team, diversified business lines, strong financial position and rich strategic recourses.  Dr. Zhu also serves as the Vice Chairman of Shanghai Association for Science and Technology in which role he oversees its Productivity Promotion Centers, Science Information Center and Science &amp; Technology Investment Corporation.
<br>
<br>Dr. Zhu will be compensated for his service on the Board of Directors as generally described for all directors in the Company's Proxy Statement for its 2015 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on December 19, 2014.
<br>
<br>A press release announcing the appointment is attached hereto as Exhibit 99.1.
<br>
<p>
<b>Item 9.01. Financial Statements and Exhibits</b></b><br />
<br>
See exhibit index.
<p>
<b>(d) Exhibits</b><br>
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  99.1 &nbsp; &nbsp; &nbsp; <a href="lightpathtechnologiesinc.htm">Press Release of LightPath Technologies Inc. dated February  04, 2015</a></b>
<br>
<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 border="0" width="100%">
<tr>
<td width="50%" valign=top>
Dated: February  04, 2015<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 February  04, 2015</td>
</tr>
</table>
</center>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>lightpathtechnologiesinc.htm
<DESCRIPTION>PRESS RELEASE
<TEXT>

<p></p>
<b>LightPath Technologies Announces Board Changes </b>
<p>Veteran Technology Investor Dr. Xudong Zhu Joins Board of Directors; Craig Dunham, Experienced Photonics Executive, Consults With Board</p>
<p>ORLANDO, FL -- (Marketwired - February  04, 2015) -  LightPath Technologies, Inc. (NASDAQ: LPTH) ("LightPath," the "Company" or "we"), a leading vertically integrated global manufacturer, distributor and integrator of proprietary optical components and high-level assemblies, today announced it has appointed Dr. Xudong Zhu to its Board of Directors, effective April 28, 2015. A veteran technology investor, Dr. Zhu will also serve on LightPath's finance committee. Dr. Zhu will fill the board seat vacated by Mr. Gary Silverman, who passed away in November 2013. With the addition of Dr. Zhu, the Company's Board will have seven directors, six of whom are independent as defined by the NASDAQ Listing Rules.
</p>
<p>
Dr. Xudong Zhu is President of Shanghai Pudong Science and Technology Investment Co., Ltd. ("Pudong"), which is a Shanghai-based investment management company with a leading professional management team, diversified business lines, strong financial position and rich strategic resources. Pudong beneficially owns 14.9% of the Company's outstanding shares of common stock, which includes 930,790 shares we issued in a private placement on January 20, 2015 to its subsidiary, Pudong Science &amp; Technology Investment (Cayman) Co., Ltd. The balance was acquired through open market purchases as originally disclosed in a Schedule 13G filed with the Securities and Exchange Commission on August 15, 2013, and amended on February 14, 2014 and January 27, 2015.
</p>
<p>
Bob Ripp, Chairman of LightPath's Board of Directors, stated; "I am pleased that Dr. Zhu will join our Board. LightPath is strategically positioned to accelerate sales growth and improve financial returns and cash flow generation. I am impressed with Dr. Zhu's experience and knowledge of market opportunities, and believe he will be very beneficial in discussions to implement actions to achieve enhanced results, especially given that we believe our largest growth opportunities are in China."
</p>
<p>
Jim Gaynor, President and Chief Executive Officer of LightPath, commented, "We are delighted to welcome Dr. Zhu to our Board of Directors. His appointment underscores his commitment to the Company after leading Pudong to successive investments to accumulate almost 15% of our stock. Dr. Zhu is a respected business leader in China with significant experience as a technology investor. With LightPath's significant manufacturing and marketing operations in China, Dr. Zhu's knowledge and expertise will be invaluable to LightPath as it pursues its growth and strategic plans."
</p>
<p>
The appointment of Dr. Zhu to the Board follows other actions by LightPath to bring additional expertise and experience to the Board in the areas of acquisitions and other strategic growth initiatives. LightPath has previously engaged Mr. Craig Dunham as a consultant to the Board. In his role as the former CEO of Dynasil Corporation, Mr. Dunham led the company in growing its revenue from $2 million to $43 million over a 6-year period. Mr. Dunham also has significant optical business experience. While at Dynasil Corporation and Corning Incorporated, Mr. Dunham led or was a key member of the teams that completed eight successful photonics acquisitions, demonstrating his successful track record in executing and integrating acquisitions."
</p>
<p>
Mr. Gaynor stated, "We are pleased to have Craig Dunham continue to serve as a consultant to our Board so we can continue to benefit from his experience in optics and M&amp;A transactions. As LightPath's CEO, I am fortunate to have direct access to people of this caliber and believe they strengthen an already strong Board."
</p>
<p>
<b>About LightPath Technologies:<br>
</b>LightPath Technologies, Inc. (NASDAQ: LPTH) provides optics and photonics solutions for the industrial, defense, telecommunications, testing and measurement, and medical industries. LightPath designs, manufactures, and distributes optical and infrared components including molded glass aspheric lenses and assemblies, infrared lenses and thermal imaging assemblies, fused fiber collimators, and gradient index GRADIUM&#174; lenses. LightPath also offers custom optical assemblies, including full engineering design support. 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, including statements regarding our ability to expand our presence in certain markets, future sales growth, continuing reductions in cash usage and implementation of new distribution channels. 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>
<pre>
<b>Company Contact:
</b>Jim Gaynor
President &amp; CEO
jgaynor@lightpath.com</a>
407-382-4003 x377

<b>Investor Contact:
</b>Jordan Darrow
Darrow Associates, Inc.
jdarrow@darrowir.com</a>
631-367-1866


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