<PAGE>
Registration No. 333-89989
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------
Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PRECISION OPTICS CORPORATION, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
MASSACHUSETTS
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation or Organization)
04-2795294
- --------------------------------------------------------------------------------
(I.R.S. Employer Identification No.)
22 EAST BROADWAY, GARDNER, MA 01440
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
1997 INCENTIVE PLAN
- --------------------------------------------------------------------------------
(Full Title of the Plan)
JACK P. DREIMILLER
SENIOR VICE PRESIDENT, FINANCE AND CHIEF FINANCIAL OFFICER
PRECISION OPTICS CORPORATION , INC.
22 EAST BROADWAY
GARDNER, MASSACHUSETTS 01440
- --------------------------------------------------------------------------------
(Name and Address of Agent For Service)
(978) 630-1800
- --------------------------------------------------------------------------------
Telephone Number, Including Area Code, of Agent for Service.
Please send copies of all communications to:
PATRICK O'BRIEN, ESQ.
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110
(617) 951-7000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
<S> <C> <C> <C> <C>
Title of Securities to Amount To Be Proposed Maximum Proposed Maximum Amount of
be Registered Registered (1) Offering Price Per Aggregate Offering Registration Fee (3)
Share (2) Price (2)
- ------------------------------------------------------------------------------------------------------------------------
Common Stock - 675,000 shares $14.25 $9,618,750 $2,540
$.01 Par Value
========================================================================================================================
</TABLE>
(1) The Registrant previously registered 525,000 shares which may be issued
pursuant to its 1997 Incentive Plan on October 29, 1999 by filing a Registration
Statement on Form S-8 (File No. 333-89989). This filing is solely to register
675,000 additional shares which may be issued pursuant to the Registrant's 1997
Incentive Plan.
(2) An offering price of $14.25 per share for the 675,000 shares being
registered herewith has been estimated, pursuant to Section 457(c) and (h) on
the basis of the average of the high and low prices of shares as reported by the
Nasdaq SmallCap Market on January 12, 2000, solely for the purpose of
calculating the registration fee.
(3) The Registrant previously paid $444 on October 29, 1999 in connection with
the filing by the Registrant of a Registration Statement on Form S-8 (File No.
333-89989) to register 525,000 shares of the Registrant's common stock. The
registration fee is for the 675,000 additional shares being registered herewith.
<PAGE>
REGISTRATION OF ADDITIONAL SECURITIES
This Amendment No. 1 to Registration Statement on Form S-8 is being
filed by Precision Optics Corporation, Inc. (the "Company"), pursuant to General
Instruction E to the Form S-8 Registration Statement under the Securities Act of
1933, as amended, in connection with the registration of an additional 675,000
shares of the Company's common stock, par value $.01 per share (the "Common
Stock"), issuable pursuant to the Company's 1997 Incentive Plan (the "Plan"). A
total of 525,000 shares of Common Stock issuable under the Plan have been
previously registered pursuant to the Company's Registration Statement on Form
S-8 (File No. 333-89989) filed with the Securities and Exchange Commission on
October 29, 1999 and the information contained therein is hereby incorporated
herein by reference.
ITEM 8. EXHIBITS.
See Exhibit Index located at page 4 hereof.
[Remainder of this page intentionally left blank.]
-1-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement (File No. 333-89989) to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Gardner, Massachusetts on this 18th
day of January, 2000.
PRECISION OPTICS CORPORATION, INC.
