UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __2__)
Precision Optics, Corp.
(Name of Issuer)
Common Stock, Par Value .01
(Title of Class of Securities)
740294202
(CUSIP Number)
with a copy to:
Austin W. Marxe Allen B. Levithan, Esq.
527 Madison Avenue, Suite 2600 Lowenstein Sandler PC
New York, New York 10022 65 Livingston Avenue
Roseland, New Jersey 07068
(973) 597-2424
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2010
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. ?
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See section 240.13d-7 for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be ?filed? for the purpose of Section 18 of the Securities Exchange
Act of 1934 (?Act?) or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Cusip No. 740294202
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only):
Austin W. Marxe and David M. Greenhouse
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) [ ] Not Applicable
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions): 00
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e):
Not Applicable
6. Citizenship or Place of Organization: United States
Number of 7. Sole Voting Power: 0*
Shares Beneficially 8. Shared Voting Power: 1,538,099*
Owned by
Each Reporting 9. Sole Dispositive Power: 0*
Person With 10. Shared Dispositive Power: 1,538,099*
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,538,099*
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): Not Applicable
13. Percent of Class Represented by Amount in Row (11): 69.5% *
14. Type of Reporting Person (See Instructions): IA, IN
* This is a joint filing by Austin W. Marxe (?Marxe?) and David M.
Greenhouse (?Greenhouse?). Marxe and Greenhouse share sole voting and
investment power over 1,098 shares of Common Stock owned by Special
Situations Cayman Fund, L.P., 0 shares of Common Stock owned by Special
Situations Fund III, L.P., 160,301 shares of Common Stock, 7,630,000
Warrants to purchase 377,200 Common Shares and $275,000 Debenture
convertible into 220,000 Common Shares owned by Special Situations Fund
III QP, L.P., 160,000 shares of Common Stock, 7,630,000 Warrants to
purchase 377,200 Common Shares and $275,000 Debenture convertible into
220,000 Common Shares owned by Special Situations Private Equity Fund,
L.P., and 22,300 shares of common stock owned by Special Situations
Technology Fund II, L.P. See Items 2 and 5 of this Schedule 13D for
additional information.
Item 1. Security and Issuer.
This schedule related to the Common Stock of Precision Optics, Corp.
the ?Issuer?). The Issuer?s principal executive officers are located at 22 East
Broadway, Gardner MA 01440
Item 2. Identity and Background.
The persons filing this report are Austin W. Marxe (?Marxe?) and
David M. Greenhouse (?Greenhouse?), who are the controlling principals of AWM
Investment Company, Inc. (?AWM?), the general partner of and investment adviser
to Special Situations Cayman Fund, L.P. (?Cayman?). AWM also serves as the
general partner of MGP Advisers Limited Partnership (?MGP?), the general
partner of and investment adviser to Special Situations Fund III, L.P.
(?SSF3?) and general partner of Special Situations Fund III QP, L.P. (SSFQP).
Marxe and Greenhouse are also members of MG Advisers L.L.C. (?MG?), the general
partner of Special Situations Private Equity Fund, L.P. (?SSPE?), and members
of SST Advisers, L.L.C. (?SSTA?), the general partner of Special Situations
Technology Fund II, L.P. (?Tech II?). AWM serves as the investment adviser
to SSFQP, SSPE, and Tech II. (SSF3, SSFQP, Cayman, SSPE, and Tech II will
hereafter be referred to as, the ?Funds?).
The principal office and business address of the Reporting Persons,
is 527 Madison Avenue, Suite 2600, New York NY 10022.
The principal business of each Fund is to invest in equity and
equity-related securities and other securities of any kind or nature.
Mr. Marxe and Mr. Greenhouse have never been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors), nor
have either of them been a party to any civil proceeding commenced before a
judicial or administrative body of competent jurisdiction as a result of which
he was or is now subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws. Mr.
Marxe and Mr. Greenhouse are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Each Fund utilized its own available net assets to purchase the
securities referred to in this Schedule.
Item 4. Purpose of Transaction.
The securities referred to in this Schedule have been acquired by
each of the Funds for investment purposes and not with the purpose or effect of
changing or influencing control of the Issuer. Each Fund acquired the
securities in the ordinary course of business and is holding the securities for
the benefit of its investors.
Item 5. Interest in Securities of the Issuer.
Cayman owns 1,098 shares of Common Stock or 0.1% of the shares
outstanding, SSF3 owns 0 shares of Common Stock or 0.0% of the shares
outstanding, SSFQP owns 160,301 shares of Common Stock, 7,630,000 Warrants to
purchase 377,200 Common Shares and $275,000 Debenture convertible into 220,000
Common Shares or 46.9% of the shares outstanding, SSPE owns 160,000 shares of
Common Stock, 7,630,000 Warrants to purchase 377,200 Common Shares and $275,000
Debenture convertible into 220,000 Common Shares or 46.9% of the shares
outstanding, and Tech II owns 22,300 shares of common stock or 2.2% of the
outstanding shares. Messrs. Marxe and Greenhouse share the power to vote and
direct the disposition of all shares of Common Stock owned by each of the Funds.
Messrs. Marxe and Greenhouse are deemed to beneficially own a total of 343,699
shares of Common Stock, 15,260,000 Warrants to purchase 754,400 Common Shares
and $550,000 Debentures convertible into 440,000 Common Shares or 69.5% of the
outstanding shares.
The following table reflects the sales by each of the Funds during
the sixty days preceding the date of the event that requires the filing of this
Statement, each of which were effected in ordinary brokerage transactions. No
other transactions occurred during the past 60 days.
A. Special Situations Private Equity Fund, L.P.
Date
Quantity
Average Price
(Sales)
Date
Quantity
Average Price
(Purchases)
B. Special Situations Fund III QP, L.P.
Date
Quantity
Average Price
(Sales)
During December 2010
47,397
$0.01
Date
Quantity
Average Price
(Purchases)
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
No contracts, arrangements, understandings or similar relationships
exist with respect to the securities of the Company between Messrs. Marxe and
Greenhouse and any other individual or entity.
Item 7. Material to be Filed as Exhibits.
Joint Filing Agreement.
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: January 10, 2011
/s/_Austin W. Marxe
Austin W. Marxe
/s/_David M. Greenhouse_____________
David M. Greenhouse
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
JOINT FILING AGREEMENT
Austin W. Marxe and David M. Greenhouse hereby agree that the Schedule
13D to which this agreement is attached is filed on behalf of each of them.
/s/_Austin W. Marxe
Austin W. Marxe
/s/_David M. Greenhouse
David M. Greenhouse
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