SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 13, 1998
STOCKER & YALE, INC.
(Exact name of Registrant as specified in its charter)
Massachusetts 0-5460 04-2114473
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
32 Hampshire Road, Salem, New Hampshire 03079
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
(603) 893-8778
Item 2. Acquisition or Disposition of Assets.
As of May 13, 1998, Stocker & Yale, Inc. (the "Company") acquired Lasiris,
Inc., a Canadian manufacturer of industrial lasers for the machine vision and
industrial inspection industries. The Company acquired Lasiris through Lasiris
Holdings, Inc., a newly-formed New Brunswick corporation and a subsidiary of the
Company ("LHI") for a total purchase price of approximately $5.3 million ($7.7
million (CDN)). The purchase price was paid 40% in shares of LHI's capital stock
which is exchangeable for shares of the Company's common stock and the balance
in cash. The Company financed the cash portion of the consideration through (i)
a private placement of 350,000 shares of the Company's common stock at a price
per share of $3.50, (ii) a loan in the amount of $750,000 from Danvers Savings
Bank which is secured by a second mortgage interest in the Company's
headquarters, (iii) a loan to Lasiris of approximately $800,000 pursuant to a
credit agreement with the Toronto Dominion Bank and (iv) cash available to the
Company upon the prepayment by Beverly Hospital Corp. of obligations owed to the
Company. The Company intends to operate Lasiris as a wholly-owned Canadian
subsidiary. The Company's management believes that Lasiris' business fits with
the Company's corporate strategy to build an industrial lighting company which
offers customers one-stop shopping for industrial lighting solutions for the
industrial inspection market, including both machine vision and microscopy
industries.
Lasiris was founded in 1985 to offer technical and scientific expertise in
lasers, optics, and holography. Through a number of research and development
contracts, Lasiris began in 1990 to design a wide range of laser pattern
projectors for industrial inspection and machine vision. Since 1995, Lasiris has
maintained an annual growth rate of approximately 60% and has offered an
expanding range of innovative optics and laser products. Lasiris has
consistently invested a significant percentage of its revenues in research and
development and holds a variety of patents and trademarks. Lasiris operates out
of an approximately 20,000 sq. ft. leased facility in Saint-Laurent, outside
Montreal, Quebec, and employs approximately 50 people. Alain Beauregard,
President of Lasiris, has agreed to join the Company's Board of Directors.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired. It is impractical at the
time of filing this report to provide the required financial statements of the
business acquired. Required financial statements will be filed as soon as
practicable, but not later than 60 days after this report must be filed.
(b) Pro Forma Financial Information. It is impractical at the time of
filing this report to provide the required pro forma financial information.
Required pro forma financial information will be filed as soon as practicable,
but not later than 60 days after this report must be filed.
(c) Exhibits
2.1 Offer of Purchase and Sale by and among Stocker & Yale, Inc., Lasiris,
Inc., the stockholders of Lasiris, Inc. and certain other parties named
therein, dated March 14, 1998.
10.1 Voting, Support and Exchange Agreement between Lasiris Holding, Inc.,
Stocker & Yale, Inc. and the stockholders of Lasiris, Inc. and certain
other parties named therein, dated as of May 13, 1998.
10.2 Employment Agreement by and among Lasiris, Inc., Stocker & Yale, Inc. and
Alain Beauregard, dated as of May 13, 1998.
10.3 Employment Agreement by and among Lasiris, Inc., Stocker & Yale, Inc. and
Luc Many, dated as of May 13, 1998.
10.4 Lasiris, Inc. Executive Incentive Compensation Plan
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
STOCKER & YALE, INC.
(Registrant)
By: /s/ Susan A.H. Sundell
----------------------
Date: May 27, 1998 Susan A. H. Sundell
Senior Vice President, Finance
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EXHIBIT INDEX
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2.1 Offer of Purchase and Sale by and among Stocker & Yale, Inc., Lasiris,
Inc., the stockholders of Lasiris, Inc. and certain other parties named
therein, dated March 14, 1998.
10.1 Voting, Support and Exchange Agreement between Lasiris Holding, Inc.,
Stocker & Yale, Inc. and the stockholders of Lasiris, Inc. and certain
other parties named therein, dated as of May 13, 1998.
10.2 Employment Agreement by and among Lasiris, Inc., Stocker & Yale, Inc. and
Alain Beauregard, dated as of May 13, 1998.
10.3 Employment Agreement by and among Lasiris, Inc., Stocker & Yale, Inc. and
Luc Many, dated as of May 13, 1998.
10.4 Lasiris, Inc. Executive Incentive Compensation Plan
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