UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
S
pecialized
Disclosure Report
LIGHTPATH TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-27548
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86-0708398
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
Number)
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2603
Challenger Tech Court, Suite 100
Orlando,
Florida 32826
(Address
of principal executive office, including zip code)
Dorothy
M. Cipolla
(407)
382-4003
(Name
and telephone number, including area code, of the person to contact in connection with this report)
Check
the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information
in this form applies:
☒
Rule
13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2016.
LightPath
Technologies, Inc.
Form
SD
Section
1 – Conflict Minerals Disclosure
Item
1.01 Conflict Minerals Disclosure and Report
Introduction
This
Specialized Disclosure Report on Form SD (this “Report”) of LightPath Technologies, Inc. (“LightPath,”
the “Company,” “we,” “our,” or “us”) for the calendar year ended December 31,
2016 was prepared in accordance with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (“Rule 13p-1”).
Rule 13p-1, along with Form SD (collectively, the “Conflict Rules”), require public companies to annually disclose
information about their use of specific conflict minerals originating and financing armed groups in the Democratic Republic of
the Congo (“DRC”) and adjoining countries (together with the DRC, “Covered Countries”) that are “necessary
to the functionality or production of a product” manufactured by those companies or contracted by those companies to be
manufactured. The term “conflict minerals” includes tantalum, tin, gold or tungsten.
In
accordance with the Conflict Rules, a copy of this Report is available on our website at www.lightpath.com under the “About/Quality
Assurance” tab.
Company
Overview
We
are a global, vertically integrated provider of optics, photonics and infrared solutions for the industrial, defense, telecommunications,
testing and measurement, and medical industries. We design, manufacture, and distribute proprietary optical and infrared components
including molded glass aspheric lenses and assemblies, infrared lenses and thermal imaging assemblies, fused fiber collimators,
and gradient index GRADIUM® lenses used to produce products that manipulate light. We also offer custom optical assemblies,
including full engineering design support. The Company is headquartered in Orlando, Florida, with manufacturing and sales offices
in New York, Latvia, and China.
Our
wholly-owned subsidiary, ISP Optics Corporation (“ISP”), 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.
Framework
of Conflict Minerals Program
Team.
We assembled an internal team (the “Team”) to oversee compliance with the Conflict Rules, including developing
processes and procedures, as well as monitoring developments, initiatives and “best practices.” The Team consists
of our Chief Financial Officer, Director of Quality, Manufacturing Engineering Manager, Quality Assurance Managers, Coating Managers,
and Purchasing Managers. We believe input from various departments is beneficial for the purpose of overseeing our compliance
with the Conflict Rules and implementing our processes and procedures related to the Conflict Rules.
Policy
Statement.
We adopted a policy statement concerning our principles on the use of conflict minerals from the Covered Countries
and our aim to only use suppliers that source from conflict-free smelters and refiners. This policy statement can be found on
our website at www.lightpath.com under the “About/Quality Assurance” tab.
Reasonable
Country of Origin Inquiry
To
be within the purview of the Conflict Rules, a reporting issuer must sell products that it manufactures or contracts to manufacture,
such products must contain conflict minerals, and such conflict minerals must be necessary to the functionality or production
of the products. We sell products that we manufacture or contract to manufacture, thus meeting these parts of the test. To determine
if any conflict minerals are incorporated into our products, including parts and components of such products, the Team conducted
an inventory and analysis of all components of our products, which included reviewing bills of materials, product specifications
and other relevant documentation. The Team concluded that certain of our products contain the conflict minerals gold, tantalum,
tungsten and tin. The Team also determined that the conflict mineral tungsten is used in the molds, rings and sleeves as tooling
necessary to manufacture molded lenses; however, the Conflict Rules do not require us to take any further action with respect
to the tungsten used in tooling.
