STOCKER & YALE, INC.
32 Hampshire Road
Salem, New Hampshire 03079
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The annual general meeting (the "Meeting") of Stocker & Yale, Inc. (the
"Company"), a Massachusetts corporation, will be held at the Company's
headquarters, 32 Hampshire Road, Salem, New Hampshire 03079, on Tuesday, May 6,
1997, at 10 a.m. local time, for the following purposes:
1. to elect five directors to serve until the next annual meeting and until
their successors are duly elected and qualified;
2. to appoint Arthur Andersen LLP as the Company's independent public
accountants; and
3. to transact such other business as may properly come before the Meeting and
any adjournments or postponements thereof.
Accompanying this notice of meeting is a proxy statement and a form of proxy,
together with the 1996 annual report of the Company incorporating the report of
the Chairman of the Board of Directors and the audited consolidated financial
statements for the year ended December 31, 1996.
Shareholders of record at the close of business on March 25, 1997 are entitled
to notice of, and to vote at this Meeting and any adjournments or postponements
thereof.
Whether or not you plan to attend the Meeting in person, you are asked to
complete, sign, date, and return the enclosed form of proxy. A proxy may not be
effective unless it is received at the Office of the Company's transfer agent
and registrar, Bank of Boston Proxy Services, P. O. Box 9381, Boston, MA 02205
not less than 48 hours before the time fixed for the Meeting.
Non-registered shareholders who receive these materials through a broker,
financial institution, a trustee or a nominee (an "Intermediary") for any of the
foregoing that holds securities on behalf of such non-registered shareholders,
should comply with the instructions provided by such Intermediary to ensure that
their shares are voted.
BY ORDER OF THE BOARD OF DIRECTORS
April 1, 1997 Stuart M. Cable, Clerk
<PAGE>
STOCKER & YALE, INC.
PROXY STATEMENT
as of April 1, 1997
Solicitation of Proxies
This proxy statement (the "Proxy Statement") is furnished in connection with the
solicitation of proxies by the management of Stocker & Yale, Inc. (the
"Company"), a Massachusetts corporation, for use at the annual general meeting
of shareholders (the "Meeting") of the Company to be held at 10:00 a.m., local
time, on May 6, 1997, at the Company's headquarters located at 32 Hampshire
Road, Salem, New Hampshire, for the purposes set forth in the Notice of Annual
Meeting of Shareholders. The approximate date on which this Proxy Statement and
form of proxy are first being sent to shareholders is April 1, 1997.
Appointment of Proxyholders
The persons named in the accompanying form of proxy are designated as
proxyholders by management of the Company.
A shareholder desiring to appoint some other person (who need not be a
shareholder) to represent him/her at the Meeting may do so by striking out the
printed names and inserting the desired person's name in the blank space
provided in the form of proxy. To be valid, the completed, signed, and dated
form of proxy should be received at the Office of the Company's transfer agent
and registrar, Bank of Boston Proxy Services, P. O. Box 9381, Boston,
Massachusetts 02205 not less than 48 hours before the time fixed for the
Meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, HOLDERS OF COMMON STOCK ARE
REQUESTED TO COMPLETE, DATE AND SIGN THE ACCOMPANYING PROXY CARD AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.
Voting and Proxies
The shares of the Company's common stock, par value US $.001 per share (the
"Common Stock") represented by a properly executed and deposited proxy will be
voted on any poll at the Meeting or any adjournments or postponements thereof
that may be called for or required by law and, if the shareholder specifies a
choice with respect to any matter to be acted upon, such shares of Common Stock
will be voted accordingly at the Meeting or any adjournments or postponements
thereof. If a choice with respect to such matters is not clearly specified at
the Meeting or any adjournments or postponements thereof, the persons designated
by management in the form of proxy will vote the shares represented by the proxy
(i) "FOR" the election to the Board of Directors of the nominees, (ii) "FOR" the
appointment of Arthur Andersen LLP as the Company's independent public
accountants, and (iii) in the discretion of the persons named as proxies, upon
such other matters as may properly come before the Meeting.
The proxy confers discretionary authority upon the named proxyholder with
respect to amendments to or variations in matters identified in the accompanying
Notice of Meeting and other matters that may properly come before the Meeting.
