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Lightpath Technologies Inc – ‘424B2’ on 12/19/00

On: Tuesday, 12/19/00, at 11:32am ET · Accession #: 950147-0-500274 · File #: 333-51474

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/19/00  Lightpath Technologies Inc        424B2                  1:66K                                    Imperial Fin’l … Corp/FA

Prospectus — Rule 424(b)(2)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B2       Final Prospectus of Lightpath Technologies            25     93K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Offering, The Risk Factors Table of Contents The Offering Use of Proceeds
1	1st Page - Filing Submission
2	Table of Contents
9	The Offering
11	Risk Factors
21	Use of Proceeds

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                                                Filed Pursuant to Rule 424(b)(2)
                                                              File No. 333-51474

PROSPECTUS                                                                      

1,672,000 SHARES
 OF CLASS A COMMON STOCK

LIGHTPATH TECHNOLOGIES, INC.
6820 Academy Parkway, N.E.
 Albuquerque, New Mexico 87109
 Telephone: (505) 342-1100

All of the shares of Class A Common Stock being sold are being  offered and sold
by certain of our shareholders on a delayed or continuous basis, pursuant to the
exercise of  registration  rights.  We have  agreed to bear all the  expenses of
registration of the shares in this Prospectus.                                  

Our Class A Common Stock is traded in the  over-the-counter  market  through the
Nasdaq  National  Market system under the symbol LPTH. On December 4, 2000,  the
closing price of the Class A Common Stock on the Nasdaq  National  Market system
was $15.50 per share.                                                           

This investment  involves a high degree of risk. You should purchase shares only
if you can afford a complete loss. See "RISK FACTORS" beginning at page 8.      

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission has approved or  disapproved  of these  securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.                                                               

 The date of this prospectus is December 18, 2000.

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 TABLE OF CONTENTS
                                                                            Page
                                                                            ----
Where You Can Find More Information                                         (ii)
Prospectus Summary                                                            1 
The Offering                                                                  6 
Risk Factors                                                                  8 
Selling Shareholders                                                         17 
Use of Proceeds                                                              18 
Determination of Offering Price                                              18 
Plan of Distribution                                                         19 
Description of Securities                                                    20 
Legal Matters                                                                20 
Experts                                                                      20 
Interest of Named Experts and Counsel                                        20 
Indemnification                                                              21 

 WHERE YOU CAN FIND MORE INFORMATION

     We file annual,  quarterly and current reports and other  information  with
the U.S. Securities and Exchange Commission.  You may read and copy any document
that we have filed at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington,  DC,  20549.  Please  call  the SEC at  1-800-SEC-0330  for  further
information  about the  operation of its public  reference  facilities.  Our SEC
filings  are also  available  to you free of  charge  at the  SEC's  web site at
http://www.sec.gov.                                                             

     Copies of publicly available  documents that we have filed with the SEC can
also be  inspected  and copied at the  offices of the  National  Association  of
Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.          

     We have filed a registration statement on Form S-3 with the SEC that covers
the resale of the common stock offered by this prospectus.  This prospectus is a
part of that registration statement,  but the prospectus does not include all of
the information included in the registration statement.  You should refer to the
registration  statement for additional information about us and the common stock
being offered in this  prospectus.  Statements  that we make in this  prospectus
relating to any documents filed as an exhibit to the  registration  statement or
any document  incorporated by reference into the registration  statement may not
be complete and you should review the referenced  document itself for a complete
understanding of its terms.                                                     

The SEC allows us to  "incorporate by reference" to the information we file with
them,  which means that we can  disclose  important  information  to you in this
prospectus by referring  you to those  documents.  The documents  that have been
incorporated  by reference  are an  important  part of the  prospectus,  and you
should be sure to review that  information  in order to understand the nature of
any  investment  by you in the common  stock.  In addition to  previously  filed
documents that are  incorporated  by reference,  documents that we file with the

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SEC  after  the  date  of  this   prospectus  will  update  and  supersede  this
information.  We  incorporate  by reference the  documents  listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, until the offering is complete:    

+    our annual report on Form 10-KSB for the fiscal year ended June 30, 2000;  
+    our proxy statement relating to the 2000 Annual Meeting;                   
+    our quarterly  report on Form 10-QSB for the fiscal quarter ended September
30, 2000; and                                                         
+    the  description of our Class A Common Stock  included in our  registration
statement on Form 8-A filed on January 13, 1996.                      

     We will  provide you with copies of any of the  documents  incorporated  by
reference,  at no  charge to you,  however,  we will not  deliver  copies of any
exhibits  to  those   documents   unless  the  exhibit  itself  is  specifically
incorporated  by  reference.  If you would like a copy of any  document,  please
write or call us at:                                                            

LightPath Technologies, Inc.
6820 Academy Parkway, N.E.
 Albuquerque, New Mexico 87109
Attn: Investor Relations
 Telephone: (505) 342-1100

     You should only rely upon the  information  included in or  incorporated by
reference into this prospectus or in any prospectus supplement that is delivered
to you.  We have  not  authorized  anyone  to  provide  you with  additional  or
different information. You should not assume that the information included in or
incorporated by reference into this  prospectus or any prospectus  supplement is
accurate  as of any date later than the date on the front of the  prospectus  or
prospectus supplement.                                                          

     This  prospectus  does not  constitute an offer of these  securities in any
state where the offer is not permitted. The selling shareholders are offering to
sell,  and  seeking  offers to buy,  shares of our Class A Common  Stock only in
jurisdictions where offers and sales are permitted. The information contained in
this prospectus is accurate only as of the date of this  prospectus,  regardless
of the time of delivery of this prospectus or any sale of Class A Common Stock. 

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PROSPECTUS SUMMARY

THE  INFORMATION  IN THIS  PROSPECTUS  IS NOT COMPLETE  AND MAY BE CHANGED.  THE
SELLING  SHAREHOLDER MAY NOT SELL THESE SECURITIES PURSUANT TO THIS REGISTRATION
STATEMENT  UNTIL  THIS  REGISTRATION  STATEMENT  FILED WITH THE  SECURITIES  AND
EXCHANGE  COMMISSION IS DECLARED  EFFECTIVE.  THIS PROSPECTUS IS NOT AN OFFER TO
SELL THESE  SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.                          

THE FOLLOWING SUMMARY SHOULD BE READ TOGETHER WITH THE MORE DETAILED INFORMATION
IN OTHER SECTIONS OF THIS PROSPECTUS.  YOU SHOULD CAREFULLY CONSIDER THE FACTORS
DESCRIBED UNDER THE HEADING "RISK FACTORS" AT PAGE 8 OF THIS PROSPECTUS.        

LIGHTPATH TECHNOLOGIES, INC.

     LightPath is a  manufacturer  of families of  high-performance  fiber-optic
collimator  and isolator  products,  GRADIUM(R)  glass lenses and utilizes other
optical  materials to produce  products that  manipulate  light. We also perform
research and development for optical  solutions in the fiber  telecommunications
and  traditional  optics  markets.  On  April  14,  2000,  we  acquired  Horizon
Photonics, Inc. ("Horizon"), a California corporation originally founded in July
1997.  Horizon is an  emerging  leader in the  automated  production  of passive
optical components for the telecommunications  and data communications  markets.
Horizon manufactures isolator products at their Walnut,  California facility. On
September  20,  2000,  the Company  acquired  all of the  outstanding  shares of
Geltech,  Inc., a Delaware corporation,  ("Geltech"),  for an aggregate purchase
price of  approximately  $28.5  million,  comprised of 822,737 shares of Class A
common  stock  (valued  at  $27.5  million)  and  approximately  $1  million  in
acquisition  costs.  Geltech  is a  leading  manufacturer  of  precision  molded
aspherical  optics  used in the active  telecom  components  market to provide a
highly efficient means to couple laser diodes to fibers or waveguides.          

