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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)
January 5, 2023
PRECISION
OPTICS CORPORATION, INC.
(Exact name of registrant as specified in its charter)
| Massachusetts |
|
001-10647 |
|
04-2795294 |
| (State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
| of incorporation) |
|
File Number) |
|
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
N/A
(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):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to
Section 12(b) of the Act: None
Securities registered pursuant to
Section 12(g) of the Act:
| Title of each class |
|
Trading symbol(s) |
|
Name of each exchange on which registered |
| Common stock, $0.01 par value |
|
POCI |
|
The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Daniel S. Habhegger has served as Chief Financial
Officer (CFO) of Precision Optics Corporation, Inc. (the “Company”) since December 2, 2019. Mr. Habhegger has informed the
Company of his acceptance of employment with another company. Mr. Habhegger will remain an employee of the Company, serving in a reduced
capacity as Senior Vice President, Finance (including as principal financial officer and principal accounting officer) until the Company
files its Form 10-Q report for its fiscal quarter ended December 31, 2022. During this interim period of employment, Mr. Habhegger will
be compensated at the rate of $96.15 per hour and will continue to be eligible for benefits, including insurance coverage through the
Company’s insurance plans. Subject to fulfilling his stated responsibilities as Senior Vice President, Finance through at least
February 14, 2023, the Company has agreed to extend the post-termination period for exercise of Mr. Habhegger’s vested Company stock
options until January 15, 2025.
Commencing January 7, 2023, the Company has hired
E. Kevin Dahill, age 75, as its Interim CFO. Mr. Dahill will be compensated at $2,500 per week, will be entitled to participate in employee
benefit plans offered by the Company, and has been granted a stock option under the 2021 Equity Incentive Plan to purchase up to 4,000
shares of Common Stock at a price equal to the closing share price on January 5, 2023, with immediate vesting.
Mr. Dahill has senior executive and director experience
across multiple industries, primarily with technology-based businesses. He formerly served as Chief Operating Officer of Spotted Dog Technology
(2018-2019) and President of Startrak, LLC (2010-2011). He served as Interim Chief Financial Officer and Chief Financial Officer, respectively,
at Affinity Solutions, Inc. (2008-2010) and Avero, LLC (2003-2006). Between June 2002 and September 2021, Mr. Dahill was retained as a
contract Agent by the U.S. Small Business Administration as Receiver, acting as replacement General Partner for numerous Small Business
Investment Companies (SBICs). In the course of his career Mr. Dahill has executed initial public offerings (IPOs) for three different
technology-based businesses in the role of CFO (Mobius Management Systems, Inc. in 1998; EIS International, Inc. in 1993; and Iomega Corporation
in 1983). He presently serves on the Board of Directors of Physician Software Systems, Inc. (2011 to present), and in recent years served
as a Director of Tripleseat, Inc. (2008-2020); Rustic Crust, LLC (2017-2018); Baja Fresh Enterprises (2010-2016); and NEPS, Inc. (2014-2016).
Mr. Dahill received a B.S. in Mechanical Engineering from Notre Dame University, an M.S. in Mechanical Engineering from Georgia Institute
of Technology, and an M.S. in Management from the Sloan School of Management (MIT).
From July 2013 to November 2014, Mr. Dahill served
as a finance and operations consultant to the Company.
The Company has initiated a search for a permanent
CFO.
(e) The terms of Mr. Habhegger’s part-time
employment arrangement are the subject of an offer letter dated January 5, 2023; and the terms of Mr. Dahill’s part-time employment
arrangement are the subject of an offer letter dated January 5, 2023.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits
SIGNATURES
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.
| |
PRECISION OPTICS CORPORATION, INC. |
| |
|
| |
|
| Date: January
5, 2023 |
By: |
/s/ Joseph
N. Forkey |
| |
|
Name:
Joseph N. Forkey
Title: President |
Exhibit 10.1
 |
PRECISION OPTICS CORPORATION
22 EAST BROADWAY
GARDNER, MASSACHUSETTS 01440-3338
Telephone 978 / 630-1800
Telefax 978 / 630-1487 |
POC23-0001
Daniel Habhegger
8 Jericho Road
Pelham, NH 03076
Dear Dan:
This letter summarizes the terms we have agreed
upon for an interim arrangement by which Precision Optics Corporation will retain your services as Senior Vice President Finance at least
until POC files its 10Q covering the fiscal period ending December 31, 2022.
Your last day as a full-time employee at Precision Optics Corporation
will be January 6, 2023. After January 6, 2023, you agree to be available on an as-needed basis to help with corporate accounting/finance
activities. We understand that your availability may be limited. Your role and responsibilities will include the roles of principal financial
officer and principal accounting officer through February 14, 2023, with all associated responsibilities under Securities and Exchange
Commission regulations and Nasdaq requirements. You agree to, among other responsibilities, review and approve the company’s 10Q
report for the fiscal period ending December 31, 2022, which is expected to be filed on February 14, 2023. You also agree to execute any
documents associated with the 10Q (eg, auditors rep letter and officer certifications) and to discuss the 10Q with management, the Board
and the Company’s accountants and attorneys. You acknowledge that you will continue to be deemed a Section 16 officer throughout
your remaining employment with the Company and will abide by Company policies on trading of company stock and on the filing of SEC reports
regarding option exercises and other acquisitions or dispositions of Company stock. During the period of this interim arrangement, you
authorize Company management to continue to show you as an approved signatory on, and (under my supervision) to continue to use your signature
stamp to issue checks from, our corporate checking accounts.