By: /s/Richard E. Forkey
-------------------------------------
Richard E. Forkey
Chairman, Chief Executive Officer and
President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to Registration Statement on Form S-8 (File No. 333-89989) has
been signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
- --------- -------- ----
<S> <C> <C>
/s/ Richard E. Forkey
- ---------------------- Chairman of the January 18, 2000
Richard E. Forkey Board of Directors,
Chief Executive Officer
and President
(principal executive officer)
/s/ Jack P. Dreimiller
- ---------------------- Senior Vice President, January 18, 2000
Jack P. Dreimiller Finance, Chief Financial
Officer and Clerk (principal
financial and accounting
officer)
*
- ---------------------- Director January 18, 2000
Edward A. Benjamin
*
- ---------------------- Director January 18, 2000
H. Angus Macleod
-2-
<PAGE>
*
- ---------------------- Director January 18, 2000
Austin W. Marxe
*
- ---------------------- Director January 18, 2000
Joel R. Pitlor
*
- ---------------------- Director January 18, 2000
Robert R. Shannon
</TABLE>
*By: /s/ Jack P. Dreimiller
----------------------
Jack P. Dreimiller
Attorney-in-Fact
-3-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Title of Exhibit
- -------------- ----------------
<S> <C>
4.2 Articles of Organization of the Registrant (including
Articles of Amendment and Certificate of Correction)
5.1 Opinion of Ropes & Gray
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Ropes & Gray (contained in the opinion filed as Exhibit 5 to
this Registration Statement)
</TABLE>
-4-
<PAGE>
EXHIBIT 4.2
FEDERAL IDENTIFICATION
NO. 04-2795294
THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108-1512
CERTIFICATE OF CORRECTION
(GENERAL LAWS, CHAPTER 156B, SECTION 6A)
1. Exact name of corporation: PRECISION OPTICS CORPORATION, INC.
2. Document to be corrected: ARTICLES OF AMENDMENT
3. The above mentioned document was filed with the Secretary of the
Commonwealth on November 22, 1999.
4. Please state the inaccuracy or defect in said document:
Said Articles of Amendment were filed on behalf of the corporation
changing the number of authorized shares of common stock from 10,000,000
shares, no par value to 20,000,000 shares, no par value. The 20,000,000
shares of common stock should have a par value of $0.01.
5. Please state corrected version of the document:
The corporation is authorized to issue 20,000,000 shares of common stock,
with par value of $0.01.
NOTE: THIS CORRECTION SHOULD BE SIGNED BY THE PERSON(S) REQUIRED BY LAW TO
SIGN THE ORIGINAL DOCUMENT.
SIGNED UNDER THE PENALTIES OF PERJURY, this 14th day of January, 2000.
/s/ Richard Forkey, *President,
- -------------------
/s/ Jack P. Dreimiller, *Clerk.
- -----------------------
*DELETE THE INAPPLICABLE WORDS
NOTE: IF THE INACCURACY OR DEFECTS TO BE CORRECTED IS NOT APPARENT ON THE
FACE OF THE DOCUMENT, MINUTES OF THE MEETING SUBSTANTIATING THE ERROR MUST BE
FILED WITH THE CERTIFICATE. ADDITIONAL INFORMATION MAY BE PROVIDED ON
SEPARATE 8 1/2 X 11 SHEETS OF WHITE PAPER WITH A LEFT MARGIN OF AT LEAST 1
INCH.
<PAGE>
FEDERAL IDENTIFICATION
NO. 04-2795294
THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
We, RICHARD E. FORKEY, PRESIDENT
----------------------------------------------------------------------------
and JACK P. DREIMILLER
----------------------------------------------------------------------------
of PRECISION OPTICS CORPORATION, INC.
-----------------------------------------------------------------------------
located at 22 EAST BROADWAY, GARDNER, MASSACHUSETTS 01440
---------------------------------------------------------------------
certify that these Articles of Amendment affecting articles numbered: III
----------
of the Articles of Organization were duly adopted at a meeting held on
NOVEMBER 9, 1999, by vote of: 7,205,181 shares of COMMON of 7,687,595 shares
outstanding, being at least two-thirds of each type, class or series outstanding
and entitled to vote thereon and of each type, class or series of stock whose
rights are adversely affected thereby.
<PAGE>
To CHANGE the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total PRESENTLY authorized is:
<TABLE>
<CAPTION>
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
<S> <C> <C> <C> <C>
Common: 10,000,000 Common:
Preferred: Preferred:
</TABLE>
CHANGE the total authorized to:
<TABLE>
<CAPTION>
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
<S> <C> <C> <C> <C>
Common: 20,000,000 Common:
Preferred: Preferred:
</TABLE>
<PAGE>
The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a LATER effective date not more than THIRTY DAYS after such filing,
in which event the amendment will become effective on such later date.
