8-K

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) February 7, 2011

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)

(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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-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, 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 February 7, 2011, the Investors further amended the Notes to extend the “Stated Maturity Date” to February 25, 2011.  We believe the Investors will continue to work with us to reach a positive outcome on the Note repayment.

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, incorporated by reference 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 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 8, 2011, Richard E. Forkey resigned as our Chief Executive Officer, President and Chairman of the  Board of Directors.  Richard E. Forkey will remain as a Director on the Board and will remain in an executive position as Advisor to the Chief Executive Officer.

On February 8, 2011, Dr. Joseph N. Forkey was appointed Chief Executive Officer and Chairman of the Board of Directors.   Dr. Joseph N. Forkey has been our Executive Vice President and Chief Scientific Officer since April 2006 and was our Chief Scientist from September 2003 to April 2006.  Dr. Forkey has been a Director since 2006.  Since joining us, he has been involved in general technical and management activities of our Company, as well as investigations of opportunities that leverage our newly developed technologies.  Dr. Forkey holds B.A. degrees in Mathematics and Physics from Cornell University, and a Ph.D in Mechanical and Aerospace Engineering from Princeton University.  Prior to joining us, Dr. Forkey spent seven years at the University of Pennsylvania Medical School as a postdoctoral fellow and research staff member.  Dr . Forkey is the son of Richard E. Forkey.

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 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 docume nts 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.

Item 9.01 Financial Statements and Exhibits.

4.1	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).
10.1	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).
10.2	Endorsement to 10% Senior Secured Convertible Note by the Company, dated February 7, 2011, and accepted by Special Situations Private Equity Fund, L.P. (filed herewith).
10.3	Endorsement to 10% Senior Secured Convertible Note by the Company, dated February 7, 2011, and accepted by Special Situations Fund III QP, L.P. (filed herewith).
10.4	Endorsement to 10% Senior Secured Convertible Note by the Company, dated February 7, 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.

		Precision Optics Corporation, Inc.
		(Registrant)
Date	February 11, 2011
		/s/ Joseph N. Forkey
		(Signature)
			Name:	Joseph N. Forkey
			Title:	President and Chief Executive Officer

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EX-10.2

EXHIBIT 10.2

ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE

Precision Optics Corporation, Inc.
New York, New York
February 7, 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 and January 24, 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:

1.The term “Stated Maturity Date” is hereby restated to be “February 25, 2011.”

2.Except as expressly amended by this Endorsement, the Note remains in full force and effect and the Company hereby reconfirms its obligations thereunder.

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.

		PRECISION OPTICS CORPORATION, INC.
		By	/s/ Richard E. Forkey
			Name: Richard E. Forkey
			Title: Chief Executive Officer
Accepted:
SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P.
By:	/s/ Adam Stettner
	Name: Adam Stettner
	Title: General Partner

EX-10.3

EXHIBIT 10.3

ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE

Precision Optics Corporation, Inc.
New York, New York
February 7, 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, December 17, 2010,  January 10, 2011 and January 24, 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:

1.The term “Stated Maturity Date” is hereby restated to be “February 25, 2011.”

2.Except as expressly amended by this Endorsement, the Note remains in full force and effect and the Company hereby reconfirms its obligations thereunder.

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.

		PRECISION OPTICS CORPORATION, INC.
		By	/s/ Richard E. Forkey
			Name: Richard E. Forkey
			Title: Chief Executive Officer
Accepted:
SPECIAL SITUATIONS FUND III QP, L.P.
By:	/s/ Adam Stettner
	Name: Adam Stettner
	Title: General Partner

EX-10.4

EXHIBIT 10.4

ENDORSEMENT TO 10% SENIOR SECURED CONVERTIBLE NOTE

Precision Optics Corporation, Inc.

New York, New York

February 7, 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, December 17, 2010, January 10, 2011 and January 24, 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:

1.            The term “Stated Maturity Date” is hereby restated to be “February 25, 2011.”

2.Except as expressly amended by this Endorsement, the Note remains in full force and effect and the Company hereby reconfirms its obligations thereunder.

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.

PRECISION OPTICS CORPORATION, INC.
By	/s/ Richard E. Forkey
	Name: Richard E. Forkey
	Title: Chief Executive Officer

Accepted:

/s/ Arnold Schumsky

Arnold Schumsky