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

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

September 15, 2006

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):

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 September 15, 2006, Precision Optics Corporation, Inc. (the “Company”) entered into an employment offer letter with Michael T. Pieniazek, under which Mr. Pieniazek will serve as Vice President and Chief Financial Officer of the Company. Mr. Pieniazek will be required to work five days every two-week period, and his annual salary will be $62,500. The terms of Mr. Pieniazek’s employment include a grant of 125,000 shares of common stock to vest over a five year period, and a pro rata share of the standard benefits offered to employees of the Company.

A copy of the employment offer letter executed by the Company and Mr. Pieniazek is filed as Exhibit 10.1 hereto.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(c) Michael T. Pieniazek was appointed as Chief Financial Officer of the Company, effective September 15, 2006. From 2005 to 2006, Mr. Pieniazek served as the Chief Financial Officer and President of MIP Solutions, Inc., a privately held technology company that develops commercial applications using molecularly imprinted polymers for the removal of targeted molecules from water. From 2002 to 2005, Mr. Pieniazek served as the Chief Financial Officer and President of Uromedical Diagnostic Inc., a privately held medical device company engaged in developing, manufacturing and marketing proprietary urology diagnostic products. From 1995 to 2001, Mr. Pieniazek served as the Chief Financial Officer, President and Treasurer of Equidyne Corporation, a publicly traded medical device company that develops, manufactures and markets needle-free drug delivery systems for subcutaneous and intramuscular injections.

A copy of the Company’s press release announcing the appointment of Mr. Pieniazek is filed as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(c)	Exhibit Number	Title
	10.1	Employment Offer Letter dated as of September 15, 2006 from Precision Optics Corporation, Inc. to Michael T. Pieniazek.
	99.1	Press Release issued by Precision Optics Corporation, Inc. on September 20, 2006.

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.
Date: September 21, 2006	By:	/s/ Richard E. Forkey
		Name:Richard E. Forkey
		Title:Chairman of the Board, Chief Executive Officer, President and Treasurer

EXHIBIT INDEX

Exhibit Number	Description
10.1	Employment Offer Letter dated as of September 15, 2006 from Precision Optics Corporation, Inc. to Michael T. Pieniazek.
99.1	Press Release issued by Precision Optics Corporation, Inc. on September 20, 2006.

EX-10.1

	Exhibit 10.1
	PRECISION OPTICS CORPORATION
	22 EAST BROADWAY
	GARDNER, MASSACHUSETTS 01440-3338
	Telephone 978 / 630-1800
	Telefax 978 / 630-1487

	POC26-0287
	September 15, 2006
Michael T. Pieniazek
13 Rutland Terrace
Worcester, Massachusetts 01609	Confidential
Dear Mr. Pieniazek:	Sent by: E-mail: mtpieniazek@yahoo.com

I am pleased to offer you the position of Vice President and Chief Financial Officer of Precision Optics Corporation, reporting directly to me, President and Chief Executive Officer and Joseph N. Forkey, Executive Vice President and Chief Scientific Officer.

If you accept our offer, we would like you to start as soon as your schedule permits. This position is scheduled to be on a five-day per two-week basis with flexibility as required by commitments and as worked out with your supervisors. Annual work days to be 130 work days. Your initial salary will be at the rate of $62,500 per year, less applicable deductions, payable in accordance with the regular payroll practices of the Company. Any days worked beyond the nominal 5 days or 40 hours per two-week period must be approved in advance by company management and will be at a daily rate of $480 per day. Five vacation days and six holidays will be paid per year for an aggregate of 11 paid absences per year. At the end of a 90-day period, a performance appraisal will be prepared and discussed with you.

Employee stock options are granted at the discretion of management and are subject to all applicable Government regulations. You will receive an initial stock option grant for 125,000 shares of common stock vested over 5 years in 6 equal installments beginning on your day of hire and continuing annually on the anniversary date. These stock options will be priced as of the closing price on your day of hire.

During your employment, you will be eligible to participate in general on a pro rata basis in all benefit plans made available by the Company from time to time to employees generally, subject to plan terms and generally applicable Company policies.

We currently have a tuition reimbursement plan, an excellent medical insurance package including Blue Cross/Blue Shield Blue Care Elect Preferred Value Plus or an HMO Blue New England, life insurance at one times your salary (to a maximum of $120,000), short and long term disability, and dental insurance. The Company currently pays 80% of the premium for insurance and the employee pays the remaining 20% in pre-tax dollars (except for disability insurance which is post tax dollars). This percentage split of costs may fluctuate as insurance costs, which are wholly unpredictable, fluctuate. In addition, you will be given the opportunity to participate in our 401(k) savings plan. Please note that employees earn vacation hours and holiday hours at pro rata by percent of base of 40 hour work week, the rate of full-time employees, and must work a minimum of 20 hours per week to be eligible for the Company’s full insurance benefits.

Michael T. Pieniazek  POC26-0287 

The Company is committed to providing a drug-free workplace and has established a drug-free workplace policy. All employees are required to strictly abide by this policy as a condition of employment.

You will be expected to devote your full business time and efforts for the nominal five-day per

two-week basis to the performance of your duties and responsibilities for the Company, and to abide by all Company policies and procedures, as in effect from time to time. As Chief Financial Officer, your overall responsibilities will include all activities related to all nominal CFO responsibilities of a publicly held, Nasdaq traded corporation including full small business “Sarbanes Oxley” requirements. This will include close interaction with our attorneys and outside independent public accountants. Further responsibilities include normal day-to-day support to management in financial and administrative policies of company operations, and other such duties as you may be assigned from time to time.

