AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 2, 2002
REGISTRATION STATEMENT NO. 333-83762
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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STOCKERYALE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MASSACHUSETTS 04-2114473
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
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32 HAMPSHIRE ROAD
SALEM, NEW HAMPSHIRE 03079
(603) 893-8778
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
--------------------
MARK W. BLODGETT
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
StockerYale, Inc.
32 Hampshire Road
Salem, New Hampshire 03079
(603) 893-8778
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE OF AGENT FOR SERVICE)
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COPIES OF ALL COMMUNICATIONS SHOULD BE SENT TO:
STUART M. CABLE, P.C.
Goodwin Procter LLP
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. | | ___________
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. |X|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. | |
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. | | ___________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. | |
-------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SECTION 8(a), MAY DETERMINE.
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SUBJECT TO COMPLETION, DATED , 2002
PROSPECTUS
1,488,754 Shares
STOCKERYALE, INC.
Common Stock
(par value $0.001 per share)
The selling stockholders identified in this prospectus, and any of
their pledgees, donees, transferees or other successors in interest, may offer
to sell up to an aggregate of 1,488,754 shares of common stock of StockerYale,
Inc. StockerYale is filing the registration statement of which this prospectus
is a part at this time primarily to fulfill a contractual obligation to do so,
which we undertook at the time of the original issuance of these shares of
common stock.
The common stock of StockerYale is traded under the symbol "STKR" on
The Nasdaq National Market. On April 1, 2002, the reported closing price for
the common stock on The Nasdaq National Market was $7.38 per share.
StockerYale will not receive any of the proceeds from the sale of these
shares of common stock. StockerYale has agreed to bear all of the expenses in
connection with the registration and sale of these shares of common stock (other
than underwriting discounts and selling commissions).
INVESTING IN THE COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 2.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------------------
THE DATE OF THIS PROSPECTUS IS , 2002
Information contained herein is subject to completion or amendment. A
Registration Statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet been declared effective.
These secuties may not be sold nor may offers to buy be accepted prior to the
time the Registration Statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitaion of an offer to buy nor shall
there be any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such State.
PROSPECTUS SUMMARY
This summary only highlights the more detailed information appearing
elsewhere in this prospectus or incorporated by reference in this prospectus. As
this is a summary, it may not contain all of the information that is important
to you. You should read this entire prospectus carefully before deciding whether
to invest in our common stock.
DESCRIPTION OF STOCKERYALE
StockerYale was incorporated under the laws of The Commonwealth of
Massachusetts in 1951. We are an independent designer and manufacturer of
optical communication sub-components, as well as lasers, fluorescent lighting
and fiber optic illumination products used in industrial inspection and machine
vision applications. Our optical communication sub-component products consist
primarily of specialty optical fiber used in the building of optical
communication networks and phase masks which are used in the production of fiber
Bragg gratings, a component used in other optical communication components that
enhance the capacity of optical communication networks. Our phase masks and
industrial inspection and machine vision products account for the primary
portion of our revenues. We operate in company-owned facilities in Salem, New
Hampshire and Saint-Laurent, Quebec and in two leased spaces: one in Cork,
Ireland and the other in Singapore. Our principal executive office is located at
32 Hampshire Road, Salem, New Hampshire 03079. Our telephone number is (603)
893-8778. Our common stock is listed on the Nasdaq National Market under the
symbol "STKR."
THE OFFERING
This prospectus relates to 1,488,754 shares of our common stock that
may be offered for sale by the selling stockholders. We originally issued
1,242,600 of these shares of common stock in a series of private placements
between January 22, 2002 and March 4, 2002. In those private placements, we
granted registration rights to the investors. We are registering the common
stock covered by this prospectus primarily in order to fulfill our
contractual obligations with regards to these registration rights. In
addition, we have also registered 246,154 shares of common stock issued to
our Chief Executive Officer in settlement of certain company indebtedness to
him in January 1999. Registration of the common stock does not necessarily
mean that all or any portion of such stock will be offered for sale by the
selling stockholders.
We have agreed to bear the expenses of the registration of the common
stock under federal and state securities laws, but we will not receive any
proceeds from the sale of any common stock offered under this prospectus.
PLAN OF DISTRIBUTION
The selling stockholders may sell the shares of common stock registered
under this prospectus through agents or dealers, directly to one or more
individuals, institutions or other purchasers or through any combination of
these methods of sale. The distribution of the securities may be effected in one
or more transactions at market prices then prevailing at the time of sale, at
prices related to such prevailing market prices, or at negotiated prices. See
"Plan of Distribution."
RISK FACTORS
You should carefully consider the following risks before investing in
our common stock. You should also refer to and consider all of the information
included or incorporated by reference in this prospectus, including the
financial statements and related notes. The risks described below are only those
risks we believe to be material. There may be additional risks that we view as
not material or of which we are not presently aware.
BECAUSE OUR SPECIALTY OPTICAL FIBER BUSINESS IS NEW AND UNPROVEN, OUR OPERATING
HISTORY IS NOT INDICATIVE OF FUTURE PERFORMANCE
In early 2000, we made a corporate decision to focus our efforts on our
existing specialized illumination product lines and to leverage our experience
in manufacturing phase masks to develop and sell other optical communication
sub-components. In particular, within the past year, we have been focusing on
developing and manufacturing specialty optical fiber for use in wavelength
amplifiers and other components of the all-optical communications network.
