<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 21, 2000
REGISTRATION STATEMENT NO. 333-
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
STOCKERYALE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MASSACHUSETTS 04-2114473
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
--------------------
32 HAMPSHIRE ROAD
SALEM, NEW HAMPSHIRE 03079
(603) 893-8778
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
--------------------
MARK W. BLODGETT
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
StockerYale, Inc.
32 Hampshire Road
Salem, New Hampshire 03079
(603) 893-8778
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE OF AGENT FOR SERVICE)
--------------------
COPIES OF ALL COMMUNICATIONS SHOULD BE SENT TO:
STUART M. CABLE, P.C.
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
--------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO
THE PUBLIC: From time to time after the effective date of this
Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================================
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to Offering Price Aggregate Amount of
Securities to Be Be Registered Per Share(1) Offering Price(1) Registration Fee
Registered
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value...... 559,132 Shares $ 22.8125 $ 12,755,198.75 $ 3,367.37
==============================================================================================================================
</TABLE>
(1) Based upon the average of the high and low sale prices reported on the
Nasdaq National Market on November 20, 2000 and estimated solely for
purposes of calculating the registration fee in accordance with Rule
457(c) under the Securities Act of 1933.
-------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL
THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE
IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.
--------------------------------------------------------------------------------
<PAGE>
PROSPECTUS
559,132 Shares
STOCKERYALE, INC.
Common Stock
(par value $.001 per share)
The selling stockholders identified in this prospectus, and any of
their pledgees, donees, transferees or other successors in interest, may
offer to sell up to an aggregate of 559,132 shares of common stock of
StockerYale, Inc. We are filing the registration statement of which this
prospectus is a part at this time primarily to fulfill a contractual
obligation to do so, which we undertook at the time of the original issuance
of these shares of common stock. We will not receive any of the proceeds from
the sale of the common stock by the selling stockholders, but in fulfillment
of our contractual obligations, we are bearing the expenses of registration.
Our common stock is listed on the Nasdaq National Market under the
symbol "STKR." On November 20, 2000, the closing price for our common stock
was $22.75.
SEE "RISK FACTORS" BEGINNING ON PAGE 2 FOR A DISCUSSION OF CERTAIN
FACTORS WHICH YOU SHOULD CONSIDER BEFORE YOU INVEST IN OUR COMMON STOCK.
--------------------------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. IT IS ILLEGAL FOR ANY
PERSON TO TELL YOU OTHERWISE.
--------------------------------------------
THE DATE OF THIS PROSPECTUS IS , 2000
<PAGE>
PROSPECTUS SUMMARY
THIS SUMMARY ONLY HIGHLIGHTS THE MORE DETAILED INFORMATION APPEARING
ELSEWHERE IN THIS PROSPECTUS OR INCORPORATED HEREIN BY REFERENCE. AS THIS IS
A SUMMARY, IT MAY NOT CONTAIN ALL INFORMATION THAT IS IMPORTANT TO YOU. YOU
SHOULD READ THIS ENTIRE PROSPECTUS CAREFULLY BEFORE DECIDING WHETHER TO
INVEST IN OUR COMMON STOCK.
UNLESS THE CONTEXT OTHERWISE REQUIRES, ALL REFERENCES TO "WE," "US"
OR "OUR COMPANY" IN THIS PROSPECTUS REFER COLLECTIVELY TO STOCKERYALE, INC.,
A MASSACHUSETTS CORPORATION, AND ITS SUBSIDIARIES, AND THEIR RESPECTIVE
PREDECESSOR ENTITIES FOR THE APPLICABLE PERIODS, CONSIDERED AS A SINGLE
ENTERPRISE.
--------------------
ABOUT STOCKERYALE, INC.
StockerYale, Inc. is a diversified manufacturing company engaged
primarily in the research, development and production of specialty optical
fiber, optical components for the optical communication industry and
illumination products for industrial inspection and machine vision
applications. In addition, we manufacture machine tool components and
accessories for the automotive and related industries. We operate in a
company-owned facility in Salem, New Hampshire and in four leased spaces, one
in Roseville, Michigan, one in Singapore, one in Saint-Laurent, Quebec and
the fourth in Cork, Ireland. StockerYale, Inc. is a Massachusetts
corporation. Our principal executive office is located at 32 Hampshire Road,
Salem, New Hampshire 03079; telephone number (603) 893-8778. Our common stock
is listed on the Nasdaq National Market under the symbol "STKR."