Next,
the Team analyzed whether any of the conflict minerals are “necessary to the functionality of a product” or “necessary
to the production of a product.” To determine whether any of the conflict minerals are “necessary to the functionality
of a product,” the Team considered whether a conflict mineral is intentionally added to a product or a component of a product
and is not a naturally occurring by-product, whether a conflict mineral is necessary to a product’s generally expected function,
use or purpose, and, if any of the conflict minerals are incorporated for purposes of ornamentation, decoration or embellishment,
whether the primary purpose of such product is ornamentation, decoration or embellishment. To determine whether any of the conflict
minerals are “necessary to the production of a product,” the Team considered whether a conflict mineral is intentionally
included in the product’s production process (other than a conflict mineral included in a tool, machine or indirect equipment
used to produce the product), whether a conflict mineral is necessary to produce the product and whether a conflict mineral is
included as part of a component of the product originally manufactured by a third party. The Team determined the following with
respect to each of the listed conflict minerals:
Gold
.
At a customer’s request, our precision molded aspheric lenses may be mounted onto gold plated holders. One of our collimator
applications also may be gold coated; however, during calendar year 2016, no customer requested a gold coated collimator application.
The Team concluded that with respect to each of these products, gold is intentionally added and is necessary to the products’
generally expected function, use or purpose.
Tantalum
.
Tantalum oxide is an ingredient used in the anti-reflective coating that is applied to some of our lenses at the request of a
customer. The Team concluded that, when used, tantalum oxide is intentionally added and is necessary to such products’ generally
expected function, use or purpose.
Tungsten
.
Tungsten is an ingredient used in the manufacturing of the glass preform that is molded into some of our lenses. The Team concluded
that, when used, tungsten is intentionally added and is necessary to such products’ generally expected function, use or
purpose.
Tin.
At a customer’s request, one of our collimator applications may be tin coated. The Team concluded that tin, when used,
is intentionally added and is necessary to such products’ generally expected function, use or purpose. During calendar year
2016, no customer requested a tin coated collimator application, and therefore, we did not purchase tin from any suppliers. Accordingly,
with respect to tin, we did not take any further action.
After
concluding that conflict minerals are necessary to the functionality of certain of our products, the Team conducted a
reasonable country of origin inquiry based on the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from
Conflict-Affected and High-Risk Areas to determine if any of the gold, tantalum or tungsten in our products originated in the
Covered Countries. We do not purchase conflict minerals directly from mines, smelters, or refiners, and therefore, there are
many third-parties in the supply chain between us and the original sources of the conflict minerals contained in our
products. Accordingly, our reasonable country of origin inquiry focused on our first-tier suppliers, and we are relying on
these direct suppliers (and they in turn are relying upon their suppliers) for information regarding the origin of the gold,
tantalum or tungsten in our products. The Team identified our first-tier suppliers: two gold suppliers, six tantalum
suppliers and four tungsten suppliers. The Team sent inquiries to each of these suppliers regarding the source of the
conflict minerals either used in components or parts supplied to us or sold to us as raw materials, and requested each such
supplier provide a representation letter or other written response regarding the source of the conflict minerals or to
complete and return the Electronic Industry Citizenship Coalition and Global e-Sustainability (“EICC/GeSI”)
Conflict Minerals Reporting Template. The results of the Team’s inquiries with respect to each of the listed conflict
minerals are as follows:
Gold
.
The two gold suppliers completed an EICC/GeSI Conflict Minerals Reporting Template or provided a written response indicating that
its gold either comes from a recycler or scrap supplier or did not originate from the Covered Countries.
Tantalum
.
Six of our suppliers provided a written response indicating its or its suppliers’ tantalum did not originate from the Covered
Countries.
Tungsten
.
Four of our suppliers provided a written response indicating its or its suppliers’ tungsten did not originate from the Covered
Countries.
Conclusion
Based on Reasonable Country of Origin Inquiry
We
have concluded in good faith that during calendar year 2016, (i) we manufactured and contracted to manufacture products as to
which conflict minerals are necessary to the functionality or production of our products and (ii) based on our reasonable country
of origin inquiry, we have no reason to believe that any of the conflict minerals necessary to the functionality or production
of our products may have originated in the Covered Countries.
Item
1.02 Exhibit
Not
required.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed
on its behalf by the duly authorized undersigned.
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LIGHTPATH
TECHNOLOGIES, INC.
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Date: May 30, 2017
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By:
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/s/ Dorothy M. Cipolla
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Dorothy M. Cipolla, Chief Financial Officer
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