<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14 OF
THE SECURITIES EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT /X/
FILED BY A PARTY OTHER THAN THE REGISTRANT / /
<TABLE>
<S> <C>
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
</TABLE>
PRECISION OPTICS CORPORATION, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
<TABLE>
<S> <C> <C>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
1) Title of each class of securities to which transaction
applies:
----------------------------------------------------------
2) Aggregate number of securities to which transaction
applies:
----------------------------------------------------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined):
----------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------
5) Total fee paid:
----------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
1) Amount Previously Paid:
----------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------
3) Filing Party:
----------------------------------------------------------
4) Date Filed:
----------------------------------------------------------
</TABLE>
<PAGE>
PRECISION OPTICS CORPORATION, INC.
22 EAST BROADWAY
GARDNER, MASSACHUSETTS 01440
October 16, 2000
To the Shareholders:
The Board of Directors and Officers of Precision Optics Corporation, Inc.
invite you to attend the 2000 Annual Meeting of Shareholders to be held Tuesday,
November 14, 2000, at 10:00 a.m. at the Four Points Sheraton Hotel, 99 Erdman
Way, Leominster, Massachusetts.
A copy of the Proxy Statement and the Company's 2000 Annual Report to
Shareholders are enclosed.
If you cannot be present at the meeting, please mark, date, and sign the
enclosed proxy and return it as soon as possible in the enclosed envelope.
Very truly yours,
RICHARD E. FORKEY
PRESIDENT
<PAGE>
PRECISION OPTICS CORPORATION, INC.
22 EAST BROADWAY
GARDNER, MASSACHUSETTS 01440
NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 14, 2000
The 2000 Annual Meeting of Shareholders of Precision Optics
Corporation, Inc. (the "Company") will be held on Tuesday, November 14, 2000, at
10:00 a.m. at the Four Points Sheraton Hotel, 99 Erdman Way, Leominster,
Massachusetts, for the following purposes:
1. To elect two directors to hold office for a three-year term and until
their successors shall have been duly elected and qualified.
2. To transact any and all other business that may properly come before the
meeting or any adjournment thereof.
All shareholders of record at the close of business on Friday,
September 29, 2000, are entitled to notice of and to vote at the meeting.
Shareholders are requested to sign and date the enclosed proxy and return it
in the enclosed envelope. The envelope requires no postage if mailed in the
United States.
By Order of the Board of Directors
JACK P. DREIMILLER
CLERK
October 16, 2000
<PAGE>
PRECISION OPTICS CORPORATION, INC.
PROXY STATEMENT
------------------------
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
This Proxy Statement and form of proxy are furnished in connection with the
solicitation of proxies by the Board of Directors of Precision Optics
Corporation, Inc., a Massachusetts corporation (the "Company"), for the 2000
annual meeting of shareholders of the Company to be held November 14, 2000, at
10:00 a.m. at the Four Points Sheraton Hotel, 99 Erdman Way, Leominster,
Massachusetts, and any adjournments thereof, for the purposes set forth in the
notice of meeting. The Company was incorporated in 1982, and its principal
executive offices are at 22 East Broadway, Gardner, Massachusetts 01440
(telephone 978-630-1800). This Proxy Statement and form of proxy are first being
distributed to shareholders on or about October 16, 2000.
VOTING RIGHTS AND OUTSTANDING SHARES
As of September 29, 2000, the Company had outstanding 10,497,658 shares of
Common Stock, $0.01 par value (the "Common Stock"). Each share of Common Stock
entitles the holder of record thereof at the close of business on September 29,
2000 to one vote in person or by proxy on the matters to be voted upon at the
meeting.
The Company will bear all the costs of the solicitation of proxies. The
Board of Directors may arrange with brokerage houses and other custodians,
nominees, and fiduciaries to forward solicitation materials to the beneficial
owners of the stock held of record by such persons, and the Company may
reimburse them for the reasonable out-of-pocket expenses incurred in so doing.
In addition to the solicitation of proxies by use of the mails, the Company may
use the services of some of its directors, officers and regular employees (who
will receive no compensation therefor in addition to their regular salaries) to
solicit proxies personally or by mail or telephone.