THE OFFERING
This prospectus relates to up to 559,132 shares of our common stock
that may be offered for sale by the selling stockholders. We originally
issued these shares of Common Stock in private placements on October 5, 2000
and on October 23, 2000. In the October 2000 private placements, we granted
registration rights to the selling stockholders. We are registering the
common stock covered by this prospectus in order to fulfill our contractual
obligations with regards to these registration rights. Registration of the
common stock does not necessarily mean that all or any portion of such stock
will be offered for sale by the selling stockholders.
We have agreed to bear the expenses of the registration of the common
stock under Federal and state securities laws, but we will not receive any
proceeds from the sale of any common stock offered under this prospectus.
PLAN OF DISTRIBUTION
The selling stockholders may sell the securities through agents or
dealers, directly to one or more individuals, institutional or other
purchasers or through any combination of these methods of sale. The
distribution of the securities may be effected in one or more transactions at
market prices then prevailing at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices. See "Plan of Distribution."
<PAGE>
RISK FACTORS
BEFORE YOU PURCHASE SHARES OF OUR COMMON STOCK FROM THE SELLING
STOCKHOLDERS YOU SHOULD BE AWARE THAT THERE ARE VARIOUS RISKS IN MAKING SUCH
AN INVESTMENT, INCLUDING THOSE DESCRIBED BELOW. YOU SHOULD CONSIDER CAREFULLY
THESE RISK FACTORS TOGETHER WITH ALL OF THE INFORMATION INCLUDED IN THIS
PROSPECTUS BEFORE YOU DECIDE TO PURCHASE SHARES OF OUR COMMON STOCK. THIS
SECTION INCLUDES OR REFERS TO CERTAIN FORWARD-LOOKING STATEMENTS. YOU SHOULD
REFER TO THE EXPLANATION OF THE QUALIFICATIONS AND LIMITATIONS ON SUCH
FORWARD-LOOKING STATEMENTS DISCUSSED ON PAGE 7.
OUR STOCK PRICE HAS BEEN VOLATILE; WE MAY BE SUBJECT TO LITIGATION DUE TO THE
VOLATILITY OF OUR STOCK PRICE
Our common stock has experienced significant price and volume
fluctuations recently. After adjusting for our two-for-one stock split, our
stock price reached a low of approximately $0.39 per share on December 30,
1999, but rose sharply in early 2000 and reached a high of $37.1875 on July
18, 2000. On November 20, 2000, our stock price closed at $22.75 per share.
These fluctuations often have no direct relationship to our operating
performance and there is no assurance that our common stock will continue to
trade at the current price level.
Moreover, the stock market has, from time to time, experienced
extreme price and volume fluctuations. Many factors may cause the market
price for our common stock to decline, perhaps substantially, following this
offering, including:
- failure to meet our product development and sales milestones;
- demand for our common stock;
- revenues and operating results failing to meet the expectations of
securities analysts or investors in any quarter;
- technological innovations by competitors or in competing technologies;
- new product announcements by us or by our competitors;
- disclosure of unsuccessful results in our efforts to expand our ability
to manufacture, market, sell and distribute our products or in our
ability to enhance our existing products, or develop new products;
- investor perception of our industry or our prospects; or
- general technology or economic trends or market conditions.
In the past, some companies that have experienced volatility in the
market price of their stock have been the subject of securities class action
litigation. We may be involved in securities class action litigation in the
future. Such litigation often results in substantial costs and a diversion of
management's attention and resources and could harm our business, prospects,
results of operations, or financial condition.
WE MAY NOT ACCOMPLISH OUR NEW BUSINESS STRATEGY; OUR ILLUMINATION AND
PHOTONICS PRODUCTS MAY NOT GAIN SUFFICIENT MARKET ACCEPTANCE TO RESULT IN THE
NUMBER OF ORDERS FOR OUR COMPANY TO ACHIEVE PROFITABILITY
Our business strategy is to shift away from our historical lines of
businesses and direct our resources to develop, manufacture and market our
specialty optical fiber, optical component and illumination products for use
in industrial inspection applications and in the telecommunications industry.
Our specialty optical fiber,
2
<PAGE>
optical component and illumination products may not achieve market acceptance
by commercial and industrial purchasers. Without market acceptance, we may
not receive a sufficient number of orders for our specialty optical fiber,
optical component and illumination products to achieve profitability. In
addition, even if our specialty optical fiber, optical component and
illumination products achieve market acceptance, should these products not
prove to be cost-effective and reliable, or offer advantages over comparable
products sold by our competitors, they may lose that acceptance.