As of the date of this Proxy Statement, management is not aware of any
amendment, variations or other matter. If such should occur, the persons
designated by management will vote thereon in accordance with their best
judgment, exercising discretionary authority.
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<PAGE>
The presence, in person or by proxy, of at least a majority of the total number
of shares of Common Stock issued and outstanding and entitled to vote is
necessary to constitute a quorum for the transaction of business at the Meeting.
Abstentions, votes withheld from Director nominees and "broker non-votes" (i.e.,
shares represented at the Meeting which are held by a broker or other nominee as
to which (i) voting instructions have not been received from the beneficial
owners or persons entitled to vote such shares and (ii) the broker does not have
discretionary authority to vote such shares) shall be treated as shares that are
present and entitled to vote for purposes of determining whether a quorum is
present. With respect to the election of Directors, the By-Laws of the Company
provide that such election shall be determined by a plurality of the votes cast
by the stockholders. Therefore, abstentions and broker non-votes will have no
effect on the outcome of the election of Directors.
Revocation of Proxies
A shareholder who has given a proxy may revoke it as to any matter on which a
vote has not already been cast pursuant to the authority conferred on the proxy
by appearing and voting in person at the meeting, by delivering a later-dated
proxy or by delivering to the Clerk of the Company a written revocation of such
proxy.
Annual Report
All holders of record are being sent herewith a copy of the Company's 1996
Annual Report, which contains audited financial statements of the Company for
the fiscal year ended December 31, 1996. This Annual Report, however, is not
part of the proxy soliciting material.
Principal Executive Office
The Company's principal executive office is located at 32 Hampshire Road, Salem,
New Hampshire 03079, and its telephone number is (603) 893-8778.
Voting Securities and Principal Holders Thereof
The voting securities of the Company consist of its Common Stock with US $.001
par value. As of March 25, 1997 , there were 2,567,894.6 shares of common stock
issued and outstanding, each share carrying the right to one vote. The Directors
of the Company have fixed March 25, 1997 as the record date (the "Record Date")
for determining shareholders entitled to receive notice of, to attend and to
vote at the Meeting or any adjournment or postponement thereof. Transferees of
Common Stock after the Record Date will not be entitled to notice of, or to vote
at, the Meeting.
Security Ownership of Principal Shareholders and Management
The following table sets forth, to the best knowledge of the Company, certain
information regarding the beneficial ownership of the Company's Common Stock, as
of March 25, 1997, by each person known to the Company to be the beneficial
owner of more than 5% of any class of the voting stock of the Company, each
Director of the Company, executive officers named in the Summary Compensation
Table, below, and all Directors and officers as a group.
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<PAGE>
<TABLE>
<CAPTION>
Name and Address Number of Shares of Common Stock (1) Percentage(2)
<S> <C> <C>
Mark W. Blodgett 690,114.1(3) 26.3%
32 Hampshire Road
Salem, NH 03079
Hoover Capital Management, Inc. 776,857.9(4)** 28.9%
50 Congress Street
Boston, MA 02109
Chilton Investment Partners LP 200,000.0*** 7.8%
399 Park Avenue 28th Floor
New York, NY 10022
Trainer Wortham & Co. 177,352.8 6.9%
845 Third Avenue 6th Floor
New York, NY 10022
James Bickman 72,431.2(5) 2.8%
32 Hampshire Road
Salem, NH 03079
Clifford L. Abbey 7,100.0(6) *
32 Hampshire Road
Salem, NH 03079
Alex W. Blodgett 49,200.0(7) 1.9%
32 Hampshire Road
Salem, NH 03079
John M. Nelson 12,000.0(6) *
32 Hampshire Road
Salem, NH 03079
Susan A. Hojer Sundell 14,330.0(8) *
32 Hampshire Road
Salem, NH 03079
William J. Michaud 1,200.0 *
32 Hampshire Road
Salem, NH 03079
Directors and Officers as a Group(7 persons) 846,375.3 31.7%
</TABLE>
* Less than one percent.
** As reported in a Schedule 13G filed on February 13, 1997 and amended on
March 14, 1997 with the Securities and Exchange Commission by Hoover
Capital Management, Inc.
*** As reported in a Schedule 13D filed on January 10, 1997 with the Securities
and Exchange Commission by Chilton Investment Partners LP.