     We  manufacture  and  sell  three  types of  products:  (i)  GRADIUM  glass
products, (ii) collimators (SMF Assembly), and (iii) isolators. GRADIUM glass is
an optical quality glass material with varying  refractive  indices,  capable of
reducing optical aberrations inherent in conventional lenses and performing with
a single lens tasks traditionally  performed by multi-element  conventional lens
systems.  Collimators  are  assemblies  that  are  used to  straighten  and make
parallel diverging light as it exits a fiber. An isolator is used to prevent the
backward  propagation  of  optical  signals  that can  degrade  transmitter  and
amplifier  performance.  Collimators and isolators and other optical  components
are  used  throughout  fiber  optic  systems   including   wavelength   division
multiplexing ("WDM") equipment.  WDM systems are used by the  telecommunications
industry  to  increase  bandwidth  by  combining  multiple  light  streams  from
individual  transmissions  onto a single optical fiber.  We are also planning to
develop other products  related to the  optoelectronics  and  telecommunications
industry through licenses and other relationships with other manufacturers. With
the September 2000 acquistion of Geltech we also began to sell precision  molded
aspherical optics used in the active telecom components.  Additionally,  Geltech
has  a  unique  and   proprietary   line  of  all-glass   diffraction   gratings
(StableSil(R)) for telecom applications such as optical switching, mux/demux and
laser tuning as well as a product family of Sol-Gel based waveguides.           

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     WHAT IS GRADIUM GLASS?  GRADIUM glass is an optical  quality glass material
with  varying  refractive  indices,  capable  of  reducing  optical  aberrations
inherent  in  conventional  lenses  and  performing  with a  single  lens  tasks
traditionally  performed by multi-element  conventional lens systems. We believe
that GRADIUM  glass  lenses  provide  advantages  over  conventional  lenses for
certain  applications.  By reducing optical aberrations and the number of lenses
in  an  optical   system,   GRADIUM  glass  can  provide  more  efficient  light
transmission  and greater  brightness,  lower  production  costs, and a simpler,
smaller product. While we believe that other researchers have sought to automate
production of passive  optical  components and to produce  optical  quality lens
material  with the  properties of GRADIUM  glass,  we are not aware of any other
person or firm that has developed a repeatable  manufacturing process comparable
to our abilities or with the ability to produce such material on a  prescribable
basis.                                                                          

     TO WHICH INDUSTRIES ARE LIGHTPATH'S  PRODUCTS BEING MARKETED?  During 1998,
we organized our internal  organization  and  marketing  focus with the intended
purpose  of   serving   two   distinct   markets:   optoelectronics   and  fiber
telecommunications,  and traditional  optics (e.g.  lasers,  medical  equipment,
consumer optics, etc.).                                                         

     Optoelectronics  technologies  consist  of  an  overlap  of  photonics  and
electronics  and are key enablers of  "Information  Age"  technologies,  such as
fiber optic  communications,  optical  data  storage,  laser  printers,  digital
imaging,  and sensors  for  machine  vision and  environmental  monitoring.  The
telecom/datacom  networks are facing explosive growth.  The dramatic rise of the
Internet, office automation, videoconferencing,  local and wide area networking,
and  remote  access  telecommunications  has fueled the demand for more and more
network  capacity  in both  long-haul  telecommunications  and cable  television
networks.  Prior to 1998, we targeted  various  optoelectronic  industry  market
niches as potential  purchasers of our GRADIUM glass  products.  During 1998, we
began the  development  of products  for the emerging  optoelectronics  markets,
specifically  in the areas of fiber  telecommunications.  With our resolution of
packaging and alignment issues we demonstrated our first passive  optoelectronic
product,  the SMF Assembly,  in February 1998. This product is manufactured with
automated production techniques we have developed which utilize laser fusion and
fiber  attachment.  During  1999  and  2000,  we  expanded  this  product  line,
demonstrating to the  telecommunication  optical components industry that we can
provide low cost  products and provide  solutions to meet their  telecom-related
collimator needs.                                                               

     The demand for increased  bandwidth in fiber-optic  networks has led to the
widespread use of a once-theoretical method for transmitting multiple signals at
slightly different  wavelengths  through a single fiber to achieve efficient use
of fiber capacity. This technique, known as wavelength division multiplexing, or
WDM, requires separate source lasers transmitting slightly different wavelengths
for each signal or "channel" and more complex  modulators and optical amplifiers
to control  and  amplify  the signal in the  network.  WDM  systems,  originally
developed for eight separate  channels in 1996, are currently  being designed to
carry  as  many  as  128   separate   channels   with  0.4  of  a  nanometer  in
differentiation between wavelengths.  In theory, a single pair of optical fibers
can carry more than 10 terabits  of  information  per  second,  which is roughly
equivalent to 156 million voice  channels or 500,000  simultaneous  two-way HDTV
channels.  Through our wholly owned subsidiaries,  Horizon and Geltech,  and our

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affiliate,  LightChip,  we have positioned ourselves with products that are used
within WDM systems.                                                             

     With our April 14, 2000  acquisition  of  Horizon,  we acquired an emerging
leader  in the  automated  production  of  passive  optical  components  for the
telecommunications and data communications markets. We believe Horizon's primary
strength is the design of optical  subassemblies for automation.  Horizon's team
has a  comprehensive  background in the field of fiber optics,  taking  research
efforts "off the bench" and into manufacturing. Drawing upon years of experience
in automation,  optoelectronic  package  design and testing,  and a multitude of
technical disciplines,  Horizon has demonstrated novel solutions for today's WDM
design and processing  challenges.  By targeting  product  families and creating
common  platforms  for each,  Horizon can  rapidly  tailor  variations  within a
family, as the customer  demands,  and without major process or tooling changes.
This  philosophy  is  evident  in their  proprietary  micro-fixture  design  and
automated   manufacturing   process.   This  platform  allows  robots  to  mount
micro-optics  in small  transferable  fixtures  that can be processed at various
levels and converted into a variety of finished  products.  Horizon  believes it
has a  competitive  advantage  for  a  certain  segment  of  original  equipment
manufacturer  (OEM)  business,  especially  as it relates to isolator  products,
since its  proprietary  platform  allows  Horizon to produce  unique  designs at
competitive prices in a flexible, automated process.                            

     With our  September  20,  2000  acquisition  of Geltech,  a privately  held
company headquartered in Orlando, Florida, we acquired a leading manufacturer of
precision molded aspherical optics used in the active telecom  components market
to  provide  a highly  efficient  means to  couple  laser  diodes  to  fibers or
waveguides. Additionally, Geltech has a unique and proprietary line of all-glass
diffraction  gratings  (StableSil(R))  for telecom  applications such as optical
switching,  mux/demux  and laser  tuning as well as a product  family of Sol-Gel
based  waveguides.  This acquisition  reflects the continuation of our strategic
plan to provide a broad and comprehensive  range of optical product solutions to
the telecom industry. With Geltech we are adding depth to our product offerings,
gaining  access to a larger  customer base and  expanding  our optical  material
technologies.  The optical  products  from  Geltech's  mature  precision  molded
asphere manufacturing process are aimed directly at the fast growing 980-nm pump
laser market. Of equal importance is their established Sol-Gel technology, which
provides a vehicle to exploit  opportunities  with diffraction  gratings (DWDM),
lens arrays (switches and DWDM), optical amplification  (high-gain dopants), and
tunable high power transmitter lasers. For the quarter ended September 30, 2000,
the telecom products line represented approximately 92% of our product sales.   