Because our new business strategy was implemented recently, we do not have an
operating history upon which you can evaluate our prospects, and you should not
rely upon our past performance to predict our future performance. In order to
focus our resources on the lines of business that we believe will ultimately be
the most profitable for the company, we have also discontinued certain of our
historical lines of business, including our Stilson machine tool and accessories
division, which was sold in September 2001, our compass business, which was sold
in September 1999, our watch business, which was sold in August 2000, and our
printer and recorder product line, which we announced that we were discontinuing
in December 2000. Accordingly, our operating history is not indicative of our
future performance.
OUR QUARTERLY RESULTS ARE LIKELY TO BE VOLATILE
The implementation of our new business strategy and the emerging nature
of our marketplace make prediction of future revenues difficult. We believe that
our ability to accurately forecast revenues from sales of our products is also
limited because of the sales cycle involved in selling our products. This makes
it difficult to predict the quarter in which sales will occur. Our expense
levels are based, in part, on our expectations regarding future revenues, and
our expenses are generally fixed, particularly in the short term. We may be
unable to adjust spending in a timely manner to compensate for any unexpected
revenue shortfall. Any significant shortfall of revenues in relation to our
expectations could cause significant declines in our quarterly operating
results.
Our operating results have varied on a quarterly basis during our
operating history and are likely to fluctuate significantly in the future. Our
operating results may be below the expectations of our investors as a result of
a variety of factors, many of which are outside of our control. Accordingly, we
believe that quarter-to-quarter comparisons of our operating results are not
necessarily meaningful. You should not rely on the results of one quarter as an
indication of our future performance.
OUR HISTORY OF LOSSES AND THE UNCERTAINTY OF OUR FUTURE PROFITABILITY MAKES OUR
COMMON STOCK A HIGHLY SPECULATIVE INVESTMENT
We have experienced operating losses during each of the years ending
December 31, 1997, 1998, 1999 and 2000 and the nine-month period ended September
30, 2001, and we may continue to incur losses. We cannot predict the size or
duration of any future losses. Even if we do achieve profitability, we may be
unable to sustain or increase our profitability in the future.
2
WE MAY BE UNABLE TO FUND THE INITIATIVES REQUIRED TO ACHIEVE OUR NEW BUSINESS
STRATEGY
We have implemented a program of strategic initiatives to shift our
business focus to our specialty optical fiber, optical sub-component and
specialized illumination products. Our initiatives include short-term funding
commitments, such as the expansion of manufacturing capacity through new
construction, the acquisition of specialized manufacturing equipment, the
expansion of our research and development capabilities including joint ventures
and long-term (i.e., greater than 12 months) funding commitments, such as our
joint venture arrangements. We are presently funding these activities with
available cash and financing from outside sources, such as our credit
facilities. While we currently believe that we have sufficient resources to fund
our foreseeable operating losses, joint venture obligations and capital
expenditure obligations for the next 12 months, we cannot guarantee that we will
have sufficient capital available or be able to obtain financing on satisfactory
terms at such future times as these initiatives require funding.
WE DEPEND ON A LIMITED NUMBER OF SUPPLIERS AND MAY NOT BE ABLE TO SHIP PRODUCTS
ON TIME IF WE ARE UNABLE TO OBTAIN AN ADEQUATE SUPPLY OF RAW MATERIALS AND
EQUIPMENT ON A TIMELY BASIS
We depend on a limited number of suppliers of raw materials and
equipment used to manufacture our products. We typically do not have long-term
agreements with our suppliers and, therefore, our suppliers generally may stop
supplying materials and equipment to us at any time. The reliance on a sole or
limited number of suppliers could result in delivery problems and reduced
control over product pricing and quality.
AN IMPAIRMENT OF GOODWILL COULD AFFECT NET INCOME, AS DETERMINED IN ACCORDANCE
WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, REPORTED BY STOCKERYALE
We currently have goodwill on our balance sheet as a result of business
combinations consummated in prior years. In accordance with the applicable
accounting standards, we periodically assess the value of this goodwill in light
of current circumstances to determine whether an impairment has occurred. If an
impairment should occur, we would reduce the carrying amount to its fair market
value and record the amount of that reduction as a non-cash charge to our
income, which could effect our net income reported in that quarter in accordance
with generally accepted accounting principles. For example, we are assessing our
goodwill resulting from the acquisition of StockerYale Ireland in light of
recent reductions in force in that business. At this time, we cannot
definitively state whether an impairment has occurred and, if so, the extent of
any such impairment.
A SMALL NUMBER OF AFFILIATED STOCKHOLDERS CONTROL A SIGNIFICANT PORTION OF
OUR STOCK
As of the date hereof, our executive officers and directors as a group
beneficially own or control approximately forty-one percent (41%) of our
common stock. Accordingly, these persons will have the ability to significantly
influence our Board of Directors and, therefore, the business, policies,
executive compensation, and affairs of the Company. Furthermore, such influence
could preclude any unsolicited acquisition of the Company and, consequently,
adversely affect the market price of our common stock.