3
<PAGE>
1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of Common Stock subject
to options or other rights to purchase stock that are currently exercisable
or exercisable within 60 days of March 25, 1997 are deemed to be
beneficially owned by the person holding such options for the purpose of
computing the percentage ownership of another person.
2) Applicable percentage of ownership is based on 2,567,894 shares of Common
Stock outstanding as of March 25, 1997 together with applicable options or
other rights to purchase shares of Common Stock for each stockholder.
3) 624,430.8 shares owned directly and 9,600 shares owned indirectly through
The Helen W. Blodgett Trust, of which Mark W. Blodgett is a Trustee. Total
also includes 42,524 shares which may be acquired upon the exercise of
stock options that are currently exercisable or that will be exercisable
within 60 days of March 25, 1997, and 13,559.3 shares which may be acquired
by The Helen W. Blodgett Trust within 60 days of March 25, 1997 pursuant to
7.25% Convertible Subordinated Notes due May 1, 2001. Total excludes
79,707.2 shares owned by the Blodgett Family Trust, of which Mark W.
Blodgett is the Settlor. Mr. Blodgett disclaims beneficial ownership of the
shares held by the Blodgett Family Trust and the Helen W. Blodgett Trust.
4) Includes 633,924 shares beneficially owned by various clients of Hoover
Capital Management, Inc. ("HCM"), for which HCM exercises sole dispositive
and sole voting power. Also includes 108,474.6 shares which may be acquired
by such clients of HCM within 60 days of March 25, 1997 pursuant to 7.25%
Convertible Subordinated Notes due May 1, 2001. HCM is a registered
investment adviser under the Investment Advisers Act of 1940, as amended,
and disclaims beneficial ownership of these Notes and these shares. HCM
also provides investment advisory services to the Helen W. Blodgett Trust
of which Mark W. Blodgett is a Trustee. HCM shares dispositive and voting
power with respect the to the Helen W. Blodgett Trust, which holds a total
of 23,159.3 shares, consisting of 9,600 shares owned directly and 13,559.3
shares which may be acquired by The Helen W. Blodgett Trust within 60 days
of March 25, 1997 pursuant to 7.25% Convertible Subordinated Notes due May
1, 2001. Stevin R. Hoover, Chairman and CEO of HCM, directly holds 11,300
shares.
5) Includes 7,506 shares which may be acquired upon the exercise of stock
options that are currently exercisable or that will be exercisable within
60 days of March 25, 1997.
6) Includes 7,000 shares which may be acquired upon the exercise of stock
options that are currently exercisable or that will be exercisable within
60 days of March 25, 1997.
7) Includes 9,000 shares which may be acquired upon the exercise of stock
options that are currently exercisable or that will be exercisable within
60 days of March 25, 1997.
8) Includes 13,000 shares which may be acquired upon the exercise of stock
options that are currently exercisable or that will be exercisable within
60 days of March 25, 1997.
Matters to be Acted Upon
Item 1 - Election of Directors
The persons named in the following table are proposed by management for election
as Directors of the Company. Each Director elected will hold office until the
next annual general meeting and until his successor, if any, is elected and
qualified, unless he resigns or he becomes disqualified to act as a Director.
Each nominee is currently a Director of the Company. The affirmative vote of a
plurality of
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<PAGE>
the shares present and voting in person or by proxy at the Meeting is necessary
to elect these individuals as Directors. The Company believes that each of the
nominees will stand for election and, if elected, will serve as a Director.
However, if any nominee fails to stand for election, the proxies will be voted
for the election of such other person(s) as the Board of Directors may nominate
and recommend. The following information concerning the respective nominees has
been confirmed by each of them as of March 25, 1997:
Proposed Nominee and Principal Occupation Age Director Since
Mark W. Blodgett
Salem, Massachusetts 40 1989
Chairman of the Board and Chief Executive Officer
James Bickman
Swampscott, Massachusetts 80 1989
President and Director
Alex W. Blodgett
Grosse Pointe, Michigan 38 1994
President of Stilson Division and Director
Clifford L. Abbey
San Francisco, California 51 1994
Chief Executive Officer of Agnelli Jeans and Director
John M. Nelson 65 1995
North Grafton, Massachusetts
Chairman of Wyman-Gordon Company and Director
The Board of Directors recommends that you vote "FOR" the nominees named above.