     We  believe  that  GRADIUM  glass  and  our  other  optical  materials  can
potentially be marketed for use in many optics and optoelectronics products. For
traditional   optics,  we  initially   emphasized  laser  products  because  our
management  believed at that time that GRADIUM  lenses could have a  substantial
immediate  commercial  impact in laser products with a relatively  small initial
financial investment.  Generally, optical designers can substitute GRADIUM glass
components  from our standard line of products in lieu of existing  conventional
laser lens elements.  Lasers are presently used  extensively in a broad range of
consumer and commercial products,  including fiber optics,  robotics, wafer chip
inspection,  bar code reading, document reproduction and audio and video compact
disc machines.  Because GRADIUM glass can concentrate light  transmission into a
much smaller focal spot than  conventional  lenses,  we believe,  and customers'

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test results confirm,  that GRADIUM glass has the ability to improve the current
standard of laser performance.  One of our distributors,  Permanova Lasersystems
AB of Sweden,  qualified GRADIUM YAG lenses into systems produced by Rofin-Sinar
GmbH, a significant  OEM of  high-powered  CO2 and YAG lasers  headquartered  in
Germany.  Our growth  strategy is to increase  our  emphasis on key laser market
niches and establish the necessary  products and  partnership  alliances to sell
into Europe and Asia as well as the U.S. market.  During fiscal 1999,  LightPath
and  Rodenstock  Prazisionsoptik  GmbH  (Rodenstock)  executed an  agreement  to
transfer  to  Rodenstock  the  exclusive,  application-related  utilization  and
distribution of GRADIUM lenses throughout the whole of Europe. The agreement was
for an initial five-year  period.  Rodenstock sold its precision optics division
to Linos AG, a pioneer in the filed of  photonics,  in June 2000. We believe our
agreement and relationships will continue to grow under the Linos  AG/Rodenstock
alliance.  We also have established  relationships with eight additional foreign
distributors.  For the quarter ended September 30, 2000, the traditional  optics
product line represented approximately 8% our of product sales.                 

     HOW HAS LIGHTPATH  DEVELOPED GRADIUM GLASS PRODUCTS?  From our inception in
1985 until June 1996, we were classified as a development  stage enterprise that
engaged in basic research and  development.  We believe that most of our product
sales  made  during  this  period  were to  persons  evaluating  the  commercial
application of GRADIUM glass or using the products for research and development.
During  fiscal year 1997,  our  operational  focus began to shift to  commercial
product  development  and  sales.  During  fiscal  1998,  sales of lenses to the
traditional  optics  market  continued  with  significant  increases in sales of
lenses used in the YAG laser market,  catalog and distributor  sales, and lenses
used in the wafer inspection markets.                                           

     In fiscal year 1998, we also began to explore the  development  of products
for emerging markets such as optoelectronics  and photonics due to the number of
potential  customer  inquiries  into  the  ability  of  GRADIUM  glass  to solve
optoelectronic problems,  specifically in the areas of fiber telecommunications.
In 1998,  the  resolution of packaging and alignment  issues along with advances
made by LightChip with WDM equipment,  led us to develop a strategy to enter the
telecom components market. This strategy is built around automated production of
the telcom components using laser fusion and fiber attachment techniques we have
developed.  During 1998,  we organized  internally  and  realigned our marketing
efforts with the purpose of expanding  our focus to include the  optoelectronics
and fiber  telecommunications  markets in  addition  to the  traditional  optics
market.  Our SMF Assembly  offers high quality  performance in the areas of back
reflection and insertion  loss. It is also more compact and we believe it can be
manufactured  at a  significantly  lower  cost  than  the  competitive  products
currently available in commercial quantities.  The SMF Assembly is a key element
in  all  fiber  optic  systems,   including  WDM  equipment.  The  SMF  Assembly
straightens and makes parallel,  diverging light as it exits a fiber.  Our newly
designed SMF Assembly is approximately 50-60% smaller than the existing industry
collimator, provides superior performance in back reflection and insertion loss,
and can withstand 10 watts of optical power.  This entry level product currently
used by the  telecommunications  industry,  prevents  light from  diverging  and
shepherds it into the next piece of equipment or fiber.                         

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     The  current  focus of our  development  efforts  has been to  develop  new
products  based  on  our  optical  and  automation  platforms  in the  areas  of
fiberoptic opto-mechanical switches, isolators, multiplexers,  interconnects and
cross-connects  for use in the  telecommunications  field as well as new GRADIUM
glass  materials to be used in various  telecom  applications.  In addition,  we
utilize other optical materials and specialized  optical  packaging  concepts to
manipulate light and perform  research and development for optical  solutions in
the fiber telecommunications and traditional optics markets.                    

     As of September 30, 2000, LightPath, and its subsidiaries, have been issued
forty-six US patents for GRADIUM glass products and currently has numerous filed
patent applications pending related to our GRADIUM glass materials  composition,
product design and fabrication  processes for production.  We have most recently
developed a process  utilizing  high  powered  lasers for fusion,  splicing  and
polishing of optical  material to include optical fiber. We were issued a patent
for this  process  in fiscal  year  2000.  Our  original  process  patent is for
producing an optical quality  material,  GRADIUM glass, with an "axial" gradient
refractive  index (i.e.,  the index  gradient  runs parallel to the optical lens
axis, rather than perpendicular or "radial"). The GRADIUM glass designated curve
is achieved by the controlled  combination of multiple glass molecule densities.
We have developed a set of proprietary  software  design tools so that the light
upon leaving the glass can be  precisely  modeled.  GRADIUM  glass lenses can be
produced  across a large diameter  range  (currently  1mm-100mm).  Growth in our
manufacturing  capabilities has led to improved yield and automation,  advancing
our goal of producing  competitively  priced  optoelectronic  and GRADIUM  glass
products.                                                                       

     WHERE YOU CAN FIND US.  LightPath was incorporated in Delaware in 1992. Our
corporate   headquarters   are  located  at  6820  Academy  Parkway  East  N.E.,
Albuquerque, New Mexico, 87109 and our telephone number is (505) 342-1100.      

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THE OFFERING

Securities Offered by the              A maximum of  1,672,000 shares of Class A
Selling Shareholders ..............    Common Stock are covered by this         
         prospectus.

                                      1,672,000 shares of Class A Common Stock
                                      issuable upon exercise of options issued
                                      to a director, officers and a consultant
             of the Company.

Class A Common Stock Outstanding                                                
as of October 31, 2000.............    19,246,199 shares(1)(2)                  

Use of Proceeds ...................    We will not receive any of the proceeds  
                                      of sales of  Class A Common Stock by the
                                       selling shareholders but we could receive
                                     up to $21,547,780 from the exercise, if
                                  any, of stock options by the selling
           shareholders.

Risk Factors ......................    The shares of Class A Common Stock       
                                     offered hereby involve a high degree of
                                 risk. See "Risk Factors" on page 8.

Nasdaq National Market Symbol .....    "LPTH"                                   

     (1) Does not include shares underlying  options  outstanding at October 31,
2000 to purchase  3,041,832 shares of Class A Common Stock which are exercisable
at  option   exercise   prices  ranging  from  $.63  to  $51.56  per  share  and
approximately  1,725,000  shares of Class A Common Stock reserved at October 31,
2000 for issuance upon future grants of options under  LightPath's  stock option
plans.                                                                          

     (2) Does not include an aggregate of 653,640 shares of Class A Common Stock
consisting of (i) 346,300  shares of Class A Common Stock issuable upon exercise
of private  placement  and other  warrants;  and (ii) 307,340  shares of Class A
Common Stock  issuable upon  conversion of the 127 remaining  shares of Series F
Preferred Stock.                                                                

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FORWARD-LOOKING STATEMENTS                                                      

     Throughout  this  prospectus  and  the  other  documents   incorporated  by
reference  into this  prospectus we make certain  "forward-looking"  statements.
These are statements about future events, results of operations,  business plans
and other  matters.  We use words such as  "expect",  "anticipate",  "intend" or
other similar words to identify forward-looking statements. These statements are
made based on our current knowledge and understanding.  However, there can be no
assurances  as to whether or not actual  results will be  consistent  with these
statements. In fact, actual events or results could vary dramatically from these
statements as a result of among other factors:                                  

+    Economic conditions, domestically and internationally            

+    Technological developments                                       

+    Industry trends                                                  

+    Risk factors described in this prospectus.                       

     We have no obligation to update the forward-looking statements made in this
prospectus or incorporated by reference herein.                                 

