QC OPTICS INC
SC 13G/A, 2000-02-01
SPECIAL INDUSTRY MACHINERY (NO METALWORKING MACHINERY)
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G



                    Under the Securities Exchange Act of 1934

                               (Amendment No. 3)*


                                 QC Optics, Inc.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                          Common Stock, $.01 par value
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   746934 10 8
- --------------------------------------------------------------------------------
                                 (CUSIP Number)


         *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 cover 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).






                                Page 1 of 6 pages
<PAGE>
================================================================================
CUSIP NO.    746934-10-8                13G                PAGE  2  OF  6  PAGES
                                                                ---    ---
================================================================================
================================================================================
1             NAME(S) OF REPORTING PERSON(S)
              S.S. OR I.R.S. IDENTIFICATION NO(S). OF ABOVE PERSON(S)

              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

================================================================================
================================================================================
                      5       SOLE  VOTING   POWER

NUMBER OF SHARES              -0-
                      ==========================================================
BENEFICIALLY          6       SHARED VOTING POWER

OWNED BY                      -0-
                      ==========================================================
EACH                  7       SOLE DISPOSITIVE POWER

REPORTING                     170,039 (Includes (i) 162,599 shares registered in
                              the name of the "QC Optics,  Inc.  Voting  Trust."
PERSON                        Mr. Ormsby is the  beneficiary  of 162,599  shares
                              under this voting trust,  and (ii) 7,440 shares of
WITH:                         Common Stock  underlying  stock  options which are
                              exercisable   within  sixty  days  from  the  date
                              hereof).

                      ==========================================================
                      8       SHARED DISPOSITIVE POWER

                              -0-
================================================================================
================================================================================
9            AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          170,039 (Includes (i) 162,599 shares registered in the name of the "QC
          Optics,  Inc.  Voting Trust." Mr. Ormsby is the beneficiary of 162,599
          shares under this voting trust,  and (ii) 7,440 shares of Common Stock
          underlying stock options which are exercisable  within sixty days from
          the date hereof).

================================================================================


                                Page 2 of 6 pages
<PAGE>



================================================================================
10           CHECK  BOX IF THE  AGGREGATE  AMOUNT  IN ROW (9)  EXCLUDES  CERTAIN
             SHARES*


                                                                          [ ]

================================================================================
11           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

             5.2%

================================================================================
12           TYPE OF REPORTING PERSON*

             IN

================================================================================
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!







                                Page 3 of 6 pages
<PAGE>

ITEM 1(a)         NAME OF ISSUER

                  QC Optics, Inc.

ITEM 1(b)         ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES

                  46 Jonspin Road, Wilmington, Massachusetts  01887

ITEM 2(a)         NAME OF PERSON FILING

                  Jay L. Ormsby

ITEM 2(b)         ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

                  46 Jonspin Road, Wilmington, Massachusetts  01887

ITEM 2(c)         STATE OF ORGANIZATION/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

       (f)    [ ]    Employee Benefit Plan, Pension Fund which is subject to the
                     provisions of the Employee  Retirement Income  Security Act
                     of  1974 or Endowment  Fund;  see  section  240.13d-1(b)(1)
                     (ii)(F)




                                Page 4 of 6 pages
<PAGE>

       (g)    [ ]    Parent  Holding  Company,  in  accordance  with  section
                     240.13d-1(b)(1)(ii)(G)


       (h)    [ ]    Group, in accordance withss.240.13d-1(b)(1)(ii)(H)


ITEM 4.           OWNERSHIP


         (a) Amount  Beneficially  Owned:  170,039  (Includes (i) 162,599 shares
registered in the name of the "QC Optics,  Inc. Voting Trust." Mr. Ormsby is the
beneficiary of 162,599 shares under this voting trust,  and (ii) 7,440 shares of
Common Stock  underlying  stock options which are exercisable  within sixty days
from the date hereof).

         (b) Percent of Class: 5.2%

         (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:
170,039  (Includes (i) 162,599 shares  registered in the name of the "QC Optics,
Inc.  Voting Trust." Mr. Ormsby is the  beneficiary of 162,599 shares under this
voting  trust,  and (ii) 7,440 shares of Common Stock  underlying  stock options
which are exercisable within sixty days from the date hereof).

           (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. [ ]


ITEM 6.          OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

         Not applicable.



                                Page 5 of 6 pages
<PAGE>

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.





Date:  February 1, 2000                             /s/ Jay L. Ormsby
                                                    ----------------------------
                                                    Jay L. Ormsby
                                                    Vice President of Technology













                                Page 6 of 6 pages



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