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):
April
15,
2008
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
4.01 Changes in Registrant’s Certifying Accountant.
On
April
15, 2008, and pursuant to a recommendation from its Audit Committee as a
cost-effectiveness measure, the Board of Directors of Precision Optics
Corporation, Inc. (the “Company”) dismissed Vitale, Caturano & Company, Ltd.
(“Vitale Caturano”) as the independent registered public accountants for the
Company.
The
audit
reports of Vitale Caturano on the Company’s consolidated financial statements as
of and for the years ended June 30, 2006 and 2007 contained no adverse opinion
or disclaimer of opinion, nor were such reports modified as to uncertainty,
audit scope, or accounting principles.
In
connection with the audits of the two fiscal years ended June 30, 2007, and
the
subsequent interim periods through April 15, 2008, there were no disagreements
with Vitale Caturano on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Vitale Caturano, would
have caused Vitale Caturano to make reference to the subject matter of the
disagreements in their opinions. There were no "reportable events" during the
fiscal years ended June 30, 2006 and 2007 or the subsequent interim periods
through April 15, 2008, except for a material weakness in internal control
over
the Company's accounting for stock based compensation identified by Vitale
Caturano, which the Company initially reported in "Item 3. Controls and
Procedures," of its Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2006. The Audit Committee discussed such material weakness with
Vitale Caturano. The Company has authorized Vitale Caturano to respond fully
to
any inquiries by Stow & Degon regarding such material weakness.
The
Company provided Vitale Caturano with a copy of this Current Report on Form
8-K
on April 18, 2008 and requested that they furnish the Company with a letter
addressed to the SEC stating whether they agree with the statements made in
this
Current Report on Form 8-K, and if not, stating the aspects with which they
do
not agree. A copy of the letter provided by Vitale Caturano, dated April 21,
2008, is attached to this Form 8-K as an exhibit.
On
April
15, 2008, the Audit Committee recommended and the Board of Directors approved
the engagement of Stow & Degon as the Company’s independent accountants for
the quarter ended March 31, 2008 and for the fiscal year ending June 30, 2008,
effective upon the final execution of an engagement letter. The Company's
management and the members of the Audit Committee of the Company's Board of
Directors believe that the engagement of Stow & Degon will permit the
Company to obtain similar audit services at a lower cost to the
Company.
During
the two most recent fiscal years and through April 15, 2008, the Company did
not
consult with Stow & Degon regarding the application of accounting principles
to a specific completed or contemplated transaction, or the type of audit
opinion that might be rendered on the Company’s financial statements, or any
other matter that was either the subject of disagreement or identified in
response to Item 304(a)(1)(iv) of Regulation S-B, including the material
weakness identified above.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
April
15, 2008, the Compensation Committee of the Board of Directors and the
disinterested members of the Board of Directors approved new compensation
arrangements for Richard E. Forkey, the President and Chief Executive Officer
of
the Company (the "President"), and Dr. Joseph N. Forkey, the Chief Scientific
Officer of the Company (the "CSO"). Under the terms of the new compensation
arrangements, the President will receive the majority of his annual compensation
in the form of restricted stock. The CSO has also agreed to receive
a limited percentage of his annual compensation in the form of restricted
stock. Joel R. Pitlor, a member of the Board of Directors of the Company who
also provides consulting services to the Company, has agreed that fees for
his
consulting services may be paid in the form of restricted stock as
well.
In
each
case, the restricted stock will be granted under the Company's 2006 Equity
Incentive Plan on a periodic basis and will be subject to performance based
vesting conditions.
Item
9.01. Financial
Statements and Exhibits.
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(c)
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Exhibit
Number
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Title
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16.1
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Letter
from Vitale, Caturano & Company, Ltd. to the Securities and Exchange
Commission dated April 21, 2008.
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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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Date:
April 21, 2008
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PRECISION
OPTICS CORPORATION, INC.
By:
/s/
Richard E.
Forkey
Name: Richard
E. Forkey
Title:
President and Chief Executive Officer
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EXHIBIT
INDEX
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Exhibit Number
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Description
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16.1
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Letter
from Vitale, Caturano & Company, Ltd. to the Securities and Exchange
Commission dated April 21, 2008.
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