UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __1___)*
Precision Optics Corporation Inc.
______________________________________________________
(Name of Issuer)
Common Stock, $0.01 Par Value
______________________________________________________
(Title of Class of Securities)
740294103
____________________________________
(CUSIP Number)
December 31, 1998
-------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
--x- Rule 13d-1(b)
---- Rule 13d-1(c)
---- Rule 13d-1(d)
*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).
CUSIP No.740294103 13G Page 2 of 13
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Special Situations Fund III, L.P. F13-3737427
MGP Advisers Limited PArtnership F13-3263120
- ----------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) | |
(b) |X|
- ----------------------------------------------------------------
(3) SEC USE ONLY
- ----------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware/New York
- ----------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER See Marxe/Greenhouse
SHARES
BENEFICIALLY ------------------------------------------------
OWNED BY (6) SHARED VOTING POWER None
EACH REPORTING -------------------------------------------------
PERSON WITH: (7) SOLE DISPOSITIVE POWER See Marxe/Greenhouse
------------------------------------------------
(8) SHARED DISPOSITIVE POWER None
- ----------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
273,200
- ----------------------------------------------------------------
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
- ----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.1
- ----------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (See Instructions)
IV/IA
- ----------------------------------------------------------------
CUSIP No.740294103 13G Page 2 of 13
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Special Situations Private Equity Fund, L.P. F13-3916551
MG Advisers, L.L.C. F13-3916549
- ----------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) | |
(b) |X|
- ----------------------------------------------------------------
(3) SEC USE ONLY
- ----------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware/New York
- ----------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER See Marxe/Greenhouse
SHARES
BENEFICIALLY ------------------------------------------------
OWNED BY (6) SHARED VOTING POWER None
EACH REPORTING -------------------------------------------------
PERSON WITH: (7) SOLE DISPOSITIVE POWER See Marxe/Greenhouse
------------------------------------------------
(8) SHARED DISPOSITIVE POWER None
- ----------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
750,000 (including 375,000 warrants)
- ----------------------------------------------------------------
(10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
- ----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.6
- ----------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (See Instructions)
IV/IA
- ----------------------------------------------------------------
CUSIP No. 740294103 13G Page 3 of 13
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(1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Special Situations Technology Fund, L.P. F13-3937585
SST Advisers, L.L.C. F13-3937583
- ----------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) | |
(b) |X|
- ----------------------------------------------------------------
(3) SEC USE ONLY
- ----------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER See Marxe/Greenhouse
SHARES
BENEFICIALLY -------------------------------------------------
OWNED BY (6) SHARED VOTING POWER None
EACH -------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER See Marxe/Greenhouse
PERSON WITH:
-------------------------------------------------
(8) SHARED DISPOSITIVE POWER None
- ----------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
250,000 (including 125,000 warrants)
- ----------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
- ----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.7
- ----------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
IV/IA
- ----------------------------------------------------------------
CUSIP No. 740294103 13G Page 4 of 13
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(1) NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY).
Austin W. Marxe
David Greenhouse
- ----------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) | |
(b) |X|
- ----------------------------------------------------------------
(3) SEC USE ONLY
- ----------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- ----------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER 1,273,200
SHARES -------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER None
OWNED BY
EACH -------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER 1,273,200
PERSON WITH: -------------------------------------------------
(8) SHARED DISPOSITIVE POWER None
- ----------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
1,273,200 (including 500,000 warrants)
- ----------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (See Instructions)
- ----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.7
- ----------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
IN
- ----------------------------------------------------------------
Page 6 of 13 Pages
Item 1.
(a) Name of Issuer: Precision Optics Corporation Inc.
(b) Address of Issuer's Principal Executive Offices:
22 East Broadway, Gardner, MA 01440-3338
Item 2.
(a) Name of Person Filing: This statement is filed on behalf
of (i) Special Situations Fund III, L.P., a Delaware limited
partnership ("SSF"); (ii) Special Situations Private Equity
Fund, L.P., a Delaware limited partnership (the "Private
Equity Fund"); (iii) Special Situations Technology Fund, L.P.
, a Delaware Limited Partnership (the "Technology Fund"); (iv)
MGP Advisers Limited PArtnership, a Delaware limited
partnership,("MGP") (v) MG Advisers L.L.C., a New York limited
liability company, ("MG"); (vi) SST Advisers, L.L.C., a
Delaware limited liability company ("SST"); (vii) Austin W.
Marxe and (viii) David Greenhouse. Each of the foregoing is
hereinafter individually referred to as a "Reporting Person"
and collectively as the "Reporting Persons."
(b) Address of Principal Business Office or, if none,
Residence: The principal office and business address of the
Reporting Persons is 153 East 53 Street, New York, New York
10022.
(c) Citizenship: SSF, the Private Equity Fund and Technology
Fund are Delaware limited partnerships. MGP is a Delaware
limited partnership. MG is a New York limited liability
company and SST Advisers L.L.C. is a Delaware limited
Page 7 of 13 Pages
partnership. Austin W. Marxe and David M. Greenhouse are
United States citizens. The business of SSF, the Private
Equity Fund and the Technology Fund is to acquire, purchase,
invest in, sell, convey, transfer, exchange and otherwise
trade in principally equity and equity related securities.
