8-K

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):

August 1, 2005

PRECISION OPTICS CORPORATION, INC.

(Exact name of registrant as specified in its charter)

Massachusetts	001-10647	04-2795294
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item1.01 Entry into a Material Definitive Agreement.

In connection with the election of Donald A. Major to the Board of Directors of Precision Optics Corporation, Inc. (the “Company”) and his appointment as chairperson of the Company’s Audit Committee on August 4, 2005 (see Item 5.02 below), the Board of Directors has determined that the chairperson of the Company’s Audit Committee should be entitled to compensation as follows: (1) upon appointment, an option pursuant to the Company’s Amended and Restated 1997 Incentive Plan to purchase 10,000 shares of common stock of the Company at an exercise price equal to the closing price of the Company’s common stock as of the date of grant, with such shares immediately exercisable from and after the date of grant; and (2) $500 per month.

As chairperson of the audit committee and the audit committee financial expert, Mr. Major shall be entitled to an option to purchase 10,000 shares of common stock of the Company at an exercise price of $0.75 per share and $500 per month. This is in addition to the standard compensation received by all members of the Board of Directors for their service.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 1, 2005, the Company received a letter from The Nasdaq Stock Market notifying the Company that it had failed to certify its compliance with the new Audit Committee composition, Audit and Nominating Committee charter, Executive Sessions and Code of Conduct Requirements by July 31, 2005, which is a requirement for continued listing set forth in Nasdaq Marketplace Rule 4350, and that its securities were, therefore, subject to delisting from The Nasdaq SmallCap Market.

On August 4, 2005, the company elected Donald A. Major to the Board of Directors of the Company (see Item 5.02). As a result of the election of Mr. Major, the Company was able to certify its compliance with the new Audit Committee composition, Audit and Nominating Committee charter, Executive Sessions and Code of Conduct Requirements. Nasdaq subsequently sent a letter, dated August 4, 2004, confirming the Company’s compliance with the rules and indicated that no further action will be taken on the matter.

On August 5, 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 Notice from Nasdaq.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(d) On August 4, 2005, Donald A. Major was elected to the Board of Directors of the Company, to serve as a Class II director to hold office until the annual meeting of stockholders in 2007. Mr. Major was also appointed chairperson of the Audit Committee and will serve as the Audit Committee financial expert under Rule 401(e) of Regulation S-B and Nasdaq Marketplace Rule 4350(d)(2). There are no transactions with the company that Mr. Major has been involved in or has plans to be involved in.

On August 5, 2005, the Company issued a press release, attached to this Current Report on Form 8-K as Exhibit 99.1, reporting Mr. Major’s appointment.

Item 9.01 Financial Statements and Exhibits.

(c)	Exhibit Number	Title
	99.1	Press Release issued by Precision Optics Corporation, Inc. on August 5, 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.

	PRECISION OPTICS CORPORATION, INC.
Date: August 5, 2005	By:	/s/ R. Michael Arbon
		Name: R. Michael Arbon
		Title: Chief Financial Officer and Clerk

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued by Precision Optics Corporation, Inc. on August 5, 2005.

EX-99.1

	PRECISION OPTICS CORPORATION 22 EAST BROADWAY GARDNER, MASSACHUSETTS 01440-3338 Telephone 978 / 630-1800 Telefax 978 / 630-1487
	POC:25-0326 Page 1 of 1
NEWS RELEASE
FOR IMMEDIATE RELEASE	Friday, August 5, 2005

PRECISION OPTICS CORPORATION ANNOUNCES ELECTION OF

NEW DIRECTOR AND AUDIT COMMITTEE CHAIR

AND NOTICE FROM NASDAQ

Precision Optics Corporation, Inc. (Nasdaq: POCI) announced today that Donald A. Major has been elected to the Board of Directors of the Company, to serve as a Class II director to hold office until the annual meeting of stockholders in 2007. Mr. Major was also appointed chairperson of the audit committee and will serve as the audit committee financial expert under Rule 401(e) of Regulation S-B and Nasdaq Marketplace Rule 4350(d)(2).

On August 1, 2005, the Company received a letter from The Nasdaq Stock Market notifying the Company that it had failed to certify its compliance with the new Audit Committee composition, Audit and Nominating Committee charter, Executive Sessions and Code of Conduct Requirements by July 31, 2005, which is a requirement for continued listing set forth in Nasdaq Marketplace Rule 4350, and that its securities were, therefore, subject to delisting from The Nasdaq SmallCap Market. As a result of the election of Mr. Major on August 4, 2005, the Company was able to certify its compliance with the new Audit Committee composition, Audit and Nominating Committee charter, Executive Sessions and Code of Conduct Requirements. Nasdaq subsequently sent a letter confirming the Company’s compliance with the rules and indicated that no further action will be taken on the matter.

About Precision Optics

Precision Optics Corporation, a leading developer and manufacturer of advanced optical instruments since 1982, designs and produces high-quality optical thin film coatings, medical instruments, and other advanced optical systems. The Company’s medical instrumentation line includes laparoscopes, arthroscopes and endocouplers and a world-class product line of 3-D endoscopes for use in minimally invasive surgical procedures.

The Company is currently developing specialty instruments incorporating its patent-pending LENSLOCK^TM technology which ensures lower cost, easier repairability and enhanced durability as well as ultra-small instruments (some with lenses less than one millimeter in diameter) utilizing patent-pending micro-precision^TM lens technology. The Company is also exploring new initiatives in single-molecule technology and nanotechnology for biomedical and other applications.

Precision Optics Corporation is certified to the ISO 9001 Quality Standard, and complies with the FDA Good Manufacturing Practices and the European Union Medical Device Directive for CE Marking of its medical products. The Company’s Internet Website is www.poci.com.

Forward-Looking Statements

Forward-looking statements contained in this news release, including those related to the Company’s products under development, are made under "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and involve a number of risks and uncertainties that could materially affect future results. These risks and uncertainties, many of which are not within the Company’s control, include, but are not limited to, the uncertainty and timing of the successful development of the Company’s new products; the risks associated with reliance on a few key customers; the Company’s ability to maintain compliance with requirements for continued listing on the NASDAQ SmallCap Market; the Company’s ability to attract and retain personnel with the necessary scientific and technical skills, the timing and completion of significant orders; the timing and amount of the Company’s research and development expenditures; the timing and level of market acceptance of customers’ products for which the Company supplies components; performance of the Company’s vendors; the ability of the Company to control costs associated with performance under fixed price contracts; and the continued availability to the Company of essential supplies, materials and services; and the other risk factors and cautionary statements listed from time to time in the Company's periodic reports filed with the Securities and Exchange Commission, including but not limited to, the Company's Annual Report on Form 10-KSB for the year ended June 30, 2004.

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