As a condition of your employment, you will be required to execute the Company's standard "Employee Proprietary Information Agreement".

Please note that this letter and your response are not meant to constitute a contract of employment for a specific term. This means that, if you accept this offer, you will retain the right to terminate your employment at any time and that the Company will retain a similar right. We do ask, however, that you give two weeks' written notice if you decide to resign. The Company will give you comparable notice, or pay in lieu of notice, if it initiates termination.

In accepting this offer, you give us assurance that you have not relied on any agreements or representations, express or implied, with respect to your employment that are not set forth expressly in this letter.

We are delighted with the prospects of your joining Precision Optics Corporation and look forward to your contributions.

Sincerely yours, 

/s/ Richard E. Forkey 

Richard E. Forkey 

Chairman and Chief Executive Officer  

REF:pg

Acceptance

I, Michael T. Pieniazek, hereby accept the offer of employment as herein stated. My start date will be September 15, 2006.

Signature:  /s/ Michael T. Pieniazek 

Date:  September 15, 2006 

EX-99.1

	Exhibit 99.1
	PRECISION OPTICS CORPORATION
	22 EAST BROADWAY
	GARDNER, MASSACHUSETTS 01440-3338
	Telephone 978 / 630-1800
	Telefax 978 / 630-1487

POC:26-0328

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NEWS RELEASE
FOR IMMEDIATE RELEASE	Wednesday, September 20, 2006

PRECISION OPTICS CORPORATION ANNOUNCES

ADDITIONS TO ITS SENIOR MANAGEMENT

GARDNER, Massachusetts - Precision Optics Corporation, Inc. (OTC Bulletin Board: POCI.OB), (“Precision Optics”) today announced the appointment of Michael T. Pieniazek as Vice President and Chief Financial Officer and Brian Spies as Director of Marketing. They are expected to play key roles in Precision Optics’ ongoing plans for future growth.

Michael T. Pieniazek, Vice President and Chief Financial Officer, brings over twenty-five years of broad international financial, operational and administrative management experience having served in various senior executive positions including President, Executive Vice President and Chief Financial Officer at several publicly-traded medical device and biotechnology companies, including, Equidyne Corporation, a California-based medical device company, Organogenesis Inc. and Uromedical Diagnostic Inc. Mr. Pieniazek began his career as an auditor with PriceWaterhouseCoopers LLP (formerly Coopers & Lybrand) and is a graduate of Villanova University where he received a Bachelor of Science in Accounting. Mr. Pieniazek has extensive experience in acquisitions, managing corporate structure in growing organizations, and evaluation and execution of debt and equity financing transactions.

Brian R. Spies, Director of Marketing, brings 25 years of medical device experience including Vice President of Marketing for Astra Tech, the dental implant division of AstraZeneca, Global Team Leader of Digital OR and Visualization for Smith & Nephew Endoscopy, and Director of Geographic Expansion and Business Development for Becton Dickinson Surgical Systems.  Mr. Spies has an undergraduate degree in Engineering from the University of Texas at Austin and an MBA from Columbia University in New York City. The addition of Mr. Spies to our staff is part of a broader strategy to pursue new markets for developing products and to expand our leadership presence in endoscopic and minimally invasive visualization.

We believe these new broader skill sets in marketing, acquisitions, and financial management will facilitate corporate growth commensurate with recent and ongoing new product offerings in advanced medical instruments including Lenslock^TM technology and new micro-precision^TM lens applications.

About Precision Optics

Precision Optics Corporation, a leading developer and manufacturer of advanced optical instruments since 1982, designs and produces high-quality medical instruments, optical thin film coatings, and other advanced optical systems. The Company’s medical instrumentation line includes laparoscopes, arthroscopes and endocouplers and a world-class product line of 3-D endoscopes for use in minimally invasive surgical procedures. The Company continues to advance products through technical innovation, including development of: the next generation (patent pending) of 3-D endoscopes; the extension of Lenslock™ technology (patent pending) to its entire line of endoscopes; instrumentation utilizing the Company’s micro-precision™ lens technology (patent pending) for optical components; assemblies and endoscopes under 1 mm. Precision Optics Corporation is registered to ISO 9001:2000, ISO 13485:2003, and CMDCAS Quality Standards, and complies with the FDA Good Manufacturing Practices and the European Union Medical Device Directive for CE Marking of its medical products. The Company’s Internet Website is www.poci.com.

Forward-looking statements contained in this news release, including those related to the future success of Company’s newly released products and products under development are made under "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and involve a number of risks and uncertainties that could materially affect future results. These risks and uncertainties, many of which are not within the Company’s control, include, but are not limited to, the uncertainty and timing of the successful development of the Company’s new products; decisions by customers to place orders for the Company’s products; the risks associated with reliance on a few key customers; the Company’s ability to attract and retain personnel with the necessary scientific and technical skills; the timing and completion of significant orders; the timing and amount of the Company’s research and development expenditures; the timing and level of market acceptance of customers’ products for which the Company supplies components; performance of the Company’s vendors; the ability of the Company to control costs associated with performance under fixed price contracts; the continued availability to the Company of essential supplies, materials and services; and the other risk factors and cautionary statements listed from time to time in the Company's periodic reports filed with the Securities and Exchange Commission, including but not limited to, the Company's Annual Report on Form 10-KSB for the year ended June 30, 2005 .

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