THE LOSS OF OUR KEY PERSONNEL OR THE INABILITY TO RECRUIT ADDITIONAL PERSONNEL
MAY HARM OUR BUSINESS
We are highly dependent on our senior and middle management as well as
our technical and research personnel. In particular, the loss of either Mark W.
Blodgett, our Chairman and Chief Executive Officer, or Alain Beauregard, our
President and Chief Technology Officer, could harm us significantly. The loss of
key management personnel or an inability to attract and retain sufficient
numbers of qualified management personnel could materially and adversely affect
our business, results of operations, financial condition or future prospects.
3
THE SHARES ELIGIBLE FOR FUTURE SALE MAY HAVE NEGATIVE IMPACT ON THE STOCK PRICE
Sales of substantial amounts of common stock in the public market
following the sale of the 1,488,754 shares offered hereby could have an adverse
effect on the market price of the common stock. In addition to the 1,488,754
shares offered hereby, 10,515,882 previously issued and outstanding shares of
common stock are currently eligible for sale subject to the provisions of
applicable securities laws. We have granted options to purchase 2,286,824 shares
of common stock pursuant to our stock option plans, which are covered by
registration statements on file with the Securities and Exchange Commission and
options and warrants to purchase 19,957 shares of common stock outside of any
plan. In addition, a subsidiary of StockerYale, Lasiris Holdings, Inc., has
656,365 shares of capital stock outstanding that are exchangeable into shares of
our common stock on a one-for-one basis at the option of the holders. Lasiris
Holdings is the entity through which StockerYale acquired and continues to own
StockerYale Canada (formerly known as Lasiris, Inc.).
WE DO NOT PLAN TO PAY DIVIDENDS ON OUR COMMON STOCK
We have not and do not expect to declare or pay any cash dividends in
the foreseeable future. We intend to retain all earnings, if any, in order to
expand our operations.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements under "Risk Factors" and elsewhere in this
prospectus, including some of the statements in the documents incorporated by
reference in this prospectus, constitute forward-looking statements.
Forward-looking statements include, for example, statements relating to business
strategy and prospects, future capital expenditures, sources and availability of
capital, governmental regulations and their effect on us and competition. In
some cases, you can identify forward-looking statements by terminology such as
"may", "will", "should", "could", "expects", "plans", "anticipates", "believes",
"estimates", "predicts", or "potential", or the negative of such terms or other
comparable terminology, which predict or indicate future events and trends and
which do not relate to historical matters.
You should not unduly rely on forward-looking statements, because these
statements involve known and unknown risks, uncertainties and other factors
which are, in some cases, beyond our control and could materially affect our
actual results, performance or achievements. Some of the factors that could
cause the Company's actual results, performance or achievements to differ
materially from those expressed or implied by forward-looking statements
include, but are not limited to, the matters discussed under the caption "Risk
Factors." You should carefully review all of these factors, and you should be
aware that there may be other factors that could cause these differences.
We caution you that, while forward looking statements reflect the
Company's good faith beliefs, these statements are not guarantees of future
performance. In addition, these statements were based on information, plans and
estimates at the date of this prospectus, and we disclaim any obligation to
publicly update or revise any forward-looking statement, whether as a result of
changes in underlying assumptions or factors, new information, future events or
otherwise.
USE OF PROCEEDS
StockerYale will not receive any proceeds from the sale of the shares
of our common stock by the selling stockholders.
REGISTRATION RIGHTS
The following is a summary of the material terms and provisions of the
registration rights which we granted to the investors in connection with the
private placement. It may not contain all of the information that
4
is important to you. You can access complete information by referring to the
form of stock purchase agreement, which was filed as an exhibit to the
registration statement of which this prospectus is a part.
We are primarily filing this registration statement pursuant to the
terms of the registration rights granted to the investors in connection with the
private placement. Under the registration rights granted in the private
placement, we must use our commercially reasonable efforts to cause the
registration statement to be declared effective by the Securities and Exchange
Commission within 90 days of the date on which shares of our common stock were
issued to the investors, and we must keep the registration statement
continuously effective until the earlier of:
o the date on which the investors may sell the shares of common stock without
registration under the Securities Act of 1933, as amended;
o the date on which the investors have sold all their shares of common stock
covered by this prospectus pursuant to the registration statement or
otherwise; or
o two years after the date on which shares of our common stock were issued to
the investors.
Any shares of common stock sold by the investors pursuant to this
prospectus will no longer be entitled to the benefits of the registration rights
agreement. We have agreed to bear the expenses of registering the sale of the
shares of common stock by the investors.
Pursuant to the registration rights, we have agreed to indemnify the
investors against all losses, claims, damages, liabilities, costs and expenses
arising under the securities laws in connection with the registration statement
or this prospectus, subject to limitations specified in the registration rights.
In addition, the investors have agreed to indemnify us, our officers,
directors, and any person who controls our company against all losses, claims,
damages, actions, liabilities, costs and expenses arising under the securities
laws which result from:
o information furnished to us by the investors for use in the registration
statement or this prospectus or
o any investor's failure to comply with certain provisions of the form of
stock purchase agreement, a copy of which was filed as an exhibit to the
registration statement of which this prospectus is a part.
