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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Exhibit 10.1
2603 Challenger Tech Ct., Suite 100, Orlando, FL 32826
407-382-4003
FAX 407-382-4007
May 31,
2018
Mr.
Donald O. Retreage, Jr.
1555
Brookstone Drive
Hickory,
North Carolina 28602
Dear
Donald,
I am
pleased to offer you the position of Chief Financial Officer for
LightPath Technologies, Inc, reporting directly to Jim Gaynor,
Chief Executive Officer.
Your
base annual compensation will be $200,000.00 paid at a bi-weekly
rate of $7692.31. Your salary and responsibilities will be reviewed
and adjusted periodically depending on your performance with the
company.
You are
also eligible for supplemental variable compensation as part of
LightPath’s Executive Bonus Plan. You would be placed in
level two of the Executive Bonus Plan for FY 2019. In addition, you
will receive 10,000 stock options with four year vesting at 25% per
year. The strike price will be set based on the market price as of
your start date.
As it
is an essential requirement of this position to be based in
Orlando, it is required that you personally relocate to Florida by
June 18, 2018. You will further be required to move your family,
household and other belongings within six (6) months of your start
date. As part of this requirement we will provide a relocation
allowance up to $18,000 paid upon relocation within seven (7)
months of employment. If you leave LightPath Technologies, Inc. for
any reason other than death, disability or discharge without cause
within twelve (12) months of the move, you are responsible to
reimburse the company a prorated portion of all expenses the
company paid—to you or on your behalf. Repayment can be made
in installments. All receipts must accompany any expense request in
order to authorize reimbursement.
Based
on your years of experience, you will accrue 3 weeks, 120 hours
vacation plus 40 hours sick/personal hours annually.
LightPath
Technologies, Inc. joined Insperity, an employee leasing company.
Due to this relationship, we are able to provide top of the line
benefits that include; health, dental, vision, life, and long-term
disability insurances, FSA (flexible spending account), HSA (health
spending account), and a 401K plan. These benefits are available to
you on your first day of employment with the company. Our Director
of Corporate Human Resources, Laura Alphonso, will be able to
assist you with any questions about our benefit offerings and
enrollment. Should you have questions before your start date, feel
free to contact her at 407-382-4003, Ext. 314.
Insperity/LightPath
Technology is an “at will” employer which means that
employment is for no definite duration and that employment and
compensation may be terminated, with or without cause, and with or
without notice, at any time and at the option of either LightPath
or yourself.
Your anticipated start date will be Monday, June 18, 2018.
If this is not agreeable or if you have questions before your start
date, feel free to contact me or Laura Alphonso.
Terms
of this offer are confidential and I trust that you will treat it
as proprietary information between you and the
Company.
This
offer letter confirms your representation to us that (1) you are
not party to any employment agreement or other contract or
arrangement which prohibits your full-time employment with the
Company, (2) you will not disclose (nor have we solicited) any
trade secret or confidential information of any person, including
prior
employees,
to the Company and (3) you do not know of any conflict, which would
restrict your employment with the Company.
The
Immigration Reform and Control Act of 1986, as amended in 1990,
requires all employers to verify an employee’s identity and
right to work in the United States. You will be expected to produce
documentation (as acceptable by the Act) within three days of your
employment with LightPath.
The
offer described above is contingent upon the results of your
reference/background check and the signing of a confidentiality and
proprietary rights /non-compete agreement. In addition, you will be
required to complete a successful drug screening prior to your
first day of employment.
I
believe that you will find the opportunity both challenging and
rewarding at the same time. As a key member of our growing team,
you will see the direct results of your efforts on the bottom line
of the Company.
We look
forward to hearing from you about this offer.
Please indicate your acceptance of our
offer by signing below and returning one copy of the letter, with
your original signature, to Laura Alphonso no later than Monday,
June 4, 2018
. This signed agreement can be scanned as a PDF
and emailed to lalphonso@lightpath.com.
If you
have any questions concerning this offer, please do not hesitate to
contact me. We are excited to have you join LightPath and I look
forward to growing our company together.
Sincerely,
/s/ Jim
Gaynor
Jim
Gaynor
Chief
Executive Officer
LightPath
Technologies
TM
ACCEPTED
AND AGREED:
By:
/s/ Donald O. Retreage,
Jr.
Date:
05/31/2018
Exhibit 99.1
For Immediate Release
LightPath Technologies Strengthens Management Team
Donald O. Retreage, Jr. Appointed Chief Financial Officer; New
Senior
Finance/Administration Position Created to Accommodate Continued
Growth
ORLANDO,
FL – June 5, 2018 –
LightPath
Technologies, Inc.
