SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* TILTON LYNN (Last) (First) (Middle) C/O PATRIARCH PARTNERS, LLC, 40 WALL STREET, FLOOR 25 (Street) NEW YORK NY 10005 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/15/2004	3. Issuer Name and Ticker or Trading Symbol SCAN OPTICS INC [ SOCR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Redeemable Preferred Stock, par value $0.02	380,000	I	See footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (right to buy)	01/01/2005(2)	12/31/2011	Common Stock, par value $0.02	(3)	$0.02(4)	I	See footnote(1)

Explanation of Responses:

1. The securities reported in this Form 3 are owned directly by ARK CLO 2000-1, Limited ("ARK"). Patriarch Partners, LLC ("Patriarch") is the collateral manager of ARK. LD Investments, LLC ("LDI") is the sole member of Patriarch. Lynn Tilton ("Tilton") is the manager of Patriarch and the manager and the sole holder of the economic interests in and has sole voting power in respect of LDI. Given Tilton's relationship to ARK, Tilton may be deemed to beneficially own the securities owned by ARK. Other than to the extent of her pecuniary interest, Tilton disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended, or otherwise.

2. If a "Trigger Event" (as defined in the Warrant Agreement dated as of December 31, 2001 (the "Warrant Agreement") between ARK and the Issuer) occurs prior to January 1, 2005, the warrants may be exercised after such earlier date. For a copy of the Warrant Agreement, see Exhibit 10.18 of the Form 10-K405 filed by the Issuer with the SEC for the period ended December 31, 2001.

3. The exercise of the warrant entitles the holder thereof to 33.20% of the Issuer's common stock on a fully-diluted basis as of December 31, 2001.

4. Subject to adjustment pursuant to the terms of the Warrant Agreement.

	/s/ Lynn Tilton	07/26/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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