As filed with the Securities and Exchange Commission on October 24, 1996
File No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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STOCKER & YALE, INC.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2114473
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
32 Hampshire Road
Salem, New Hampshire 03079
(Address of Principal Executive Offices)
THE STOCKER & YALE, INC.
1996 STOCK OPTION AND INCENTIVE PLAN
(Full title of the plan)
-------------------------
MARK W. BLODGETT
Chief Executive Officer
Stocker & Yale, Inc.
32 Hampshire Road
Salem, New Hampshire 03079
(Name and address of agent for service)
(603) 893-8778
(Telephone number, including area code,
of agent for service)
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copy to:
STUART M. CABLE, ESQ.
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, MA 02109-2881
(617) 570-1000
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CALCULATION OF REGISTRATION FEE
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Title of securities Amount to be Proposed maximum Proposed maximum Amount of to
be registered registered (1) offering price aggregate offering registration fee
per share price
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Common Stock, 53,000 $5.88(2) $311,640.00 $94.44
$0.001 par value 8,000 $5.88(2) $47,040.00 $14.25
89,000 $6.25(3) $556,250.00 $168.56
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Total 150,000 --- $914,930.00 $278.00
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(1) Plus such additional number of shares as may be required pursuant to the
option plan in the event of a stock dividend, reverse stock split,
split-up, recapitalization or other similar event.
(2) This estimate is made pursuant to Rule 457(h)(1) under the Securities Act
of 1993, as amended (the "Securities Act"), solely for the purpose of
determining the amount of the registration fee and is based upon the price
at which outstanding stock options may be exercised.
(3) This estimate is made pursuant to Rule 457(c) and (h) under the Securities
Act solely for the purpose of determining the amount of the registration
fee and is based upon the market value of outstanding shares of the
Company's common stock on October 24, 1996, utilizing the average of the
high and low sale prices reported on The Nasdaq SmallCap Market on that
date.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
Stocker & Yale, Inc. (the "Company") hereby incorporates by reference the
documents listed in (a) through (c) below, which have previously been filed with
the Securities and Exchange Commission.
(a) The Company's 1995 Annual Report, which has previously been filed
with the Securities and Exchange Commission;
(b) All reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") since December
31, 1995; and
(c) The description of the Company's common stock, $.001 par value,
contained in the Company's registration statement on Form 10-SB/A
dated December 29, 1995, filed with the Securities and Exchange
Commission pursuant to Section 12 of the Exchange Act and any
amendments or reports filed for the purpose of updating such
description.
In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Company pursuant to Sections 13(a) and 13(c), Section
14 and Section 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares to be offered hereby will be passed upon for the
Company by Goodwin, Procter & Hoar LLP, Boston, Massachusetts.
Item 6. Indemnification of Directors and Officers.
Section 67 of Chapter 156B of the Massachusetts General Laws provides a
statutory framework covering indemnification of directors, officers and
employees against liabilities and expenses arising out of legal proceedings
brought against them by reason of their status or service as directors or
officers. In addition, Article V of the Company's Amended and Restated By-Laws
provides for indemnification of directors, officers and employees of the
Company. Section 67 and the Company's Amended and Restated By-Laws generally
provide that a director, officer or employee of the Company shall be indemnified
by the Company for all expenses and liabilities of legal proceedings brought
against him/her by reason of his/her status or service as a director, officer or
employee unless the director, officer or employee is adjudged not to have acted
in good faith in the reasonable belief that his/her action was in the best
interest of the Company or to the extent that such matter relates to service
with respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such plan. The Company's Amended and Restated
Articles of Organization also incorporate certain provisions permitted under the
Massachusetts General Laws relating to the liability of directors. The
provisions eliminate a director's liability for monetary damages for a breach of
fiduciary duty, including gross negligence, except in circumstances involving
certain wrongful acts, such as the breach of a director's duty of loyalty or
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law or authorization of distributions in violation of the
Company's Amended and Restated Articles of Organization or of loans to officers
or directors of the Company or any transaction from which the director derived
improper personal benefit. These provisions do not eliminate a director's duty
of care. Moreover, the provisions do not apply to claims against a director for
violations of certain laws, including federal securities laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
(a) The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement.
Exhibit
*4.1 Amended and Restated Articles of Incorporation.
+4.2 Amended and Restated By-laws.
5 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5 hereto).
23.2 Consent of Arthur Andersen LLP, Independent Certified Public Accountants.
24 Powers of Attorney (included in Part II of this registration statement).
99 The Stocker & Yale, Inc. 1996 Stock Option and Incentive Plan.
- --------------------
* Incorporated by reference to the Company's registration statement on Form
SB-2, as amended, under the Securities Act of 1933, as amended.
+ Incorporated by reference to the Company's registration statement on Form
10-SB, as amended, under the Exchange Act .
2
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which 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 Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(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 paragraphs (a)(1)(i) and (a)(1)(ii) herein do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
undersigned registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement;
(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; and
(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
undersigned 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) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause
3
to be delivered, to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(d) 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 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
Act, 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 Act and will
be governed by the final adjudication of such issue.
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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Salem, State of New Hampshire, on October 24, 1996.
STOCKER & YALE, INC.
By: /s/ Mark W. Blodgett
---------------------------------
Mark W. Blodgett,
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Mark W. Blodgett and Alex W. Blodgett,
and each of them singly, as his or her true and lawful attorney-in-fact and
agent, with full power of substitution, for him or her and in his or her name,
place and stead, in any and all capacities to sign any or all amendments or
post-effective amendments to this registration statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or his or her
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title
/s/ Mark W. Blodgett Chairman of the Board of October 24, 1996
- -------------------------- Directors and Chief Executive
Mark W. Blodgett Officer (Principal Executive
Officer)
/s/ James Bickman President and Director October 24, 1996
- ---------------------------
James Bickman
/s/ Alex W. Blodgett President of Stilson Division October 24, 1996
- --------------------------- and Director
Alex W. Blodgett
/s/ Clifford L. Abbey Director October 24, 1996
- ---------------------------
Clifford L. Abbey
5
/s/ Robert G. Atkinson Director October 24, 1996
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Robert G. Atkinson
/s/ Hubert R. Marleau Director October 24, 1996
- ----------------------------
Hubert R. Marleau
/s/ John M. Nelson Director October 24, 1996
- ----------------------------
John M. Nelson
/s/ Susan Sundell Senior Vice President of October 24, 1996
- ---------------------------- Finance and Treasurer
Susan Hojer Sundell (Principal Financial and
Accounting Director)
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283586.c1
EXHIBIT INDEX
Exhibit No. Description Page
* 4.1 Amended and Restated Articles of Incorporation -
+ 4.2 Amended and Restated By-laws -
5 Opinion of Goodwin, Procter & Hoar LLP as to
the legality of the securities being registered
23.1 Consent of Goodwin, Procter & Hoar LLP -
(included in Exhibit 5 hereto)
23.2 Consent of Arthur Andersen LLP, Independent Certified
Public Accountants
24 Powers of Attorney (included in Part II of this -
registration statement)
99 The Stocker & Yale, Inc. 1996 Stock Option and
Incentive Plan
- ---------------------
* Incorporated by reference to the Company's registration statement on Form
SB-2, as amended, under the Securities Act of 1933, as amended.
+ Incorporated by reference to the Company's registration statement on Form
10-SB, as amended, under the Securities Exchange Act of 1934, as amended.
7
283586.c1