<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 18, 1999
STOCKER & YALE, INC.
(Exact name of Registrant as specified in its charter)
MASSACHUSETTS 0-5460 04-2114473
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation Number Identification No.)
32 HAMPSHIRE ROAD, SALEM, NEW HAMPSHIRE 03079
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
(603) 893-8778
<PAGE>
Item 2. OTHER EVENTS.
On March 18, 1999, Stocker & Yale, Inc. issued a press release
announcing its earnings for the fourth quarter of 1998 and the year ended
December 31, 1998. The press release attached as Exhibit 99.1 is incorporated
by reference herein.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. Not Applicable.
(b) PRO FORMA FINANCIAL INFORMATION. Not Applicable.
(c) EXHIBITS
99.1 Press Release of Stocker & Yale, Inc. dated March 18, 1999.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
STOCKER & YALE, INC.
(Registrant)
Date: March 29, 1999 By: /s/ Mark W. Blodgett
-----------------------
Mark W. Blodgett
Chief Executive Officer
3
<PAGE>
EXHIBIT INDEX
99.1 Press Release of Stocker & Yale, Inc., dated March 18, 1999.
4
<PAGE>
Exhibit 99.1
Stocker & Yale, Inc. -- Press Release
32 Hampshire Road, Salem, New Hampshire 03079
For additional information contact: Mark W. Blodgett or Gary B. Godin at
(603) 893-8778
STOCKER & YALE ANNOUNCES FOURTH QUARTER PROFIT
Salem, New Hampshire -- March 18, 1999, Stocker & Yale today announced that
it recorded a net profit of $56,388 or $0.02 share on revenues of $3,526,883
for the three month period ended December 31, 1998 as compared to a net loss
of $251,299 or ($0.10) per share on revenues of $2,934,501 for the same
quarter of 1997. Revenue for the quarter ended December 31, 1998 increased by
20.2% or $592,382 over the comparable quarter in 1997 mostly due to the
acquisition of Lasiris in May, 1998. For the year ended December 31, 1998 the
Company recorded a net loss of $10,005,896 or ($3.25) per share on revenues
of $12,585,322 as compared to a net loss of $726,860 or ($0.28) per share on
net revenues of $11,162,026 in 1997. Revenue for the fiscal year 1998
increased 12.8% or $1,423,296 over the previous fiscal year. The significant
loss is due primarily to a write-down of the Company's 1989 Goodwill and a
one-time charge of $1,087,914 relating to in-process research and development
acquired with the Company's purchase of Lasiris.
"Although our year has been negatively impacted by the $8.4 million in
non-cash charges recorded in the second quarter, we are encouraged by the
fourth quarter's positive results. I believe that the fourth quarter will
mark our turning point in establishing a positive trend as we benefit from our
lighting sales momentum and cost reduction," said Mark W. Blodgett, Stocker
& Yale's Chairman and Chief Executive Officer.
Stocker & Yale, Inc. is a diversified manufacturer of inspection lighting
products, including fiber optic, fluorescent and laser, measurement equipment
and machine tool accessories. The Company's Common Stock is traded on the
Nasdaq SmallCap Market under the trading symbol STKR.
This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 relating to, among things, the Company's future
operating results and sales trends. Reliance should not be placed on forward
looking statements because they involve known and unknown risks,
uncertainties and other factors which are in some cases beyond the control of
Stocker & Yale and may cause the actual results performance or achievements
of the Company to differ materially from anticipated future results,
performance or achievements expressed or implied by such forward looking
statements.
5
<PAGE>
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED TWELVE MONTHS ENDED
-------------------------------------------------------------
December 31, December 31,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Net Sales $ 3,526,883 $ 2,934,501 $ 12,585,322 $ 11,162,026
Cost of Goods Sold 1,649,075 1,759,406 7,440,743 6,898,970
-------------------------------------------------------------
Gross Profit 1,877,808 1,175,095 5,144,579 4,263,056
Operating Costs 1,854,452 1,430,274 6,178,734 4,906,579
Write-down of Goodwill 48,000 0 7,413,662 0
Acquired In-Process R&D 0 0 1,087,914 0
-------------------------------------------------------------
Operating Profit (Loss) (24,644) (255,179) (9,535,731) (643,523)
Interest Expenses 173,225 176,120 601,031 388,337
-------------------------------------------------------------
Pretax Loss (197,869) (371,299) (10,136,762) (1,031,860)
Tax Benefit (254,257) (120,000) (130,866) (305,000)
-------------------------------------------------------------
Net Income (Loss) $ 56,388 $ (251,299) $(10,005,896) $ (726,860)
Earnings (Loss) per Share $ 0.02 $ (0.10) $ (3.25) $ (0.28)
Weighted Average Shares 3,371,191 2,567,894 3,078,674 2,567,894
</TABLE>
CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, 1998 December 31, 1997
<S> <C> <C>
Current Assets $ 9,189,716 $ 7,587,925
Total Assets $ 18,980,787 $ 20,990,751
Current Liabilities $ 5,087,157 $ 2,933,709
Total Liabilities $ 14,293,787 $ 9,758,534
Stockholders Equity $ 4,687,000 $ 11,232,217
</TABLE>
6
