O'CONNOR, BROUDE & ARONSON
Attorney At Law
The Bay Colony Corporate Center
Route 128 and Winter Street
950 Winter Street, Suite 2300
Waltham, Massachusetts 02154
Facsimile: 617-890-9261
617-890-6600
February 14, 1997
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Re: QC Optics, Inc.
----------------
Dear Sir/Madam:
Transmitted please find Schedule 13G, which is being filed on behalf of
the QC Optics Voting Trust, a beneficial owner of more than five (5%) percent of
the stock of QC Optics, Inc. If you have any questions, please do not hesitate
to call Marguerite J. Hill of this office or me.
Very truly yours,
/s/ Veronica Greenbaum
-----------------------
Veronica Greenbaum
VAG:leh
Enclosures
c: Eric T. Chase, President (w/encl.)
John R. Freeman, Vice President of Finance (w/encl.)
Neil H. Aronson, Esquire
Marguerite J. Hill, Esquire
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
------
QC Optics, Inc.
----------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
----------------------------------------------------
(Title of Class of Securities)
746934 10 8
----------------------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 746934 10 8 13G Page 2 of 5 Pages
- --------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
QC Optics Voting Trust
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Citizenship or Place of Organization
Massachusetts
- --------------------------------------------------------------------------------
(5) Sole Voting Power: 1,347,613 shares (Eric T.
Chase is the sole voting trustee of the QC
Optics Voting Trust. The stockholders
participating in the voting trust and the
number of their shares subject to the voting
trust are as follows: Eric T. Chase -
634,517; Karl Andrew Bernal - 314,754; Jay L.
Ormsby - 162,599; John R. Freeman - 78,581;
Number of Shares Albert E. Tobey - 78,581; and Abdu Boudour -
78,581).
Beneficially -----------------------------------------------------
(6) Shared Voting Power
Owned by
- 0 -
Each Reporting -----------------------------------------------------
(7) Sole Dispositive Power
Person With - 0 -
-----------------------------------------------------
(8) Shared Dispositive Power
- 0 -
- --------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,347,613 shares (Eric T. Chase is the sole voting trustee of the QC
Optics Voting Trust. The stockholders participating in the voting trust
and the number of their shares subject to the voting trust are as
follows: Eric T. Chase - 634,517; Karl Andrew Bernal - 314,754; Jay L.
Ormsby - 162,599; John R. Freeman - 78,581; Albert E. Tobey - 78,581;
and Abdu Boudour - 78,581).
- --------------------------------------------------------------------------------
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
- --------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)
41.6%
- --------------------------------------------------------------------------------
(12) Type of Reporting Person (See Instructions)
00
- --------------------------------------------------------------------------------
Item 1(a). NAME OF ISSUER:
QC Optics, Inc.
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
154 Middlesex Turnpike, Burlington, Massachusetts 01803
Item 2(a). NAME OF PERSON FILING:
QC Optics Voting Trust
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
154 Middlesex Turnpike, Burlington, Massachusetts 01803
Item 2(c). CITIZENSHIP:
Massachusetts
Item 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, $.01 par value
Item 2(e). CUSIP NUMBER:
746934 10 8
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or Dealer registered under section 15 of the
Act
(b) [ ] Bank as defined in section 3(a) (6) of the Act
(c) [ ] Insurance Company as defined in section 3(a) (19) of
the Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [ ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
Page 4 of 5 Pages
(f) [ ] Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund
(g) [ ] Parent Holding Company, in accordance with
ss.240.13d-1 (b) (ii) (G)
(h) [ ] Group, in accordance with ss.240.13d-1 (b) (1) (ii)
(H)
Item 4. OWNERSHIP.
(a) AMOUNT BENEFICIALLY OWNED:
1,347,613 shares (Eric T. Chase is the sole voting
trustee of the QC Optics Voting Trust. The stockholders
participating in the voting trust and the number of
their shares subject to the voting trust are as follows:
Eric T. Chase - 634,517; Karl Andrew Bernal - 314,754;
Jay L. Ormsby - 162,599; John R. Freeman - 78,581;
Albert E. Tobey - 78,581; and Abdu Boudour - 78,581).
(b) PERCENT OF CLASS:
41.6%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or to direct the vote:
1,347,613 shares (Eric T. Chase is the sole
voting trustee of the QC Optics Voting Trust.
The stockholders participating in the voting
trust and the number of their shares subject to
the voting trust are as follows: Eric T. Chase -
634,517; Karl Andrew Bernal - 314,754; Jay L.
Ormsby - 162,599; John R. Freeman - 78,581;
Albert E. Tobey - 78,581; and Abdu Boudour -
78,581).
(ii) Shared power to vote or to direct the vote: -0-
(iii) Sole power to dispose or to direct the
disposition of: - 0 -
(iv) Shared power to dispose or to direct the
disposition of: - 0 -
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following. [ ]
Page 5 of 5 Pages
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Not applicable.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not applicable.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
Item 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
Item 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
February 10, 1997
----------------------------
(Date)
QC OPTICS VOTING TRUST
By: /s/ Eric T.Chase
----------------------------
(Signature)
Eric T. Chase, Trustee
----------------------------
(Name and Title)
