UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of
report (Date of earliest event reported):
June
16,
2005
PRECISION
OPTICS CORPORATION, INC.
(Exact
name of registrant as specified in its charter)
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Massachusetts
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001-10647
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04-2795294
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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22
East
Broadway, Gardner, Massachusetts 01440
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (978)
630-1800
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
June
16, 2005, Precision Optics Corporation, Inc. (the “Company”) received a letter
from The Nasdaq Stock Market (the “Notice’) notifying the Company that for the
30 consecutive trading days preceding the date of the Notice, the bid price
of
the Company’s common stock had closed below the $1.00 per share minimum required
for continued inclusion on The Nasdaq SmallCap Market pursuant to Nasdaq
Marketplace Rule 4310(c)(4). The Notice further stated that the Company has
been
provided 180 calendar days, or until December 13, 2005, to regain compliance
with the $1.00 per share bid price requirement in accordance with Nasdaq
Marketplace Rule 4310(c)(8)(D). To regain compliance with the bid price
requirement, the bid price of the Company’s common stock must close at or above
$1.00 per share for a minimum of ten consecutive trading days prior to December
13, 2005. If by December 13, 2005 the Company has not regained compliance
with
the minimum bid price requirement, the Company may be granted an additional
180
day grace period to regain compliance under applicable Nasdaq rules, provided
it
meets The Nasdaq SmallCap Market initial listing criteria (other than the
minimum bid price requirement) at that time.
The
Company intends to monitor the bid price for its common stock between now
and
December 13, 2005. If its common stock does not trade at a level that is
likely
to regain compliance, the Company’s Board of Directors will consider options
available to the Company to achieve compliance.
On
June
20, 2005, the Company issued a press release, attached to this Current Report
on
Form 8-K as Exhibit 99.1, reporting that it had received the Notice from
Nasdaq.
Item
9.01. Financial
Statements and Exhibits.
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(c)
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Exhibit Number |
Title |
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99.1 |
Press Release issued by Precision
Optics
Corporation, Inc. on June 20, 2005. |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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PRECISION
OPTICS CORPORATION, INC. |
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| Date:
June 20, 2005 |
By: |
/s/
Richard E. Forkey |
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Name: Richard
E. Forkey
Title:
Chairman,
President and
Chief
Executive Officer
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EXHIBIT
INDEX
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Exhibit Number
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99.1
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Press
Release issued by Precision Optics Corporation, Inc. on June 20,
2005.
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