Unless otherwise specified in the enclosed proxy, the persons names in the
enclosed proxy intend to vote the shares of Common Stock represented by each
properly executed proxy "FOR" each of the nominees named above.
Information Regarding Directors
The principal occupation and business experience of each director is set forth
below:
Mark W. Blodgett purchased a majority of the shares of the Common Stock of the
Company in 1989 and since then he has maintained overall responsibility for
daily operations and strategic planning. Prior to joining the Company in 1989,
Mr. Blodgett worked for a private merchant bank (1988-1989); was a corporate
vice president at Drexel Burnham Lambert, Inc. in New York (1980-1988); and was
a merger and acquisition associate for European American Bank in New York
(1979-1980). Mr. Blodgett is actively involved in the Young Presidents
Organization. Mark Blodgett is the brother of Alex W. Blodgett, a Director of
the Company and President of the Stilson Division.
James Bickman presently serves as President of the Company's Salem Division. Mr.
Bickman has been a Director of the Company and its predecessor entities since
1961, and joined as its President and
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Chief Executive Officer in 1964. Mr. Bickman has an extensive background in
manufacturing and engineering, and has been responsible for the growth of the
Company over the past thirty years from a small manufacturer of optical
metrology instruments. Prior to joining the Company, Mr. Bickman was a
co-founder and operator of a successful engineering sales and manufacturing
business.
Alex W. Blodgett joined the Company in February 1994 as President of the
Company's Stilson Division, and was elected Director in June 1994. From January
1993 until December 1993, he was Vice President of Corporate Development for
Brassie Golf Corporation, a corporation engaged primarily in the development of
golf courses, and a partner with Pacificbridge Investments, a real estate
development firm. From April 1986 until November 1991, he was a partner with
Gordon Capital Corporation, a private investment bank. Alex W. Blodgett is the
brother of Mark W. Blodgett.
Clifford L. Abbey is the Chief Executive Officer and principal shareholder of
Agnelli Jeans, a manufacturer and distributor of designer jeans. Mr. Abbey has
an established reputation as a successful entrepreneur, having founded, operated
and ultimately sold a number of small and middle-market businesses. Mr. Abbey
has been a Director of the Company since 1994.
John M. Nelson is the Chairman of the Board of Wyman-Gordon, Inc., a
manufacturer of forgings, investment castings and composite structures for the
commercial transportation, commercial power and defense industries, since 1991,
and was Wyman-Gordon Company's Chairman and Chief Executive Officer from 1991 to
1994. Prior to that time, Mr. Nelson served for many years in a series of
executive positions with Norton Company, a diversified industrial products
manufacturer, and was Norton Company's Chairman and Chief Executive Officer from
1988 to 1990, and its President and Chief Operating Officer from 1986 to 1988.
Mr. Nelson is also Chairman of the Board of TJX Companies, Inc., a retailer of
off-price fashion goods, and is also a Director of Browne & Sharpe Manufacturing
Company, Cambridge Biotechnology Corporation and Commerce Holdings, Inc. Mr.
Nelson has been a Director of the Company since February 1995.
Board of Directors and its Committees
Board of Directors. The Company is managed by a five member Board of Directors.
The Board met by person or by telephone on five occasions and executed consent
votes in lieu of a meeting four times during fiscal 1996. Each of the Directors
attended at least 75% of the total number of meetings of the Board of Directors
and of meetings of the committees of the Board of Directors of which he was a
member.
Audit Committee. The Board has established an Audit Committee consisting of
James Bickman and Clifford Abbey. The Audit Committee meets with the Company's
independent auditors to review the adequacy of the Company's internal control
systems and financial reporting procedures; review the general scope of the
Company's annual audit and the fees charged by the independent auditors; review
and monitor the performance of non-audit services by the Company's auditors;
review the fairness of any proposed transaction between recommendations to full
Board of Directors; and perform such other functions as may be required by any
stock exchange or over-the-counter market upon which the Company's securities
may be listed. The Audit Committee met once during fiscal 1996.
Compensation Committee. The Company's Board of Directors has established a
Compensation Committee to determine the compensation of the Company's executive
officers and to grant options and
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<PAGE>
stock awards under the Company's stock option and incentive plans. The
Compensation Committee, which consists of John M. Nelson and Clifford L. Abbey,
met once during fiscal 1996.
