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
September 21, 2017
Date of Report (Date of earliest event reported)
LIGHTPATH TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-27548 | 86-0708398 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
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)
__________________________________________________________
(Former name or former address, if changed since last report)
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).
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
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On September 21, 2017, the Board of Directors of LightPath Technologies, Inc. (the “Company”) approved and adopted a First Amendment (the “Amendment”) to the Amended and Restated Bylaws of the Company (the “Bylaws”), which Amendment was effective as of the same date. Pursuant to the Amendment, the courts in the State of Delaware are designated as the exclusive forum for all “internal corporate claims,” as set forth in Section 115 of the Delaware General Corporation Law.
The foregoing is a summary of the changes contained in the Amendment. Such summary is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 3.1 to this Form 8-K, and incorporated herein by reference.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits
See Exhibit Index.
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.
| LIGHTPATH TECHNOLOGIES, INC. | ||
| Dated: September 22, 2017 | By: | /s/ Dorothy M. Cipolla |
| Dorothy M. Cipolla, CFO | ||
Exhibit Index
| Exhibit No. | Description | |
| EX-3.1 | First Amendment to the Amended and Restated Bylaws of LightPath Technologies, Inc. | |
Exhibit 3.1
FIRST AMENDMENT TO THE AMENDED AND RESTATED BYLAWS
OF
LIGHTPATH TECHNOLOGIES, INC.
LIGHTPATH TECHNOLOGIES, INC. (the “ Corporation ”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby amends its Amended and Restated Bylaws dated January 29, 2015 (the “ Bylaws ”) as follows:
1.
Article 9 of the Bylaws is hereby amended and restated in its entirety as follows:
“ARTICLE 9 – FORUM FOR ADJUDICATION OF DISPUTES
Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, all Internal Corporate Claims shall be brought solely and exclusively in the Court of Chancery of the State of Delaware (or, if such court does not have jurisdiction, the Superior Court of the State of Delaware, or, if such other court does not have jurisdiction, the United States District Court for the District of Delaware). “Internal Corporate Claims” means claims, including claims in the right of the Corporation, brought by a stockholder (including a beneficial owner) (i) that are based upon a violation of a duty by a current or former director or officer or stockholder in such capacity, or (ii) as to which the DGCL confers jurisdiction upon the Court of Chancery of the State of Delaware.”
2.
All provisions of the Bylaws not amended hereby shall remain unchanged and in full force and effect.
3.
This amendment was duly adopted by the Corporation’s Board of Directors in accordance with the provisions of the General Corporation Law of the State of Delaware, the Bylaws, and the Corporation’s Certificate of Incorporation, as amended.
IN WITNESS WHEREOF, the undersigned, on behalf of the Corporation, has executed this First Amendment to the Amended and Restated Bylaws as of September 21, 2017.
| By: | /s/ Dorothy M. Cipolla | |
| Dorothy Cipolla, Secretary |