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):
November
28, 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.)
|
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
November 28, 2006, the stockholders of Precision Optics Corporation, Inc. (the
“Company”) approved the Company’s 2006 Equity Incentive Plan (the “2006
Incentive Plan”), which succeeds the Company’s Amended and Restated 1997 Equity
Incentive Plan (the “1997 Incentive Plan”). No further awards will be granted
under the 1997 Incentive Plan. The Company’s Board of Directors had previously
approved the 2006 Incentive Plan, subject to the approval of the stockholders.
The 2006 Incentive Plan allows for the grant of stock options to selected
employees, directors and other persons who provide services to the Company
or
its affiliates. A copy of the 2006 Incentive Plan is attached to this Form
8-K
as Exhibit 99.1
and is
incorporated herein by reference.
On
November 28, 2006, each of the Company’s non-executive directors, Edward A.
Benjamin, Joel R. Pitlor, Donald A. Major and Richard Miles, was granted a
nonstatutory option to purchase 10,000 shares of common stock of the Company
at
an exercise price of $0.25 per share under the 2006 Incentive Plan. The options
are immediately exercisable, will remain exercisable following a director's
departure from service and expire on November 28, 2016.
Michael
Pieniazek has agreed to serve full-time as the Company’s Vice-President and
Chief Financial Officer for a limited period of time. Mr. Pieniazek and the
Company had previously entered an employment offer letter providing for his
employment on a part-time basis, as reported on the Company’s Current Report on
Form 8-K filed on September 21, 2006.
Item
9.01. Financial
Statements and Exhibits.
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|
99.1 |
2006
Equity Incentive Plan
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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:
December 4, 2006
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By: |
/s/
Richard E. Forkey |
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Name:
Richard
E. Forkey |
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Title:
Chief
Executive Officer
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EXHIBIT
INDEX
| Exhibit
Number |
Description |
| 99.1 |
2006
Equity Incentive Plan
|