The Board of Directors does not have a standing nominating committee or a
committee performing such functions. The full Board of Directors performs the
function of such a committee.
Compensation of Directors
Directors are not compensated by the Company in cash for their services in their
capacity as Directors. Under the 1996 Stock Option and Incentive Plan (the "1996
Plan"), each Director who is not an officer or employee of the Company (an
"Independent Director"), upon initial election to the Board of Directors will be
granted an option to purchase 4,000 shares of the Company's Common Stock and
will also receive an annual stock option grant to purchase 2,000 shares of
Common Stock, beginning with the annual meeting following such Director's
initial election to the Board. Unless earlier terminated, all options granted to
Independent Directors under the 1996 Plan vest on the date that is two years
after the grant of such options. In addition, Hubert R. Marleau and Robert G.
Atkinson resigned as Directors of the Company on December 5, 1996. In
recognition of their service to the Company, the Board of Directors extended the
period during which options to purchase Common Stock granted to Messrs. Marleau
and Atkinson may be exercised and accelerated the vesting of certain of those
options.
Other Executive Officers and Significant Employees
The names and ages of all current executive officers of the Company and the
principal occupation and business experience during the last five years are as
set forth below.
<TABLE>
<CAPTION>
Name Age Position
<S> <C> <C>
Mark W. Blodgett(1) 40 Chief Executive Officer
James Bickman(1) 80 President
Alex W. Blodgett(1) 38 President of Stilson Division
Susan A. Hojer Sundell 47 Senior Vice President, Finance and Treasurer
William J. Michaud 41 Vice President of Sales and Marketing of Salem Division
</TABLE>
(1) For descriptions of business experience, please refer to "Information
Regarding Directors" above.
Susan A. Hojer Sundell is Senior Vice President of Finance and Treasurer of the
Company and is responsible for all aspects of financial management, including
accounting and treasury functions, corporate compliance and human resources. Ms.
Sundell advanced to Vice President in 1992 from the MFE Division, where she
served in a variety of positions including Operations Manager and Controller.
Ms. Sundell joined MFE in 1981.
William J. Michaud is Vice President of Sales and Marketing for the Company's
Salem Division and is responsible for all sales and marketing operations,
excluding the Stilson Division and the U.S. government contract business. Prior
to joining the Company in 1995, Mr. Michaud held positions as Director of Sales
for Sopha Medical Systems, Inc. from 1991 to 1995, Regional Vice President of
Sales/Marketing for General Electric Medical Systems from 1986 to 1990,
Divisional Sales Manager for Johnson & Johnson Healthcare Division from 1979 to
1985, and District Sales Manager for Procter & Gamble Distributing Company from
1977 to 1978.
7
<PAGE>
Kenneth A. Ribeiro is Vice President-Engineering for the Salem Division,
responsible for both product development projects and existing product line
support. Mr. Ribeiro has 18 years of design experience in the areas of
electronics, optics, acoustics, thermodynamics and pneumatics. Further, he has
in-depth experience in both hardware and software. Prior employment includes
American Optical Corporation, Merrimack Laboratories, Inc., Ion Track
Instruments, Inc., and Kaye Instruments, Inc.
Doreen E. Shane is Vice President of Management Information Systems and is
responsible for all aspects of the Company's information systems including
installation and training, database management, development and maintenance of
control procedures and computer hardware and software resource management. Ms.
Shane has had over ten years of progressively responsible achievement in
information systems, training and management, having started with the Company's
Memodyne division in 1985.
Dolores J. Perelli is General Manager of the SDD Division and is responsible for
all of the Company's Michigan operations, including production, purchasing,
accounting and personnel. Ms. Perelli joined Stilson in 1969, prior to the
acquisition of Stilson by the Company.
Dale Depas is Vice President of Engineering for the SDD Division and is
responsible for the Division's sales and engineering. Application-specific
design is an integral part of the selling effort at the SDD Divisions, due to
the technical nature of the products. Mr. Depas joined the Company's
Die-Draulics Division in 1964, prior to its acquisition by the Company.
Compensation of Executive Officers and Directors
Summary Compensation Information
The table below sets forth summary compensation information for the last three
completed fiscal years ended December 31, 1996, 1995 and 1994, with respect to
those of the Company's executive officers who received total salary and bonus in
excess of $100,000 for the fiscal year ended December 31, 1996 (the "Named
Executive Officers").