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RISK FACTORS

THE FOLLOWING RISK FACTORS SHOULD BE READ BY YOU TOGETHER WITH THE MORE DETAILED
INFORMATION  INCLUDED AT OTHER SECTIONS OF THIS  PROSPECTUS AND  INCORPORATED BY
REFERENCE IN THIS PROSPECTUS  BEFORE PURCHASING THE CLASS A COMMON STOCK OFFERED
HEREBY. IN ADDITION,  YOU SHOULD CAREFULLY  CONSIDER THE FACTORS DESCRIBED UNDER
"RISK FACTORS"  BEGINNING AT PAGE 8 OF THIS PROSPECTUS.  OUR FISCAL YEAR ENDS ON
JUNE 30 AND  REFERENCES  TO YEARS IN THIS  PROSPECTUS  REFER TO OUR FISCAL  YEAR
ENDED AS OF JUNE 30 OF THE REFERENCED CALENDAR YEAR.                            

WE HAVE EXPERIENCED LOSSES IN PRIOR YEARS.                                      

     Our operations have never been profitable. We believe that our introduction
of  products  for the  telecommunication  market  in 1999  and  sales  from  our
acquisition  of Horizon in April 2000,  may generate  sales in excess of amounts
realized to date,  although there can be no assurance in this regard.  We expect
to continue operating at a deficit during the current fiscal year and until such
time,  if ever,  as our  operations  generate  sufficient  revenues to cover our
costs.  The  likelihood of our financial  success must be considered in light of
the delays, uncertainties, difficulties and risks inherent in new products, many
of which are beyond our ability to control.  These  risks  include,  but are not
limited to,  unanticipated  problems relating to product  development,  testing,
manufacturing, marketing and competition, and additional costs and expenses that
may exceed our current  estimates.  There can be no assurance  that our revenues
will increase significantly in the future or that, even if they do increase, our
operations will ever be profitable.                                             

WE MAY NEED  ADDITIONAL  FUTURE  FINANCING IN ORDER TO FUND OUR  OPERATIONS  AND
PLANS FOR GROWTH.                                                               

     There  can be no  assurance  that  the  Company  will  generate  sufficient
revenues to fund its future operations and growth  strategies.  At this time the
Company does not believe  product sales will reach the level required to sustain
its  operations  and growth  plans  beyond the near term.  We may need to obtain
additional  financing in the future.  We do not have any commitments from others
to provide additional financing in the future and there can be no assurance that
any such additional financing will be available if needed or, if available, will
be on terms favorable to us. In the event such needed financing is not obtained,
our operations will be materially  adversely  affected and we could be forced to
cease or substantially reduce operations. Any additional equity financing may be
dilutive  to  shareholders,  and debt  financings,  if  available,  may  involve
restrictive covenants.                                                          

WE MAY HAVE DIFFICULTIES MANAGING GROWTH.                                       

     We  will  need  to  grow  our  product  sales  and   manufacturing   output
significantly  in order to be  successful.  If we are  unable to  manage  growth
effectively,   it  could  have  material  adverse  effects  on  our  results  of
operations,  financial condition or liquidity.  We cannot guarantee that we will
successfully  expand or that any expansion  will enhance our  profitability.  We
expect our planned growth will place a significant  strain on our management and
operations. Our future growth will depend in part on the ability of our officers
and other key employees to implement and expand financial control systems and to
expand,  train and manage our employee  base and provide  support to an expanded
customer base.                                                                  

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WE MAY HAVE ADVERSE IMPACT FROM ACQUISTIONS.                                    

     Our  strategy   includes  the  potential   acquisition   of   complimentary
businesses, and integration of additional products,  technologies and personnel.
We have limited  experience  in acquiring  outside  businesses.  Acquisition  of
businesses requires  substantial time and attention of management  personnel and
may require additional equity or debt financing.  There can be no assurance that
we will be successful in  identifying,  consummating  or  integrating  strategic
acquisitions.                                                                   

     Integration of newly established or acquired  businesses can be disruptive.
There can be no assurance  that we will be able to integrate such companies into
our  business  successfully.  Financial  consequences  of our  acquisitions  may
include  potentially  dilutive  issuances of equity  securities,  large one-time
expenses,  higher  fixed  expenses  which  require a higher level of revenues to
maintain operating profits,  the incurrence of debt and contingent  liabilities,
and amortization expenses related to goodwill and other intangible assets.      

OUR PRODUCTS  ARE AT AN EARLY STAGE OF  DEVELOPMENT  AND MAY NOT ACHIEVE  MARKET
ACCEPTANCE.                                                                     

     Our current line of GRADIUM products have not generated sufficient revenues
to  sustain  operations  and our  telecommunications  products  are still in the
introductory phase.  Horizon's isolator sales entered the commercial  production
phase in April 2000.  While we believe our existing  products  are  commercially
viable, we anticipate the need to educate the optical components market in order
to generate  market demand and market  feedback may require us to further refine
these products. Development of additional product lines will require significant
further research, development, testing and marketing prior to commercialization.
There  can be no  assurance  that any  proposed  products  will be  successfully
developed,  demonstrate  desirable  optical  performance,  be  capable  of being
produced  in  commercial  quantities  at  reasonable  costs  or be  successfully
marketed.  Through June 1996,  our primary  activities  were basic  research and
development of glass material properties.                                       

OUR PRODUCTS HAVE NOT BEEN DEMONSTRATED TO BE COMMERCIALLY SUCCESSFUL.          

     Collimator  products  have not yet achieved  broad  commercial  acceptance.
Isolator sales entered the commercial  production phase in April 2000.  Although
we are engaged in negotiations and discussions with potential  customers,  there
can be no  assurance  that any such  discussions  will  lead to  development  of
commercially  viable  products  or  significant  revenues,  if any,  or that any
products  currently  existing  or to be  developed  in the  future  will  attain
sufficient  market  acceptance to generate  significant  revenues.  We must also
satisfy industry-standard Bellcore Testing on telecommunication products to meet
customer requirements,  as well as satisfy prospective customers that we will be
able to meet their demand for  quantities of products,  since we may be the sole
supplier and licensor. We do not have demonstrated  experience as a manufacturer
for all our product lines and have limited financial resources. We may be unable

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to  accomplish  any one or more of the  foregoing  to the  extent  necessary  to
develop market acceptance of our products.                                      

     The  traditional  optics have been accepted  commercially;  however,  their
benefits  are not widely  known.  In order to persuade  potential  customers  to
purchase GRADIUM products,  we will need to overcome industry resistance to, and
suspicion of,  gradient lens  technology  that has resulted from previous failed
attempts by various  researchers and manufacturers  unrelated to us to develop a
repeatable,  consistent  process for producing  lenses with variable  refractive
indices.  Prospective  customers will need to make  substantial  expenditures to
redesign products to incorporate GRADIUM lenses. There can be no assurances that
potential  customers  will view the  benefits of our products as  sufficient  to
warrant such design expenditures.                                               

WE DEPEND UPON KEY PERSONNEL.                                                   

     Our  inability  to retain or attract  key  employees  could have a material
adverse effect on our business and results of operations. Our operations depend,
to a great extent, upon the efforts of our CEO and President, Donald Lawson, who
conceived our strategic plan and who is  substantially  responsible for planning
and guiding our direction,  and upon Senior Vice Presidents Mark Fitch and Donna
Bogue.  We also  depend upon our  ability to attract  additional  members to our
management and operations teams to support our expansion  strategy.  The loss of
any of these key employees or the inability to attract additional members to our
team would adversely  affect our business.  We have obtained a key employee life
insurance  policy in the amount  $1,000,000  on the life of Mr.  Lawson.  We had
approximately  275 employees on September 30, 2000.  Additional  personnel  will
need to be hired if we are able to successfully expand our operations. There can
be no assurance that we will be able to identify,  attract and retain  employees
with skills and  experience  necessary and relevant to the future  operations of
our business.                                                                   

COMPETITION MAY ADVERSELY AFFECT OUR OPERATIONS AND FINANCIAL RESULTS.          

     The optical lens and  telecommunication  components  markets are  intensely
competitive and numerous  companies  offer products and services  competitive to
those  offered  by us.  Substantially  all of  these  competitors  have  greater
financial and other resources than we do. The telecommunications  marketplace is
renowned for its product quality and reliability  demands.  Every item must pass
rigorous  testing  before  being  designed  into  devices and  systems.  We must
establish a  reputation  as a quality  supplier.  The  products  must perform as
claimed  so  that  the  customer  will  not  need  to  test  after  the  initial
qualification, and we must be open to continuous improvement of our products and
processes.  If we can pass  these  tests we  believe  we can become a primary or
second source  supplier to the industry.  However,  this industry is subject to,
among other risks,  intense  competition and rapidly  changing  technology,  and
there can be no assurances  as to our ability to  anticipate  and respond to the
demands and competitive aspects of this industry.                               

