SEC Company Response from PRECISION OPTICS CORPORATION, (POCI) — Jun 5, 2009
PRECISION OPTICS CORPORATION, INC.
Date: June 5, 2009 · CIK: 0000867840 · Accession: 0001104659-09-036917
AI Filing Summary & Sentiment
File numbers found in text: 333-156258
Referenced dates: June 3, 2009
Letter
United States Securities and Exchange Commission Division of Corporation Finance Re: Precision Optics Corporation, Inc. Registration Statement on Form S-1 File No. 333-156258
Dear Ms. Breslin:
I am securities counsel for Precision Optics Corporation, Inc. (the “Company”). Set forth below are the Company’s responses to comments received from the staff of the Securities and Exchange Commission (the “Staff”) in their letter dated June 3, 2009. The numbering of the responses correspond to the numbering of the comments in the letter from the Staff.
Comment 1. Please tell us what you know about the causes of the spikes in price and volume that the market for your stock experienced in April of this year.
Response 1. The Company is not aware of any reasons for the spikes in price and volume reflected in the market for its common stock.
Fee Table
Comment 2. We note your response to prior comment 2 that Mr. Pitlor has waived his rights pursuant to the registration rights agreement 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 registration statement: for example, will you file another registration statement for this offering soon? Also, please file the waiver as an exhibit.
Response 2. The Company believes it has disclosed all material aspects of Mr. Pitlor’s waiver in the Registration Statement. The Company does not intend to file a Registration Statement for Mr. Pitlor’s shares in the foreseeable future. The Company respectfully notes that the expenses of preparing and filing a Registration Statement for the 18,182 shares Mr. Pitlor may receive upon the exercise of warrants would not make economic sense for the Company. Additionally, given that Mr. Pitlor is a director of the Company, Management of the Company believes Mr. Pitlor will continue to waive any registration rights as long as it is in the best interests of the Company to do so.
Mr. Pitlor provided his waiver to the Company verbally. Given that Mr. Pitlor is a director of the Company and he has agreed to waive his registration rights to
assist the Company in getting the Registration Statement effective as soon as possible, the Company did not believe a written waiver was necessary.
If you have further questions or comments, please feel free to contact us. We are happy to cooperate in any way we can.
Regards,
/s/
Amy M. Trombly
Show Raw Text
CORRESP 1 filename1.htm Trombly Business Law 1320 Centre St., Suite 202, Newton Centre, MA 02459 Telephone (617) 243-0060 Facsimile (617) 243-0066 Amy M. Trombly, Esq. amy@tromblybusinesslaw.com June 5, 2009 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E., Mail Stop 3030 Washington, DC 20549 Attn: Mary Beth Breslin Re: Precision Optics Corporation, Inc. Registration Statement on Form S-1 File No. 333-156258 Dear Ms. Breslin: I am securities counsel for Precision Optics Corporation, Inc. (the “Company”). Set forth below are the Company’s responses to comments received from the staff of the Securities and Exchange Commission (the “Staff”) in their letter dated June 3, 2009. The numbering of the responses correspond to the numbering of the comments in the letter from the Staff. Comment 1. Please tell us what you know about the causes of the spikes in price and volume that the market for your stock experienced in April of this year. Response 1. The Company is not aware of any reasons for the spikes in price and volume reflected in the market for its common stock. Fee Table Comment 2. We note your response to prior comment 2 that Mr. Pitlor has waived his rights pursuant to the registration rights agreement 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 registration statement: for example, will you file another registration statement for this offering soon? Also, please file the waiver as an exhibit. Response 2. The Company believes it has disclosed all material aspects of Mr. Pitlor’s waiver in the Registration Statement. The Company does not intend to file a Registration Statement for Mr. Pitlor’s shares in the foreseeable future. The Company respectfully notes that the expenses of preparing and filing a Registration Statement for the 18,182 shares Mr. Pitlor may receive upon the exercise of warrants would not make economic sense for the Company. Additionally, given that Mr. Pitlor is a director of the Company, Management of the Company believes Mr. Pitlor will continue to waive any registration rights as long as it is in the best interests of the Company to do so. Mr. Pitlor provided his waiver to the Company verbally. Given that Mr. Pitlor is a director of the Company and he has agreed to waive his registration rights to assist the Company in getting the Registration Statement effective as soon as possible, the Company did not believe a written waiver was necessary. If you have further questions or comments, please feel free to contact us. We are happy to cooperate in any way we can. Regards, /s/ Amy M. Trombly