Consistent with Massachusetts law and the Company's by-laws, the holders of
a majority of the shares entitled to be cast on a particular matter, present in
person or represented by proxy, constitutes a quorum as to such matter. Votes
cast by proxy or in person at the Annual Meeting will be counted by persons
appointed by the Company to act as election inspectors for the meeting.
If the enclosed form of proxy is properly signed and returned and not
revoked, the shares represented thereby will be voted at the Annual Meeting. If
the shareholder specifies in the proxy how the shares are to be voted, they will
be voted as specified. If the shareholder does not specify how the shares are to
be voted, such shares will be voted in favor of the proposal described in
Item 1 below. Shares represented by proxies that indicate an abstention or a
"broker non-vote" (that is, shares represented at the Meeting held by brokers or
nominees as to which (i) instructions have not been received from the beneficial
owners or persons entitled to vote and (ii) the broker or nominee does not have
the discretionary voting power on a particular matter) will be counted as shares
that are present and entitled to vote on the matter for purposes of determining
the presence of a quorum. Shares indicating an abstention will be treated as
votes against the proposal; shares indicating a broker non-vote, however, will
not constitute votes cast at the meeting and thus will have no effect on the
outcome. The election of directors described in Item 1 requires a plurality of
votes cast. Should either of the persons so named below as nominees for the
Board of Directors be unable or unwilling to serve as director, the persons
named in the form of proxy for the annual meeting may, in their discretion, vote
for such other person or may vote to fix the number of directors at such number
less than six, as the Board of Directors may recommend.
<PAGE>
Any shareholder has the right to revoke his or her proxy at any time before
it is voted by: (1) attending the meeting and voting in person, (2) by filing
with the Clerk of the Company a written instrument revoking the proxy or
(3) delivering to the Clerk another newly executed proxy bearing a later date.
At the date hereof, the Company's management has no knowledge of any
business other than that described in the notice for the annual meeting which
will be presented for consideration at such meeting. If any other business
should come before such meeting, the persons appointed by the enclosed form of
proxy may, in their discretion, vote all such proxies in the manner which the
Board of Directors may recommend. The persons appointed by the enclosed form of
proxy also may, in their discretion, vote all proxies with respect to matters
incident to the conduct of the meeting.
ITEM 1. ELECTION OF DIRECTORS
The Company's Board of Directors is divided into three classes that are
equal in number, with staggered terms of office. Only one class is elected each
year, and each director serves a three year term and until his or her successor
has been duly elected and qualified. The Board of Directors has fixed the number
of directors at six. At the annual meeting it is intended that the Company's
Class I Directors (Messrs. Forkey and Benjamin) be elected to hold office until
the annual meeting of shareholders in 2003 and until their respective successors
have been duly elected and qualified. The nominees are currently directors of
the Company. The directors in Class II (Messrs. Marxe and Pitlor) will hold
office until the annual meeting of shareholders in 2001, and the directors in
Class III (Dr. Macleod and Mr. Shannon) will hold office until the annual
meeting of shareholders in 2002 (and in each case, until their respective
successors have been duly elected and qualified). The names, ages, principal
occupations for at least the last five years, and certain other information with
regard to the directors, including the nominees, are as follows:
<TABLE>
<CAPTION>
NAME AND YEAR
FIRST ELECTED DIRECTOR AGE PRINCIPAL OCCUPATION; DIRECTORSHIPS OF OTHER PUBLIC COMPANIES
---------------------- -------- -------------------------------------------------------------
<S> <C> <C>
Richard E. Forkey (1982).................. 60 President, Chief Executive Officer, Treasurer and a director
of the Company since founding the Company in 1982; Clerk of
the Company from May 1983 to June 1990.
Edward A. Benjamin (1990)................. 62 Clerk of the Company from June 1990 to January 1998.
Mr. Benjamin has been a Trustee of the Board of Trustees of
New England Zenith Fund and a Member of the Board of Managers
of New England Variable Annuity Fund I since October 1999.
Mr. Benjamin was a partner in the law firm of Ropes & Gray,
Boston, Massachusetts, from 1969 to 1998.