5
SELLING STOCKHOLDERS
The following table sets forth the number of shares of common stock
beneficially owned by the selling stockholders as of March 4, 2002, the
number of shares of common stock covered by this prospectus and the total
number of shares of common stock which the selling stockholders will
beneficially own upon completion of this offering. This table assumes that
the selling stockholders will offer for sale all of their shares of common
stock.
The common stock offered by this prospectus may be offered from time
to time by the selling stockholders named below, or by any of their pledgees,
donees, transferees or other successors in interest. The amounts set forth
below are based upon information provided to us by representatives of the
selling stockholders, or on our records, as of March 4, 2002 and are accurate
to the best of our knowledge. It is possible, however, that the selling
stockholders may acquire or dispose of additional shares of common stock from
time to time after the date of this prospectus.
SHARES OF
SHARES OF COMMON STOCK OWNED
COMMON STOCK SHARES OF AFTER THE OFFERING (1)
OWNED AS OF COMMON STOCK -----------------------
SELLING STOCKHOLDER MARCH 4, 2002 OFFERED HEREBY NUMBER PERCENT (2)
- ------------------- ------------- -------------- -----------------------
Arrow Eagle & Dominion Fund (3) 9,500 4,300 5,200 *
BCTEL Pension Plan for Management and Exempt 5,800 2,300 3,500 *
Employees (4)(5)
Mark W. Blodgett (6) 4,351,859 246,154 4,105,705 33.03%
Cranshire Capital, L.P. (7) 320,300 160,000 160,300 1.34%
The Dow Chemical Employees' Retirement Plan (4)(8) 58,000 18,000 40,000 *
Eagle & Dominion EuroAmerican Growth Fund Limited (3) 207,000 38,100 168,900 1.41%
Eagle & Dominion EuroAmerican Growth LP (3) 43,100 7,600 35,500 *
Euram Cap Strat. "A" Fund Limited (9) 40,000 40,000 0 *
Government of Singapore Investment Company Pte, Ltd
Emerging Portfolio (10)(11) 302,000 225,000 77,000 *
Her Majesty the Queen in Right of the Province of 30,000 13,300 16,700 *
British Columbia (10)(12)
Howard Hughes Medical Institute (4)(5) 78,000 45,000 33,000 *
J. Caird Investors (Bermuda) L.P. (4) 72,000 72,000 0 *
J. Caird Partners, L.P. (4) 80,000 80,000 0 *
JB Were Global Small Companies Fund (10)(13) 53,400 30,000 23,400 *
Laborers' District Council and Contractors' of Ohio 23,000 6,000 17,000 *
Pension Plan (4)(14)
Meinl Bank AG 152,410 19,000 133,410 1.11%
New York State Nurses Association Pension 49,000 19,000 30,000 *
Plan (4)(11)
NZFunds Global Small Companies Trust (4)(13) 28,000 14,000 14,000 *
Ohio Carpenters' Pension Plan (4)(15) 37,000 12,000 25,000 *
Oregon Investment Council (4)(16) 195,000 91,000 104,000 *
Retail Employees Superannuation Pty Limited (4)(17) 27,500 16,400 11,100 *
The Robert Wood Johnson Foundation (9)(18) 71,000 38,100 32,900 *
TCW Enterprise Fund L.P. (U.S.A.) (19)(20) 45,000 25,000 20,000 *
TCW Enterprise Fund N.V. (19)(20) 95,000 75,000 20,000 *
Telstra Super Pty LTD (10)(21) 40,000 40,000 0 *
TELUS Foreign Equity Active Pool (4)(5) 13,500 7,000 6,500 *
Van Wagoner Private Opportunities Fund (22) 65,000 65,000 0 *
6
SHARES OF
SHARES OF COMMON STOCK OWNED
COMMON STOCK SHARES OF AFTER THE OFFERING (1)
OWNED AS OF COMMON STOCK -----------------------
SELLING STOCKHOLDER FEBRUARY 26, 2002 OFFERED HEREBY NUMBER PERCENT (2)
- ------------------- ----------------- -------------- -----------------------
WMP (Dublin) Global Smaller Companies Equity (4)(23) 9,500 4,500 5,000 *
WTC-CIF Emerging Companies Portfolio (4)(24) 77,000 27,000 50,000 *
WTC-CTF EMERGING COMPANIES PORTFOLIO (4)(25) 118,000 48,000 70,000 *
- -------------------------------------------- --------- --------- ---------
TOTALS 6,696,869 1,488,754 5,208,115 41.89%
- -------------------
* Less than 1%.
(1) Assumes that all shares hereby offered by the selling stockholders are
sold.
(2) Percentage based on shares of common stock outstanding as of March 4,
2002. In computing the number of shares of common stock
beneficially owned by a person, shares of common stock subject to
options held by that person that are currently exercisable or that
become exercisable within 60 days of March 4, 2002 and shares of
common stock issuable upon conversion of currently convertible
securities or securities that could become convertible held by that
person are deemed outstanding. For purposes of computing the percentage
of outstanding shares of common stock beneficially owned by such
person, the shares subject to options that are currently exercisable
within 60 days of March 4, 2002 are deemed to be outstanding for
such person but are not deemed to be outstanding for purposes of
computing the ownership percentage of any other person.
(3) Beneficial ownership of these shares may also be attributed to Eagle &
Dominion Asset Management Ltd, which shares the power to direct the
voting and disposition of the securities.
