SEC Comment Letter for PRECISION OPTICS CORPORATION, (POCI) — Jun 3, 2009
PRECISION OPTICS CORPORATION, INC.
Date: June 3, 2009 · CIK: 0000867840 · Accession: 0000000000-09-029605
AI Filing Summary & Sentiment
File numbers found in text: 333-156258
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 3030 June 3, 2009 Richard Forkey Precision Optics Corporation, Inc. 22 East Broadway Gardner, Massachusetts 01440 Re: Precision Optics Corporation, Inc. Amendment No. 2 to Registrati on Statement on Form S-1 Filed May 26, 2009 File No. 333-156258
Dear Mr. Forkey:
We have limited our review of your filing to those issues we have addressed in our comments. Where indicated, we think you s hould revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary in your explanation. In some of our comme nts, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
1. Please tell us what you know about the cau ses of the spikes in price and volume that the market for your stock experi enced in April of this year.
Fee Table
2. We note your response to prior comment 2 that Mr. Pitlor has waived his rights pursuant to the registration rights agreem ent as it relates to this registration statement. With a view toward disclosure, please tell us the effect of Mr. Pitlor’s waiver relating only to this registrati on statement; for example, will you file another registration statement for this offering soon? Do or will you owe Mr. Pitlor damages at some point? Also, please file the waiver as an exhibit.
Richard Forkey Precision Optics Corporation, Inc. June 3, 2009 Page 2 As appropriate, please amend your regist ration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cove r letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments. Please contact Mary Beth Breslin at ( 202) 551-3625 or me at (202) 551-3617 with any questions.
S i n c e r e l y , Russell Mancuso B r a n c h C h i e f cc (via fax): Amy M. Trombly, Esq.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3030
June 3, 2009
Richard Forkey Precision Optics Corporation, Inc. 22 East Broadway Gardner, Massachusetts 01440
Re: Precision Optics Corporation, Inc.
Amendment No. 2 to Registrati on Statement on Form S-1
Filed May 26, 2009
File No. 333-156258
Dear Mr. Forkey:
We have limited our review of your filing to those issues we have addressed in our
comments. Where indicated, we think you s hould revise your document in response to
these comments. If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary
in your explanation. In some of our comme nts, we may ask you to provide us with
information so we may better understand your disclosure. After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
1. Please tell us what you know about the cau ses of the spikes in price and volume
that the market for your stock experi enced in April of this year.
Fee Table
2. We note your response to prior comment 2 that Mr. Pitlor has waived his rights
pursuant to the registration rights agreem ent as it relates to this registration
statement. With a view toward disclosure, please tell us the effect of Mr. Pitlor’s waiver relating only to this registrati on statement; for example, will you file
another registration statement for this offering soon? Do or will you owe Mr.
Pitlor damages at some point? Also, please file the waiver as an exhibit.
Richard Forkey
Precision Optics Corporation, Inc. June 3, 2009 Page 2
As appropriate, please amend your regist ration statement in response to these
comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
Please contact Mary Beth Breslin at ( 202) 551-3625 or me at (202) 551-3617 with
any questions.
S i n c e r e l y , Russell Mancuso B r a n c h C h i e f
cc (via fax): Amy M. Trombly, Esq.