     We compete with  manufacturers of conventional  spherical lens products and
aspherical  lens  products,   producers  of  optical  quality  glass  and  other
developers of gradient lens technology as well as telecom product manufacturers.

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In both the  optical  lens and  telecommunications  components  markets,  we are
competing against, among others, established international industry giants. Many
of these companies also are primary customers for optical and  telecommunication
components,  and therefore have significant control over certain markets for our
products.  We are also aware of other  companies  that are attempting to develop
radial  gradient lens  technology.  There may also be others of which we are not
aware that are attempting to develop axial gradient lens  technology  similar to
our technology.  There can be no assurance that existing or new competitors will
not develop  technologies that are superior to or more  commercially  acceptable
than our existing and planned technologies and products.                        

WE HAVE  LIMITED  MARKETING  AND SALES  CAPABILITIES  AND MUST  MAKE  SALES IN A
FRAGMENTED MARKET.                                                              

     Our  operating  results  will  depend to a large  extent on our  ability to
educate  the  various  industries  utilizing  telecommunication  components  and
optical  glass about the  advantages  of our products to market  products to the
participants  within those industries.  We currently have very limited marketing
capabilities  and  experience.  In  fiscal  2000 we hired  additional  sales and
marketing  personnel  to develop  additional  sales and  marketing  programs and
establish sales distribution channels in order to achieve and sustain commercial
sales of our products. Although we have developed a marketing plan, there can be
no assurance that the plan will be implemented or, if implemented,  will succeed
in creating  sufficient levels of customer demand for our products.  The markets
for  optical  lenses and  telecommunication  components  are highly  fragmented.
Consequently, we will need to identify and successfully target particular market
segments in which we believe we will have the most  success.  These efforts will
require a substantial, but unknown, amount of effort and resources.             

     The fragmented nature of the optical products market may impede our ability
to achieve commercial acceptance for our products. In addition, our success will
depend in great part on our  ability  to  develop  and  implement  a  successful
marketing and sales  program.  There can be no assurance  that any marketing and
sales  efforts  undertaken  by us  will be  successful  or  will  result  in any
significant product sales.                                                      

WE ARE HIGHLY DEPENDENT ON OUR PATENTS AND OUR PROPRIETARY TECHNOLOGY.          

     Our success will depend,  in part, on our ability to obtain  protection for
products and  technologies  under  United  States and foreign  patent  laws,  to
preserve trade secrets, and to operate without infringing the proprietary rights
of others.  There can be no assurance that patent  applications  relating to our
products or potential  products will result in patents  being  issued,  that any
issued patent will afford adequate protection or not be challenged, invalidated,
infringed or  circumvented,  or that any rights granted will afford  competitive
advantages to us.  Furthermore,  there can be no assurance  that others have not
independently  developed,  or will not independently  develop,  similar products
and/or  technologies,  duplicate  any of our  products or  technologies,  or, if
patents are issued to, or licensed by, us, design around such patents. There can
be no assurance  that patents  owned or licensed and issued in one  jurisdiction

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will  also  be  owned  or  licensed  and  issued  in  any  other   jurisdiction.
Furthermore,  there  can  be  no  assurance  that  we  can  adequately  preserve
proprietary  technology and processes  that we maintain as trade secrets.  If we
are unable to develop and  adequately  protect our  proprietary  technology  and
other assets, our business,  financial  condition and results of operations will
be materially adversely affected.                                               

OUR BUSINESS DEPENDS UPON THE EFFORTS OF THIRD PARTIES.                         

     Our strategy for the research, development and commercialization of certain
products entails  entering into various  arrangements  with corporate  partners,
OEMs,  licensees and others in order to generate  product  sales,  license fees,
royalties and other funds adequate for product development.  We may also rely on
our collaborative  partners to conduct research efforts,  product testing and to
manufacture and market certain of our products. Although we believe that parties
to any such  arrangements  would  have an  economic  motivation  to  succeed  in
performing  their  contractual  responsibilities,   the  amount  and  timing  of
resources to be devoted to these activities may not be within our control. There
can also be no assurance  that we will be  successful in  establishing  any such
collaborative  arrangements  or  that,  if  established,  the  parties  to  such
arrangements  will assist us in  commercializing  products.  We  currently  have
development  agreements with a mechanical  switch  manufacturer and an endoscope
manufacturer  pursuant to which we have developed prototypes of products for use
in each of those areas. However,  there can be no assurance that such agreements
will progress to a production  phase or, if production  commences,  that we will
receive significant revenues from these  relationships.  We have a non-exclusive
agreement with a catalog company to distribute certain of its products.  We have
formalized  relationships with eight foreign  distributors to create markets for
GRADIUM in their  respective  countries.  There can be no  assurance  that these
parties,  or any future partners,  will perform their obligations as expected or
that any revenue will be derived from such arrangements.                        

WE HAVE LIMITED MANUFACTURING CAPABILITIES.                                     

     We believe that our present manufacturing  facilities,  with the clean room
additions  which were  completed in October  1999 and June 2000,  along with the
manufacturing  stations  which were completed in August 2000, are sufficient for
our planned  operations  in fiscal  2001.  However,  we do not have  substantial
experience  manufacturing  products in quantities  sufficient to meet  potential
commercial  demand.  If we are  unable to  manufacture  products  in  sufficient
quantities  and in a  timely  manner  to meet  customer  demand,  our  business,
financial  condition  and results of  operations  will be  materially  adversely
affected.                                                                       

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WE FACE PRODUCT LIABILITY RISKS.                                                

     The sale of our optical  products will involve the inherent risk of product
liability  claims by others.  We do not  currently  maintain  product  liability
insurance  coverage,  although  we do intend to procure  such  insurance  in the
future.  Product liability  insurance is expensive,  subject to various coverage
exclusions and may not be obtainable on terms  acceptable to us.  Moreover,  the
amount and scope of any  coverage may be  inadequate  to protect us in the event
that a product liability claim is successfully asserted.                        

OUR STOCK PRICE IS VOLATILE.                                                    

     Broad market  fluctuations  or fluctuations in our operations may adversely
affect the market price of our Class A Common Stock.  The market for our Class A
Common Stock is volatile. The trading price of our Class A Common Stock has been
and will continue to be subject to:                                             

     +    volatility  in the trading  markets  generally  and in our  particular
market segment;                                             
     +    significant  fluctuations  in  response  to  quarterly  variations  in
operating results;                                          
     +    announcements   regarding   our   business  or  the  business  of  our
competitors;                                                
  +    changes in prices of our or our competitors' products and services;
+    changes in product mix;                                          
     +    changes in revenue and revenue  growth  rates for us as a whole or for
geographic areas; and                                       
+    other events or factors.                                         

     Statements or changes in opinions,  ratings or earnings  estimates  made by
brokerage firms or industry analysts relating to the markets in which we operate
or expect to operate  could have an  adverse  effect on the market  price of our
Class A Common Stock.  In addition,  the stock market as a whole, as well as our
particular market segment,  have from time to time experienced extreme price and
volume  fluctuations  which have particularly  affected the market price for the
securities  of many  companies  and  which  often  have  been  unrelated  to the
operating performance of these companies.                                       

OWNERSHIP BY THE EXISTING MANAGEMENT.                                           

     Members of our management team  beneficially  own a significant  portion of
our outstanding  Class A Common Stock. If our management and other  shareholders
act in concert, disposition of matters submitted to shareholders or the election
of the entire Board of Directors may be hindered. We estimate that our executive
officers and other principal shareholders beneficially owned approximately 14.4%
of the Class A Common Stock outstanding as of August 7, 2000.                   

