================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-K ---------- PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 31, 2002 COMMISSION FILE NUMBER 000-27548 LIGHTPATH TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 86-0708398 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3819 OSUNA, NE 87109 ALBUQUERQUE, NEW MEXICO (ZIP CODE) (Address of principal executive offices) Registrant's telephone number, including area code: (505) 342-1100 ================================================================================ LIGHTPATH TECHNOLOGIES, INC. FORM 8-K ITEM 7. EXHIBITS. Exhibit Description ------- ----------- 99.1 Press release dated January 31, 2002, announcing second quarter fiscal 2002 financial results. ITEM 9. REGULATION FD DISCLOSURE The information in this report is being furnished pursuant to Regulation FD. In accordance with General Instruction B.2 of Form 8-K, the information in this report shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1934, as amended. The furnishing of the information set forth in this report is not intended to, and does not, constitute a determination or admission as to the materiality or completeness of such information. On January 31, 2002, LightPath Technologies, Inc. a Delaware corporation (the "Company"), issued a press release announcing, among other things, second quarter fiscal 2002 financial results. A copy of the Company's press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed in its behalf by the undersigned, thereunto duly authorized. LIGHTPATH TECHNOLOGIES, INC. By: /s/ Donna Bogue February 4, 2002 -------------------------------- DONNA BOGUE CFO AND TREASURER