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
Other All
Annual Restricted Securities Other
Name and Compen- Stock Underlying Compen-
Principal Position Year Salary (1) Bonus sation Awards Options sation
- ------------------- ---- --------- ------ -------- ------ ------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Mark W. Blodgett 1996 $227,611 -- -- -- 20,000 --
Chairman and Chief 1995 $255,954 -- -- -- -- --
Executive Officer 1994 $258,391 -- -- -- 42,524 --
Alex W. Blodgett 1996 $123,640 -- -- -- 6,000 --
President, Stilson 1995 $109,598 -- -- -- 11,000 --
Division and Director 1994 $ 91,479 -- -- -- 4,000 --
Susan A. Hojer Sundell 1996 $100,303 -- -- -- 6,000 --
Senior Vice President - 1995 $ 96,684 -- -- -- 7,000 --
Finance and Treasurer 1994 $ 83,606 -- -- -- 6,000 $30,000(2)
William J. Michaud 1996 $130,315 -- -- -- 5,000 --
Vice President - Sales 1995(3) $ 47,146 -- -- -- 7,000 --
and Marketing, Salem 1994(3) -- -- -- -- -- --
</TABLE>
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<PAGE>
(1) Salary includes amounts, if any, deferred pursuant to the Company's 401(k)
Plan.
(2) Amount represents compensation for employee relocation costs.
(3) William J. Michaud became an employee of the Company on August 15, 1995.
Option Grants in Last Fiscal Year
The table below sets forth grants of options to purchase shares of Common Stock
pursuant to the 1996 Plan made during the last completed fiscal year to the
named executive officers:
<TABLE>
<CAPTION>
Number of Securities Percent of Total Options Exercise Expiration
Name Underlying Options Granted to Employees Price Date
<S> <C> <C> <C> <C>
Mark W. Blodgett 20,000 (non-qualified) 28.6% $6.00 4/1/2006
Alex W. Blodgett 6,000 8.6% $6.00 4/1/2006
Susan A. Sundell 6,000 8.6% $6.00 4/1/2006
William J. Michaud 5,000 7.1% $6.00 4/1/2006
</TABLE>
Termination of Employment Change in Responsibilities and Employment Contracts
The Company has no plan or arrangement with respect to the compensation of its
executive officers which would be payable upon the resignation, retirement or
any other termination of any executive officer's employment with the Company or
its subsidiaries or in connection with a change of control of the Company or any
subsidiary of the Company or a change in the executive officer's
responsibilities following a change in control. However, options to purchase
shares of Common Stock granted pursuant to the 1994 Stock Option Plan (the "1994
Plan") become fully vested upon a change of control as defined in the 1994 Plan.
Under the 1996 Plan, in the event of a change of control, as defined in the 1996
Plan, the Board of Directors, in its discretion, may provide for substitution or
adjustments of outstanding options granted under the 1996 Plan, or may terminate
all unexercised options granted under the 1996 Plan with or without payment of
cash consideration. In addition, certain options granted to outside Directors of
the Company vest upon such a change of control. There are no employment
contracts between the Company and any of the named executive officers.
Certain Relationships and Related Transactions
Family Relationships
Mark W. Blodgett, Chairman of the Board of Directors and Chief Executive Officer
of the Company, is the brother of Alex W. Blodgett, President of the Stilson
Division and a Director of the Company.
Related Transactions
In June 1995, the Company issued 25,533.2 shares of Common Stock to Mark W.
Blodgett, in exchange for his personal guarantees of certain of the Company's
indebtedness.
In March, 1995, the Company paid a total of $61,642.13 to Marleau, Lemire
Securities for commissions, expenses and legal fees relating to the issuance of
subordinated notes. Mr. Hubert R. Marleau, a former Director of the Company, is
Chairman of the Board and Chief Executive Officer of Marleau, Lemire Securities,
Inc.
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<PAGE>
In June 1995, the Company sold an aggregate of 107,527 shares of Common Stock in
a private placement. The price per share in such transaction was the
then-current market price of $4.65, and the aggregate consideration paid for
such shares was $500,000. In this private placement, Mark W. Blodgett acquired
21,505.4 shares of Common Stock at a price of $4.65 per share and at an
aggregate price of $100,000. The shares were sold to and acquired by Mr.