(4) Beneficial ownership of these shares may also be attributed to
Wellington Management Company, LLP, which shares the power to direct
the voting and disposition of the securities pursuant to a management
agreement with the selling stockholder.
(5) Shares are registered in the name of Mac & Co., as nominee.
(6) Includes 437,500 shares of common stock subject to options exercisable
within 60 days of March 4, 2002. Total also includes (i) 750,000
shares of common stock owned of record by Mr. Blodgett's spouse, (ii)
174,314 shares of common stock owned by the Helen W. Blodgett Trust, of
which Mr. Blodgett is a trustee, and (iii) 100,439 shares of common
stock owned by the HW Blodgett TR U/A/D 1/22/86 Trust, of which Mr.
Blodgett is a trustee. Mr. Blodgett is the Chairman and Chief Executive
Officer of the Company.
(7) Beneficial ownership of these shares may also be attributed to Mitchell
P. Kopin, who serves as President of the selling stockholder, and
Downsview Capital, Inc., the general partner of the selling
stockholder.
(8) Shares are registered in the name of Kane & Co., as nominee.
(9) Beneficial ownership of these shares may also be attributed to JMJ
Capital, Inc., the investment manager of the selling stockholder, and
Mitchell P. Kopin, who serves as President of JMJ Capital, Inc.
(10) Beneficial ownership of these shares may also be attributed to
Wellington Management Company, LLP, which shares the power to direct
the disposition of the securities pursuant to a management agreement
with the selling stockholder.
(11) Shares are registered in the name of Ell & Co., as nominee.
(12) Shares are registered in the name of Hare & Co., as nominee.
(13) Shares are registered in the name of Gerlach & Co., as nominee.
(14) Shares are registered in the name of Tarp & Co., as nominee.
(15) Shares are registered in the name of Hammerhead & Co., as nominee.
(16) Shares are registered in the name of Westcoast & Co., as nominee.
(17) Shares are registered in the name of CUDD & Co., as nominee.
(18) Shares are registered in the name of Benchworthy & Co., as nominee.
(19) Beneficial ownership of these shares may also be attributed to TCW
Asset Management Company, which is the general partner of, and
investment advisor to, the selling stockholder, as well as by The TCW
Group, Inc., of which TCW Asset Management Company is a wholly-owned
subsidiary.
(20) Shares are registered in the name of Merrill Lynch, Pierce, Fenner &
Smith, Inc., as nominee.
(21) Shares are registered in the name of Gorman & Co, as nominee.
(22) Beneficial ownership of these shares may also be attributed to Garrett
Van Wagoner, the general partner of the selling stockholder.
(23) Shares are registered in the name of Squidlake & Co., as nominee.
(24) Shares are registered in the name of Finwell & Co., as nominee.
(25) Shares are registered in the name of Landwatch & Co., as nominee.
7
PLAN OF DISTRIBUTION
The selling stockholders, or their pledgees, donees, transferees, or
any of their successors in interest, may sell the securities from time to time
on any stock exchange or automated interdealer quotation system on which the
securities are listed, in the over-the-counter market, in privately negotiated
transactions or otherwise, at fixed prices that may be changed, at market prices
prevailing at the time of sale, at prices related to prevailing market prices or
at prices otherwise negotiated. The selling stockholders may sell the securities
by one or more of the following methods, without limitation:
o block trades in which the broker or dealer so engaged will attempt to sell
the securities as agent but may position and resell a portion of the block
as principal to facilitate the transaction;
o purchases by a broker or dealer as principal and resale by the broker or
dealer for its own account pursuant to this prospectus;
o an exchange distribution in accordance with the rules of any stock exchange
on which the securities are listed;
o ordinary brokerage transactions and transactions in which the broker
solicits purchases;
o privately negotiated transactions;
o short sales;
o through the writing of options on the securities, whether the options are
listed on an options exchange;
o through the distribution of the securities by any selling stockholder to
its partners, members or stockholders;
o one or more underwritten offerings on a firm commitment or best efforts
basis; and
o any combination of any of these methods of sale.
The selling stockholders may also transfer the securities by gift. We
do not know of any arrangements by the selling stockholders for the sale of any
of the securities.
The selling stockholders may engage brokers and dealers, and any
brokers or dealers may arrange for other brokers or dealers to participate in
effecting sales of the securities. These brokers, dealers or underwriters may
act as principals, or as an agent of a selling stockholder. Broker-dealers may
agree with a selling stockholder to sell a specified number of the securities at
a stipulated price per security. If the broker-dealer is unable to sell
securities acting as agent for a selling stockholder, it may purchase as
principal any unsold securities at the stipulated price. Broker-dealers who
acquire securities as principals may thereafter resell the securities from time
to time in transactions in any stock exchange or automated interdealer quotation
system on which the securities are then listed, at prices and on terms then
prevailing at the time of sale, at prices related to the then-current market
price or in negotiated transactions. Broker-dealers may use block transactions
and sales to and through broker-dealers, including transactions of the nature
described above. The selling stockholders may also sell the securities in
accordance with Rule 144 under the Securities Act, rather than pursuant to this
prospectus, regardless of whether the securities are covered by this prospectus.