H. Angus Macleod (1997)*.................. 67 Dr. Macleod has been President of the Thin Film Center, Inc.
of Tucson, Arizona, since 1992, a firm which provides
software consulting and courses for design and analysis of
thin film optical coating and filters. Dr. Macleod was a
professor at the University of Arizona between 1979 and 1995.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
NAME AND YEAR
FIRST ELECTED DIRECTOR AGE PRINCIPAL OCCUPATION; DIRECTORSHIPS OF OTHER PUBLIC COMPANIES
---------------------- -------- -------------------------------------------------------------
<S> <C> <C>
Austin W. Marxe (1998)*................... 60 Mr. Marxe has been the Managing Director of Special
Situations Fund III, L.P., a registered investment company
based in New York City, and several other affiliated and
predecessor investment funds, since 1990.
Joel R. Pitlor (1990)*.................... 61 Since 1979, President of J.R. Pitlor, a management consulting
firm that provides strategic business planning, which
Mr. Pitlor founded. Mr. Pitlor has provided business planning
consultation to the Company since 1983. Mr. Pitlor has been a
director of Uroplasty, Inc., a Minnesota-based medical
products supplier, since 1992.
Robert R. Shannon (1990)*................. 68 Since 1969, professor at the Optical Sciences Center of the
University of Arizona and Director of the Center from 1983 to
July 1992.
</TABLE>
------------------------
* Directors whose terms do not expire this year.
All of the shareholders holding shares of the Company's Common Stock are
entitled to cast one vote in person or by proxy for each share standing in their
names and are entitled to elect two Class I directors at the 2000 annual
meeting. If the nominees are not available as candidates when the election
occurs, the persons named in the proxy may, in their discretion, vote for the
election of such other persons as the Board of Directors may designate or to
reduce the number of directors correspondingly. The Company has no reason to
believe that the nominees will not be available for election.
BOARD OF DIRECTORS
During the fiscal year ended June 30, 2000, the Company's Board of Directors
held six meetings and acted by unanimous written consent on ten occasions.
Dr. Macleod attended fewer than 75% of the those meetings. The Board of
Directors has a standing Audit Committee composed of Messrs. Benjamin, Pitlor
and Shannon. The function of the Audit Committee is to provide assistance to the
Board of Directors in fulfilling its responsibility to the shareholders,
potential shareholders and the investment community in respect of corporate
accounting, reporting practices of the Company, and the quality and integrity of
the financial reports of the Company. The Audit Committee held one meeting
during the fiscal year ended June 30, 2000. The Board does not have standing
nominating or compensation committees.
Information as to ownership of the Company's securities by the nominees for
director is included under the heading "Security Ownership of Certain Beneficial
Owners and Management."
3
<PAGE>
EXECUTIVE OFFICERS
The Company's executive officers as of June 30, 2000 were as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- -------- --------
<S> <C> <C>
Richard E. Forkey........... 60 President, Chief Executive Officer, Treasurer
Jack P. Dreimiller.......... 52 Senior Vice President, Finance, Chief Financial Officer
and Clerk
Dr. James D. Rancourt....... 59 Senior Vice President, Optical Thin Films Technology
</TABLE>
Mr. Forkey has been the President, Chief Executive Officer, Treasurer, and a
director of the Company since he founded the Company in 1982. He was the Clerk
of the Company from May 1983 to June 1990.
Mr. Dreimiller has been Senior Vice President, Finance and Chief Financial
Officer since April 1992 and Clerk since January 1998.
Dr. Rancourt has been Senior Vice President, Optical Thin Films Technology,
since January 2000. From 1997 to January 2000, he was Director of Product
Development at Guardian Industries, Inc. From 1995 to 1997, he was Chief
Scientist at Optical Coating Laboratory, Inc.
4
<PAGE>
COMPENSATION AND OTHER MATERIAL TRANSACTIONS
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth all compensation for the last three completed
fiscal years awarded to, earned by, or paid to the Company's Chief Executive
Officer at June 30, 2000 and the executive officers during the fiscal year ended
June 30, 2000 whose total annual salary and bonuses for the fiscal year ended
June 30, 2000 exceeded $100,000 for all services rendered in all capacities to
the Company and its subsidiaries (the "Named Executive Officers").
