Lightpath Technologies Inc 8-K, filed May 4, 2021
Lightpath Technologies Inc (LPTH)
8-K
2021-05-04
For: 2021-04-28
View Original
Added on
April 10, 2026
About this 8-K
Lightpath Technologies Inc filed this 8-K on May 4, 2021, reporting on events of April 28, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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)
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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)
(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:
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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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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
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Exhibit No.
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Description
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Press Release dated May 4, 2021
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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: May 4, 2021
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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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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