SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB/A
(X) Annual Report Pursuant to Section 13 or 15 (d) of the Securities Act
of 1934
(Amendment No.1)
For the fiscal year ended December 31, 1997
or
( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities
Act of 1934
For the transition period from _________ to _________
Commission File Number 0-5460
Stocker & Yale, Inc.
State of Massachusetts - I.R.S. Employer Identification No.: 04-2114473
32 Hampshire Road
Salem, NH 03079
(603) 893-8778
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock (par value of $0.001 per share)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes(x) No( )
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K ( )
The aggregate market value of shares of Common Stock held by non-affiliates
of the Registrant as of August 28, 1998 was approximately $2,272,881. For
purposes of this computation, all executive officers, directors and 5% owners
of the Registrant have been deemed to be affiliates.
As of August 28, 1998, there were 3,364,340 shares of the Registrant's
Common Stock, $.001 par value, outstanding.
Part III. Items 9, 10, 11 and 12 of this report on Form 10-K is hereby
amended and restated in full by adding those items as follows:
PART III
Item 9. Directors and Executive Officers of the Registrant
Name Age Position
- ---- --- --------
Mark W. Blodgett 41 Chairman of the Board and Chief Executive Officer
James Bickman 81 President and Director
Alex W. Blodgett 39 Director
Clifford L. Abbey 52 Director
John M. Nelson 66 Director
Steven E. Karol 43 Director
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.
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 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 is President of Watersave Logic Corporation, a
manufacturing company. He was elected Director in June 1994 and also served
as President of the Company's Stilson Division from February 1994 through
May 1997. 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 San Francisco 415 Corporation, 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 TJX Companies, Inc., a retailer of
off-price fashion goods. From 1991 to 1997, Mr. Nelson was Chairman of
Wyman-Gordon, Inc., a manufacturer of forgings, investment castings and
composite structures for the commercial transportation, commercial power
and defense industries, and from 1991 through 1994, he also served as
Wyman-Gordon Company's Chief Executive Officer. 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 a Director of Browne & Sharpe Manufacturing Company, Eaton
Vance, Aquila Biopharmaceuticals, Inc., and Commerce Holdings, Inc.
Mr. Nelson has been a Director of the Company since February 1995.
Steven E. Karol is President and CEO of HMK Enterprises, Inc., a
diversified manufacturing group which includes a steel mini-mill/integrated
mill. Mr. Karol received his B.S. at Tufts University, and he is a graduate
of the President's Program on Leadership (PPL) at the Harvard University
Graduate School of Business Administration.
<PAGE>
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 that an initial
Form 3 was inadvertently not filed timely for Steven E. Karol and for
George A. Fryburg, and that Clifford L. Abbey failed to timely file a report
regarding the purchase of Common Stock by a member of his family; each such
report was subsequently filed.
Item 10. Executive Compensation
Summary Compensation Table
The following table shows for the fiscal years ended December 31, 1995, 1996,
and 1997 compensation paid by the Company to the Named Executives.
Annual Compensation Long-Term Compensation
------------------- ----------------------
Other All
Annual Restricted Securities Other
Name and Compen- Stock Underlying Compen-
Principal Year Salary (1) Bonus sation Awards Options sation
Position
Mark W. Blodgett 1997 $297,862 -- -- -- 20,000 --
Chairman and Chief 1996 $227,611 -- -- -- 20,000 --
Executive Officer 1995 $255,954 -- -- -- -- --
Susan A. Hojer
Sundell
Senior Vice 1997 $110,296 -- -- -- 10,000 --
President - 1996 $100,303 -- -- -- 6,000 --
Finance and 1995 $96,684 -- -- -- 7,000 --
Treasurer
Kenneth A.
Ribeiro
Vice President 1997 $109,972 -- -- -- 7,000 --
Engineering, 1996 $ 56,853 -- -- -- 6,000 --
Salem 1995 $ -- -- -- -- -- --
William J.
Michaud
Vice President
Sales 1997 $130,315 -- -- -- 5,000 --
and Marketing, 1996 $ 47,146 -- -- -- 7,000 --
Salem
(1) Salary includes amounts, if any, deferred pursuant to the Company's
401(k) Plan.
(2) Kenneth A. Ribeiro became an employee of the Company on June 10, 1996.
(3) William J. Michaud was employed by the Company from August 15, 1995
through December 12, 1997.
<PAGE>
Option Grants in Last Fiscal Year
The table below sets forth grants of options to purchase shares of Common
Stock pursuant to the 1996 Stock Option Plan made during the last completed
fiscal year to the named executive officers:
Number of Securities Percent of Total Options Exercise Expiration
Name Underlying Options Granted to Employees Price Date
Mark W. 20,000 (non-qualified) 27.2 % $5.38 4/1/2007
Blodgett
Susan A. Sundell 10,000 13.6 % $5.38 4/1/2007
William J. Michaud* 10,000 13.6 % $5.38 4/1/2007
Kenneth A. Ribeiro 7,000 9.5 % $5.38 4/1/2007
*William J. Michaud terminated employment with the Company on December 12,
1997. On January 27 and February 3, 1998, Mr. Michaud exercised previously
granted options to purchase 2,300 shares of Common Stock at a price of $4.40
per share. All other options granted to Mr. Michaud, including 10,000 granted
in 1997, were forfeited by Mr. Michaud.