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------------------------------- ----------------------------
AWARDS PAYOUTS
---------- ---------------
SECURITIES
UNDERLYING
NAME AND PRINCIPAL POSITION OTHER ANNUAL OPTIONS ALL OTHER
AT FISCAL YEAR END YEAR SALARY($) BONUS($) COMPENSATION($) (NUMBER) COMPENSATION($)
--------------------------- -------- --------- -------- --------------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Richard E. Forkey .................. 2000 174,232 -0- 10,312(1) -0- 6,692(2)
President, Chief Executive Officer 1999 155,002 -0- 5,484(1) -0- 6,692(2)
1998 153,213 -0- 13,052(1) -0- 6,692(2)
Jack P. Dreimiller ................. 2000 141,252 -0- 2,708(3) 10,000 2,025(4)
Senior Vice President Finance, Chief 1999 128,257 -0- 2,551(3) -0- 2,025(4)
Financial Officer and Clerk 1998 121,040 2,000 2,071(3) 25,000 2,025(4)
Kumar M. Kharjurivala(5) ........... 2000 122,878 -0- 16,683(3) -0- 2,165(4)
1999 123,473 -0- 21,314(3) -0- 2,165(4)
1998 118,031 -0- 2,052(3) 100,000 2,165(4)
</TABLE>
------------------------
(1) Includes $7,812, $2,384, and $11,052 for car expense for 2000, 1999 and
1998, respectively.
(2) Represents premiums for a life insurance policy and a disability insurance
policy.
(3) Represents Company's matching contribution to Profit Sharing Plan; and for
Mr. Khajurivala includes payments of accrued vacation time of $14,345 and
$18,845 for 2000 and 1999, respectively.
(4) Represents premiums for a life insurance policy.
(5) Mr. Khajurivala was Vice President, Operations of the Company until May 30,
2000, when his employment with the Company ended.
5
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth the individual grants of stock options made
by the Company during the fiscal year ended June 30, 2000 to its Named Executive
Officers.
<TABLE>
<CAPTION>
PERCENT OF TOTAL
NUMBER OF SECURITIES OPTIONS GRANTED TO
UNDERLYING EMPLOYEES IN
NAME OPTIONS GRANTED FISCAL YEAR EXERCISE PRICE EXPIRATION DATE
---- -------------------- ------------------ -------------- ---------------
<S> <C> <C> <C> <C>
Richard E. Forkey............... none none none none
Jack P. Dreimiller.............. 10,000(1) 5.26% $1.00 10/5/09
Kumar M. Khajurivala(2)......... none none none none
</TABLE>
------------------------
(1) Options are exercisable as follows: one-fourth as of October 5, 1999, the
grant date, and one-fourth on each of the first, second and third
anniversaries of the grant date.
(2) Mr. Khajurivala was Vice President, Operations of the Company until May 30,
2000, when his employment with the Company ended.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table summarizes for each of the Named Executive Officers
(i) the total number of shares received upon exercise of stock options during
the fiscal year ended June 30, 2000, (ii) the aggregate dollar value realized
upon such exercise, (iii) the total number of unexercised options, if any, held
at June 30, 2000 and (iv) the value of unexercised in-the-money options, if any,
held at June 30, 2000. In-the-money options are options where the fair market
value of the underlying securities exceeds the exercise or base price of the
option. The aggregate value realized upon exercise of a stock option is the
difference between the aggregate exercise price of the option and the fair
market value of the underlying stock on the date of exercise. The value of
unexercised, in-the-money options at fiscal year-end is the difference between
the exercise price of the option and the fair market value of the underlying
stock on June 30, 2000, which was $16.6875 per share. With respect to
unexercised, in-the-money options, the underlying options have not been
exercised, and actual gains, if any, on exercise will depend on the value of the
Company's Common Stock on the date of exercise.
<TABLE>
<CAPTION>
FISCAL-YEAR-END OPTION VALUES
VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL-YEAR END AT FISCAL YEAR-END ($)
--------------------------- ---------------------------
SHARES ACQUIRED ON VALUE EXERCISABLE UNEXERCISABLE
NAME EXERCISE (NUMBER) REALIZED($) (NUMBER) (NUMBER) EXERCISABLE UNEXERCISABLE
---- ------------------ ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Richard E. Forkey.......... -0- -0- -0- -0- -0- -0-
Jack P. Dreimiller......... 35,000 696,023 86,250 13,750 1,255,034 197,928
Kumar M. Khajurivala(1).... 157,500 1,542,752 -0- -0- -0- -0-
</TABLE>
------------------------
(1) Mr. Khajurivala was Vice President, Operations of the Company until May 30,
2000, when his employment with the Company ended.
