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EX-3.1 - ARTICLES OF INCORPORATION / BYLAWS - LIGHTPATH TECHNOLOGIES INC | lpth_ex31.htm |
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
January 28, 2021
Date of Report (Date of earliest event reported)
LIGHTPATH TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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:
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 5.03. Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year
On January 28, 2021, the Board of Directors (the
“Board”) of LightPath Technologies, Inc. (the
“Company”) approved and adopted an amendment and
restatement of the Company’s Bylaws (the
“Bylaws”), effective as of the same date. Among other
matters, the Bylaws have been amended and restated to reflect the
following:
(a)
Mandatory Retirement Age Policy for Directors
(Section 3.1) – No individual can stand for election
or re-election, or be nominated to stand for election or
re-election, to the Board if such person has attained or will
attain seventy years of age prior to the date of election or
re-election. The Board has the discretion to waive this provision
if it deems to be in the best interests of the Company and its
stockholders.
(b)
Director Overboarding (Section 3.1)
– Directors cannot serve on more than two other
company boards of directors, including boards of directors of
public and private companies, in addition to the Company’s
Board. This provision is not intended to limit service on boards of
directors for any non-profit, not-for-profit, and other religious,
charitable and philanthropic organizations.
(c)
Officer Overboarding (Section 5.1)
– The Company’s Chief Executive Officer cannot
serve on more than one other public company board of directors in
addition to the Company’s Board. All other officers are
prohibited from serving on private or public company board of
directors during the respective term of service as an officer of
the Company. The Board has the discretion to waive this provision
if it deems to be in the best interests of the Company and its
stockholders.
(d)
Minute-taking (Section 5.8(a)) –
The Chairman of the Board may designate a person other than the
Secretary to attend meetings of the Board and the stockholders and
to take the minutes of such proceedings.
The
foregoing is a summary of only certain of the changes contained in
the Bylaws. Such summary is qualified in its entirety by reference
to the Bylaws, a copy of which is filed as Exhibit 3.1 to this
Current Report on Form 8-K, and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibit No.
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Description
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Second Amended and Restated Bylaws of LightPath Technologies,
Inc.
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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:
February 2, 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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