WE MAY FACE DELAYS, DIFFICULTIES OR UNANTICIPATED COSTS IN EXPANDING OUR
SALES AND DISTRIBUTION CAPABILITIES NECESSARY TO GAIN MARKET ACCEPTANCE FOR
OUR PRODUCTS
We are working to expand our sales, distribution and marketing
capabilities for our specialty optical fiber, optical component and
illumination products in the United States and abroad. To market our products
directly, we must develop an effective marketing and sales force with
technical expertise and a supporting distribution capability. We may choose
or find it necessary to enter into strategic partnerships on uncertain but
potentially unfavorable terms to sell, market and distribute our products.
WE HAVE MANY COMPETITORS IN OUR FIELD AND OUR TECHNOLOGIES MAY NOT REMAIN
COMPETITIVE
We are participants in a rapidly evolving field in which
technological developments are expected to continue at a rapid pace. We have
many competitors in the United States and abroad, including various fiber
optic component manufacturers, universities and other private and public
research institutions. Our success depends upon our ability to develop and
maintain a competitive position in the product categories and technologies on
which we focus. Many of our competitors have greater capabilities, experience
and financial resources than we do. Competition is intense and is expected to
increase as new products enter the market and new technologies become
available.
Our competitors may:
- develop technologies and products that are more effective than
ours;
- develop technologies that render ours obsolete or otherwise
noncompetitive; or
- obtain patent protection or other intellectual property rights
that would block our ability to develop competitive products.
Certain of our product lines, especially our specialty optical fiber
and optical component products, compete in a market characterized by on-going
technological development. The success of these products depends, in part, on
our ability to adapt our products to technological changes in the industry.
The introduction of new products incorporating new technologies or the
emergence of new industry standards could make it more difficult for our
existing products to compete in terms of pricing or functionality. Our future
results will depend on our ability to successfully develop and introduce a
variety of new products and product enhancements. Additionally, the entry of
new competitors into the markets for our products could cause downward
pressure on the prices of such products and a material adverse effect on our
business, financial condition and results of operations.
IF WE FAIL TO MAINTAIN ACCEPTABLE MANUFACTURING YIELDS, WE MAY NEED TO DELAY
PRODUCT SHIPMENTS AND OUR GROSS MARGINS COULD BE IMPAIRED
The manufacture of our products involves highly complex and labor
intensive processes. If production facilities or personnel are not adequate for
these demands, our manufacturing yields, which is the percentage of our products
that meet customer specifications, could decline, resulting in product shipment
delays, possible lost revenue opportunities, and impaired gross margins. In
response to changes in product specifications and
3
<PAGE>
customer needs, our manufacturing process may experience changes that could
significantly reduce manufacturing yields. Our production yields could also
be lower if we receive or inadvertently use defective materials from our
suppliers. We cannot be sure that our manufacturing facilities will achieve
or maintain acceptable yields in the future.
OUR HISTORY OF LOSSES AND THE UNCERTAINTY OF OUR FUTURE PROFITABILITY MAKES
OUR COMMON STOCK A HIGHLY SPECULATIVE INVESTMENT
We have experienced operating losses during each of the years ending
December 31, 1997, 1998 and 1999 and the nine month period ending September
30, 2000, and we may continue to incur losses. We cannot predict the size or
duration of any future losses. Even if we do achieve profitability, we may be
unable to sustain or increase our profitability in the future.
WE DEPEND ON A LIMITED NUMBER OF SUPPLIERS, AND WE MAY NOT BE ABLE TO SHIP
PRODUCTS ON TIME IF WE ARE UNABLE TO OBTAIN AN ADEQUATE SUPPLY OF RAW
MATERIALS AND EQUIPMENT ON A TIMELY BASIS
We depend on a limited number of suppliers of raw materials and
equipment used to manufacture our products. We typically do not have
long-term agreements with our suppliers and, therefore, our suppliers
generally may stop supplying materials and equipment to us at any time. The
reliance on a sole or limited number of suppliers could result in delivery
problems and reduced control over product pricing and quality.
OUR CUSTOMERS ARE NOT OBLIGATED TO BUY MATERIAL AMOUNTS OF OUR PRODUCTS AND
MAY CANCEL OR DEFER PURCHASES ON SHORT NOTICE
Our customers typically purchase our products under individual
purchase orders and may cancel or defer purchases on short notice without
significant penalty. Accordingly, sales in a particular period are difficult
to predict. Decreases in purchases, cancellations of purchase orders or
deferrals of purchases may have a material adverse effect on us, particularly
if we do not anticipate them.
