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
Jay L. Ormsby, 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
                  Jay L. Ormsby
- --------------------------------------------------------------------------------
 (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

- --------------------------------------------------------------------------------
Number of Shares           (5) Sole Voting Power:
                                                                    - 0 -
Beneficially               -----------------------------------------------------
                           (6) Shared Voting Power:
Owned by                                                            - 0 -

Each Reporting             -----------------------------------------------------
                           (7) Sole Dispositive Power:  162,599 shares (Includes
Person With                       162,599  shares  registered in the name of the
                                  "QC Optics Voting Trust." Mr. Ormsby  is  the
                                  beneficiary   of  162,599  shares  under  this
                                  voting trust.)

                           -----------------------------------------------------
                           (8) Shared Dispositive Power
                                                                    - 0 -
- --------------------------------------------------------------------------------
 (9) Aggregate Amount Beneficially Owned by Each Reporting Person
        162,599 shares  (Includes  162,599 shares  registered in the name of the
        "QC Optics Voting Trust." Mr.Ormsby is the beneficiary of 162,599 shares
        underthis 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)
                           5.0%
- --------------------------------------------------------------------------------
(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:

                  Jay L. Ormsby

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:

                          162,599  shares (Includes 162,599 shares registered in
                          the  name of the "QC Optics Voting  Trust." Mr. Ormsby
                          is the beneficiary of 162,599 shares under this voting
                          trust.)

                  (b)      PERCENT OF CLASS:

                           5.0%

                  (c)      NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

                           (i)      Sole power to vote or to direct the vote:-0-

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

                           (iii)    Sole  power  to  dispose  or to  direct  the
                                    disposition  of:  162,599  shares  (Includes
                                    162,599 shares registered in the name of the
                                    "QC Optics Voting Trust."  Mr.Ormsby is  the
                                    beneficiary  of  162,599  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 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  7,1997
                                     -------------------------------------------
                                                       (Date)


                                                 /s/ Jay L.Ormsby
                                     -------------------------------------------
                                                    (Signature)


                                     Jay L. Ormsby, Vice President of Technology
                                     -------------------------------------------
                                                  (Name and Title)




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