From time to time, one ore more of the selling stockholders may pledge,
hypothecate or grant a security interest in some or all of the securities owned
by them. The pledgees, secured parties or persons to
8
whom the securities have been hypothecated will, upon foreclosure in the event
of default, be deemed to be selling stockholders. The number of selling
stockholder's securities offered under this prospectus will decrease as and when
it takes such actions. The plan of distribution for that selling stockholder's
securities will otherwise remain unchanged. In addition, a selling stockholder
may, from time to time, sell the securities short, and, in those instances, this
prospectus may be delivered in connection with the short sales and the
securities offered under this prospectus may be used to cover short sales.
To the extent required under the Securities Act, the aggregate amount
of selling stockholders' securities being offered and the terms of the offering,
the names of any agents, brokers, dealers or underwriters and any applicable
commission with respect to a particular offer will be set forth in an
accompanying prospectus supplement. Any underwriters, dealers, brokers or agents
participating in the distribution of the securities may receive compensation in
the form of underwriting discounts, concessions, commissions or fees from a
selling stockholder and/or purchasers of selling stockholders' securities, for
whom they may act (which compensation as to a particular broker-dealer might be
in excess of customary commissions).
The selling stockholders and any underwriters, brokers, dealers or
agents that participate in the distribution of the securities may be deemed to
be "underwriters" within the meaning of the Securities Act, and any discounts,
concessions, commissions or fees received by them and any profit on the resale
of the securities sold by them may be deemed to be underwriting discounts and
commissions.
A selling stockholder may enter into hedging transactions with
broker-dealers and the broker-dealers may engage in short sales of the
securities in the course of hedging the positions they assume with that selling
stockholder, including, without limitation, in connection with distributions of
the securities by those broker-dealers. A selling stockholder may enter into
option or other transactions with broker-dealers that involve the delivery of
the securities offered hereby to the broker-dealers, who may then resell or
otherwise transfer those securities. A selling stockholder may also loan or
pledge the securities offered hereby to a broker-dealer and the broker-dealer
may sell the securities offered hereby so loaned or upon a default may sell or
otherwise transfer the pledged securities offered hereby.
The selling stockholders and other persons participating in the sale or
distribution of the securities will be subject to applicable provisions of the
Exchange Act, as amended, and the rules and regulations thereunder, including
Regulation M. This regulation may limit the timing of purchases and sales of any
of the securities by the selling stockholders and any other person. The
anti-manipulation rules under the Exchange Act may apply to sales of securities
in the market and to the activities of the selling stockholders and their
affiliates. Furthermore, Regulation M may restrict the ability of any person
engaged in the distribution of the securities to engage in market-making
activities with respect to the particular securities being distributed for a
period of up to five year business days before the distribution. These
restrictions may affect the marketability of the securities and the ability of
any person or entity to engage in market-making activities with respect to the
securities.
We have agreed to indemnify in certain circumstances the selling
stockholders and any brokers, dealers and agents who may be deemed to be
underwriters, if any, of the securities covered by the registration statement,
against certain liabilities, including liabilities under the Securities Act. The
selling stockholders have agreed to indemnify us in certain circumstances
against certain liabilities, including liabilities under the Securities Act.
The securities offered hereby were originally issued to the selling
stockholders pursuant to an exemption from the registration requirements of the
Securities Act. We agreed to register the securities under the Securities Act,
and to keep the registration statement of which this prospectus is a part
effective until the earlier of the date on which the selling stockholders may
sell the securities without registration under the Securities Act, the date on
which the selling stockholders have sold all of the securities or two years
after the effective date of the registration statement. We have agreed to pay
all expenses in connection with this offering, including the fees and expenses
of counsel or other advisors to the selling stockholders, but not
9
including underwriting discounts, concessions, commissions or fees of the
selling stockholders or any fees and expenses of counsel or other advisors to
the selling stockholders.
We will not receive any proceeds from sales of any securities by the
selling stockholders.
We can not assure you that the selling stockholders will sell all or
any of the securities offered for sale under this prospectus.
AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and we are required to file reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any reports or other information we file at the public
reference facilities maintained by the Securities and Exchange Commission at 450
Fifth Street, N.W., Washington, D.C. 20549. You may also inspect our filings at
the following regional offices of the Securities and Exchange Commission: 233
Broadway, New York, New York 10279 and Citicorp Center, Suite 1400, 500 West
Madison Street, Chicago, Illinois 60661. You may also request copies of our
filings at the prescribed duplication rates by writing to the Securities and
Exchange Commission's Public Reference Room. You may obtain information
regarding the Public Reference Room by calling the Securities and Exchange
Commission at 1-800-SEC-0330. The Securities and Exchange Commission also
maintains an Internet site at http://www.sec.gov containing reports, proxy and
information statements and other information regarding registrants, including
the Company, that are filed electronically with the Securities and Exchange
Commission. Reports, proxy statements and other information concerning the
Company may also be inspected at the offices of the National Association of
Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Securities and Exchange Commission allows us to incorporate by
reference information that we file with them. Incorporation by reference means
that we can disclose important information to you by referring you to other
documents that are legally considered to be part of this prospectus or any
prospectus supplement. Information that we later file with the Securities and
Exchange Commission will automatically update and supersede the information in
this prospectus, any prospectus supplement and the documents listed below.
