SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
Information to be included in statements
filed pursuant to rule 13d-1(a) and amendments
thereto filed pursuant to rule 13d-2(a).
(Amendment No. 1)
STOCKER & YALE, INC.
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(Name of issuer)
Common Stock, $0.001 par value
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(Title of class of securities)
86126 T 104
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(Cusip number)
Mark W. Blodgett
Chairman and Chief Executive Officer
Stocker & Yale, Inc.
32 Hampshire Road
Salem, NH 03079
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(Name, address and telephone number of persons authorized to
receive notices and communications)
January 31, 1998
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e),13d-1(f) or 13d-1(g), check the following
box ( ).
(Continued on the following pages)
(Page 1 of 5 Pages)
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CUSIP NO. 86126 T 104 PAGE 2 OF 5 PAGES
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Mark W. Blodgett
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) ( )
(B) ( X )
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PRECEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) or 2 (e)
( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
697,964.80
8 SHARED VOTING POWER
33,159.30
9 SOLE DISPOSITIVE POWER
697,964.80
10 SHARED DISPOSITIVE POWER
33,159.30
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
697,964.80
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (X)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
26.5%
14 TYPE OF REPORTING PERSON
IN
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CUSIP 86126 T 104 PAGE 3 OF 5
Item 1. Security and Issuer.
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The securities to which this statement relates are the shares of the
common stock, par value $0.001 per share (the "Common Stock") of Stocker
& Yale, Inc., a Massachusetts corporation ( the "Company"). The principal
executive offices of the Company are located at 32 Hampshire Road, Salem, NH
03079
Item 2. Identity and Background.
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a) Name: Mark W. Blodgett ("Mr. Blodgett")
b) Business Address:
32 Hampshire Road
Salem, NH 03079
c) Principal Occupation; Name and Address of Principal Business:
Chairman and Chief Executive Officer; Stocker & Yale, Inc.
32 Hampshire Road Salem, NH 03079
d) and e) During the last five years, Mr. Blodgett has neither been
convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) nor been a party to any
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding
was or is subject to a judgement, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violations with respect to such laws.
f) Citizenship: United States of America
Item 3. Source and Amount of Funds or other Consideration.
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On January 31, 1998, Mr. Blodgett acquired beneficial ownership of
20,000 shares of Common Stock as a result of the issuance to
Mr. Blodgett of stock options exercisable for such number of shares
as of April 1, 1998. The aggregate consideration for such shares,
if such options are exercised, would be $120,000 exclusive of
brokerage commissions.
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CUSIP 86126 T 104 PAGE 4 OF 5
Item 4. Purpose of Transaction.
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As described in Item 3, Mr. Blodgett acquired beneficial ownership
of 20,000 shares of Common Stock on January 31, 1998 as a result of the
issuance of stock options exercisable as of April 1, 1998. Mr. Blodgett holds
such options for investment purposes.
From time to time, Mr. Blodgett has purchased shares of Common Stock
in public market purchases and in the Company's equity offerings. Mr. Blodgett
may, from time to time, acquire additional securities of the Company.
Item 5. Interest in Securities of Issuer.
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(a) Mr. Blodgett directly beneficially owns 697,964.80 shares of
Common Stock, representing 26.5% of the issued and outstanding Common Stock as
of the date hereof. This amount does not include 19,600 shares of Common
Stock and a 7.25% Convertible Subordinated Note due May 1, 2001, which is
convertible into 13,559.30 shares of Common Stock, both of which are owned by
the Helen W. Blodgett Trust, of which Mr. Blodgett is a Trustee.
Mr. Blodgett disclaims beneficial ownership of all shares owned by the
Helen W. Blodgett Trust.
(b) Mr. Blodgett has sole power to vote and dispose of 697,964.80
shares of Common Stock; Mr. Blodgett has shared power to vote and dispose of
33,159.3 shares of common stock beneficially owned by the Helen W. Blodgett
Trust. Mr. Blodgett is a trustee of the Helen W. Blodgett Trust. Daniel L.
Mosley ("Mr. Mosley") is the other trustee of the Helen W. Blodgett Trust.
The identity and background of Mr. Mosley is as follows:
Identity & Background (for trustee of Helen Blodgett Trust.)
- ------------------------------------------------------------
a) Name: Daniel L. Mosley
b) Business Address:
Cravath, Swain & Moore
825 8th Avenue
New York, NY 10019
c) Principal Occupation: Name and Address of Principal Business:
Attorney; Cravath, Swaine & Moore
825 8th Avenue New York, NY 10019
d) and e) During the last five years, Mr. Mosley has neither been
convicted in any criminal proceeding (excluding traffic violations
or similar misdemeanors) nor has been party to any civil proceeding
of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgement,
decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to federal or state securities laws
or finding any violations with respect to such laws.
f) Citizenship: United States of America
(c) Mr. Blodgett has purchased shares of the Common Stock of the
Company in public market purchases during the past 60 days. The following
table details such purchases:
DATE # OF SHARES SHARE PRICE COST
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12/12/97 100.00 5.875 587.50
12/12/97 200.00 6.000 1,200.00
12/12/97 100.00 5.500 550.00
12/12/97 200.00 5.500 1,100.00
12/12/97 100.00 4.875 487.50
12/17/97 200.00 5.938 1,187.60
12/19/97 200.00 5.938 1,187.60
12/24/97 100.00 5.968 596.80
12/29/97 200.00 5.968 1,193.60
12/31/97 100.00 5.938 593.80
12/31/97 200.00 5.938 1,187.60
12/31/97 100.00 6.000 600.00
02/03/98 200.00 4.750 950.00
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TOTAL 2,000.00 11,422.00
(d) Not applicable
(e) Not applicable
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect
to Securities of the Issuer.
Mr. Blodgett is not a party to any contract, arrangement, understanding
or relationship with any person with respect to any securities of the Company,
including, but not limited to, any contract, arrangement, understanding or
relationship concerning the transfer or the voting of any securities of the
Company, joint ventures, loan or option arrangements, puts or calls, guaranties
of profits, division of profits or loss, or the giving or withholding of
proxies.
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CUSIP NO. 86126 T 104 PAGE 5 OF 5
Item 7. Material to be Filed as Exhibits.
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None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: 3/11/98 By: /s/ Mark W. Blodgett
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