Amended Current Report Filing (8-k/a)
August 26 2019 - 3:34PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K/A
(Amendment No.
1)
CURRENT
REPORT
PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
July 12,
2019
Date of Report
(Date of earliest event reported)
LIGHTPATH
TECHNOLOGIES, INC.
(Exact name of
registrant as specified in its charter)
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)
(407)
382-4003
(Registrant’s
telephone number, including area code)
Securities registered pursuant to Section 12(b) of the
Act:
Title of each
class
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Trading
Symbol(s)
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Name of each
exchange on which registered
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Class A common stock, par value
$0.01
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LPTH
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The Nasdaq Stock Market,
LLC
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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))
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.
As previously announced, effective
July 12, 2019, Dorothy Cipolla ceased serving as (i) Vice President
and Executive Director of Compliance, Treasury and Tax, (ii)
Secretary, and (iii) Treasurer of LightPath Technologies, Inc. (the
“Company”). Effective July 12, 2019, Ms. Cipolla also
resigned as a director of each of the Company’s wholly-owned
subsidiaries. Ms. Cipolla’s departure is not due to any
disagreement with the Company.
Effective July 27, 2019, the
Company entered into a Separation Agreement with Ms. Cipolla (the
“Separation Agreement”). Pursuant to the Separation
Agreement, Ms. Cipolla will receive a severance payment in the
amount of One Hundred Thousand and 03/100 Dollars ($100,000.03),
payable in thirteen (13) bi-weekly installments of Seven Thousand
Six Hundred Ninety-Two and 31/100 Dollars ($7,692.31). The
bi-weekly installments will be in accordance with the
Company’s customary payroll cycle. The Company also agreed to
reimburse Ms. Cipolla for COBRA premiums for up to three (3)
months, in an amount not to exceed $1,802.40. Finally, the Company
agreed to accelerate vesting of 5,735 restricted stock units,
resulting in the issuance of 5,735 shares of the Company’s
common stock to Ms. Cipolla.
The Separation Agreement also
provides for Ms. Cipolla’s full release of all claims she may
have against the Company and its related parties, as well as
covenants related to Ms. Cipolla’s continued protection of
the Company’s confidential information, non-disparagement of
the Company and its related parties, and
non-solicitation.
The foregoing summary of the
Separation Agreement is qualified in its entirety by reference to
the full text of the Separation Agreement, which is filed hereto as
Exhibit 10.1 and is incorporated herein by
reference.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
Exhibit
No.
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Description
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Separation Agreement between the
Company and Dorothy M. Cipolla, effective as of July 27,
2019.
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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.
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LIGHTPATH TECHNOLOGIES,
INC.
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Dated: August 26,
2019
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By:
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/s/ Donald O. Retreage,
Jr.
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Donald O.
Retreage, Jr., Chief Financial Officer
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