Later effective date:
------------------------
SIGNED UNDER THE PENALTIES OF PERJURY, this 16TH day of NOVEMBER, 1999
--------------
/s/ RICHARD E. FORKEY , President
- ---------------------------------------------------------------------
/s/ JACK P. DREIMILLER , Clerk
- ---------------------------------------------------------------------
<PAGE>
FORM CD-72-30M-4/86-808881
THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
FEDERAL IDENTIFICATION
NO. 04-2795294
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the
Commonwealth within sixty days after the date of the vote of
stockholders adopting the amendment. The fee for filing this
certificate is prescribed by General Laws, Chapter 156B,
Section 114. Make check payable to the Commonwealth of
Massachusetts.
I, Richard Forkey, President and Clerk of
PRECISION OPTICS CORPORATION, INC.
- --------------------------------------------------------------------------------
located at 22 EAST BROADWAY, GARDNER, MA
----------------------------------------------------------------------
do hereby certify that the following amendment to the articles of organization
of the corporation was duly adopted by unanimous written consent of the
stockholders dated June 21, 1990.
<PAGE>
TO CHANGE the number of shares and the par value, if any, of each class of stock
within the corporation fill in the following:
The total presently authorized is:
<TABLE>
<CAPTION>
NO PAR VALUE WITH PAR VALUE PAR
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE
<S> <C> <C> <C>
COMMON 200,000 $.01
PREFERRED
</TABLE>
CHANGE the total to:
<TABLE>
<CAPTION>
NO PAR VALUE WITH PAR VALUE PAR
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE
<S> <C> <C> <C>
COMMON 10,000,000 $.01
PREFERRED
</TABLE>
<PAGE>
VOTED: That the Articles of Organization of the Corporation be and hereby are
amended as follows: (a) under Article 2, to add to the Corporation's
purposes the following business activities: "To carry on any
manufacturing, mercantile, selling, management, service, or other
business, operation, or activity which may be lawfully carried on by a
corporation organized under the Business Corporation Law of The
Commonwealth of Massachusetts, whether or not related to those referred
to in the foregoing paragraph"; (b) under Article 3, to change the
200,000 shares of Common Stock, par value $0.01 per share, currently
authorized, of which 100,000 shares are outstanding, into 4,300,000
shares of Common Stock, par value $0.01 per share, of which 2,150,000
shall be outstanding, and to increase the number of shares of Common
Stock, par value $0.01 per share, that the Corporation is authorized to
issue to 10,000,000 shares; (c) under Article 5, to delete in their
entirety the restrictions imposed upon the transfer of shares of stock
of any class of stock under Article 5 of the Articles of Organization;
and (d) under Article 6, to add to the Corporation's other lawful
provisions the provisions enumerated in Exhibit B to this Consent;
(Exhibit B Attached)
The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of The General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this 25th day of June, in the year 1990.
/s/ RICHARD E. FORKEY , President
- ---------------------------------------------------------------------
/s/ EDWARD BENJAMIN , Clerk
- ---------------------------------------------------------------------
<PAGE>
EXHIBIT B
6.1. The corporation may carry on any business, operation, or activity
referred to in Article 2 to the same extent as might an individual, whether as
principal, agent, contractor or otherwise, and either alone or in conjunction
with or in a joint venture or other arrangement with any corporation,
association, trust, firm, or individual.
6.2. The corporation may carry on any business, operation or activity
through a wholly or partly owned subsidiary.
6.3. The corporation may be a partner in any business enterprise which it
would have power to conduct by itself.
6.4. The directors may make, amend, or repeal the by-laws in whole or in
part, except with respect to any provision thereof which by law or the by-laws
requires action by the stockholders.
6.5. Meetings of the stockholders may be held anywhere in the United
States.
6.6. Except as otherwise provided by law, no stockholder shall have any
right to examine any property or any books, accounts, or other writings of the
corporation if there is reasonable ground for belief that such examination will
for any reason be adverse to the interests of the corporation, and a vote of the
directors refusing permission to make such examination and setting forth that in
the opinion of the directors such examination would be adverse to the interests
of the corporation shall be prima facie evidence that such examination would be
adverse to the interests of the corporation. Every such examination shall be
subject to such reasonable regulations as the directors may establish in regard
thereto.
6.7. The directors may specify the manner in which the accounts of the
corporation shall be kept and may determine what constitutes net earnings,
profits, and surplus, what amounts, if any, shall be reserved for any corporate
purpose, and what amounts, if any, shall be declared as dividends. Unless the
board of directors otherwise specifies, the excess of the consideration for any
share of its capital stock with par value issued by it over such par value shall
be surplus. The board of directors may allocate to capital stock less than all
of the consideration for any share of its capital stock without par value issued
by it, in which case the balance of such consideration shall be surplus. All
surplus shall be available for any corporate purpose, including the payment of
dividends.
