QC OPTICS INC
SC 13G, 1997-02-14
SPECIAL INDUSTRY MACHINERY (NO METALWORKING MACHINERY)
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                           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
Eric T. Chase, 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 orme.

                                                 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             Eric T. Chase
- --------------------------------------------------------------------------------
 (2) Check the Appropriate Box if a Member of a Group                 (a)  [   ]
                                                                      (b)  [   ]
- --------------------------------------------------------------------------------
 (3) SEC Use Only

- --------------------------------------------------------------------------------
 (4) Citizenship or Place of Organization
                                                  United States
- --------------------------------------------------------------------------------
                         (5)  Sole  Voting  Power:  1,347,713  shares  (Includes
                              1,347,613 shares registered in the name of the "QC
                              Optics Voting Trust." Mr. Chase is the sole voting
                              trustee of the voting trust and the beneficiary of
                              634,517 shares under this voting trust.)

Number of Shares         -------------------------------------------------------
                         (6)  Shared Voting Power:
Beneficially
                                                               -0-
Owned by                                                                        
                         -------------------------------------------------------
Each Reporting           (7)  Sole Dispositive  Power:  634,617 shares (Includes
                              634,517  shares the "QC Optics Voting  Trust." Mr.
Person With                   Chase is the sole  voting  trustee  of the  voting
                              trust and the  beneficiary of 634,517 shares under
                              this voting trust.)
                         -------------------------------------------------------
                         (8) Shared Dispositive Power
                                                               -0-              
- --------------------------------------------------------------------------------
 (9) Aggregate Amount Beneficially Owned by Each Reporting Person
         1,347,713 shares (Includes  1,347,613 shares  registered in the name of
         the "QC Optics Voting  Trust." Mr. Chase is the sole voting  trustee of
         the  voting  trust and the  beneficiary  of 634,517  shares  under this
         voting trust.)

- --------------------------------------------------------------------------------
(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)
                                                            IN
- --------------------------------------------------------------------------------







                                                               Page 3 of 5 Pages


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:

                  Eric T. Chase

Item 2(b).        ADDRESS OF PRINCIPAL BUSINESS OFFICE:

                  154 Middlesex Turnpike, Burlington, Massachusetts 01803

Item 2(c).        CITIZENSHIP:

                  United States

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:

                           1,347,713   shares    (Includes    1,347,613   shares
                           registered  in the  name  of the  "QC  Optics  Voting
                           Trust." Mr.  Chase is the sole voting  trustee of the
                           voting trust and the  beneficiary  of 634,517  shares
                           under this voting trust.)

                  (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:
                                   1,347,713 shares  (Includes  1,347,613 shares
                                   registered  in the  name  of the  "QC  Optics
                                   Voting  Trust." Mr.  Chase is the sole voting
                                   trustee   of  the   voting   trust   and  the
                                   beneficiary  of  634,517  shares  under  this
                                   voting trust.)

                           (ii)    Shared  power to vote or to direct  the vote:
                                                       -0-

                           (iii)   Sole  power  to  dispose  or  to  direct  the
                                   disposition  of:  634,617  shares   (Includes
                                   634,517 shares  registered in the name of the
                                   "QC Optics  Voting  Trust." Mr.  Chase is the
                                   sole voting  trustee of the voting  trust and
                                   the  beneficiary of 634,517 shares under this
                                   voting trust.)

                           (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>


                                                               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 my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.


                                                  February  10, 1997
                                         ---------------------------------------
                                                         (Date)


                                                  /s/ Eric T. Chase
                                         ---------------------------------------
                                                       (Signature)


                                         Eric T. Chase, Chief Executive Officer,
                                         President,  and Chairman of the Board
                                         ---------------------------------------
                                                     (Name and Title)




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