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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
May 31, 2018
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))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§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 provided pursuant to Section 13(a) of the Exchange Act.
[__]
LightPath
Technologies, Inc.
Form
8-K
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On May
31, 2018, LightPath Technologies, Inc. (the “Company”)
appointed Dorothy M. Cipolla as the Company’s Vice President
and Executive Director of Compliance, Treasury and Tax, a newly
created position, effective June 18, 2018. In connection with her
acceptance of this new position, Ms. Cipolla will resign as the
Company’s Chief Financial Officer, also effective June 18,
2018. Ms. Cipolla will continue to serve as the Company’s
Secretary and Treasurer. As Vice President and Executive Director
of Compliance, Treasury and Tax, Ms. Cipolla will be responsible
for developing and managing the strategies, operations, and
policies that ensure that the Company is in compliance with all
applicable rules and regulations of the Securities and Exchange
Commission and the NASDAQ Stock Market, as well as developing the
systems related to the Company’s treasury function, including
cash management, foreign exchange, borrowing, and payment
processing. Furthermore, Ms. Cipolla will be responsible for
managing banking and insurance requirements, and overseeing various
legal matters, as applicable. Ms. Cipolla will report to both the
Company’s Chief Executive Officer and the Chief Financial
Officer. Ms. Cipolla’s biographical information and business
experience is set forth in the Company’s Definitive Proxy
Statement on Schedule 14A, filed with the Securities and Exchange
Commission on September 25, 2018. There was no arrangement or
understanding between Ms. Cipolla and any other person pursuant to
which Ms. Cipolla was selected for this position, and Ms. Cipolla
is not a party to any transaction with any related person required
to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms.
Cipolla’s compensation will remain the same.
On June 5, 2018, the Company announced the appointment of Donald
Retreage, Jr. as the Company’s new Chief Financial Officer,
effective June 18, 2018. In his role as Chief Financial Officer,
Mr. Retreage will be responsible for the Company’s accounting
practices, the maintenance of its fiscal records, and the
preparation, promotion, and interpretation of financial reports for
management and external groups. Mr. Retreage will also be
responsible for internal controls, financial forecasting, financial
reporting, and budgetary controls. Mr. Retreage will report to the
Chief Executive Officer.
Mr.
Retreage, age 63, most recently served as Senior Vice President of
Houser Logistics, where he was responsible for aligning strategic
initiatives with corporate targets for customer service, revenue,
and cost control. Prior to that, during 2017, Mr. Retreage was a
Financial Specialist at Robert Half / Accountemps, and from 2016 to
2017, Mr. Retreage served as a Senior Business Consultant for
International Services Inc., during which he worked with business
owners to develop management processes, practices, and policies to
drive profitability and grow businesses. From 2008 to 2015, Mr.
Retreage served as Deputy Managing Director & Financial
Director at Seaboard Management Corporation, a division of Seaboard
Corporation. He received a Bachelor of Science in Business
Administration, Accounting and Finance from University of Louisiana
at Lafayette. Mr. Retreage is experienced in directing
international business operations and aligning strategic
initiatives with corporate targets for revenue, cost control, and
employee development and engagement.
There
is no arrangement or understanding between Mr. Retreage and any
other person pursuant to which he was selected as Chief Financial
Officer. Mr. Retreage has no family relationships with any of the
Company’s directors or executive officers, and he has no
direct or indirect material interest in any transaction required to
be disclosed pursuant to Item 404(a) of Regulation
S-K.
In
connection with Mr. Retreage’s appointment, the Company
entered into an offer letter agreement with Mr. Retreage dated
May 31, 2018 (the “Agreement”). The
Agreement does not provide for a specified term of employment and
Mr. Retreage’s employment is on an at-will basis. Mr.
Retreage will receive an initial annual base salary of $200,000 and
is eligible to participate in the Company’s incentive bonus
program, under which the Company’s executive officers are
eligible to earn a bonus consisting of cash and/or equity awards
based upon the achievement of certain individual and/or Company
performance goals set by the Compensation Committee (the
“Compensation Committee”) of the Company’s Board
of Directors. The Company’s incentive bonus program includes
different levels of bonus opportunity based on a
participant’s position with the Company. For this purpose,
Mr. Retreage will be considered a “level two”
participant. Mr. Retreage is also eligible to participate in the
Company’s employee benefit, welfare, and other plans, as may
be maintained by the Company from time to time. The Company has
agreed to provide a relocation allowance of up to $18,000 paid upon
relocation within seven (7) months of employment. Mr. Retreage is
required to reimburse the Company a prorated portion of all
expenses paid by the Company if he leaves the Company for any
reason other than death, disability, or discharge without cause
within twelve (12) months of his relocation.
Pursuant
to the Agreement, and following formal approval by the Compensation
Committee, the Company will grant Mr. Retreage an option to
purchase 10,000 shares of the Company’s Class A common stock,
$0.01 par value (the “Option Award”), having an
exercise price per share equal to the closing price of the Class A
common stock on the NASDAQ Capital Market on the grant date, or
June 18, 2018, pursuant to the Company’s Amended and Restated
Omnibus Incentive Plan. The Option Award will vest over
a four-year period, with 25% of the Option Award vesting each
year.
The
foregoing description of the Agreement is not complete and is
qualified in its entirety by reference to the full text of the
Agreement, a copy of which is filed as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated by reference
herein.
Item
7.01 Regulation FD Disclosure.
On June
5, 2018, the Company issued a press release announcing the
appointment of Ms. Cipolla as Vice President and Executive Director
of Compliance, Treasury and Tax, and her resignation as Chief
Financial Officer, as well as the appointment of Mr. Retreage as
Chief Financial Officer. 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 not
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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Offer
Letter between the Company and Donald O. Retreage, Jr., dated May
31, 2018
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Press Release dated June 5, 2018.
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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 on
its behalf by the undersigned, thereunto duly
authorized.
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LIGHTPATH
TECHNOLOGIES, INC.
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Dated: June 5,
2018
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By:
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/s/
J.
James Gaynor
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J. James Gaynor, President & CEO
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Exhibit Index
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Exhibit No.
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Description
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Offer
Letter between the Company and Donald O. Retreage, Jr., dated May
31, 2018
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Press Release dated June 5, 2018.
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