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):
April
13,
2006
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 1.01. ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT.
On
April 13, 2006, Precision Optics Corporation, Inc. (“POCI”) entered into
certain Purchase Agreements (each a “Purchase Agreement”) with institutional and
other accredited investors (the “Purchasers”) pursuant to which it sold an
aggregate of 8,450,000 shares (the “Shares”) of POCI’s common stock, par value
$0.01 per share (the “Common Stock”), at a price of $0.25 per share (the
“Private Placement”). The closing of the Private Placement occurred on
April 13, 2006.
Pursuant
to the Purchase Agreements, POCI has agreed to file a registration statement
with the Securities and Exchange Commission (the “Commission”) within
ten days after the closing of the Private Placement to register the resale
of the Shares. POCI has also agreed to use its commercially reasonable best
efforts to have the registration statement declared effective as soon as
possible.
The
foregoing description of the Private Placement and Purchase Agreement does
not
purport to be complete and is qualified in its entirety by reference to the
Form
of Purchase Agreement attached hereto as Exhibit 10.1, which is incorporated
herein by this reference.
ITEM 3.02. UNREGISTERED
SALES OF EQUITY SECURITIES.
The
Private Placement of the Shares on April 13, 2006 resulted in proceeds to POCI
of approximately $2,112,500.
The
Shares were offered and sold in the Private Placement to certain institutional
and other accredited investors without registration under the Securities Act,
or
state securities laws, in reliance on the exemptions provided by
Section 4(2) of the Securities Act and Regulation D promulgated
thereunder and in reliance on similar exemptions under applicable state laws.
Accordingly, the securities issued in the Private Placement have not been
registered under the Securities Act of 1933, as amended, and until so registered
the securities may not be offered or sold in the United States absent
registration or availability of an applicable exemption from registration
Additional
information regarding the Shares and the Private Placement is included under
Item 1.01 of this Current Report on Form 8-K and is incorporated herein by
reference.
ITEM
5.02 DEPARTURE
OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
PRINCIPAL OFFICERS.
As
of
April 10, 2006, Dr. Joseph N. Forkey was promoted to the position of Executive
Vice President and Chief Scientific Officer of POCI and was also elected
to the Board of Directors of POCI, to serve as a Class III director to hold
office until the annual meeting of stockholders in 2008.
Dr.
Forkey has been Chief Scientist since joining POCI in September 2003. Dr. Forkey
holds B.A. degrees in Mathematics and Physics from Cornell University, and
a
Ph.D. in Mechanical and Aerospace Engineering from Princeton University. Prior
to joining POCI, Dr. Forkey spent seven years at the University of Pennsylvania
Medical School as a postdoctoral fellow and research staff member.
For
the
past two years, Dr. Forkey has been paid an annual salary in his position as
Chief Scientist of $120,000. On June 13, 2005, Dr. Forkey was awarded an option
to purchase 560,400 shares of common stock of POCI, 30% (or 168,120 shares)
of
which were immediately exercisable and the remaining 70% (or 392,280 shares)
of
which will become exercisable upon attainment of certain financial management
milestones.
ITEM 8.01. OTHER
EVENTS.
On
April 19, 2006, POCI issued two press releases announcing (i) it had
entered into and closed the Purchase Agreement in connection with the Private
Placement, and (ii) the appointment of Dr. Forkey. The full text of the
POCI’s press release regarding the Private Placement is filed as
Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated
herein by reference. The full text of the POCI’s press release regarding
the appointment of Dr. Forkey is filed as Exhibit 99.2 to this Current
Report on Form 8-K, and is incorporated herein by reference.
ITEM 9.01. FINANCIAL
STATEMENTS AND EXHIBITS.
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10.1
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Form
of Purchase Agreement by and among POCI and each investor.
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99.1
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Press
Release issued by Precision Optics Corporation, Inc. on April 19,
2006.
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99.2
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Press
Release issued by Precision Optics Corporation, Inc. on April 19,
2006.
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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:
April 19, 2006
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By: |
/s/
R.
Michael Arbon |
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Name:
R.
Michael Arbon |
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Title: Chief
Financial Officer and Clerk
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EXHIBIT
INDEX
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Exhibit Number
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Description
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10.1
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Form
of Purchase Agreement by and among POCI and each
investor.
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99.1
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Press
Release issued by Precision Optics Corporation, Inc. on April 19,
2006.
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99.2
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Press
Release issued by Precision Optics Corporation, Inc. on April 19,
2006.
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