SEC Comment Letter for LIGHTPATH TECHNOLOGIES INC (LPTH) (CIK 0000889971) (LPTH) — May 1, 2008
LIGHTPATH TECHNOLOGIES INC (LPTH) (CIK 0000889971)
Date: May 1, 2008 · CIK: 0000889971 · Accession: 0000000000-08-022630
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Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 6010 May 1, 2008 Mr. Dorothy M. Cipolla Chief Financial Officer Lightpath Technologies, Inc. 2603 Challenger Tech Court, Suite 100 Orlando, FL 32826 RE: Lightpath Technologies, Inc. Form 10-K for the fiscal year ended June 30, 2007 Filed October 1, 2007 File No. 0-27548
Dear Ms. Cipolla: We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document in future filings in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Pl ease be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Dorothy M. Cipolla Lightpath Technologies, Inc. May 1, 2008 Page 2 Form 10-K for the fiscal year ended June 30, 2007
Management’s Annual Report on Internal C ontrol over Financial Reporting, page 35
1. We note that you identified material wea knesses in your internal controls that resulted in “material adjustments” to your inventory and accrued liability accounts. Please describe to us in greater de tail the nature of these “out of period” adjustments and indicate th e periods effected. Your response should quantify the adjustment and clearly indicate the impact the adjustment had on the financial statements in the period in which the adjustment was made and the impact it would have had if made in the proper period. Please refe r to SAB 108 and SFAS 154 in your response. Notes to Consolidated Financial Statements, page F-8
Note 2 Summary of Significant Accounting Policies, page F-8
Revenue, page F-9
2. We note that you use the word generally when describing your revenue accounting policy. Please tell us and revise in future filings to include clear descriptions of your accounting policies which set forth the accounting you follow for each type of transaction you undertake, including those transactions you may not encounter frequently.
Note 17. Fourth Quarter Adjustment, page F-21
3. Please tell us more about the fourth quart er 2007 adjustment that you recorded to write-off obsolete inventory. We note that th e adjustment relates to a charge in fiscal 2006 that was incorrectly recorded back into inventory during the quarter ended September 30, 2006. Clearly indicate the impact the adjustment had on the financial statements in the period in which the adjustment was made and the impact it would have had on the financial st atements if made in the proper period. Please refer to SAB 108 and SFAS 154 in your response.
Certifications
4. We note that the certifications filed as Exhibits 31.1 and 31.2 were not in the proper form. For example, the certifying o fficer’s title should not follow the name in the first sentence. The required cert ifications must be in the exact form
Dorothy M. Cipolla Lightpath Technologies, Inc. May 1, 2008 Page 3 prescribed; the wording of the required cer tifications may not be changed in any respect, except as otherwise indicated in Commission statements or staff interpretations. Please refer to Section III of Management’s Reports on Internal Control Over Financial Reporting and Cer tification of Disclosure in Exchange Act Periodic Reports, SEC Release N o. 33-8238, available on our website at http://www.sec.gov/rules/final/33-8238.htm . Please revise in future filings as appropriate.
As appropriate, please respond to these co mments within 10 business days or tell us when you will provide us with a response. Please furnish a cover letter with your response that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please submit your cover letter on EDGAR. Pleas e understand that we may ha ve additional comments after reviewing your responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filings; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing.
Dorothy M. Cipolla Lightpath Technologies, Inc. May 1, 2008 Page 4 You may contact Dennis Hult, Staff Account ant, at (202) 551-3618 or me at (202) 551-3554 if you have questions regarding comm ents on the financial statements and related matters. In this regard, do not hesitate to contact Ma rtin James, Senior Assistant Chief Accountant, at (202) 551-3671. S i n c e r e l y , A n g e l a J . C r a n e Accounting Branch Chief
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 6010
May 1, 2008
Mr. Dorothy M. Cipolla Chief Financial Officer Lightpath Technologies, Inc. 2603 Challenger Tech Court, Suite 100 Orlando, FL 32826
RE: Lightpath Technologies, Inc.
Form 10-K for the fiscal year ended June 30, 2007
Filed October 1, 2007
File No. 0-27548
Dear Ms. Cipolla:
We have reviewed your filing and have the following comments. Where
indicated, we think you should revise your document in future filings in response to these comments. If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Pl ease be as detailed as necessary in your
explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may
raise additional comments. Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Dorothy M. Cipolla
Lightpath Technologies, Inc.
May 1, 2008 Page 2 Form 10-K for the fiscal year ended June 30, 2007
Management’s Annual Report on Internal C ontrol over Financial Reporting, page 35
1. We note that you identified material wea knesses in your internal controls that
resulted in “material adjustments” to your inventory and accrued liability
accounts. Please describe to us in greater de tail the nature of these “out of period”
adjustments and indicate th e periods effected. Your response should quantify the
adjustment and clearly indicate the impact the adjustment had on the financial
statements in the period in which the adjustment was made and the impact it
would have had if made in the proper period. Please refe r to SAB 108 and SFAS
154 in your response.
Notes to Consolidated Financial Statements, page F-8
Note 2 Summary of Significant Accounting Policies, page F-8
Revenue, page F-9
2. We note that you use the word generally when describing your revenue
accounting policy. Please tell us and revise in future filings to include clear
descriptions of your accounting policies which set forth the accounting you follow for each type of transaction you undertake, including those transactions you may not encounter frequently.
Note 17. Fourth Quarter Adjustment, page F-21
3. Please tell us more about the fourth quart er 2007 adjustment that you recorded to
write-off obsolete inventory. We note that th e adjustment relates to a charge in
fiscal 2006 that was incorrectly recorded back into inventory during the quarter
ended September 30, 2006. Clearly indicate the impact the adjustment had on the
financial statements in the period in which the adjustment was made and the
impact it would have had on the financial st atements if made in the proper period.
Please refer to SAB 108 and SFAS 154 in your response.
Certifications
4. We note that the certifications filed as Exhibits 31.1 and 31.2 were not in the
proper form. For example, the certifying o fficer’s title should not follow the name
in the first sentence. The required cert ifications must be in the exact form
Dorothy M. Cipolla
Lightpath Technologies, Inc.
May 1, 2008 Page 3
prescribed; the wording of the required cer tifications may not be changed in any
respect, except as otherwise indicated in Commission statements or staff
interpretations. Please refer to Section III of Management’s Reports on Internal
Control Over Financial Reporting and Cer tification of Disclosure in Exchange
Act Periodic Reports, SEC Release N o. 33-8238, available on our website at
http://www.sec.gov/rules/final/33-8238.htm
. Please revise in future filings as
appropriate.
As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response. Please furnish a cover letter with your
response that keys your responses to our comments and provides any requested
information. Detailed cover letters greatly facilitate our review. Please submit your
cover letter on EDGAR. Pleas e understand that we may ha ve additional comments after
reviewing your responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the
filings;
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
Dorothy M. Cipolla
Lightpath Technologies, Inc. May 1, 2008 Page 4
You may contact Dennis Hult, Staff Account ant, at (202) 551-3618 or me at (202)
551-3554 if you have questions regarding comm ents on the financial statements and
related matters. In this regard, do not hesitate to contact Ma rtin James, Senior Assistant
Chief Accountant, at (202) 551-3671. S i n c e r e l y , A n g e l a J . C r a n e Accounting Branch Chief