LIGHTPATH TECHNOLOGIES, INC. (NASDAQ:LPTH) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On January 30, 2018, LightPath Technologies, Inc. (the “Company”) entered into the Second Amendment to Rights Agreement (the “Second Amendment”) with Continental Stock Transfer & Trust Company (the “Rights Agent”). The Rights Agreement dated May 1, 1998, between the Company and the Rights Agent (as amended, the “Rights Agreement”), sets forth the terms and conditions of the rights (collectively, the “Rights”) to purchase one one-hundredth of a share of the Company’s Series D Participating Preferred Stock (the “Series D Preferred Stock”). The Second Amendment extends the final expiration date of the Rights from February 25, 2018 to February 28, 2021 (the “Final Expiration Date”). Following the Second Amendment, the Rights will continue in effect until February 28, 2021, unless the Rights are earlier redeemed or amended by the Company. If, prior to the Final Expiration Date, the Company’s Board of Directors desires to amend the Rights Agreement to extend further the Final Expiration Date, the Company intends to seek stockholder approval of such further amendment at that time.
The Second Amendment also corrected a scrivener’s error with respect to the definition of “Distribution Date” in the Rights Agreement to allow a majority of continuing directors to extend the Distribution Date beyond the 10-business day period after certain tender or exchange offers are announced.
A copy of the Second Amendment is attached to this Current Report on Form 8-K as Exhibit 4.1 and is incorporated by reference herein. The foregoing description of the Second Amendment is qualified in its entirety by reference to Exhibit 4.1.
| Item 3.03. | Material Modification to Rights of Security Holders |
The disclosure set forth under Item 1.01 of this Current Report on Form 8-K regarding the Second Amendment and the Rights Agreement is incorporated in its entirety by reference herein.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws |
On January 30, 2018, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment of Certificate of Designation, Preferences and Rights of Series D Participating Preferred Stock (the “Series D Certificate of Amendment”), increasing the number of shares designated as Series D Preferred Stock from 100,000 shares to 500,000 shares. A copy of the Series D Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.
The foregoing description of the Series D Certificate of Amendment is a summary only and is qualified in its entirety by reference to the provisions of the Series D Certificate of Amendment filed as Exhibit 3.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description of Document |
| 3.1 | Certificate of Amendment of Certificate of Designation, Preferences and Rights of Series D Participating Preferred Stock |
| 4.1 | Second Amendment to Rights Agreement dated January 30, 2018 between LightPath Technologies, Inc. and Continental Stock Transfer & Trust Company, as Rights Agent |
LIGHTPATH TECHNOLOGIES INC ExhibitEX-3.1 2 ex3-1.htm CERTIFICATE OF AMENDMENT OF CERTIFICATE OF DESIGNATION LightPath Technologies,…To view the full exhibit click here
About LIGHTPATH TECHNOLOGIES, INC. (NASDAQ:LPTH)
LightPath Technologies, Inc. is a manufacturer and integrator of families of precision molded aspheric optics, fiber-optic collimator, GRADIUM glass lenses and other optical materials used to produce products that manipulate light. The Company designs, develops, manufactures and distributes optical components and assemblies utilizing the optical processes and manufacturing technologies. The Company also performs research and development for optical solutions for the traditional optics markets and communications markets. The Company’s products are incorporated into a range of applications by its customers in various industries, including defense products, medical devices, laser aided industrial tools, automotive safety applications, barcode scanners, optical data storage, hybrid fiber coax datacom, telecommunications, machine vision and sensors.