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SOME  PROVISIONS  IN OUR  CHARTER  DOCUMENTS  AND BYLAWS MAY HAVE  ANTI-TAKEOVER
EFFECTS.                                                                        

     Our  Certificate of  Incorporation  and Bylaws contain some provisions that
could have the effect of  discouraging  a  prospective  acquirer  from  making a
tender  offer,  or which  may  otherwise  delay,  defer or  prevent  a change in
control.                                                                        

ABSENCE OF DIVIDENDS TO SHAREHOLDERS.                                           

     Our Board has never declared a dividend on our Class A Common Stock.  We do
not anticipate  paying  dividends on the Class A Common Stock in the foreseeable
future.  It is  anticipated  that  earnings,  if any,  will be reinvested in the
expansion of our business.                                                      

OUR  CONVERTIBLE  PREFERRED  STOCK,  WARRANTS  AND OPTIONS MAY AFFECT OUR FUTURE
FINANCING.                                                                      

     The existence of our outstanding  Convertible  Preferred Stock, options and
warrants  may  adversely  affect  the  terms on which we can  obtain  additional
financing. As of October 31, 2000, there were outstanding:                      

     +    warrants issued in private placement and other  transactions  pursuant
 to which 346,300 shares of Class A Common Stock are issuable,

     +    127 shares of Series F Convertible Preferred Stock, $.01 par value per
          share,  pursuant to which  307,340  shares of Class A Common Stock are
          reserved for issuance to the selling  shareholders  upon conversion of
the Series F Convertible Preferred Stock, and               

     +    outstanding  options to purchase an aggregate  of 3,041,832  shares of
Class A Common Stock.                                       

     In addition,  approximately  1,725,000  shares of Class A Common Stock were
reserved  as of October 31, 2000 for  issuance  pursuant to future  grants to be
made under the Omnibus Incentive Plan and Directors Stock Incentive Plan.       

     For the life of such options, warrants and Convertible Preferred Stock, the
holders  will have the  opportunity  to  profit  from a rise in the price of the
underlying  common  stock,  with a resulting  dilution in the  interest of other
holders of common stock upon  exercise or  conversion.  Further,  the option and
warrant holders can be expected to exercise their options and warrants at a time
when we would, in all  likelihood,  be able to obtain  additional  capital by an
offering of our unissued  common stock on terms more  favorable to us than those
provided by such options or warrants.                                           

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     The eligibility of the foregoing  shares to be sold to the public,  whether
pursuant an effective registration statement,  Rule 144 or an exemption from the
registration requirements may have a material adverse effect on the market value
and trading price of the Class A Common Stock.                                  

WE HAVE AGREED TO CERTAIN LIMITATIONS UPON POTENTIAL LIABILITY OF OUR DIRECTORS.

     Our  Certificate  of  Incorporation  provides  that  directors  will not be
personally  liable for monetary  damages to LightPath or its  shareholders for a
breach of fiduciary duty as a director, subject to limited exceptions.  Although
such  limitation  of  liability  does not affect the  availability  of equitable
remedies  such as  injunctive  relief  or  rescission,  the  presence  of  these
provisions in the  Certificate  of  Incorporation  could prevent the recovery of
monetary damages by LightPath or its shareholders.                              

WE MUST MAINTAIN  COMPLIANCE WITH CERTAIN  CRITERIA IN ORDER TO MAINTAIN LISTING
OF OUR SHARES ON THE NASDAQ MARKET.                                             

     The Company's  shares of Class A Common Stock are  currently  traded on the
Nasdaq  National  Market.  Failure to meet the  applicable  quantitative  and/or
qualitative  maintenance  requirements  of Nasdaq could result in our securities
being  delisted  from the Nasdaq  National  Market.  If delisted from the Nasdaq
National  Market,  our  securities  may be  eligible  for  trading on the Nasdaq
SmallCap Market,  the OTC Bulletin Board or on other  over-the-counter  markets,
although  there can be no  assurance  that our  securities  will be eligible for
trading on any  alternative  exchanges  or  markets.  As a  consequence  of such
delisting,  an investor  could find it more difficult to dispose of or to obtain
accurate  quotations  as to the  market  value of our  securities.  Among  other
consequences,  delisting  from Nasdaq may cause a decline in the stock price and
difficulty in obtaining future financing.                                       

WE MAY NOT HAVE ENOUGH FUNDS AVAILABLE TO REDEEM OUTSTANDING SHARES OF PREFERRED
STOCK.                                                                          

     In the event of automatic conversion of the Series F Preferred Stock, three
years after issuance  LightPath has the right to redeem such preferred stock for
cash. In addition, a Liquidation Event, as defined in the applicable Certificate
of Designation, may require redemption of the Series F Preferred Stock for cash.
There can be no assurance  that we will have  adequate  cash to effect such cash
redemptions in the future.                                                      

WE WILL RECOGNIZE A SUBSTANTIAL  CHARGE TO INCOME UPON CONVERSION OF OUR CLASS E
COMMON STOCK.                                                                   

     In the event any shares of the Class E Common  Stock  held by  shareholders
who are  officers,  directors,  employees  or  consultants  of the  Company  are
converted  into  shares of Class A Common  Stock,  we will  record  compensation
expense for financial  reporting  purposes during the period conversion  appears
probable.  These  conversion  rights  expired on September 30, 2000 based on the

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operating  results  of the  Company  for the  year  ended  June  30,  2000.  Our
management  believes  the  conversion  rights  have not been met and that,  as a
result,  the Class E Common  Stock will be subject to  redemption  for a nominal
amount.  However,  we are involved in  litigation  regarding  the Class E Common
Stock,  the  outcome of which  cannot be  determined  at this time.  Any adverse
determination in such  litigation,  including any  determination  resulting in a
conversion of the Class E Common Stock,  could have a material adverse effect on
the market price of the Class A Common Stock.                                   

LIGHTPATH IS INVOLVED IN LITIGATION  REGARDING ITS CLASS E COMMON STOCK,  AND AN
ADVERSE DETERMINATION COULD HAVE A MATERIAL ADVERSE IMPACT ON LIGHPATH.         

     LightPath  is  currently  involved  in  litigation  in  Delaware  and Texas
regarding its Class E Common Stock. The Delaware  litigation seeks a declaratory
judgment  with respect to (among other things)  LightPath's  right to redeem its
Class E Common  Stock on  September  30,  2000 for $.0001  per share.  The Texas
litigation was filed by a small group of holders of Class E Common Stock and, in
essence,  makes various allegations regarding the circumstances  surrounding the
issuance  of the  Class E Common  Stock  and  seeks  damages  based  upon  those
allegations.  Although LightPath management believes the allegations  underlying
the Texas  litigation  are  without  merit,  LightPath  is unable to predict the
results of such litigation.  An adverse  determination in the Texas  litigation,
the  Delaware  litigation  or both  could  have a  material  adverse  impact  on
LightPath.  On November 10, 2000, the Company entered into a proposed settlement
of the  Delaware  litigation.  The  Delaware  Chancery  Court  has  scheduled  a
settlement hearing on January 8, 2001.                                          

RISK THAT FORWARD-LOOKING STATEMENTS MAY NOT COME TRUE.                         

     This prospectus and the documents incorporated herein by reference, contain
forward-looking  statements that involve risks and  uncertainties.  We use words
such as "believe",  "expect,"  "anticipate," "plan" or similar words to identify
forward-looking  statements.  Forward-looking statements are made based upon our
belief as of the date  that such  statements  are  made.  These  forward-looking
statements  are based largely on our current  expectations  and are subject to a
number of risks and  uncertainties,  many of which are beyond our  control.  You
should not place undue reliance on these forward-looking statements, which apply
only  as of the  date  of this  prospectus.  Our  actual  results  could  differ
materially from those anticipated in these  forward-looking  statements for many
reasons,  including the risks faced by us described  above and elsewhere in this
prospectus.                                                                     

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SELLING SHAREHOLDERS

     During our fiscal year ended June 30, 2000,  we issued  options to purchase
1,672,000  shares of Class A Common  Stock to our  Chairman of the Board,  other
officers,  new employees and a consultant  pursuant to a Stock Option  Agreement
entered  into for each named  individual.  Each  option  entitles  the holder to
purchase  one share of Class A Common  Stock at an exercise  price  ranging from
$6.00 to $48.25 per share, with an average of a four year vesting period,  and a
term of ten years.  This  Prospectus  covers shares of Class A Common Stock that
may be acquired by the selling shareholders upon exercise of the options.       