6
<PAGE>
LONG TERM INCENTIVE PLANS-AWARDS IN LAST FISCAL YEAR
The Company made no awards under a long term incentive plan in the fiscal
year ended June 30, 2000.
DIRECTOR COMPENSATION
The Company pays each director who is not also an employee of the Company
$250 per meeting which the director attends and reimburses the director for
travel expenses.
In addition, during the fiscal year ended June 30, 2000, the Company issued
pursuant to its 1997 Incentive Plan stock options exercisable for a total of
5,000 shares of the Company's Common Stock to each of Messrs. Benjamin, Pitlor,
Marxe, Shannon and Dr. Macleod. Each of these options is immediately exercisable
at a price per share of $2.0625.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS
The Company has no employment contracts in place with any Named Executive
Officers. The Company also has no compensatory plan or arrangement with respect
to any Named Executive Officer where such plan or arrangement will result in
payments to such Named Executive Officer upon or following his the resignation,
retirement, or other termination of employment with the Company and its
subsidiaries, or as a result of a change-in-control of the Company or a change
in the Named Executive Officers' responsibilities following a change-in-control.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
During the fiscal year ended June 30, 2000, one Form 4 reporting one
transaction filed pursuant to Section 16(a) of the Securities Exchange Act of
1934 on behalf of Mr. Dreimiller was not filed on a timely basis.
Based solely on a review of Forms 3 and 4 and amendments thereto furnished
to the Company during the fiscal year ended June 30, 2000: (i) one Form 4
reporting 8 transactions was not filed on a timely basis by Special Situations
Private Equity Fund, L.P. ("SSPEF"); (ii) one Form 4 reporting 8 transactions
was not filed by Special Situations Technology Fund, L.P. ("SSTF") on a timely
basis; and (iii) one Form 3 reporting two transactions and one Form 4 reporting
8 transactions were not filed on a timely basis by Special Situations Cayman
Fund ("SSCF"). The Company has been furnished with a copy of a Form 5, not filed
on a timely basis, on behalf of each of SSPEF and SSTF with respect to two sale
transactions by each of them during the Company's fiscal year ended June 30,
2000, which were originally reported on a timely basis on Form 4 as an exercise
of warrants. Austin Marxe and David Greenhouse are principals of the investment
funds referred to in (i)-(iii) above and their respective investment advisers.
Mr. Marxe, Mr. Greenhouse and M.G. Advisers, L.L.C., SST Advisers, L.L.C. and
AWM Investment Company, Inc., the respective investment advisers to the funds,
have disclaimed beneficial ownership for purposes of Section 16(a) of the
securities involved in the transactions referred to in (i)-(iii) above.
7
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has an arrangement with J.R. Pitlor ("J.R. Pitlor"), a company
wholly owned by Mr. Pitlor, a director of the Company, under which Mr. Pitlor
provides consulting services to the Company for a fee not to exceed $2,000 a
month. These consulting services consist primarily of advice regarding
marketing, strategic planning and other general business issues. Either party
may terminate this arrangement at will. The Company paid J.R. Pitlor for
consulting services aggregate fees of approximately $165,000 from July 1, 1997
to June 30, 2000.
The Company leases its facility in Gardner, Massachusetts from Equity
Assets, Inc. ("Equity"), a company wholly owned by Mr. Forkey, the President and
Treasurer and a Director of the Company, under a Lease Agreement dated
January 2, 1989, at an annual base rent of $108,000. The lease expired on
December 31, 1999. The Company is currently a tenant-at-will paying rent of
$9,000 per month.
On April 29, 1999, the Company borrowed $175,000 from Austin Marxe, a
Director of the Company. The Company repaid this amount plus $188.37 in interest
to Mr. Marxe on May 3, 1999. In private placements completed in June 1998 and
August 1999, respectively, the Company issued to investment funds affiliated
with Mr. Marxe: (i) 500,000 shares of its Common Stock and warrants exercisable
for an additional 500,000 shares, and (ii) 1,000,000 shares of its Common Stock
and warrants exercisable for an additional 1,000,000 shares.
