UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
October 31, 2011
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
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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22 East Broadway, Gardner, Massachusetts
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01440
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(Address of principal executive offices)
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(Zip Code)
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(978) 630-1800
(Registrant’s telephone number, including area code)
Not applicable.
(Former name or former address, if changed since last report)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
On June 25, 2008, we entered into a Purchase Agreement, as amended on December 11, 2008, with certain accredited investors (the “Investors”) pursuant to which we sold an aggregate of $600,000 of 10% Senior Secured Convertible Notes (the “Notes”). The Investors amended the Notes on several dates to extend the “Stated Maturity Date” of the Notes. On October 31, 2011, the Investors further amended the Notes to extend the “Stated Maturity Date” to December 15, 2011. We believe the Investors will continue to work with us to reach a positive outcome on the Note repayment.
This report contains forward-looking statements. Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements related to our future activities or future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by our management. These statements are not guarantees of future performances and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in our Annual Report on Form 10-K and in other documents that we file from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this report, except as required by law.
The foregoing description of the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Note and Side Letter Agreement, filed as Exhibits 4.1 and 10.1 respectively, to this report. The foregoing description of the Endorsements is qualified in its entirety by reference to the full text of the Endorsements filed as Exhibits 10.2, 10.3, and 10.4 to this report.
Item 9.01 Financial Statements and Exhibits.
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4.1
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Form of 10% Senior Secured Convertible Note, dated June 25, 2008 (included as Exhibit 4.3 to the Form 8-K filed June 27, 2008 and incorporated herein by reference).
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10.1
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Side Letter Agreement between the Company and the holders signatory to the 10% Senior Convertible Note, dated December 11, 2008 (included as Exhibit 10.15 to the Form S-1 filed on December 18, 2008, and incorporated herein by reference).
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10.2
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Endorsement to 10% Senior Secured Convertible Note by the Company, dated October 31, 2011, and accepted by Special Situations Private Equity Fund, L.P. (filed herewith).
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10.3
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Endorsement to 10% Senior Secured Convertible Note by the Company, dated October 31, 2011, and accepted by Special Situations Fund III QP, L.P. (filed herewith).
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10.4
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Endorsement to 10% Senior Secured Convertible Note by the Company, dated October 31, 2011, and accepted by Arnold Schumsky (filed herewith).
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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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(Registrant)
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Date
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November 3, 2011
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/s/ Joseph N. Forkey
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(Signature)
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Name:
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Joseph N. Forkey
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Title:
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Chief Executive Officer
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EXHIBIT 10.2
ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE
Precision Optics Corporation, Inc.
New York, New York
October 31, 2011
The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010 and December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011, March 31, 2011, April 14, 2011, April 29, 2011, May 13, 2011, June 3, 2011, June 28, 2011, July 6, 2011, July 20, 2011, July 25, 2011, July 27, 2011, August 31, 2011, and September 30, 2011 (the “
Note
”) of Precision Optics Corporation, Inc., a Massachusetts corporation (the “
Company
”), payable to the order of Special Situations Private Equity Fund, L.P. (the “
Holder
”) in an aggregate principal amount of $275,000 and to which the Endorsement is affixed is hereby amended in the following respects:
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1.
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The term “Stated Maturity Date” is hereby restated to be “December 15, 2011.”
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2.
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Except as expressly amended by this Endorsement, the Note remains in full force and effect and the Company hereby reconfirms its obligations thereunder.
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IN WITNESS WHEREOF, the Company has caused this Endorsement to be duly executed, and the Holder has caused this Endorsement to be duly accepted, by their respective duly authorized representatives as of the day and year first above written.
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PRECISION OPTICS CORPORATION, INC.
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By
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/s/ Joseph N. Forkey
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Name: Joseph N. Forkey
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Title: Chief Executive Officer
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Accepted:
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SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P.
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By:
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/s/ David Greenhouse
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Name: David Greenhouse
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Title: General Partner
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EXHIBIT 10.3
ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE
Precision Optics Corporation, Inc.
New York, New York
October 31, 2011
The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010, and December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011, March 31, 2011, April 14, 2011, April 29, 2011, May 13, 2011, June 3, 2011, June 28, 2011, July 6, 2011, July 20, 2011, July 25, 2011, July 27, 2011, August 31, 2011, and September 30, 2011 (the “
Note
”) of Precision Optics Corporation, Inc., a Massachusetts corporation (the “
Company
”), payable to the order of Special Situations Fund III, QP, L.P. (the “
Holder
”) in an aggregate principal amount of $275,000 and to which the Endorsement is affixed is hereby amended in the following respects:
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1.
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The term “Stated Maturity Date” is hereby restated to be “December 15, 2011.”
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2.
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Except as expressly amended by this Endorsement, the Note remains in full force and effect and the Company hereby reconfirms its obligations thereunder.
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IN WITNESS WHEREOF, the Company has caused this Endorsement to be duly executed, and the Holder has caused this Endorsement to be duly accepted, by their respective duly authorized representatives as of the day and year first above written.
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PRECISION OPTICS CORPORATION, INC.
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By
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/s/ Joseph N. Forkey
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Name Joseph N. Forkey
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Title: Chief Executive Officer
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Accepted:
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SPECIAL SITUATIONS FUND III QP, L.P.
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By:
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/s/ David Greenhouse
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Name: David Greenhouse
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Title: General Partner
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EXHIBIT 10.4
ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE
Precision Optics Corporation, Inc.
New York, New York
October 31, 2011
The 10% Senior Secured Convertible Note dated June 25, 2008 and amended December 11, 2008, June 25, 2010, July 26, 2010, September 15, 2010, October 15, 2010, November 15, 2010, November 30, 2010, December 1, 2010, December 3, 2010 and December 17, 2010, January 10, 2011, January 24, 2011, February 7, 2011, February 25, 2011, March 11, 2011, March 31, 2011, April 15, 2011, April 29, 2011, May 13, 2011, June 3, 2011, June 28, 2011, July 6, 2011, July 20, 2011, July 25, 2011, July 27, 2011, August 31, 2011, and September 30, 2011 (the “
Note
”) of Precision Optics Corporation, Inc., a Massachusetts corporation (the “
Company
”), payable to the order of Arnold Schumsky (the “
Holder
”) in an aggregate principal amount of $50,000 and to which this Endorsement is affixed is hereby amended in the following respects:
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1.
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The term “Stated Maturity Date” is hereby restated to be “December 15, 2011.”
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2.
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Except as expressly amended by this Endorsement, the Note remains in full force and effect and the Company hereby reconfirms its obligations thereunder.
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IN WITNESS WHEREOF, the Company has caused this Endorsement to be duly executed, and the Holder has caused this Endorsement to be duly accepted, by their respective duly authorized representatives as of the day and year first above written.
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PRECISION OPTICS CORPORATION, INC.
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By
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/s/ Joseph N. Forkey
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Name: Joseph N. Forkey
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Title: Chief Executive Officer
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Accepted:
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/s/ Arnold Schumsky
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Arnold Schumsky
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