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 Stock Option Plan, in
the event of a change of control, as defined in the 1996 Stock Option Plan,
the Board of Directors, in its discretion, may provide for substitution or
adjustments of outstanding options granted under the 1996 Stock Option Plan,
or may terminate all unexercised options granted under the 1996 Stock Option
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.
Item 11. Security Ownership of Certain Beneficial Owners and Management
Name and Address (1) Number of Shares of Common Stock Percentage
Mark W. Blodgett 730,924.1 (2) 27.6%
Hoover Capital Management, Inc. 756,469.8 (3) 28.2%
50 Congress Street
Boston, MA 02109
Chilton Investment Partners LP 257,520.0 (4) 10.0%
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
Blodgett 1989 Family Trust 141,607.2 (9) 5.5%
Daniel L. Mosely, Trustee
c/o Cravath, Swaine & Moore
825 Eighth Avenue
New York, NY 10017
James Bickman 53,882.2 (5) 2.1%
Clifford L. Abbey 10,000.0 (6) *
Alex W. Blodgett 57,200.0 (7) 2.2%
Steven E. Karol --- --
John M. Nelson 14,000.0 (6) *
Susan A. Hojer Sundell 20,330.0 (8) *
Kenneth A. Ribeiro 1,560.0 *
Directors and Named Executive
Officers as a Group (8 persons) 886,996.3 32.7 %
* Less than one percent.
1) Unless otherwise stated, the address for the named party is c/o Stocker &
Yale, Inc., 32 Hampshire Road Salem, NH 03079
2) 635,230.8 shares owned directly and 19,600 shares owned indirectly
through the Helen W. Blodgett Trust, of which Mark W. Blodgett is a Trustee.
Total also includes 62,534 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, 1998, and 13,559.3 shares which may be
acquired by the Helen W. Blodgett Trust within 60 days of March 25, 1998
pursuant to 7.25% Convertible Subordinated Notes due May 1, 2001. Total
excludes 141,607.2 shares owned by the Blodgett 1989 Family Trust, of which
Mark W. Blodgett is the Settlor. Mr. Blodgett disclaims beneficial
ownership of the shares held by the Blodgett 1989 Family Trust and the
Helen W. Blodgett Trust.
<PAGE>
3) As reported in a Schedule 13G filed on February 28, 1998 with the
Securities and Exchange Commission by Hoover Capital Management, Inc.
Includes 607,095 shares beneficially owned by various clients of Hoover
Capital Management, Inc. ("HCM"), for which HCM exercises sole dispositive
and sole voting power. Also includes 94,915.1 shares which may be acquired
by such clients of HCM within 60 days of March 25, 1998 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 33,159.3 shares, consisting of 19,600 shares owned directly and 13,559.3
shares which may be acquired by The Helen W. Blodgett Trust within
60 days of March 25, 1998 pursuant to 7.25% Convertible Subordinated Notes
due May 1, 2001. Steven R. Hoover, Chairman and CEO of HCM, directly
holds 21,300 shares.
4) As reported in a Schedule 13D filed on January 10, 1997 and amended
on July 29, 1997 with the Securities and Exchange Commission by Chilton
Investment Co., Inc.
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, 1998.
6) 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, 1998.
7) Includes 21,000 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, 1998.
8) Includes 19,000 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, 1998.
9) As reported in a Schedule 13G filed on March 17, 1998 with the Securities
& Exchange Commission by the Blodgett Family Trust.
Named Executive Officers and Significant Employees
The names and ages of all current Named Executive Officers of the Company
and the principal occupation and business experience during the last five
years are as set forth below.
Name Age Position
Mark W. Blodgett (1) 41 Chief Executive Officer
James Bickman (1) 81 President
Susan A. Hojer Sundell 48 Senior Vice President, Finance and
Treasurer
Kenneth A. Ribeiro 51 Vice President of Engineering of
Salem Division
(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.
Kenneth A. Ribeiro is Vice President-Engineering for the Salem Division,
responsible for both product development and existing product line support.
Mr. Ribeiro has 18 years of design experience in the areas of electronics,
optics, acoustics, thermodynamics and pneumatics, with in-depth experience in
both hardware and software. Prior to joining the Company in June of 1996,
Mr. Ribeiro was employed by American Optical Corporation, Merrimack
Laboratories, Inc., Ion Track Instruments, Inc., and Kaye Instruments, Inc.
George A. Fryburg, age 46, is Senior Vice President and General Manager of
the Salem Division, responsible for plant operations including manufacturing,
procurement, fulfillment, and distribution. Mr. Fryburg has twenty years of
manufacturing experience. He previously held plant manager and operations
manager positions with Norton Company (1986-1997) and engineering and
manufacturing management positions with GTE Sylvania (1977-1986). Mr.
Fryburg joined the Company in May of 1997.
<PAGE>
Item 12. 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, a Director of
the Company.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on behalf by the undersigned, thereunto duly authorized.
STOCKER & YALE, INC.
Date: August 28, 1998 By: /s/ Mark W. Blodgett
--------------------
Mark W. Blodgett
Chairman and Chief
Executive Officer