The Company has paid software and consulting fees of $51,019 for fiscal year
1998, $30,064 for fiscal year 1999 and $66,638 for fiscal year 2000 to Thin Film
Center, Inc., a company wholly owned by Dr. Macleod, a Director of the Company.
The Company has paid legal fees to Ropes & Gray, a law firm of which
Mr. Benjamin, a Director of the Company, is a retired partner, of approximately
$111,696 for fiscal year 1998, $124,650 for fiscal year 1999, and $252,611 for
fiscal year 2000.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the Company's Common
Stock owned as of the close of business on September 29, 2000, the record date
for the 2000 Annual Meeting, by the following persons: (i) each person who is
known by the Company to own beneficially more than 5% of the Company's Common
Stock, (ii) each of the Company's directors and nominees for director who
beneficially owns the Company's or its subsidiaries' Common Stock, other than
directors' qualifying shares, (iii) each of the Company's Named Executive
Officers who beneficially own the Company's or its subsidiaries' Common Stock,
and (iv) all executive officers and directors, as a group, who beneficially own
the Company's or its subsidiaries' Common Stock. The information on beneficial
ownership in the table and footnotes thereto is based upon data furnished to the
Company by, or on behalf of, the persons listed in the table.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) PERCENT(2)
------------------- ----------------------- ----------
<S> <C> <C>
David M. Greenhouse ........................................ 786,800(3) 7.50%
c/o Special Situations Fund III, L.P.
153 East 53rd Street
New York, NY 10022
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) PERCENT(2)
------------------- ----------------------- ----------
<S> <C> <C>
DIRECTORS AND OFFICERS
Edward A. Benjamin* ........................................ 45,750(4) **
c/o Ropes & Gray
One International Place
Boston, MA 02110
Richard E. Forkey* ......................................... 1,762,267 16.79%
c/o Precision Optics Corporation, Inc.
22 East Broadway
Gardner, MA 01440
H. Angus Macleod* .......................................... 28,750(5) **
c/o Thin Film Center, Inc.
2745 East Via Rotonda
Tucson, AZ 85716
Austin W. Marxe* ........................................... 796,800(6) 7.58%
c/o Special Situations Funds
153 East 53rd Street
New York, NY 10022
Joel R. Pitlor* ............................................ -0- **
19 Chalk Street
Cambridge, MA 02139
Robert R. Shannon* ......................................... 60,250(7) **
7040 E. Taos Place
Tucson, AZ 85715
Jack P. Dreimiller ......................................... 88,750(8) **
c/o Precision Optics Corporation, Inc.
22 East Broadway
Gardner, MA 01440
All officers and directors as a group, including those named
above (8 persons) ........................................ 2,822,567(9) 26.15%
</TABLE>
------------------------
* Director
** The percentage of shares beneficially owned by such person does not exceed
one percent of the Company's Common Stock.
(1) Represents shares with respect to which each beneficial owner listed has or
will have, upon acquisition of such shares upon exercise or conversion of
options, warrants, conversion privileges or other rights exercisable within
sixty days, sole voting and investment power.
(2) Percentages are calculated on the basis of the amount of outstanding Common
Stock plus, for each person or group, any securities that such person or
group has the right to acquire within sixty days pursuant to options,
warrants, conversion privileges or other rights.
9
<PAGE>
(3) Represents (i) 201,800 shares owned of record by Special Situations Private
Equity Fund, L.P. ("SSPEF"); (ii) 341,500 shares owned of record by Special
Situations Fund III, L.P. ("SSF III"); (iii) 137,000 shares owned of record
by Special Situations Technology Fund, L.P. ("SSTF"); and (iv) 106,500
shares owned of record by Special Situations Cayman Fund, L.P. ("SSCF").
SSPEF, SSF III, SSTF and SSCF are affiliated investment funds. David
Greenhouse and Austin Marxe, a director of the Company, are principals of
the investment funds and their respective investment advisers, M.G.
Advisers, L.L.C., SST Advisers, L.L.C. AWM Investment Company, Inc.
(4) Includes 43,750 shares which may be acquired within sixty days upon the
exercise of outstanding stock options.
(5) Represents shares which may be acquired within sixty days upon the exercise
of outstanding stock options.
