LightPath Technologies, Inc.; Schedule 13G
United States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Under the Securities
Exchange Act of 1934
| LightPath Technologies, Inc. |
|
| (Name of Issuer) |
| Class A Common Stock |
|
| (Title of Class of
Securities) |
| June 1, 2005 |
|
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
* The remainder of this cover page
shall be filled out for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosure provided in a prior cover page.
The information required in the
remainder of this cover page shall not be deemed to be “filed” for the purpose
of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
| CUSIP No. 532257805 |
SCHEDULE 13G |
|
(1) Names of reporting persons.
I.R.S. identification Nos. of above persons (entities only). |
Shadow Capital, LLC (48-1196021) |
(2) Check the appropriate box if a member of a group
(see instructions) |
(a) |
| (b) |
| (3) SEC use only. |
|
| (4) Citizenship or place of organization. |
Kansas |
| Number of shares beneficially owned by each reporting
person with: |
|
| (5) Sole voting power. |
419,565 |
| (6) Shared voting power. |
0 |
| (7) Sole dispositive power. |
419,565 |
| (8) Shared dispositive power. |
0 |
| (9) Aggregate amount beneficially owned by each
reporting person. |
419,565 |
(10) Check if the aggregate amount in Row (9) excludes
certain
shares (see instructions). |
|
| (11) Percent of class represented by amount in Row (9). |
11.4% |
| (12) Type of reporting person (see instructions). |
OO |
| Item 1. |
|
| |
|
| (a) |
Name of issuer: |
| |
|
| |
LightPath Technologies, Inc. |
| |
|
| (b) |
Address of issuer's principal executive offices: |
| |
|
| |
2603 Challenger Tech Court, Suite 100, Orlando, FL 32826 |
| |
|
| Item 2. |
|
| |
|
| (a) |
Name of person filing: |
| |
|
| |
Shadow Capital, LLC |
| |
|
| (b) |
Address of principal business office or, if none, residence: |
| |
3601 SW 29th Street, Topeka, KS 66614 |
| |
|
| (d) |
Title of class of securities: |
| |
|
| |
Class A Common Stock |
| |
|
| CUSIP No. 532257805 |
SCHEDULE 13G |
|
Item 3. If this statement is
filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the
person filing is a: N/A
| (a) |
[_] |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) |
[_] |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) |
[_] |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c). |
| (d) |
[_] |
Investment company registered under section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8). |
| (e) |
[_] |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) |
[_] |
An employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
| (g) |
[_] |
A parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G). |
| (h) |
[_] |
A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
| (i) |
[_] |
A church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) |
[_] |
Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership
Provide the following information
regarding the aggregate number and percentage of the class of securities of the issuer
identified in Item 1.
| (a) |
Amount beneficially owned: |
| |
|
| |
419,565 |
| |
|
| (b) |
Percent of class: |
| |
|
|
11.4% |
|
|
| (c) |
Number of shares as to which such person has: |
| |
(i) Sole power to vote or to direct the vote |
419,565
|
| |
(ii) Shared power to vote or to direct the vote |
0
|
| |
(iii) Sole power to dispose or to direct the disposition of |
419,565
|
| |
(iv) Shared power to dispose or to direct the disposition of |
0
|
| CUSIP No. 532257805 |
SCHEDULE 13G |
|
| Item 5. |
Ownership of Five Percent or Less of a Class. If this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than 5 percent of the class of securities, check the following. [_]
N/A |
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. If any other
person is known to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, such securities, a statement to that
effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the
shareholders of an investment company registered under the Investment Company Act of 1940
or the beneficiaries of employee benefit plan, pension fund or endowment fund is not
required. N/A |
| |
|
| |
|
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on by the Parent Holding Company or Control Person. If a parent holding
company or control person has filed this schedule pursuant to
Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating
the identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company or control person has filed this schedule pursuant to Rule 13d-1(c)
or Rule 13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary. N/A |
| |
|
| |
|
| Item 8. |
Identification and Classification of Members of the Group. If a group has
filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j)
and attach an exhibit stating the identity and Item 3 classification of each member of the
group. If a group has filed this schedule pursuant to Rule 13d-1(c) or
Rule 13d-1(d), attach an exhibit stating the identity of each member of the group. N/A |
| |
|
| |
|
| Item 9. |
Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the
dissolution and that all further filings with respect to transactions in the security reported on will be filed. If
required, by members of the group, in their individual capacity. See Item 5. N/A |
| |
|
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|
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(a) |
The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
N/A |
| |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect. |
| |
(b) |
The following certification shall be included if the statement
is filed pursuant to §240.13d-1(c): |
| CUSIP No. 532257805 |
SCHEDULE 13G |
|
| |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Dated:
June 10, 2005
|
|
/s/ Kent Garlinghouse
|
|
|
Signature |
|
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Kent Garlinghouse, Manager
|
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|
Name/Title |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of
the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement,
Provided, however, That a power of attorney for this purpose which is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.