Blodgett on the same terms and subject to the same conditions as contemporaneous
sales to third parties.
Compliance with 16(a) of the Exchange Act
Section 16(a) of the Securities and Exchange Act of 1934, as amended, (the
"Exchange Act") requires the Company's executive officers and Directors, and
persons who are beneficial owners of more than 10% of a registered class of the
Company's equity securities to file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC"). Officers,
Directors and greater than 10% beneficial owners are required by SEC regulations
to furnish the Company with copies of all Section 16(a) forms they file. To the
Company's knowledge, based solely on review of the copies of such reports
furnished to the Company, and written representations that no other reports were
required, all Section 16(a) filing requirements applicable to its executive
officers, Directors and greater than 10% beneficial owners were satisfied,
except in the case of the Helen W. Blodgett Trust, of which Mark W. Blodgett is
a Trustee, which failed to timely file a report regarding the purchase of
subordinated convertible notes; such report was subsequently filed.
Item 2 - Appointment of Auditor
Arthur Andersen LLP, Independent Public Accountants, and its predecessors have
been the auditor of the Company for at least twenty-five years. Management of
the Company proposes to appoint Arthur Andersen LLP as auditor of the Company
until the next annual general meeting of shareholders.
The Board of Directors recommends a vote "FOR" the appointment of Arthur
Andersen LLP as auditor of the Company until the next annual general meeting.
Item 3 - Other Matters
Management does not know of any other matters to come before the Meeting other
than as set forth in the Notice of Annual General Meeting and this Proxy
Statement. If other matters are presented, proxies will be voted in accordance
with the best judgment of the proxy holder.
Shareholder Proposals for Annual Meetings
For a proposal of a shareholder (including Director nominations) submitted
pursuant to Exchange Act Rule 14a-8 to be included in the Company's proxy
statement and form of proxy for the Company's 1998 Annual Meeting of
Shareholders, it must be received at the principal offices of the Company on or
before December 2, 1997. Such a proposal must also comply with the requirements
as to form and substance established by the SEC for such a proposal to be
included in the proxy statement.
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<PAGE>
Independent Public Accountants
The Board of Directors engaged Arthur Andersen LLP, Independent Public
Accountants, to serve as the Company's independent public accountants for the
fiscal year ended December 31, 1996. A representative of Arthur Andersen LLP is
expected to be present at the Meeting, will have an opportunity to make a
statement if he or she desires to do so, and will be available to answer
appropriate questions.
Expense of Solicitation
The Company will bear the expense of this solicitation. It is expected that the
solicitation will be made primarily by mail, but regular employees or
representatives of the Company (none of whom shall receive any extra
compensation for their activities) may also solicit proxies by telephone,
telegraph and in person and arrange for Intermediaries to send this Proxy
Statement and form of proxy to their principals at the expense of the Company.
Directors' Approval
The Contents of this Proxy Statement have been approved and its mailing has been
authorized by the Directors of the Company.
BY ORDER OF THE BOARD OF DIRECTORS
April 1, 1997 Stuart M. Cable, Clerk
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<PAGE>
STOCKER & YALE, INC.
32 Hampshire Road
Salem , NH 03079
TO: Registered and Non-Registered Shareholders of
STOCKER & YALE, INC. (the "Company")
National Policy Statement No. 41 - Shareholder Communication - provides
shareholders with the opportunity to elect annually to have their names added to
the Company's supplemental mailing list in order to receive quarterly financial
statements. If you wish to receive such statements please complete and return
this form to:
STOCKER & YALE, INC.
32 Hampshire Road
Salem, NH 03079
Name: ________________________________________
(PLEASE PRINT)
Address: ________________________________________
________________________________________
________________________________________
I certify that I am a shareholder of the Company.
Signature ________________________________________
Date ________________________________________
12
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STOCKER & YALE, INC. (the "Company")
PROXY
Type of Meeting: Annual General Meeting
Meeting Date: May 6, 1997
Meeting Time: 10:00 a.m. EDT
Meeting Location: Stocker & Yale, Inc.
32 Hampshire Road
Salem, New Hampshire
This proxy is solicited by the management of the Company.
The undersigned registered shareholder of the Company hereby appoints MARK W.