The following documents previously filed by us with the Securities and
Exchange Commission are incorporated in, and made a part of, this prospectus by
reference as of their respective dates:
o StockerYale's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001; and
o the description of the common stock contained in StockerYale's registration
statement on Form 10-SB/A dated December 29, 1995, and any amendments or
reports filed for the purpose of updating such description.
10
All future filings we make with the Securities and Exchange Commission pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the sale of
all of the shares of common stock offered pursuant to this prospectus shall be
deemed to be incorporated by reference in this prospectus and shall be a part of
this prospectus from the date of filing of such document.
We have not authorized any person to give any information or to make
any representation not contained or incorporated by reference in this prospectus
or, if applicable, any accompanying prospectus supplement and, if given or made,
such information or representation must not be relied upon as having been
authorized by us or any underwriter, dealer or agent.
You may request a copy of any or all of the documents that have been
incorporated by reference in this prospectus except exhibits to such documents,
at no cost, by writing or telephoning the office of Mr. Fred Pilon, Investor
Relations, at the following address and telephone number:
StockerYale, Inc.
32 Hampshire Road
Salem, New Hampshire 03079
(603) 870-8229
EXPERTS
The consolidated financial statements as of December 31, 2001 and 2000
and for the years then ended incorporated by reference in this prospectus to the
extent and for the periods indicated in their report, have been audited by
Arthur Andersen LLP, independent public accountants, and are included herein in
reliance upon the authority of said firm as experts in giving said report.
LEGAL MATTERS
The validity of the issuance of the shares offered hereby will be
passed upon for the Company by its counsel, Goodwin Procter LLP, Boston,
Massachusetts.
11
===============================================================================
NO DEALER, SALES REPRESENTATIVE OR ANY OTHER PERSON HAS BEEN AUTHORIZED
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS
OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY OTHER PERSON. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
OTHER THAN THE SHARES OF COMMON STOCK TO WHICH IT RELATES OR AN OFFER TO, OR A
SOLICITATION OF, ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR
SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR THAT INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
TABLE OF CONTENTS
Page
Prospectus Summary.................................................... 1
Risk Factors.......................................................... 2
Special Note Regarding Forward-Looking Statements..................... 4
Use of Proceeds....................................................... 4
Registration Rights................................................... 4
Selling Stockholders.................................................. 6
Plan of Distribution.................................................. 8
Available Information.................................................10
Incorporation of Certain Documents by Reference...................... 10
Experts...............................................................11
Legal Matters.........................................................11
===============================================================================
===============================================================================
1,488,754 SHARES
STOCKERYALE, INC.
COMMON STOCK
------------------
PROSPECTUS
------------------
_____________, 2002
===============================================================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Set forth below is an estimate of the approximate amount of the fees
and expenses (other than underwriting commissions and discounts) anticipated to
be paid by the Company in connection with the issuance and distribution of the
securities.
SEC Registration Fee.......................... $ 942
Legal Fees and Expenses....................... 50,000
Accounting Fees and Expenses.................. 3,500
Transfer and Agency Fees...................... 3,000
Miscellaneous................................. 20,000
Total.............................. $77,442
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
INDEMNIFICATION
We are a Massachusetts corporation. Massachusetts General Laws Chapter
156B, Section 67 provides that a corporation may, subject to certain
limitations, indemnify its directors, officers, employees and other agents, and
persons who serve at its request as directors, officers, employees or other
agents of another organization, or who serve at its request in any capacity with
respect to any employee benefit plan, to the extent specified or authorized by
the corporation's articles of organization, a by-law adopted by the
stockholders, or a vote adopted by the holders of a majority of the shares of
stock entitled to vote on the election of directors.
Section 67 also provides that a corporation may purchase and maintain
insurance against liability incurred by an officer, director, employee or other
agent of the corporation, or who serve at its request in any capacity with
respect to any employee benefit plan, in his capacity as or arising out of his
status as such, whether or not the corporation would have the power to indemnify
him against such liability.
Our By-laws provide that directors and officers of our company shall be
indemnified by us against liabilities and expenses arising out of service as a
director or officer of our Company. Our By-laws provide that such
indemnification shall not be provided if (i) it is determined that the action
giving rise to the liability was not taken in good faith and in the reasonable
belief that the action was in the best interests of our Company or (ii) in a
criminal matter, it is adjudicated or determined that the director or officer
had reasonable cause to believe his conduct was unlawful. No indemnification
shall be provided for any director or officer with respect to any proceeding by
or in the right of our Company or alleging that a director or officer received
an improper personal benefit if he is adjudged liable to us in such proceeding.
The By-laws provide that the indemnification provision in the By-laws does not
limit any other right to indemnification existing independently of the By-laws.
The By-laws also provide that the right of directors and officers to
indemnification is a contract right.
Under our By-laws, indemnification shall include payment by us of
expenses incurred in defending a civil or criminal action or proceeding in
advance of the final disposition of such action or proceeding, upon receipt of
any undertaking by the person indemnified to repay such payment if he shall be
adjudicated or determined to be not entitled to such indemnification under the
By-laws, which undertaking may be accepted without reference to the financial
ability of such person to make repayment. Any such indemnification may be
provided even if the person to be indemnified is no longer an officer, director,
or employee of our Company.
