Attached files
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| EX-99.1 - PRESS RELEASE - LIGHTPATH TECHNOLOGIES INC | lpth_ex991.htm |
| EX-10.1 - EMPLOYMENT AGREEMENT BETWEEN THE COMPANY AND MR. SAM RUBIN - LIGHTPATH TECHNOLOGIES INC | lpth_ex101.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
February 24, 2020
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))
Securities registered pursuant to Section 12(b) of the
Act:
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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 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
LightPath Technologies, Inc. (the “Company”) previously
announced on June 3, 2019, that J. James Gaynor, the
Company’s current President and Chief Executive Officer (the
“CEO”) intends to retire on June 30, 2020. Following
such announcement, the Company’s Board of Directors (the
“Board”) formed an ad hoc CEO Search Committee (the
“Committee”) comprised of independent directors. The
Committee engaged a third-party search firm to assist in
identifying and evaluating candidates to succeed Mr. Gaynor.
Following such evaluation, on February 24, 2020 the Committee
recommended, and the Board approved, the appointment of Sam Rubin
as the Company’s new President and CEO. Mr. Rubin became an
employee on the same date and will become President and CEO
effective March 9, 2020. On the same date, the Board increased the
size of the Board from eight to nine members and appointed Mr.
Rubin to fill the resulting vacancy, effective March 9, 2020. Mr.
Rubin will serve as a Class III director until the Company’s
next annual stockholders meeting expected to be held in November
2020. As an executive officer of the Company, Mr. Rubin will
receive no additional compensation for his service as a director.
In his role as President and CEO, Mr. Rubin will report to the
Board. In connection with Mr.
Rubin’s appointment, J. James Gaynor, the Company’s
current President and CEO, will transition into the role of a
consultant to the Board of Directors (the “Board”),
effective March 9, 2020, until his retirement on June 30, 2020. The
terms and conditions of Mr. Gaynor’s letter employment
agreement, including his salary and other benefits as previously
determined by the Compensation Committee (the “Compensation
Committee”), will remain unchanged.
Mr.
Rubin, age 46, most recently served as the General Manager for the
Imaging Systems Division of Thorlabs, Inc.
(“Thorlabs”), beginning in 2015. In this role, Mr.
Rubin was responsibility for all Life Science activities and
supervised Thorlabs’ operations in China. From 2009 to 2015,
Mr. Rubin served as the General Manager of Thorlabs’ Chinese
operations, from 2007 to 2009, he was the Director of Operations at
Thorlabs, and from 2005 to 2007, served as the Director of
Marketing at Thorlabs. Mr. Rubin holds a Bachelor of Science degree
in Electronic Engineering from Ben Gurion University, a Master of
Business Administration degree from New York University, Stern
School of Business, and is a graduate of the Executive Education,
Program for Leadership Development at Harvard Business
School.
There
is no arrangement or understanding between Mr. Rubin and any other
person pursuant to which he was selected as CEO. Mr. Rubin 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. Rubin’s appointment, the Company entered
into an employment agreement with Mr. Rubin on February 24, 2020
(the “Agreement”). The Company and Mr. Rubin orally
agreed that Mr. Rubin’s appointment as the President and CEO
of the Company would be effective on March 9, 2020. The
Agreement does not provide for a specified term of employment and
Mr. Rubin’s employment is on an at-will basis. Mr. Rubin will
receive an initial annual base salary of $350,000, payable in equal
bi-weekly installments, and will be eligible to participate in all
of the Company’s bonus, incentive compensation, and
performance based compensation plans, including, but not limited to
the LightPath Technologies, Inc. 2018 Stock and Incentive
Compensation Plan (the “Plan”), under which the
Company’s executive officers are eligible to earn incentive
compensation 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 Company’s incentive
bonus program includes different levels of bonus opportunity based
on a participant’s position with the Company. For this
purpose, Mr. Rubin will be considered a “level one”
participant. Mr. Rubin will be eligible to earn a one-time bonus of
up to $100,000 based on qualitative factors that will be determined
by the Compensation Committee (the “Special 2020
Bonus”). The Special 2020 Bonus will be the only incentive
compensation Mr. Rubin will be eligible to earn for the
Company’s 2020 fiscal year. Any earned Special 2020 Bonus
will be paid in October 2020.
Mr.
Rubin will be 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 $50,000 payable by the Company on
receipt of relocation expense receipts. The total period for
relocation reimbursement concludes on August 1, 2020, however
exceptions may be granted by the Compensation Committee. The
Company will provide up to $15,000 in addition to the reimbursed
relocation expenses to account for federal income taxes incurred by
Mr. Rubin as a result of the relocation reimbursement. Mr. Rubin
will be 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, the Compensation Committee will cause the Company
to grant Mr. Rubin, on a one-time basis, a restricted stock award
(the “Restricted Stock Award”) consisting of 100,000
shares of the Company’s Class A common Stock, par value $0.01
per share (the “Common Stock”), with 50% of the shares
of the Common Stock vesting on the third anniversary of the grant
date, and the remaining 50% of the shares of the Common Stock
vesting on the fourth anniversary of the grant date. The Restricted
Stock Award will be in all respects subject to the Plan and any
amendments thereto, and conditioned upon Mr. Rubin’s
execution of a restricted stock award agreement evidencing the
grant of the Restricted Stock Award (the “Restricted Stock
Agreement”). The terms and conditions of the vesting of the
Restricted Stock Award, including, if at all, after termination of
Employee’s employment or services, are governed by the Plan
and the Restricted Stock Agreement.
2
In
addition, the Compensation Committee will cause the Company to
grant Mr. Rubin an option to purchase 225,000 shares of the Common
Stock (the “Option Award”), having an exercise price
per share equal to the greater of (i) $1.37 per share or (ii) 115%
of the closing bid price of the Common Stock as reported on The
Nasdaq Capital Market on the grant date, or February 24, 2020.
Fifty-thousand
shares of the Common Stock underlying the stock option will vest on
each of the first, second, and third, anniversaries of the grant
date, with the remaining seventy-five thousand shares of the Common
Stock vesting on the fourth anniversary of the grant date. The
Option Award will have a ten-year term, subject to earlier
expiration as provided in the Plan or the Option Agreement, as
defined below. The Option Award will be in all respects subject to
the Plan and any amendments thereto, and conditioned upon Mr.
Rubin’s execution of a stock option agreement evidencing the
grant of the Option Award (the “Option Agreement”). The
terms and conditions upon which the Option Award may be exercised,
including, if at all, after termination of Mr. Rubin’s
employment or services, are governed by the Plan and the Option
Agreement.
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
February 26, 2020, the Company issued a press release announcing
the appointment of Mr. Rubin as CEO. 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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Employment
Agreement between the Company and Mr. Sam Rubin
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Press
Release dated February 26, 2020
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3
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 27, 2020
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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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