Page 1 of 4 pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
PRECISION OPTICS CORPORATION, INC.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
740294202
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(CUSIP Number)
Michael T. Pieniazek
Precision Optics Corporation, Inc.
22 East Broadway
Gardner, MA 01440
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 1, 2007
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. |_|
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
CUSIP No. Page 2 of 4 pages
SCHEDULE 13D
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Joel R. Pitlor
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
4,243,797*
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 4,243,797*
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,243,797*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.0%**
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14 TYPE OF REPORTING PERSON
IN
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* This amount includes 29,378 shares of Common Stock of the Issuer which may be
acquired within sixty days of the date of the event requiring the filing of this
Amendment No. 1 to Schedule 13D upon the exercise of outstanding stock options
and 1,000,000 shares of Common Stock of the Issuer which may be acquired upon
exercise of an outstanding warrant, which is immediately exercisable.
** Percentage calculations are based on the number of shares of Common Stock
outstanding as of February 1, 2007 as disclosed in the Issuer's Registration
Statement on Form SB-2 filed with the Commission on March 16, 2007.
Page 3 of 4 pages
Except as set forth below, all previously reported Items remain unchanged.
Item 4. Purpose of Transaction.
Item 4 is hereby amended by adding the following paragraph immediately before
the final paragraph thereof:
The Issuer issued 10,000,000 shares of Common Stock and warrants to
purchase 10,000,000 shares of Common Stock on February 1, 2007 to certain
investors, including the Reporting Person, through a private placement (the
"2007 Private Placement"). Pursuant to that certain registration rights
agreement entered into by the Issuer, the Reporting Person and the other
investors in connection with the 2007 Private Placement (the "2007 Registration
Rights Agreement"), the Issuer agreed to file a registration statement on Form
SB-2 with the Commission to register the disposition of the shares of Common
Stock and the shares of Common Stock issuable upon the exercise of warrants
issued in the 2007 Private Placement. The Issuer agreed to keep the registration
statement effective until the earlier of (i) such time as all shares purchased
in the 2007 Private Placement have been sold, and (ii) the date on which the
shares may be resold by the purchasers without registration by reason of Rule
144(k) under the Securities Act. The foregoing description of the 2007
Registration Rights Agreement is qualified in its entirety by reference to such
agreement.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended in its entirety as follows:
As of the date set forth on the cover page, the Reporting Person has
beneficial ownership and sole voting and dispositive power with respect to
4,243,797 shares of Common Stock of the Issuer, which include 29,378 shares of
Common Stock of the Issuer which may be acquired within sixty days of the date
of the event requiring the filing of this Amendment No. 1 to Schedule 13D upon
the exercise of outstanding stock options and 1,000,000 shares of Common Stock
of the Issuer which may be acquired upon exercise of an outstanding warrant,
which is immediately exercisable. No other person has the right to receive or
the power to direct the receipt of dividends from , or the proceeds from the
sale of, any of the shares of Common Stock beneficially owned by the Reporting
Person.
Item 6. Contracts, Arrangements, Undertakings or Relationships With Respect to
Securities of the Issuer.
Item 6 is hereby amended by adding the following paragraph after the final
paragraph thereof:
The Reporting Person beneficially owns a warrant to purchase 1,000,000
shares of Common Stock of the Issuer which may be exercised at any time.
Page 4 of 4 pages
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each
of the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Dated: April 4, 2007
/s/ Joel R. Pitlor
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Joel R. Pitlor