6.8. The purchase or other acquisition or retention by the corporation of
shares of its own capital stock shall not be deemed a reduction of its capital
stock. Upon any reduction of capital or capital stock, no stockholder shall have
any right to demand any
<PAGE>
distribution from the corporation, except as and to the extent that the
stockholders shall have provided at the time of authorizing such reduction.
6.9. The directors shall have the power to fix from time to time their
compensation. No person shall be disqualified from holding any office by reason
of any interest. In the absence of fraud, any director, officer, or stockholder
of this corporation individually, or any individual having any interest in any
concerning which is a stockholder of this corporation, or any concern in which
any of such directors, officers, stockholders, or individuals has any interest,
may be a party to, or may be pecuniarily or otherwise interested in, any
contract, transaction, or other act of the corporation, and
(1) such contract, transaction, or act shall not be in any way
invalidated or otherwise affected by that fact;
(2) no such director, officer, stockholder, or individual shall be
liable to account to the corporation for any profit or benefit
realized through any such contract, transaction, or act; and
(3) any such director of the corporation may be counted in determining
the existence the existence of a quorum at any meeting of the
directors or of any committee thereof which shall authorize any
such contract, transaction, or act, and may vote to authorize the
same;
provided, however, that any contract, transaction, or act in which any director
or officer of the corporation is so interested individually or as a director,
officer, trustee, or member of any concern which is not a subsidiary or
affiliate of the corporation, or in which any directors or officers are so
interested as holders, collectively, of a majority of shares of capital stock or
other beneficial interest at the time outstanding in any concern which is not a
subsidiary or affiliate of the corporation, shall be duly authorized or ratified
by a majority of the directors who are not so interested, to whom the nature of
such interest has been disclosed and who have made any findings required by law;
the term "interest" including personal interest and interest as a
director, officer, stockholder, shareholder, trustee, member, or
beneficiary of any concern;
the term "concern" meaning any corporation, association, trust,
partnership, firm, person, or other entity other than the corporation; and
the phrase "subsidiary or affiliate" meaning a concern in which a majority
of the directors, trustees, partners, or controlling persons is elected or
appointed by the directors of the corporation, or is constituted of the
directors or officers of the corporation.
<PAGE>
To the extent permitted by law, the authorizing or ratifying vote of the holders
of shares representing a majority of the votes of the capital stock of the
corporation outstanding and entitled to vote for the election of directors at
any annual meeting or a special meeting duly called for the purpose (whether
such vote is passed before or after judgment rendered in a suit with respect to
such contract, transaction, or act) shall validate any contract, transaction, or
act of the corporation, or of the board of directors or any committee thereof,
with regard to all stockholders of the corporation, whether or not of record at
the time of such vote, and with regard to all creditors and other claimants
under the corporation; provided, however, that
A. with respect to the authorization or ratification of contracts,
transactions, or acts in which any of the directors, officers, or
stockholders of the corporation have an interest, the nature of
such contracts, transactions, or acts and the interest of any
director, officer, or stockholder therein shall be summarized in
the notice of any such annual or special meeting, or in a
statement or letter accompanying such notice, and shall be fully
disclosed at any such meeting;
B. the stockholders so voting shall have made any findings required
by law;
C. the stockholders so interested may vote at any such meeting except
to the extent otherwise provided by law; and
D. any failure of the stockholders to authorize or ratify such
contract, transaction, or act shall not be deemed in any way to
invalidate the same or to deprive the corporation, its directors,
officers or employees of its or their right to proceed with or
enforce such contract, transaction, or act.
If the corporation has more than one class or series of capital stock
outstanding, the vote required by this paragraph shall be governed by the
provisions of the Articles of Organization applicable to such classes or series.
No contract, transaction, or act shall be avoided by reason of any provision of
this paragraph 6.9 which would be valid but for such provision or provisions.
6.10. A director of the corporation shall not be liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent that exculpation from liability is not permitted
under the Massachusetts Business Corporation Law as in effect at the time such
liability is determined. No amendment or repeal of this paragraph 6.10 shall
apply to or have any effect on the liability or alleged liability of any
director of the corporation for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.