The principal business of MGP is to act as general partner of
and investment adviser to SSF. The principal business of MG is
to act as general partner of and investment adviser to the
Private Equity Fund. The principal business of SST is to act
as general partner of and investment adviser to the Technology
Fund. The principal occupation of Austin W. Marxe and David
Greenhouse is to serve as officers, directors and members or
principal shareholders of the Advisers.
2(d) Title of Class of Securities: See cover sheets.
2(e) CUSIP Number: See cover sheets.
Item 3. If this statement is filed pursuant to $240.13d-1(b)
or 240.13d-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 of 1940;
(e) (x) An Investment Adviser in accordance with $240.13d
Page 8 of 13 Pages
-1(b)(I)(ii)(E);
(f) ( ) An employee benefit plan or endowment fund in
accordance with $240.13d-1(b)(I)(ii)(F);
(g) (x) A parent holding company or control person in
accordance with $240.13d-1(b)(1)(ii)(G);
(h) ( ) A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i) ( ) A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of
the Investment Company Act of 1940;
(j) ( ) Group, in accordance with $240.13d-1(b)(1)(ii)(J).
See Exhibit A attached hereto.
Item 4. Ownership:
(a) Amount Beneficially Owned: 1,273,200 shares of Common
Stock are beneficially owned by Austin W. Marxe and David
Greenhouse; of which 273,200 shares of common stock are
owned by SSF, 375,000 shares of common stock and 375,000
warrants are owned by the Private Equity Fund and 125,000
shares of common stock and 125,000 warrants are owned by
the Technology Fund.
(b) Percent of Class: 17.7 percent of the Common Stock are
beneficially owned by Austin Marxe and David Greenhouse.
4.1 percent are owned by SSF, 10.6 percent are owned by
the Private Equity Fund and 3.7 percent are beneficially
owned by the Technology Fund.
Page 9 of 13 Pages
(c) Number of Shares as to which the person has Rights to
Vote and/or Dispose of Securities: SSF, MGP, The
Private Equity Fund, MG Adviser L.L.C , the Technolgy
Fund and SST Advisers L.L.C. have sole power to vote or
to direct the vote and to dispose or to direct the
disposition of all securities reported hereby which are
respectively beneficially owned by each Fund and its
Adviser.
Austin Marxe and David Greenhouse have shared power to
vote or to direct the vote of and to dispose or to direct
the disposition of securities reported hereby which are
beneficially owned by Austin Marxe and David Greenhouse
by virtue of being Executive Officers of the Investment
Advisers.
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 that five percent of the class
of securities, check the following .
Item 6.Ownership of More than Five Percent on Behalf of
Another Person: SSF, The Private Equity Fund and the
Technology Fund as owners of the securities in question,
have the right to receive any dividends from, or proceeds
from the sale of, such securities.
Page 10 of 13 Pages
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security being Reported on By the
Parent Holding Company: See Exhibit A attached hereto.
Item 8. Identification and Classification of Members of the
Group: Not applicable
Item 9. Notices 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 and are held in the ordinary course of business and
were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction
having that purpose or effect.
Page 11 of 13 Pages
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.
Dated: February 5, 1999
SPECIAL SITUATIONS FUND III, L.P.
By:/s/ Austin W. Marxe
Austin W. Marxe
Managing Director
MGP ADVISERS LIMITED PARTNERSHIP
By:/s/ Austin W. Marxe
Austin W. Marxe
Chief Executive Officer
SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P.
By:/s/ Austin W. Marxe
Austin W. Marxe
Managing Director
MG ADVISERS L.L.C.
By:/s/ Austin W. Marxe
Austin W. Marxe
President and Chief Executive Officer
SPECIAL SITUATIONS TECHNOLOGY FUND, L.P.
By: /s/ Austin W. Marxe
Austin W. Marxe
Managing Director
Page 12 of 13 Pages
SST ADVISERS L.L.C
By: /s/ Austin W. Marxe
Austin W. Marxe
President and CEO
/s/ Austin W. Marxe
AUSTIN W. MARXE
/s/David M Greenhouse
Page 13 of 13 Pages
EXHIBIT A
This Exhibit explains the relationship between the
Reporting Persons. MGP Advisers Limited Partnership (MGP), a
Delaware limited partnership, is the general partner of the
Special Situations Fund III, L.P., a Delaware limited
partnership. MG Advisers L.L.C. (MG), a New York limited
liability company, is the general partner of the Special
Situations Private Equity Fund, l.P., a Delaware Limited
Partnership. SST Advisers L.L.C., A Delaware limited
liability company (SST) is the general partner of the Special
Situations Technology Fund, L.P., a Delaware Limited
Partnership. Austin W. Marxe and David M. Greenhouse are the
principal owners of MGP, MG and SST and are principally
responsible for the selection, acquisition and disposition of
the portfolios securities by the investment advisers on behalf
of their Fund.
