SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC.
FORM 12b-25
Commission File Number: 0-5460
NOTIFICATION OF LATE FILING
(Check One):[ ] Form 10-K [ ] Form 1l-K [ ] Form 20-F
[X]Form 10-QSB [ ] Form N-SAR
For Period Ended: June 30. 1998
[ ] Transition Report on Form 10-K [ ] Transition Report
on Form 10-Q
[ ] Transition Report on Form 20-K [ ] Transition Report
on Form N-SAR
[ ] Transition Report on Form l1-K
For the Transition Period Ended:_________________________
Read attached instruction sheet before preparing form.
Please print or type.
Nothing in this form shall be construed to imply
that the Commission has verified any information contained
herein.
If the notification relates to a portion of the
filing checked above, identify the Item(s) to which the
notification
relates:___________________________________________________
Part I. Registrant Information
Full name of registrant: Stocker & Yale, Inc.
Former name if applicable:
___________________________________________________________
Address of principal executive office (Street and Number):
32 Hampshire Road
City, State and Zip Code: Salem, New Hampshire 03079
Part II. Rule 12b-25 (b) and (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks
relief pursuant to Rule 12b-25(b), the following should be
completed. (Check appropriate box.)
[X] (a) The reasons described in reasonable detail in Part
III of this form could not be eliminated without
unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report,
transition report on Form 1O-K, 20-F, 11-K or
Form N-SAR, or portion thereof will be filed on or before
the 15th calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form
10-Q. or portion thereof wi11 be filed on or before the
fifth calendar day following the prescribed due date; and
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[ ] (c) The accountant's statement or other exhibit
required by Rule l2b-25(c) has been attached if
applicable.
Part III. Narrative
State below in reasonable detail the reasons why
Form l0-K, 1l-K, 20-F, 10-QSB, N-SAR or the transition
report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
The Company's Form 10-QSB could not be filed within
the prescribed time period for the following reasons:
l. In the second quarter of 1998, the Company
consummated a significant acquisition of a foreign entity.
Due primarily to difficulties in integrating the financial
reporting of such newly-acquired entity with the Company's
financial reporting system, the Company experienced
unanticipated delays in the preparation of its Form 10-QSB,
which could not be eliminated without unreasonable effort
or expense.
2. Further, on July 14, 1998, the Company
announced that it had signed a non-binding letter of intent
to sell its Stilson Division. The proposed transaction
values the assets of the Stilson Division at $3 million.
This valuation is based solely upon the Division's tangible
assets, and assigns no value to that portion of the
Company's Goodwill which is attributable to the Stilson
Division, and as a result the Company will need to revalue
its Goodwill. Due to the recent nature of this
announcement, the complexity of the valuation process and
the fact that the relevant Goodwill was originally
calculated and recorded in 1989, the Company has
experienced delays in the preparation of its Form 10-QSB
which could not be eliminated without unreasonable effort
or expense.
Part IV. Other Information
(1) Name and telephone number of person to contact
in regard to this notification
Susan A. Sundell (603) 893-8778
(Name) (Area Code) (Telephone number)
(2) Have all other periodic reports required under
Section 13 or 15(d) of thc Securities Exchange Act of 1934
or Section 30 of the Investment Company Act of 1940 during
the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed?
If the answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in
results of operations from the corresponding period for the
last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion
thereof?
[x] Yes [ ] No
If so: attach an explanation of the anticipated
change, both narratively and quantitatively, and, if
appropriate, state the reasons why a reasonable estimate of
the results cannot be made.
The Company will report significant losses for
the three month and six month periods ended June 30, 1998
as compared to small profits reported in the three month
and six month periods ended June 30, 1997. The change in
results are due primarily to: (1) expenses related to the
acquisition by the Company of a foreign entity on May 13,
1998, which included a one-time charge to earnings of
approximately $1.1 million for purchased in-process
research and development project expenses; and (2) a
revaluation of the Company's Goodwill, which was triggered
by the Company's announcement on July 14, 1998 that it had
signed a non-binding letter of intent to sell one of its
operating divisions. The amount of this valuation
adjustment has not yet been definitively determined, but
the Company anticipates that it will be significant. In
addition to these factors, the Company also recorded losses
on its other businesses.
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Stocker & Yale, Inc.__________________
(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by
the undersigned thereunto duly authorized:
Date: August l4, 1998 By: /s/Susan A. Sundell
Susan A. Sundell
Senior Vice President,
Finance and Treasurer
Instruction. The form may be signed by an
executive officer of the registrant or by any other duly
authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the
signature. If the statement is signed on behalf of the
registrant by an authorized representative (other than an
executive officer), evidence of the representative's
authority to sign on behalf of the registrant shal1 be
filed with the form.
ATTENTION
Intentional misstatements or omissions of fact
constitute Federal criminal violations (see l8 U S.C.
1001).
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