(6) Includes (i) 786,800 shares owned by certain affiliated investment funds of
which Mr. Marxe is a principal (see footnote (3) above) and (ii) 10,000
shares which may be acquired within sixty days upon exercise of outstanding
stock options awarded to Mr. Marxe personally in his capacity as a Director
of the Company.
(7) Includes 55,250 shares which may be acquired within sixty days upon the
exercise of outstanding stock options.
(8) Includes 256,500 shares which may be acquired within sixty days upon the
exercise of outstanding stock options.
INDEPENDENT PUBLIC ACCOUNTANTS
The directors have appointed Arthur Andersen LLP to examine the Company's
financial statements for fiscal year 2001. The Company expects that a
representative of Arthur Andersen LLP will be present at the annual meeting and
available to respond to appropriate questions and will have the opportunity to
make a statement if he or she desires to do so.
SHAREHOLDER PROPOSALS
Shareholders may present proposals for inclusion in the 2001 Proxy Statement
and form of proxy relating to that meeting provided they are received by the
Clerk of the Company no later than June 18, 2001 and are otherwise in compliance
with applicable Securities and Exchange Commission regulations.
If a Shareholder who wishes to present a proposal at the Company's 2001
Annual Meeting that will not be included in the Company's proxy statement for
such Annual Meeting fails to notify the Company of his or her desire to do so by
September 1, 2001, then the proxies that the Board of Directors solicits for the
2001 Annual Meeting will include discretionary authority to vote on the
Shareholder's proposal, if such proposal is properly brought before the meeting.
10
<PAGE>
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
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PRECISION OPTICS CORPORATION, INC.
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1. Election of two Class I Directors. The nominees for the Board of Directors to
serve for a three-year term as Class I Directors:
For All With- For All
Nominees hold Except
(01) Richard E. Forkey
(02) Edward A. Benjamin / / / / / /
NOTE: If you do not wish your shares voted "For" a particular nominee, mark
the "For All Except" box and strike a line through the name of the nominee.
Your shares will be voted for the remaining nominee.
CONTROL NUMBER:
RECORD DATE SHARES:
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Please be sure to sign and date this Proxy. Date
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----Shareholder sign here --------------- Co-owner sign here ----------
Mark box at right if an address change or comment has been / /
noted on the reverse side of this card.
DETACH CARD DETACH CARD
PRECISION OPTICS CORPORATION, INC.
Dear Shareholder,
Please take note of the important information enclosed with this Proxy
Ballot. The Proposals which are discussed in detail in the enclosed proxy
materials require your immediate attention and approval.
Your vote counts, and you are strongly encouraged to exercise your right to
vote your shares.
Please mark the boxes on this proxy card to indicate how your shares will be
voted. Then sign the card, detach it and return your proxy vote in the
enclosed postage paid envelope.
Your vote must be received prior to the Annual Meeting of Shareholders on
November 14, 2000.
Thank you in advance for your prompt consideration of these matters.
Very truly yours,
Precision Optics Corporation, Inc.
<PAGE>
PRECISION OPTICS CORPORATION, INC.
COMMON STOCK PROXY
The undersigned, revoking any previous instructions, hereby acknowledges receipt
of the Notice and Proxy Statement dated October 16, 2000. In connection with the
Annual Meeting mentioned below, the undersigned hereby appoint(s) Richard E.
Forkey and Jack P. Dreimiller as attorneys of the undersigned, each with power
to act alone and with full power of substitution, to act and to vote all shares
of stock which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of Precision Optics Corporation, Inc., to be held on November 14,
2000, at 10:00 A.M., at the Four Points Sheraton Hotel, 99 Erdman Way,
Leominster, Massachusetts, and at any adjournment or postponement thereof, upon
the matters set forth in the proxy statement for such Annual Meeting. The
foregoing attorneys are authorized to vote, in their discretion, upon such other
business as may properly come before the meeting or any adjournments or
postponements thereof.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. WHEN THIS PROXY IS PROPERLY
EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE VOTED AS SPECIFIED BY THE
SHAREHOLDER(S) ON THE REVERSE SIDE HEREOF OR, WHERE NO DIRECTION IS GIVEN, WILL
BE VOTED FOR THE ELECTION OF THE CLASS I DIRECTOR NOMINEES.
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PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
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Please sign exactly as your name appears on the books of the Company. Joint
owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
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HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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