<PAGE>
6.11. The corporation shall have all powers granted to corporations by the
laws of The Commonwealth of Massachusetts, provided that no such power shall
include any activity inconsistent with the Business Corporation Law or the
general laws of said Commonwealth
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
FEDERAL IDENTIFICATION
NO. 04-2795294
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the
Commonwealth within sixty days after the date of the vote of
stockholders adopting the amendment. The fee for filing this
certificate is prescribed by General Laws, Chapter 156B, Section
114. Make check payable to the Commonwealth of Massachusetts.
We, Richard E. Forkey, President and
Richard E. Forkey, Clerk of
PRECISION OPTICS CORPORATION, INC.
- --------------------------------------------------------------------------------
located at 22 EAST BROADWAY, GARDNER, MA 01440
---------------------------------------------------------------------
do hereby certify that the following amendment to the articles of organization
of the corporation was duly adopted by unanimous written consent on May 25,
1989, by vote of
100 shares of COMMON STOCK out of 100 shares outstanding, being at least a
majority of each class outstanding and entitled to vote therein.
<PAGE>
TO CHANGE the number of shares and the par value, if any, of each class of stock
within the corporation fill in the following:
The total presently authorized is:
<TABLE>
<CAPTION>
NO PAR VALUE WITH PAR VALUE PAR
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE
<S> <C> <C> <C>
COMMON 100
PREFERRED
</TABLE>
CHANGE the total to:
<TABLE>
<CAPTION>
NO PAR VALUE WITH PAR VALUE PAR
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE
<S> <C> <C> <C>
COMMON 200,000 $0.01
PREFERRED
</TABLE>
<PAGE>
VOTED: That the Articles of Organization of the Corporation be and hereby
are amended to change the 100 shares of Common Stock, no par value
per share, currently authorized, of which 100 shares are
outstanding, into 100,000 shares of Common Stock, $0.01 per share,
of which 100,000 shares shall be outstanding, and to increase the
number of shares of Common Stock, par value $0.01 per share, that
the Corporation is authorized to issue to 200,000 shares.
The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of The General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, WE HAVE HERETO SIGNED OUR
NAMES THIS 26th day of May, in the year 1989.
/s/ RICHARD E. FORKEY , President
- ---------------------------------------------------------------------
/s/ RICHARD E. FORKEY , Clerk
- ---------------------------------------------------------------------
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS
MICHAEL JOSEPH CONNOLLY
SECRETARY OF THE COMMONWEALTH
STATE HOUSE
BOSTON, MASS. 02133
ARTICLES OF ORGANIZATION
(UNDER G.L. CH. 156B)
INCORPORATORS
NAME POST OFFICE ADDRESS
INCLUDE GIVEN NAME IN FULL IN CASE OF NATURAL PERSONS, IN CASE OF A
CORPORATION, GIVE STATE OF INCORPORATION.
Richard Forkey 125 East Road, Westminster, MA 01473
The above-named incorporator(s) do hereby associate (themselves) with
the intention of forming a corporation under the provisions of General Laws,
Chapter 156B and hereby state(s):
1. The name by which the corporation shall be known is:
PRECISION OPTICS CORPORATION, INC.
2. The purposes for which the corporation is formed are as
follows:
Precision Optics Corporation, Inc. has been formed to provide a variety of
services and products to the United States Government, various specialized
industrial customers as well as individual consumers. These goods and services
include, but are not limited to, the provision of engineering, technical,
marketing and management consultation in optical intensive and multi-disciplined
fields of technology; the design, development and production of optical systems
and specialized components of both conventional and unconventional optical
materials; the development, production and marketing of optical, laser-related
and other technology oriented instrumentation for measurement, process control
and robotic application in both industrial and consumer markets.
