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):
June
25,
2008
PRECISION
OPTICS CORPORATION, INC.
-----------------------------------------------------------
(Exact
name of registrant as specified in its charter)
|
Massachusetts
|
001-10647
|
04-2795294
|
|
------------------
|
------------------
|
---------------
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File
Number)
|
(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
June
25, 2008, Precision Optics Corporation, Inc. ("POCI" or the "Company") entered
into a Purchase Agreement (the "Purchase Agreement") with institutional and
other accredited investors (the "Investors") pursuant to which it sold an
aggregate of $600,000 of 10% Senior Secured Convertible Notes (the "Notes"),
which are convertible into an aggregate of 12,000,000 shares of POCI’s common
stock, par value $0.01 per share (the "Common Stock"), at a conversion price
of
$0.05 per share, and warrants to purchase an aggregate of 7,920,000 shares
of
Common Stock at an exercise price of $0.07 per share (the "Warrants"). The
Investors are current stockholders of the Company. Interest accrues on the
Notes
at a rate of 10% per annum and is payable upon the earlier of conversion or
maturity of the Notes. The Notes mature on June 25, 2010, and the Warrants
expire on June 25, 2015. The Notes and Warrants are not convertible or
exercisable until the Company implements a reverse stock split, which requires
the approval of its stockholders and the effectiveness of an amendment to its
Articles of Organization to effect the reverse stock split (the "Amendment").
The closing of the sale of the Notes and Warrants (the "Private Placement")
occurred on June 25, 2008.
The
Purchase Agreement contains customary representations and warranties of the
Company and the Investors, and the Notes contain customary covenants binding
on
the Company and customary events of default. If
an
event of default occurs and is uncured within the allowable grace period, if
any, the Investors may declare all amounts under the Notes immediately due
and
payable and may pursue any other available remedies.
The
Notes
are secured by a pledge of POCI's assets under the terms of a Pledge and
Security Agreement (the "Pledge and Security Agreement") and the security
documents ancillary thereto.
Pursuant
to a Registration Rights Agreement (the "Registration Rights Agreement") entered
into with the Investors on June 25, 2008, POCI has agreed to file a registration
statement with the Securities and Exchange Commission (the "Commission") by
the
earlier of (i) two days
following the effectiveness of the Amendment and (ii) December 15, 2008 to
register the resale of the Common Stock issuable upon the conversion of the
Notes and the exercise of the Warrants, plus the Common Stock issuable in lieu
of cash interest on the Notes. POCI has also agreed to use its commercially
reasonable efforts to have the registration statement declared effective as
soon
as practicable after filing and has agreed to take certain other actions related
to the effectiveness of the registration statement.
The
foregoing descriptions of the Purchase Agreement, the Registration Rights
Agreement and the Pledge and Security Agreement do not purport to be complete
and are qualified in their entirety by reference to the Purchase Agreement
attached hereto as Exhibit 10.1, the Registration Rights Agreement attached
hereto as Exhibit 4.1, the form of warrant attached hereto as Exhibit 4.2,
the
form of 10% Senior Secured Convertible Notes attached hereto as Exhibit 4.3,
and
the Pledge and Security Agreement attached hereto as Exhibit 10.2, which are
incorporated herein by reference.
ITEM 2.03. CREATION
OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET
ARRANGEMENT OF A REGISTRANT.
See
Item
1.01 above. The information included in Item 1.01 of this current report on
Form
8-K is incorporated by reference into this Item 2.03.
ITEM 3.02. UNREGISTERED
SALES OF EQUITY SECURITIES.
The
Private Placement resulted in gross proceeds to POCI of $600,000.
The
Notes
and Warrants were offered and sold in the Private Placement to a limited number
of institutional and other accredited investors without registration under
the
Securities Act, or state securities laws, in reliance on the exemptions provided
by Regulation D promulgated thereunder. 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 Private Placement and the securities issued is
included under Item 1.01 of this current report on Form 8-K and is incorporated
into this Item 3.02 by reference.
ITEM 9.01. FINANCIAL
STATEMENTS AND EXHIBITS.
|
|
4.1
|
Registration
Rights Agreement by and among Precision Optics Corporation, Inc.
and each
investor named therein, dated June 25,
2008.
|
| |
4.2
|
Form
of Warrant.
|
| |
|
|
| |
4.3
|
Form
of 10% Senior Secured Convertible Note.
|
| |
|
|
| |
10.1
|
Purchase
Agreement by and among Precision Optics Corporation, Inc. and each
investor named therein, dated June 25,
2008.
|
| |
10.2
|
Pledge
and Security Agreement by and among Precision Optics Corporation,
Inc. and
each investor named therein, dated June 25,
2008.
|
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.
|
Date:
June 27, 2008
|
PRECISION
OPTICS CORPORATION, INC.
By: /s/
Michael T.
Pieniazek
Name: Michael
T. Pieniazek
Title: Chief
Financial Officer and Clerk
|
EXHIBIT
INDEX
| Exhibit
No. |
Description |
| |
|
|
|
|
4.1
|
Registration
Rights Agreement by and among Precision Optics Corporation, Inc.
and each
investor named therein, dated June 25,
2008.
|
| |
4.2
|
Form
of Warrant.
|
| |
|
|
| |
4.3
|
Form
of 10% Senior Secured Convertible Note.
|
| |
|
|
| |
10.1
|
Purchase
Agreement by and among Precision Optics Corporation, Inc. and each
investor named therein, dated June 25,
2008.
|
| |
10.2
|
Pledge
and Security Agreement by and among Precision Optics Corporation,
Inc. and
each investor named therein, dated June 25,
2008.
|