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 3, 2006
        ------------------------------------------------  ----------------



                                SCAN-OPTICS, INC.
              ----------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)



           Delaware                   000-05265               06-0851857
 ----------------------------        ------------          ----------------
 (State or other jurisdiction        (Commission          (I.R.S. Employer
       of incorporation)             File Number)         Identification No.)


        179 Allyn Street-Suite 508, Hartford, CT                06103
        ----------------------------------------               --------
       (Address of principal executive offices)               (Zip Code)



       Registrant's telephone number, including area code: (860) 547-1761
                                                            -------------


          (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-(b))
[ ]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))










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

         (b) Each of Logan Clarke, Jr., Kevin Flannery and Ralph Takala resigned
as a director of the board of directors of Scan-Optics, Inc., effective as of
February 3, 2006 by letters of resignation of the same date, in connection with
the company's filing of an amendment to its certificate of incorporation
providing for a board of directors consisting of no fewer than one director as
described in Item 5.03(a) of this Form 8-K.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year

         (a) On February 3, 2006, the company filed an amendment to its amended
and restated certificate of incorporation with the Secretary of State of the
State of Delaware that became effective the same day. The amendment was approved
by the requisite vote of stockholders at the special meeting of stockholders
held on February 3, 2006. The amendment provides that the company's board of
directors may consist of no fewer than one nor more than nine directors. The
amendment also provides that the company's directors will be divided into three
classes as nearly equal in number as possible. Prior to amendment, the company's
amended and restated certificate of incorporation provided that the company's
board of directors may consist of no fewer than three nor more than nine
directors, and that the each class of directors would have at least one
director.

         The foregoing description is qualified in its entirety with reference
to the copy of the amendment to the amended and restated certificate of
incorporation attached as Exhibit 10.1.

Item 8.01 Other Events

         On February 3, 2006, the company held a special stockholders' meeting
at which the stockholders approved the amendment to the company's amended and
restated certificate of incorporation (described in Item 5.03(a)) and the
dissolution of the company. The company intends to file a certificate of
dissolution with the secretary of state of the state of Delaware on February 15,
2006, and to close its stock transfer books the same day. The company also
believes that on February 15, 2006 following the filing of the certificate of
dissolution and the closing of its stock transfer books, its shares of common
stock will cease to be traded on the Over The Counter Bulletin Board. As
previously reported by the company in a report on Form 8-K filed on August 5,
2005, in periodic reports on Form 10-Q filed on August 22, 2005 and November 21,
2005 and in a definitive proxy statement filed on Janaury 13, 2006, the company
has no assets remaining with which to make any liquidating distributions to the
company's stockholders, and consequently there is no value remaining for the
company's stockholders and there will be no distributions to the stockholders
following the dissolution.

Item 9.01         Financial Statements and Exhibits

         (c)      Exhibits

                  3.1  Certificate of Amendment



                                      -2-







                                   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.



                                SCAN-OPTICS, INC.




                                   By: /s/ Scott M. Schooley
                                       -----------------------
                                   Name: Scott M. Schooley
                                   Title:  President and Secretary



Date:  February 7, 2006



                                      -3-

EX-10

                            CERTIFICATE OF AMENDMENT
                                       TO
                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                SCAN-OPTICS, INC.

         Pursuant to Section 242 of the General Corporation Law of the State of
Delaware (the "DGCL"), Scan-Optics, Inc., a Delaware corporation (the
"Corporation"), does hereby certify as follows:

FIRST:   The name of the Corporation is Scan-Optics, Inc.

SECOND: The Amended and Restated Certificate of Incorporation of the Corporation
(the "Certificate of Incorporation") was originally filed with the Secretary of
State of the State of Delaware on July 16, 2004.

THIRD: On November 8, 2005, the board of directors of the Corporation duly
adopted a resolution setting forth the following amendment to the Certificate of
Incorporation (the "Amendment"):

         That the first and second sentences of Article Seventh, Section 1 of
the Certificate of Incorporation be amended to read in its entirety as follows:

         "The management of the business and the conduct of the affairs of the
         Corporation, including the election of the Chairman of the Board of
         Directors, if any, the President, the Treasurer, the Secretary, and
         other principal officers of the Corporation, shall be vested in a Board
         of Directors of no fewer than one nor more than nine directors. The
         directors of the Corporation shall be divided into three classes,
         namely, Classes I, II and III, as nearly equal in number as possible."

FOURTH: On February 3, 2006, at a special meeting of the stockholders of the
Corporation, duly held and called upon notice in accordance with Section 222 of
the DGCL, the requisite number of shares as required by statute and the
Certificate of Incorporation were voted for the Amendment.

FIFTH:   This Amendment was duly adopted in accordance with the provisions of
Section 242 of the DGCL.

                            [Signature Page Follows]






         IN WITNESS WHEREOF, the Corporation has caused this Amendment to be
signed pursuant to Section 103(a)(2) of the DGCL by the undersigned duly
authorized officer of the Corporation, as of the 3rd day of February, 2006.


                                             SCAN-OPTICS, INC.


                                             By: /s/ Scott Schooley
                                                 -----------------------
                                                 Name:  Scott Schooley
                                                 Title: President and Secretary