     The  following  table  provides  information  as of October 31, 2000,  with
respect  to the  Class  A  Common  Stock  beneficially  owned  by  each  selling
shareholder  after  giving  effect to the issuance of shares for the exercise of
the option being  registered.  For purposes of the information set forth in this
table, the number of shares beneficially owned includes shares issuable upon the
exercise of a warrant,  incentive  stock options or director  stock options that
are vested on October 31, 2000 or within sixty days thereafter.                 

TOTAL SHARES CLASS A COMMON STOCK                                               
OUTSTANDING AS OF OCTOBER 31, 2000: 19,256,197                                  

                                                        [Enlarge/Download Table]


                                                                               Beneficially Owned  
                                                                               After the Offering  
                                               Number of                      ---------------------
                                                 Shares                                  Percent of
                                              Beneficially        Number of               Class A  
                   Position, Office or       Owned Prior to     Shares being   Number      Common  
                   Material Relationship     the Offering (1)     Offered     of Shares   Stock (9)
                   ---------------------     ----------------     -------     ---------   ---------
                                                                                                   
Robert Ripp        Chairman of the Board of    1,847,686(2)    1,500,000(2)    347,686       1.06% 
                   Directors                                                                       

Donald Lawson      CEO and President             255,500(3)       25,000(3)    230,500         *   

Mark Fitch         Senior Vice President          76,009(4)       20,000(4)     56,009         *   

Donna Bogue        CFO and Senior Vice                                                             
                   President                      33,750(5)       25,000(5)      8,750         *   

William Walters    VP Engineering                 48,000(6)       20,000(6)     28,000         *   

Jeanne Mordarski   VP Manufacturing               25,000(7)       25,000(7)          0         *   

Pierre Bernard     VP Product & Technology                                                         
                   Development                    25,000(8)       25,000(8)          0         *   

Dr. Ravinder Jain  Consultant                     10,000          10,000             0         *   

Glenn Baker        Senior Project Leader          12,000          12,000             0         *   

Liu Liang          Senior Scientist               10,000          10,000             0         *   
                                                               ---------                           
   Total                                                       1,672,000                           

----------                                                                      
* Represents beneficial ownership of less than 1%                               

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1)   Except as otherwise  noted,  and subject to community  property laws, where
     applicable,  each  person  named in the  table  has sole  voting  power and
  investment power with respect to all shares shown as beneficially owned.
2)   Includes  1,503,936 shares underlying options and 281,250 shares underlying
     warrants of which  120,000 are held in trusts for  children and as to which
     Mr. Ripp disclaims  beneficial  ownership and does not include 7,872 shares
     issuable upon the exercise of options to purchase Class A Common Stock that
are not vested.                                                       
3)   Includes 180,500 shares underlying options,  does not include 75,000 shares
     issuable upon the exercise of options to purchase Class A Common Stock that
are not vested.                                                       
4)   Includes 30,000 shares underlying  options,  does not include 57,500 shares
     issuable upon the exercise of options to purchase Class A Common Stock that
are not vested.                                                       
5)   Includes 8,750 shares  underlying  options,  does not include 26,250 shares
     issuable upon the exercise of options to purchase Class A Common Stock that
are not vested.                                                       
6)   Includes 28,000 shares underlying  options,  does not include 27,000 shares
     issuable upon the exercise of options to purchase Class A Common Stock that
are not vested.                                                       
7)   Does not include  27,500  shares  issuable  upon the exercise of options to
purchase Class A Common Stock that are not vested.                    
8)   Does not include  27,500  shares  issuable  upon the exercise of options to
purchase Class A Common Stock that are not vested.                    
9)   The  percentage  interest  of each  selling  shareholder  is  based  on the
     beneficial  ownership of that selling shareholder divided by the sum of the
     current  outstanding  shares of Class A Common  Stock  plus the  additional
     shares, if any, which would be issued to that selling  shareholder (but not
     any other selling shareholder) after the exercising options and warrants or
other right in the future.                                            

 USE OF PROCEEDS

     Each of the selling  shareholders  will receive the net  proceeds  from the
sale of its  shares of Class A Common  Stock.  LightPath  will not  receive  any
proceeds from these sales. We will however receive proceeds from the exercise of
the options.  Each option entitles the holder to purchase shares of common stock
at a price per share  ranging  from  $6.00 to  $48.25.  This  purchase  price is
payable in cash or by surrendering a number of shares of our common stock having
a fair market value equal to the applicable exercise price on the exercise date.
If all of the options are  exercised,  we would receive gross  proceeds of up to
$21,547,780, which we expect would be used for general corporate purposes.      

 DETERMINATION OF OFFERING PRICE

     The selling  shareholders may use this prospectus from time to time to sell
their shares of common stock at a price  determined  by the  shareholder  making
such sale.  The price at which the  common  stock is sold may be based on market
prices  prevailing  at the time of sale, at prices  relating to such  prevailing
market prices, or at negotiated prices.                                         

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PLAN OF DISTRIBUTION

     The  Class A Common  Stock  may be sold  from  time to time by the  selling
shareholders,  or by  pledgees,  donees,  transferees  or  other  successors  in
interest.  Such  sales  may  be  made  on  one  or  more  exchanges  or  in  the
over-the-counter  market or otherwise, at prices and at terms then prevailing or
at  prices  related  to  the  then  current  market  price,   or  in  negotiated
transactions. The common stock may be sold in one or more of the following types
of transactions:                                                                

     (a)  a  block  trade  in  which  a  selling   shareholder   will  engage  a
broker-dealer  who will then attempt to sell the common  stock,  or position and
resell a portion of the block as principal to facilitate the transaction;       

     (b)  purchases  by  a  broker-dealer   as  principal  and  resale  by  such
broker-dealer for its account pursuant to this prospectus;                      

     (c) an exchange distribution in accordance with the rules of such exchange;

     (d) ordinary  brokerage  transactions  and transactions in which the broker
solicits purchasers; and                                                        

     (e) any  combination  of the foregoing,  or by any other legally  available
means. In effecting sales,  broker-dealers  engaged by the selling  shareholders
may arrange for other broker-dealers to participate in the resales.             

     In connection  with  distributions  of the common stock or  otherwise,  the
selling shareholders may enter into hedging transactions with broker-dealers. In
connection with such  transactions,  broker-dealers may engage in short sales of
the common stock in the course of hedging the positions they assume with selling
shareholders.  The selling  shareholders  may also sell  common  stock short and
redeliver  the  common  stock to close out such  short  positions.  The  selling
shareholders   may  also  enter   into   option  or  other   transactions   with
broker-dealers  that  require the  delivery to the  broker-dealer  of the common
stock, which the broker-dealer may resell or otherwise transfer pursuant to this
prospectus.  The selling  shareholders may also loan or pledge common stock to a
broker-dealer and the broker-dealer may sell the common stock so loaned or, upon
a default,  the  broker-dealer  may effect  sales of the  pledged  common  stock
pursuant to this prospectus.                                                    

     Broker-dealers   or  agents  may  receive   compensation  in  the  form  of
commissions,  discounts or concessions from the selling  shareholders in amounts
to be negotiated in connection with the sale. Such  broker-dealers and any other
participating  broker-dealers  may be deemed  to be  "underwriters"  within  the
meaning  of the  Securities  Act in  connection  with  such  sales  and any such
commission, discount or concession may be deemed to be underwriting discounts or
commissions  under the Securities  Act. In addition,  any securities  covered by
this prospectus  which qualify for sale pursuant to Rule 144  promulgated  under
the Securities  Act may be sold in an  unregistered  transaction  under Rule 144
rather than pursuant to this prospectus.                                        

     LightPath will bear all of the costs and expenses of registering  under the
Securities  Act the  sale  of the  common  stock  offered  by  this  prospectus.
Commissions and discounts, if any, attributable to the sales of the common stock
will be borne by the selling shareholders.                                      

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     LightPath has agreed to indemnify the selling  shareholders against certain
liabilities  in  connection  with the  offering of the common  stock,  including
liabilities arising under the Securities Act. The selling shareholders may agree
to  indemnify  any  broker-dealer  or agent that  participates  in  transactions
involving  sales of the common  stock  against  various  liabilities,  including
liabilities arising under the Securities Act.                                   

