STOCKER & YALE INC
10KSB/A, 1997-05-06
OPTICAL INSTRUMENTS & LENSES
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                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                 ---------------
                                 AMENDMENT NO. 1
                                       TO
                                   FORM 10-KSB
                   ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996

                        Commission file number: 0 - 5460
                        --------------------------------


                              STOCKER & YALE, INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)


           Massachusetts                                     04-2114473
(State or other jurisdiction of                           (I.R.S. employer     
 incorporation or organization)                          identification number)
                                                                          

                                32 Hampshire Road
                           Salem, New Hampshire           03079
               (Address of principal executive offices) (Zip Code)
                                 (603) 893-8778


                           (Issuer's telephone number)
                ------------------------------------------------
           Securities registered under Section 12(b) of the Act: None



              Securities registered under Section 12(g) of the Act:
                         Common Stock, $0.001 par value

                                (Title of class)
              -----------------------------------------------------


Check whether issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to filing such requirements for the past 90 days.      X Yes     No
                                                      ---     ---   
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of Form 10-KSB.[ ]

The registrant's revenues for the fiscal year ended December 31, 1996 were
$10,782,078.

The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of March 14, 1997 was $9,153,543 based on the price per share of
such stock reported at closing on the Nasdaq SmallCap Market on that date.

As of March 25, 1997 there were 2,567,894.6 shares of the issuer's common stock
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement (the "Proxy Statement") for the
Annual Meeting of Shareholders to be held on May 6, 1997, to be filed with
Securities and Exchange Commission under the Securities Exchange Act of 1934, 
as amended, which is anticipated to be filed within 120 days after the
Registrant's fiscal year ended December 31, 1996, are incorporated by reference
into Items, 9, 10, 11 and 12 of Part III.

<PAGE>



                                EXPLANATORY NOTE
                                ----------------

This Amendment No. 1 on Form 10-KSB/A to Annual Report on Form 10-K, as filed 
with the Commission on March 28, 1997, is being filed for the purpose of filing 
the Financial Data Schedule to the Annual Report on Form 10-K.




<PAGE>
                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused 
this report to be signed on its behalf by the undersigned, thereto duly 
authorized.

Stocker & Yale, Inc.
- --------------------

May 6, 1997                         /s/ Mark W. Blodgett
                                    -----------------------------
                                    Mark W. Blodgett, Chairman and
                                    Chief Executive Officer



May 6, 1997                         /s/ Susan A.H. Sundell
                                    ------------------------------
                                    Susan A.H. Sundell, 
                                    Senior Vice President-Finance 
                                    and Treasurer
          



<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<CASH>                                       1,244,418
<SECURITIES>                                         0
<RECEIVABLES>                                1,410,774
<ALLOWANCES>                                         0
<INVENTORY>                                  3,701,019
<CURRENT-ASSETS>                             6,841,357
<PP&E>                                       3,134,717
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              19,836,364
<CURRENT-LIABILITIES>                        2,278,344
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         2,568
<OTHER-SE>                                  11,956,509
<TOTAL-LIABILITY-AND-EQUITY>                19,836,364
<SALES>                                     10,782,078
<TOTAL-REVENUES>                            10,782,078
<CGS>                                        6,909,266
<TOTAL-COSTS>                                4,247,230
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             546,770
<INCOME-PRETAX>                              (921,188)
<INCOME-TAX>                                 (277,892)
<INCOME-CONTINUING>                          (643,296)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (643,296)
<EPS-PRIMARY>                                   (0.34)
<EPS-DILUTED>                                        0
        

</TABLE>


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