<PAGE>
3. The total number of shares and the par value, if any, of each
class of stock which the corporation is authorized is as
follows:
<TABLE>
<CAPTION>
NO PAR VALUE WITH PAR VALUE
CLASS OF STOCK NUMBER OF SHARES NUMBER OF SHARES PAR AMOUNT
VALUE
<S> <C> <C> <C> <C>
PREFERRED $
COMMON 100
</TABLE>
*4. If more than one class is authorized, a description of each of
the different classes of stock with, if any, the preferences,
voting powers, qualifications, special rights or privileges as
to each class thereof and any series now established:
*5. The restrictions, if any, imposed by the Articles of
Organization upon the transfer of shares of stock of any class
are as follows:
In the event that any of the stockholders or legal
representatives desire to sell their stock, they shall offer
the stock to the corporation for sale at least thirty days
prior to the actual sale to another party. In the event that
the corporation does not buy the stock within that period of
time, the stockholder will be free to sell the stock to any
person.
*6. Other lawful provisions, if any, for the conduct and
regulation of the business and affairs of the corporation, for
its voluntary dissolution, or for limiting, defining, or
regulating the powers of the corporation, or of its directors,
or stockholders or of any class of stockholders.
*If there are no provisions, state None.
<PAGE>
7. By-laws of the corporation have been duly adopted and the
initial directors, president, treasurer and clerk whose names
are set out below have been duly elected.
8. The effective date of organization of the corporation shall be
the date of filing with the Secretary of the Commonwealth or
if later date is desired, specify date, (not more than 30 days
after date of filing).
9. The following information shall not for any purpose be treated
as a permanent part of the Articles of Organization of the
corporation.
a. THE POST OFFICE ADDRESS of the INITIAL PRINCIPAL
OFFICE of the corporation in Massachusetts:
125 East Road, Westminster, MA 01473
b. The name, residence and post office address of each
of the initial directors and following officers of
the corporation are as follows:
<TABLE>
<CAPTION>
NAME RESIDENCE POST OFFICE ADDRESS
<S> <C>
PRESIDENT: RICHARD FORKEY 125 EAST ROAD, WESTMINSTER, MA 01473
- --------------------------------------------------------------------------------
TREASURER: RICHARD FORKEY 125 EAST ROAD, WESTMINSTER, MA 01473
- --------------------------------------------------------------------------------
CLERK: EDWARD J. MOLONEY 174 CENTRAL ST., LOWELL, MA 01852
- --------------------------------------------------------------------------------
</TABLE>
Directors:
Richard Forkey 125 East Rd., Westminster, MA 01473
c. The date initially adopted on which the corporation's
fiscal year ends is:
June 30
d. The date initially fixed in the by-laws for the
annual meeting of stockholders of the corporation is:
15th of July
e. The name and business address of the resident agent,
if any of the corporation is:
IN WITNESS WHEREOF and under the penalties of perjury the above named
INCORPORATOR(S) sign(s) these Articles of Organization the 27 day of
December 1982.
/s/ Richard Forkey
------------------------------------------
Richard Forkey
The signature of each incorporator which is not a natural person must be by an
individual who shall show the capacity in which he acts and by signing shall
represent under the penalties of perjury that he is duly authorized on his
behalf to sign the Articles of Organization.
<PAGE>
EXHIBIT 5.1
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2624
(617) 951-7000
FAX: (617) 951-7050
January 18, 2000
Precision Optics Corporation, Inc.
22 East Broadway Street
Gardner, Massachusetts 01440
Ladies and Gentlemen:
This opinion is furnished to you in connection with Amendment No. 1
(the "Amendment") to Registration Statement (File No. 333-89989) on Form S-8
to be filed with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended, for the registration of 675,000
shares of Common Stock, $0.01 par value per share (the "Shares"), of
Precision Optics Corporation, Inc., a Massachusetts corporation (the
"Company"), issuable pursuant to awards granted under the Company's 1997
Incentive Plan (the "Plan").
We have acted as counsel to the Company in connection with the
preparation of the Amendment and the Plan and the issuance of awards under the
Plan. For purposes of this opinion we have examined and relied upon such
documents, records, certificates and other instruments as we have deemed
necessary and appropriate.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized and, when the Shares have been issued and sold, and the
consideration therefor has been received by the Company, in accordance with the
terms of the Plan, such Shares will be validly issued, fully paid and
nonassessable.
We hereby consent to your filing this opinion as an exhibit to the
Amendment.
It is understood that this opinion is to be used only in connection
with the offer and sale of the Shares while the Registration Statement, as
amended, is in effect.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated July 27, 1999
included in Precision Optics Corporation, Inc.'s Form 10-KSB for the year
ended June 30, 1999 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
January 18, 2000