     In  order  to  comply  with  the  securities  laws of  various  states,  if
applicable,  sales of the common  stock made in those  states  will only be made
through registered or licensed brokers or dealers.  In addition,  some states do
not  allow the  securities  to be sold  unless  they  have  been  registered  or
qualified for sale in the applicable state or an exemption from the registration
or  qualification  requirement  is available  and is complied with by us and the
selling shareholders.                                                           

     Under  applicable  rules and  regulations  of the Exchange  Act, any person
engaged in the distribution of the common stock may not simultaneously engage in
market-making  activities with respect to our common stock for a period of up to
five business days prior to the commencement of such  distribution.  In addition
to those restrictions,  each selling shareholder will be subject to the Exchange
Act and the rules and regulations under the Exchange Act, including,  Regulation
M and Rule 10b-7,  which  provisions  may limit the timing of the  purchases and
sales of our securities by the selling shareholders.                            

 DESCRIPTION OF SECURITIES

     We have  previously  registered our Class A Common Stock under the Exchange
Act by filing a Form 8-A on January 13, 1996.  Please refer to that registration
statement for a description  of the rights,  privileges  and  preferences of our
Class A Common Stock.                                                           

 LEGAL MATTERS

     Certain  legal  matters  have been passed upon for us by Squire,  Sanders &
Dempsey L.L.P., Phoenix, Arizona.                                               

 EXPERTS

     The  financial  statements of LightPath  Technologies,  Inc. as of June 30,
2000 and 1999, and for the years then ended, have been incorporated by reference
herein and in the  registration  statement,  in reliance upon the report of KPMG
LLP, independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.      

INTERESTS OF NAMED EXPERTS AND COUNSEL

     On October  13,  1997,  James L.  Adler,  Jr. was  appointed  to serve as a
director of LightPath until the 2000 annual meeting of  shareholders.  Mr. Adler
is a partner  of the law firm of  Squire,  Sanders & Dempsey  L.L.P.,  which has
issued an opinion as to the  validity of the shares  offered by this  prospectus
and also  provides  legal  services to us on a regular  basis.  Mr.  Adler holds
options under the Directors Stock Option Plan to purchase 40,176 shares of Class
A Common Stock at exercise prices ranging from $2.84 to $9.81. As of October 31,
2000, these shares  represented less than 1% of the total outstanding  shares of
Class A Common Stock.                                                           

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 INDEMNIFICATION

     Article TENTH of  LightPath's  Certificate  of  Incorporation,  as amended,
provides as follows:                                                            

     TENTH:  No director of the  corporation  shall be personally  liable to the
corporation  or its  shareholders  for monetary  damages for breach of fiduciary
duty as a director; provided, however, that the foregoing clause shall not apply
to any  liability  of a director  (i) for any breach of the  director's  duty of
loyalty to the corporation or its  shareholders,  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law,  (iii) for any  transaction  from which the  director  derived an  improper
personal benefit,  or (iv) under Section 174 of the DGCL. This Article shall not
eliminate or limit the liability of a director for any act or omission occurring
prior to the time this Article became effective.                                

     Article VII of the LightPath's Bylaws provides,  in summary, that LightPath
is required to indemnify to the fullest extent  permitted by applicable law, any
person made or threatened to be made a party or involved in a lawsuit, action or
proceeding by reason that such person is or was an officer,  director,  employee
or agent  of  LightPath.  Indemnification  is  against  all  liability  and loss
suffered  and  expenses  reasonably  incurred.  Unless  required by law, no such
indemnification  is required by  LightPath of any person  initiating  such suit,
action or  proceeding  without  board  authorization.  Expenses  are  payable in
advance if the indemnified  party agrees to repay the amount if he is ultimately
found to not be entitled to indemnification.                                    

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to  directors,  officers and  controlling  persons of LightPath
pursuant to the foregoing provisions,  or otherwise,  we have been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.                                                                  

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=======================================   ======================================

NO DEALER, SALES PERSON OR OTHER PERSON                                         
HAS   BEEN   AUTHORIZED   TO  GIVE  ANY                                         
INFORMATION     OR    TO    MAKE    ANY                                         
REPRESENTATION    OTHER    THAN   THOSE                                         
CONTAINED  IN THIS  PROSPECTUS  AND, IF       LIGHTPATH TECHNOLOGIES, INC       
GIVEN  OR  MADE,  SUCH  INFORMATION  OR                                         
REPRESENTATION  MUST NOT BE RELIED UPON                                         
AS  HAVING  BEEN   AUTHORIZED   BY  THE                                         
COMPANY   OR  ANY   UNDERWRITER.   THIS                                         
PROSPECTUS DOES NOT CONSTITUTE AN OFFER                                         
TO SELL OR A  SOLICITATION  OF AN OFFER                                         
TO BUY ANY OF THE . SECURITIES  OFFERED                                         
HEREBY BY ANYONE IN ANY JURISDICTION IN                                         
WHICH SUCH OFFER OR SOLICITATION IS NOT                                         
AUTHORIZED   OR  IN  WHICH  THE  PERSON                                         
MAKING  SUCH OFFER OR  SOLICITATION  IS                                         
NOT QUALIFIED TO DO SO OR TO ANY PERSON                                         
TO WHOM  IT IS  UNLAWFUL  TO MAKE  SUCH                                         
OFFER   OR    SOLICITATION    IN   SUCH                                         
JURISDICTION.  NEITHER THE  DELIVERY OF                                         
THIS   PROSPECTUS  NOR  ANY  SALE  MADE                                         
HEREUNDER     SHALL,      UNDER     ANY                                         
CIRCUMSTANCES,  CREATE ANY  IMPLICATION             1,672,000 SHARES            
THAT THE INFORMATION  HEREIN IS CORRECT           CLASS A COMMON STOCK          
AS OF ANY TIME  SUBSEQUENT  TO THE DATE                                         
HEREOF OR THAT THERE HAS BEEN NO CHANGE                                         
IN THE  AFFAIRS  OF THE  COMPANY  SINCE                                         
SUCH DATE.                                             PROSPECTUS               

TABLE OF CONTENTS                                         
Page      
----      
Where You Can Find More                                                         
Information                       (ii)                                        
Prospectus Summary                    1                                         
The Offering                          6                                         
Risk Factors                          8                                         
Selling Shareholders                 17                                         
Use of Proceeds                      18                                         
Determination of Offering Price      18                                         
Plan of Distribution                 19                                         
Description of Securities            20                                         
Legal Matters                        20                                         
Experts                              20                                         
Interest of Named Experts                                                       
and Counsel                         20                                        
Indemnification                      21             December 18, 2000           

=======================================   ======================================

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘424B2’ Filing	Date	First	Last	Other Filings

	1/8/01	19
Filed on:	12/19/00
	12/18/00	1	25
	12/4/00	1
	11/10/00	19
	10/31/00	9	23	4
	9/30/00	3	19	10QSB
	9/20/00	4	6	8-K, 8-K/A
	8/7/00	16
	6/30/00	3	23	10KSB
	4/14/00	4	6	4, 8-K, 8-K/A
	6/30/99	23		10KSB40, 10KSB40/A
	10/13/97	23		DEF 14A, PRE 14A
	1/13/96	3	23
				List all Filings

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Filing Submission 0000950147-00-500274 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Lightpath Technologies Inc – ‘424B2’ on 12/19/00

On: Tuesday, 12/19/00, at 11:32am ET · Accession #: 950147-0-500274 · File #: 333-51474

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Dates Referenced Herein and Documents Incorporated by Reference

Prospectus — Rule 424(b)(2)
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