Beginning on January 7, 2023, you will be paid at an hourly rate of
$96.15. As a continuing employee, you will continue to be paid through our normal payroll process, including the Company’s payment
of the employer share of FICA taxes and to withhold for employee FICA taxes per your amended instructions on Form W-4. You will continue
to earn sick leave, pursuant to the Earned Sick Time Law, but will not accrue any additional vacation. You will be allowed to use vacation
and sick time in accordance with company policies until the amounts accrued are exhausted. As long as you continue to work at least 30
hours per week (inclusive of paid time off used by you), you will continue to be eligible for benefits including insurance coverage through
the company’s insurance plans. Under this part-time arrangement, you agree to maintain and submit accurate records of the hours
you have worked and you authorize the Company to credit your paid time off for the balance of any hours needed to satisfy your agreed
minimum of 30 hours per week.
This interim arrangement will continue until
we mutually agree to end the arrangement, with an expectation that this arrangement will continue at least until February 14, 2023.
Provided you continue to fulfill the responsibilities of SVP Finance
and assist with filing of the referenced 10Q report as the Company’s principal financial officer and principal accounting officer,
and upon approval by the Company’s Board of Directors or Compensation Committee, the post-termination period for the exercise of
Company stock options owned by you (to the extent vested by January 7, 2023) will be extended until January 15, 2025.
I want to thank you for your willingness to
work with us during this transition. I am disappointed that you will be leaving POC, but I wish you well in
your future endeavors.
Best Regards,
/s/ Joseph N. Forkey
Joseph N. Forkey
Chief Executive Officer
Acceptance
I, Daniel Habhegger, hereby accept the offer of modified
employment terms as herein stated.
/s/ Daniel Habhegger
Signature
1/5/2023
Date
Exhibit 10.1
| |
PRECISION OPTICS CORPORATION
22 EAST BROADWAY
GARDNER, MASSACHUSETTS 01440-3338
Telephone 978 / 630-1800
Telefax 978 / 630-1487 |
POC 23-0002
Kevin Dahill
137 Hollow Tree Ridge Road
Darien, CT 06820
Dear Kevin:
We are very
pleased to offer you employment at Precision Optics Corporation, Inc. (“POC” or the “Company” or “we”).
Your employment is subject to the terms and conditions set forth in this letter. Subject to those conditions, your anticipated start
date is Saturday, January 7, 2023.
Position: This offer is for the position of Interim Chief Financial
Officer (“Interim CFO”). Your responsibilities will be those typically associated with an Interim CFO position with the understanding,
however, that only on and after February 15, 2023, will your responsibilities include those of the principal financial officer and principal
accounting officer of POC for purposes of applicable Securities and Exchange Commission regulations and Nasdaq requirements. It is mutually
understood that your employment will run at least through May 15, 2023.
As Interim CFO, you will perform duties and responsibilities that are
commensurate with such position and such other duties that may be assigned to you from time to time. You will report to Joseph Forkey,
POC’s Chief Executive Officer, and to the Board of Directors of the Company. The position of Interim CFO will be a part-time, exempt
position. You will be expected to work from time-to-time on-site in our Gardner, MA office.
You will be expected to devote sufficient time and effort to the performance
of your duties and responsibilities for POC, and to abide by all POC policies and procedures.
At-Will Employment: Your employment with POC will be at-will,
meaning you or POC may terminate the employment relationship at any time, for any reason, with or without notice. Should POC decide to
terminate your employment without cause prior to May 15, 2023, POC will issue severance payments in the amount of, and in lieu of, your
usual salary to be paid from your termination date through and including May 15, 2023. The at-will nature of your employment may only
be changed by an express written agreement signed by you and POC’s Chief Executive Officer.
Compensation: In consideration of your services, you will be
paid a salary at a rate of $2,500 per week. Payroll will be paid every other week on our customary payroll dates. Payments will reflect
all applicable deductions including payroll taxes and will be payable in accordance with the regular payroll practices of Precision Optics
Corporation.
In addition, upon approval of the Board of Directors, you will be provided
a one-time option award of a non-statutory stock option to purchase 4,000 shares of Common Stock, with the exercise price equal to closing
price on the date of grant, vesting upon commencement of employment.
Benefits: You will be eligible to participate in the employee
benefit plans and programs generally available to POC’s employees. A list of current employee benefits will be provided to you.
POC reserves the right to amend, modify or terminate any of its benefit plans or programs at any time and for any reason.
Conditions of Employment: This offer of employment is contingent
upon verification of your right to work in the United States, as demonstrated by your completion of an 1-9 form upon hire and your submission
of acceptable documentation (as noted on the 1-9 form) verifying your identity and work authorization within three days of your start
date. In addition, this offer is contingent on your execution of the Company’s “Employee Proprietary Information Agreement”
and “Confidential Information and Invention Agreement.” This offer will be withdrawn if the above conditions are not satisfied.
By signing below to accept this offer of employment, you give us assurance
that you have not relied on any agreement or representation, express or implied, with respect to your employment that is not set forth
expressly in this letter. You also represent that you are able to accept this job and carry out the work that it would involve without
breaching any legal restrictions on your activities, such as non-competition, non-solicitation or other work-related restrictions imposed
by a current or former employer. You also confirm that you will inform POC about any such restrictions and provide POC with as much information
about them as possible.
Kevin, we are looking forward to
having you join the team. Please do not hesitate to contact us if you have any questions.
Very truly yours,
/s/
Joseph N. Forkey
Joseph
N. Forkey
Chief
Executive Officer
Employee
Acceptance
I, Kevin
Dahill, hereby accept the offer of employment as herein stated.
/s/ Kevin Dahill
Signature
Jan 5,
2023
Date