UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_______________________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of
report (Date of earliest event reported):
December
15, 2005
PRECISION
OPTICS CORPORATION, INC.
(Exact
name of registrant as specified in its charter)
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Massachusetts
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001-10647
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04-2795294
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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22
East Broadway, Gardner, Massachusetts 01440
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (978)
630-1800
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or
Standard; Transfer of Listing.
On
December 15, 2005 Precision Optics Corporation, Inc., or the Company, received
a
Nasdaq
Staff Determination letter from The Nasdaq Stock Market indicating the Company's
securities will be delisted from The Nasdaq Capital Market at the opening
of
business on December 27, 2005. Nasdaq has determined that the Company is
not in
compliance with Nasdaq's requirements for continued listing as the Company's
shareholders equity amount is below the minimum requirement of $2.5 million
specified by Marketplace Rule 4310(c)(2)(B). In addition, the Company’s stock
does not meet the $1.00 per share minimum bid price requirement for continued
listing set forth in Marketplace Rule 4310(c)(4). The Company submitted a
plan
of compliance to Nasdaq Staff, however, Staff’s determination was that the
proposed plan lacked sufficient evidence of the ability to achieve near term
compliance with continued listing requirements or sustain such compliance
over
an extended period of time. The Company has decided not to appeal Nasdaq's
determination. Accordingly, the Company's securities will be delisted as
provided in the Nasdaq Staff Determination letter.
We
expect
that our common stock will be quoted on the “Pink Sheets.” The Company will also
seek to have its common stock quoted on the Over-The-Counter Market on the
NASD
Electronic Bulletin Board (OTCBB). Information
regarding the Company's stock and stock trading is expected to remain
available via the Nasdaq website, through on-line trading services and through
securities brokers under the symbol POCI.
On
December 21, 2005, the Company issued a press release, attached to this Current
Report on Form 8-K as Exhibit 99.1, reporting that it had received the letter
from Nasdaq.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibit
Number Title
99.1
Press
Release issued by Precision Optics Corporation, Inc. on December 21,
2005.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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PRECISION
OPTICS CORPORATION, INC. |
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| Date:
December 21, 2005 |
By:
/s/ Richard E.
Forkey
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Name: Richard
E. Forkey |
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Title: Chairman,
President and
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Chief
Executive Officer
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EXHIBIT
INDEX
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Exhibit Number
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Description
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99.1
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Press
Release issued by Precision Optics Corporation, Inc. on December
21,
2005.
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