PSC INC
10-C, 1996-07-17
COMPUTER PERIPHERAL EQUIPMENT, NEC
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                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    Form 10-C

                 Report by Issuer of Securities Quoted on NASDAQ
                          Interdealer Quotation System

                  Filed Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934 and Rule 13a-17
                              or 15d-17 thereunder

                                    PSC Inc. 
                 (Exact name of Issuer as specified in charter)

                    675 Basket Road, Webster, New York 14580
                    (Address of principal executive offices)

Issuer's telephone number, including area code:                (716) 265-1600

                    I. CHANGE IN NUMBER OF SHARES OUTSTANDING

     Indicate any changes  (increase or decrease) of 5% or more in the number of
shares outstanding:

     Title of Security: Common Shares

     Number of shares outstanding before the change: 10,040,776

     Number of shares outstanding after the change: 11,017,911

     Effective date of change: July 12, 1996

     Method of change:  (Specify method such as merger,  acquisition,  exchange,
distribution,  stock split,  reverse  split,  acquisition of stock for treasury,
etc.)

                   Issuance of Common Shares in an Acquisition

     Give brief description of transaction.

     On July 12, 1996, the Company issued 977,135 of its authorized but unissued
Common Shares to Spectra-Physics, Inc. ("Seller") pursuant to an Asset and Stock
Purchase Agreement dated May 20, 1996 as partial  consideration for the purchase
of certain of Seller's assets.
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                        II. CHANGE IN NAME OF ISSUER N/A

     Name prior to change:

     Name after change:

     Effective date of charter amendment changing name:

     Date of shareholder approval of change, if required:



Date:    July 17, 1996           /s/ William J. Woodard             
                                      William J. Woodard
                                 Vice President, Finance & Treasurer


                                 /s/ Scott D. Deverell              
                                      Scott D. Deverell
                                  Controller & Principal Accounting Officer

 




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