BLODGETT, a Director and Officer of the Company, and, STUART M. CABLE, Clerk of
the Company, and each of them, or in the place of the
foregoing__________________________________________(please print name) as proxy
holder for and on behalf of the undersigned, with the power of substitution, to
attend, act and vote all of the shares of Common Stock , par value $0.001 per
share, held by the undersigned as of the Record Date for and on behalf of the
undersigned in respect of all matters that may properly come before the Annual
Meeting of Shareholders of the Company (the "Meeting") and at every adjournment
or postponement thereof, to the same extent and with the same powers as if the
undersigned were present at the meeting or any adjournment or postponement
thereof.
If no direction is made, this proxy will be voted (i) FOR the nominees for
Director, and (ii) FOR the appointment of Arthur Andersen LLP as auditor.
The undersigned hereby acknowledge(s) receipt of a copy of the accompanying
Notice of Annual General Meeting of Stockholders and the Proxy
Statement/Information Circular with respect thereto and hereby revokes any proxy
or proxies heretofore given. This proxy may be revoked at any time before it is
exercised.
Proposals (for full details please see the Notice of Meeting and Proxy Statement
which accompanied this Proxy Form)
FOR WITHHOLD
1. Election of Directors
a. Electing MARK W. BLODGETT as Director _____ _____
b. Electing JAMES BICKMAN as Director _____ _____
c. Electing ALEX W. BLODGETT as Director _____ _____
d. Electing CLIFFORD ABBEY as Director _____ _____
e. Electing JOHN M. NELSON as Director _____ _____
FOR AGAINST ABSTAIN
2. Appointing ARTHUR
ANDERSEN LLP as auditor _____ _____ _____
3. To vote with discretionary authority with respect to all other matters which
may come before the Meeting.
The undersigned hereby revokes any proxy previously given to attend and vote at
the meeting.
____________________________________________________________
(Signature) (Date)
_____________________________________________________________
(Signature) (Date)
Note: Please sign exactly as your name appears hereon. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in corporation name by President or other authorized
officer. If a partnership, please sign in partnership name by an authorized
person.
This proxy form is not valid unless it is signed and dated. If someone other
than the registered shareholder of the Company signs this proxy on the
shareholder's behalf, authorizing documentation acceptable to the Chairman of
the Meeting must be deposited with this Proxy Form.
Subject to the discretion of the chairman of the meeting, to be effective this
proxy form must be received at the office of Bank of Boston Proxy Services no
later than 48 hours prior to the time of the meeting. The mailing address of
Bank of Boston Proxy Services is P.O. Box 9381, Boston, MA 02205.
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INSTRUCTIONS FOR PROXY FORM
1. If you cannot attend the Meeting but wish to vote on the resolutions and to
appoint one of the management nominees, please leave the wording appointing
the management nominees as shown, sign and date and return the proxy form.
You have the right to appoint another person, who need not be a shareholder
of the Company, to attend and act for you and on your behalf at the
Meeting. If you wish to appoint another person, you may do so by crossing
off the management nominees and inserting your appointed proxy-holder's
name in the space provided. Your appointed proxyholder will then have to
attend the Meeting if your vote is to be counted. You may also appoint an
alternate proxyholder to act in the place of the absent proxyholder.
2. The securities represented by this proxy form will be voted on or withheld
from voting in accordance with your instructions on any poll that may be
called for in respect of any resolution and, if you have specified a choice
with respect to any matter to be acted upon, the securities will be voted
accordingly. Where no choice on a resolution is specified by you, this
proxy form confers discretionary authority on your appointed proxyholder.
In such case, a nominee of management acting as Proxyholder will vote the
securities as if you had specified an affirmative vote. With respect to any
amendments or variations in any of the resolutions shown on the proxy form,
or other matters which may properly come before the Meeting, the securities
will be voted by the nominee appointed as the nominee in his or her sole
discretion sees fit.
3. If you have returned a proxy form and later decide to vote in person, you
may do so by attending the Meeting. Please register your attendance with
the Company's Clerks at the Meeting and inform them that you have
previously returned a proxy form.
4. If the proxy form is signed on your behalf by your attorney or, if the
shareholder is a corporation, by an officer or attorney for the corporation
as is not under the corporation's common seal, the power of attorney or a
director's resolution, as the case may be, or a notarial copy thereof, must
accompany this proxy form.