II-1
The By-laws provide that we shall not indemnify a director or officer
in connection with any action, suit, proceeding or investigation initiated by
the director or officer unless such initiation was approved by our Board of
Directors.
The By-laws provide that we are authorized to purchase and maintain
liability insurance on behalf of any of our directors, officers, employees or
agents, whether or not we would have power to indemnify him against such
liability or cost.
LIMITATION OF LIABILITY
Massachusetts General Laws Chapter 156B, Section 13 enables a
corporation in its original articles of organization or an amendment thereto to
eliminate or limit the personal liability of a director for monetary damages for
violations of the director's fiduciary duty, except (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Sections 61 and 62 of Chapter 156B
(providing for liability of directors for authorizing illegal distributions and
for making loans to directors, officers and certain shareholders) or (iv) for
any transaction from which a director derived an improper personal benefit.
Our Amended and Restated Articles of Organization provide that no
director of the Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of the director's fiduciary duties.
This limitation of liability does not limit any director's liability (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) pursuant to Sections 61 and 62
of Chapter 156B (providing for liability of directors for authorizing illegal
distributions and for making loans to directors, officers and certain
shareholders) or (iv) for any transaction from which the director derived an
improper personal benefit.
The Company currently carries a directors' and officers' liability
insurance policy covering its directors and officers.
ITEM 16. EXHIBITS.
EXHIBIT
NO. DESCRIPTION
*4.1 Form of Stock Purchase Agreement between StockerYale, Inc. and
the selling stockholders
4.2 Amended and Restated Articles of Organization of StockerYale,
Inc., incorporated by reference to Exhibit 3.1 of StockerYale's
Form 10-KSB for the year ended December 31, 2000
4.3 Amendment to the Amended and Restated Articles of Organization
of StockerYale, Inc., incorporated by reference to Exhibit 3.1
of StockerYale's Form 10-QSB for the quarter ended June 30, 2001
4.4 Amended and Restated Bylaws of StockerYale, Inc., incorporated
by reference to Exhibit 3.2 of StockerYale's Form 10-SB, as
amended, filed on November 2, 1995
*5.1 Opinion of Goodwin Procter LLP
**23.1 Consent of Arthur Andersen LLP
23.2 Consent of Goodwin Procter LLP (included in Exhibit 5.1)
*24.1 Power of Attorney (included on signature page)
- ---------------
* Previously filed
** Included herewith
II-2
ITEM 17. UNDERTAKINGS.
A. The undersigned registrant hereby undertakes:
1. To file, during any period which in offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a
20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
PROVIDED, HOWEVER, that the registrant does not need to give the
statements in paragraphs (a)(1)(i) and (a)(1)(ii) of this item if the
information required in a post-effective amendment by those paragraphs
is incorporated by reference from periodic reports filed with the
Securities and Exchange Commission by the registrant under the
Securities Exchange Act of 1934.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering
thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the
II-3
foregoing provisions, or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Amendment No. 1 to the registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Salem, State of
New Hampshire, on April 1, 2002.
STOCKERYALE, INC.
By: /s/ Francis J. O'Brien
------------------------------------
Francis J. O'Brien
Chief Financial Officer, Treasurer
and Clerk
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
* Chairman of the Board April 1, 2002
- --------------------------------------------- of Directors and Chief
Mark W. Blodgett Executive Officer
* President and Director April 1, 2002
- ---------------------------------------------
Alain Beauregard
* Director April 1, 2002
- ---------------------------------------------
Lawrence W. Blodgett
* Director April 1, 2002
- ---------------------------------------------
Clifford L. Abbey
* Director April 1, 2002
- ---------------------------------------------
Steven E. Karol
II-5
SIGNATURE TITLE DATE
- --------- ----- ----
* Director April 1, 2002
- ---------------------------------------------
Dr. Herbert Cordt
* Director April 1, 2002
- ---------------------------------------------
Raymond J. Oglethorpe
/s/ Francis J. O'Brien Chief Financial Officer, April 1, 2002
- --------------------------------------------- Treasurer and Clerk
Francis J. O'Brien (Principal Financial and
Principal Accounting Officer)
*By: /s/ Francis J. O'Brien
------------------------------------------
Francis J. O'Brien
Attorney-in-fact
II-6
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
*4.1 Form of Stock Purchase Agreement between StockerYale, Inc. and
the selling stockholders
4.2 Amended and Restated Articles of Organization of StockerYale,
Inc., incorporated by reference to Exhibit 3.1 of StockerYale's
Form 10-KSB for the year ended December 31, 2000
4.3 Amendment to the Amended and Restated Articles of Organization
of StockerYale, Inc., incorporated by reference to Exhibit 3.1
of StockerYale's Form 10-QSB for the quarter ended June 30, 2001
4.4 Amended and Restated Bylaws of StockerYale, Inc., incorporated
by reference to Exhibit 3.2 of StockerYale's Form 10-SB, as
amended, filed on November 2, 1995
*5.1 Opinion of Goodwin Procter LLP
**23.1 Consent of Arthur Andersen LLP
23.2 Consent of Goodwin Procter LLP (included in Exhibit 5.1)
*24.1 Power of Attorney (included on signature page)
- -----------------
* Previously filed
** Included herewith