As filed with the Securities and Exchange Commission on August 5,
1998
Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
Form S-8
REGISTRATION STATEMENT
under THE SECURITIES ACT OF 1933
____________________
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)
Stocker & Yale, Inc. - 1996 Stock And Incentive Plan
(Full title of the Plan)
____________________
Mark W. Blodgett
Chairman and Chief Executive Officer
Stocker & Yale, Inc.
32 Hampshire Road
Salem, New Hampshire 03079
(603) 893-8778
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
____________________
copy to:
Stuart M. Cable, Esq.
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, MA 02109
(617) 570-1000
____________________
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered:
Common Stock, $0.001 par value
Amount to be Registered (1):
150,000
Proposed Maximum Offering Price per Share (3):
3.15625
Proposed Maximum Aggregate Offering Price(2)(3):
$473,437.50
Amount of Registration Fee:
$140
(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 1933, 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
July 29, 1998, utilizing the average of the high and low
sale prices reported on the Nasdaq SmallCap Market on that
date.
<PAGE>
This Registration Statement on Form S-8 relates to (i)
150,000 additional shares of Common Stock of Stocker & Yale,
Inc., a Massachusetts corporation, hereinafter referred to as the
"Company", which may be issued under the Plan. The Company
hereby incorporates by reference the contents of its Registration
Statement on Form S-8, File No. 333-14757, filed with the
Securities and Exchange Commission (the "Commission") on October
24, 1996, covering an aggregate of 150,000 shares of Common
Stock.
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 (the "Commission").
(a) The Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1997, filed with the Commission pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) The Company's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 1998, filed with the Commission
pursuant to the Exchange Act;
(c) The Company's Current Report on Form 8-K, filed on May
27, 1998, as amended by the Form 8-K/A filed on July 27,
1998; and
(d) 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 by the Company
with the Commission pursuant to Sections 13(a) and (c),
Section 14 and Section 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment hereto 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. Interest of Named Experts and Counsel.
Not applicable.
<PAGE>
Item 8. Exhibits.
* 5.1 Opinion of Goodwin, Procter & Hoar LLP as to the
legality of the securities being registered.
* 23.1 Consent of Arthur Anderson L.L.P., Independent
Accountants.
23.2 Consent of Goodwin, Procter & Hoar LLP (included in
Exhibit 5.1 hereto).
24.1 Power of Attorney (included in Part II of this
registration statement).
99.1 The Stocker & Yale, Inc. - 1996 Stock Option and
Incentive Plan (incorporated by reference from Exhibit
99 to the Company's Registration Statement on Form S-8
(File No. 333-14757)).
____________________
* Filed herewith.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, Stocker
& Yale, Inc. 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 as of this 3rd day of August,
1998.
STOCKER & YALE, INC.
By: /s/ Mark W. Blodgett
Mark W. Blodgett,
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned
officers and directors of Stocker & Yale, Inc., hereby severally
constitute and appoint Mark W. Blodgett and Alex W. Blodgett, and
each of them acting singly, our true and lawful attorneys, with
full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the registration
statement filed herewith and any and all amendments to said
registration statement, and generally to do all such things in
our names and in our capacities as officers and directors to
enable Stocker & Yale, Inc. to comply with the provisions of the
Securities Act and all requirements of the Commission, hereby
ratifying and confirming our signatures as they may be signed by
our said attorneys, or any of them, to said registration
statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act, this
registration statement has been signed below by the following
persons in the capacities as of the date indicated.
Signature Capacity Date
/s/ Mark W. Blodgett
Mark W. Blodgett
Chairman of the Board of Directors and Chief Executive Officer
August 5, 1998
(Principal Executive Officer)
/s/ James Bickman
James Bickman
President and Director
August 5, 1998
/s/ Alex W. Blodgett
Alex W. Blodgett
Director
August 5, 1998
/s/ Clifford L. Abbey
Director
August 5, 1998
Clifford L. Abbey
/s/ John M. Nelson
Director
August 5, 1998
/s/ Steven Karol
Steven Karol
Director
August 5, 1998
/s/ Susan A.H. Sundell
Susan A.H. Sundell
Senior Vice President-Finance and Treasurer
(Principal Financial and Accounting Director)
August 5, 1998
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
* 5.1 Opinion of Goodwin, Procter & Hoar LLP as to the
legality of the securities being registered.
* 23.1 Consent of Arthur Anderson LLP, Independent
Accountants.
23.2 Consent of Goodwin, Procter & Hoar LLP (included
in Exhibit 5.1 hereto).
24.1 Powers of Attorney (included in Part II of this
Registration Statement).
99.1 The Stocker & Yale, Inc. -- 1996 Stock Option and
Incentive Plan (incorporated by reference from
Exhibit 99 to the Company's Registration Statement
on Form S-8 (File No. 333-14757)).
______________________________
* Filed herewith.
<PAGE>
EXHIBIT 5.1
[Letterhead of Goodwin, Procter & Hoar LLP]
August 5, 1998
Stocker & Yale, Inc.
32 Hampshire Road
Salem, New Hampshire 03079
Ladies and Gentlemen:
This opinion is furnished in our capacity as counsel to
Stocker & Yale, Inc., a Massachusetts corporation (the
"Company"), in connection with the registration, pursuant to
the Securities Act of 1933 (the "Securities Act"), of 150,000
shares (the "Shares") of common stock, par value $0.001 per
share, of the Company, which may be issued pursuant to the
Stocker & Yale, Inc. 1996 Stock Option and Incentive Plan (the
"Plan").
In connection with rendering this opinion, we have
examined the Articles of Organization and the Bylaws of the
Company, each as amended to date; such records of the
corporate proceedings of the Company as we have deemed
material; a registration statement on Form S-8 under the
Securities Act relating to the Shares and the prospectus
contained therein; and such other certificates, receipts,
records and documents as we considered necessary for the
purposes of this opinion.
We are attorneys admitted to practice in The Commonwealth
of Massachusetts. We express no opinion concerning the laws
of any jurisdiction other than the laws of the United States
of America and The Commonwealth of Massachusetts.
Based upon the foregoing, we are of the opinion that,
upon issuance of the Shares in accordance with the terms of
the Plan and the receipt of full consideration therefor, the
Shares will be duly authorized, legally issued, fully paid and
nonassessable by the Company under the Massachusetts Business
Corporation Law.
The foregoing assumes that all requisite steps will be
taken to comply with the requirements of the Securities Act
and applicable requirements of state laws regulating the offer
and sale of securities.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to
our firm under the caption "Legal Matters" in the Prospectus.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
GOODWIN, PROCTER & HOAR LLP
<PAGE>
Exhibit 23.1
Consent of Independent Accountants
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our
reports dated March 6, 1998 (except for the matters discussed in
Notes 6 and 11, for which the date is March 27, 1998) included
in Stocker & Yale, Inc.'s Form 10-KSB for the year ended
December 31, 1997 and to all references to our Firm included in
this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
August 5, 1998