(NASDAQ: LPTH) (“LightPath,”
the “Company,” or “we”), a leading
vertically integrated
global
manufacturer
,
distributor
and
integrator
of
proprietary optical
and infrared components
and
high-level
assemblies
, today announced that it is strengthening its
senior leadership team to support its ongoing growth strategy.
Dorothy M. Cipolla, the Company’s current Chief Financial
Officer, has been named Vice President and Executive Director of
Compliance, Treasury and Tax, a newly created position, effective
June 18, 2018. In connection with this new position, Ms. Cipolla
will resign as Chief Financial Officer effective as of the same
date. Donald O. Retreage, Jr. has been named as the Company’s
new Chief Financial Officer, effective June 18, 2018.
“LightPath
has gone through a significant transformation over the past few
years. Our business has diversified internationally as we have
become a global leader of infrared and visible optical technologies
with revenues exceeding $28 million in fiscal 2017, representing a
200% increase in revenues as compared to $14 million in fiscal
2015. As we continue to implement our strategic growth plan, we are
mindful of the planning needed to optimize all facets of the
organization, including facilities management, technical
capabilities, product roadmap, capitalization and capital
investments, balance sheet strength, and financial controls.
Effective implementation and management of these areas required the
expansion of our senior leadership team,” said Jim Gaynor,
President and Chief Executive Officer of LightPath.
“We
determined the need to create a new role, which we believe is
critical to our overall financial strategy due to the increased
complexity of our domestic and international operations along with
our anticipated continued growth. Cash management, tax issues,
foreign currency exchange, and public company reporting
requirements continue to increase in complexity and scope requiring
full time attention. Reflecting our preference to promote from
within, and after conducting a comprehensive search, we concluded
that the best candidate to fill the newly created finance and
administrative role is our current Chief Financial Officer, Dorothy
Cipolla. Dorothy has made significant contributions to the success
of LightPath during the past 12 years and we are gratified by her
continued commitment to the Company as we embark on our next phase
of growth. We are equally excited to welcome Donald Retreage, Jr.
to our expanding team as our new Chief Financial Officer. With the
strengthening of our senior leadership team, particularly in the
areas of finance and strategy, we are far better positioned to
capitalize on the opportunities ahead.”
Donald
Retreage, Jr. is a corporate leader with vast experience of nearly
25 years in international finance and accounting, a financial
management expert with a proven track record of accelerating
revenue growth, and adept at strategic decision-making resulting
directly in maximized workforce productivity and business
profitability. He brings to LightPath a multi-faceted skillset that
effectively aligns strategic initiatives with corporate targets
across revenue generation, cost controls, financial reporting,
staff development, employee engagement, and public company
valuation metrics. Mr. Retreage comes to LightPath from Houser
Logistics, Inc., where he served as Senior Vice President. After
graduating from the University of Louisiana of Lafayette with a
Bachelor of Science in Business Administration, Accounting &
Finance, he spent the majority of his career in increasingly
progressive financial and operational roles for multinational
corporations, including Seaboard Corporation and Sodexho/Universal
Ogden Services.
About LightPath Technologies
LightPath
Technologies, Inc. (NASDAQ: LPTH) is a leading global, vertically
integrated provider of optics, photonics and infrared solutions for
the industrial, defense, telecommunications, testing and
measurement, and medical industries. LightPath designs,
manufactures, and distributes proprietary optical and infrared
components including molded glass aspheric lenses and assemblies,
infrared lenses and thermal imaging assemblies, fused fiber
collimators, and gradient index GRADIUM® 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 New York, Latvia and
China.
LightPath’s
wholly-owned subsidiary,
ISP Optics
Corporation
(“ISP”),
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
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Forward-Looking Statements
This news release includes statements that constitute
forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995,
including statements regarding our future sales growth. This
information may involve risks and uncertainties that could cause
actual results to differ materially from such forward-looking
statements. Factors that could cause or contribute to such
differences include, but are not limited to, factors detailed by
LightPath Technologies, Inc. in its public filings with the
Securities and Exchange Commission, including its most recent
Annual Report on Form 10-K. 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.
Contacts:
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Jim Gaynor, President & CEO
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Jordan Darrow
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LightPath Technologies, Inc.
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Darrow Associates, Inc.
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Tel: 407-382-4003
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Tel:
512-551-9296
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jgaynor@lightpath.com
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jdarrow@darrowir.com
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Web:
www.lightpath.com
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Web:www.darrowir.com
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