OUR BUSINESS RELIES SIGNIFICANTLY ON INTELLECTUAL PROPERTIES AND THERE IS NO
ASSURANCE THAT NECESSARY INTELLECTUAL PROPERTIES WILL BE AVAILABLE TO US
Our success depends in part on our ability, or, for technologies we
license from others, our licensor's ability, to obtain and maintain patent
protection for technologies that we use. Industrial patents involve complex
legal, scientific and factual questions and are highly uncertain. We cannot
predict whether the patents we seek will be issued, and if issued are not
later challenged or limited in scope, or will afford effective protection
against competitors with similar technology. Patents do not offer unlimited
protection. A successful challenge to the validity of any one of our patents
could result in a third party's ability to use the technology covered by the
patent. We also face the risk that others will infringe, avoid or circumvent
our patents.
While we have obtained some patents with respect to certain of our
products, there can be no assurance that others will not independently
develop similar or superior products or technologies, duplicate any of our
designs, processes or other intellectual property or design around any
processes or designs on which we have or may obtain patents. In addition, it
is possible that third parties may have or acquire licenses for other
technology or designs that we may use or desire to use. As a result, we may
need to acquire licenses to use such technology or designs of third parties.
There can be no assurance that any such license would be made available to us
on acceptable terms, if at all.
We also rely on trade secrets and proprietary information. We seek to
protect our proprietary technology in part by confidentiality agreements and,
if applicable, inventor's rights agreements with our collaborators, advisors,
employees and consultants. If these agreements are breached, our competitors
may discover our trade secrets.
4
<PAGE>
THERE ARE UNCERTAINTIES ASSOCIATED WITH OUR ACQUISITION STRATEGY
We intend, from time to time, to evaluate and consider potential
acquisitions of businesses or assets to complement or expand our product
lines or business. No assurance can be given that suitable acquisition
candidates can be acquired on acceptable terms or that future acquisitions,
if completed, will be successful. Future acquisitions by us could result in
the incurrence of debt, the potentially dilutive issuance of equity
securities and the incurrence of contingent liabilities and amortization
expenses related to goodwill and other intangible assets, which could
materially adversely affect our business, operating results, financial
condition and future prospects. The success of any completed acquisition will
depend on our ability to integrate effectively the acquired business or
assets into our business and operations. The process of integrating any
acquired business or assets may involve numerous risks, including
difficulties in the assimilation of operations and products, the diversion of
management's attention from other business concerns, risks of entering
markets in which we have limited or no direct prior experience and the
potential loss of key employees of the acquired businesses.
A SMALL NUMBER OF AFFILIATED STOCKHOLDERS CONTROL A SIGNIFICANT PORTION OF
OUR STOCK
As of the date hereof, our executive officers and directors
collectively owned or controlled more than a majority of our common stock.
Accordingly, these persons will have the ability to control our Board of
Directors and, therefore, the business, policies, executive compensation, and
affairs of our Company. Furthermore, such control could preclude any
unsolicited acquisition of our Company and, consequently, adversely affect
the market price of our common stock.
WE FACE RISKS ASSOCIATED WITH OUR INTERNATIONAL OPERATIONS
We distribute and sell certain of our products internationally. As a
result, we are subject to risks associated with operating in a foreign
country, including fluctuations in foreign currency exchange rates,
imposition of limitations on conversion of foreign currencies into dollars or
remittance of dividends and other payments by foreign subsidiaries,
imposition or increase of withholding and other taxes on remittances and
other payments on foreign subsidiaries, hyperinflation and imposition or
increase of investment and other restrictions by foreign governments. Such
risks may have a material adverse effect on our business, results of
operations and financial condition in the future.
WE ARE DEPENDENT ON KEY PERSONNEL
We are highly dependent on our senior and middle management. In
particular, the loss of either Mark W. Blodgett, our Chairman and Chief
Executive Officer, or Alain Beauregard, our President and Chief Technology
Officer, could harm us significantly. The loss of key management personnel or
an inability to attract and retain sufficient numbers of qualified management
personnel could materially and adversely affect our business, results of
operations, financial condition or future prospects.
WE MAY INCUR SUBSTANTIAL COSTS TO COMPLY WITH ENVIRONMENTAL LAWS
Our operations are subject to federal, state, and local laws and
regulations relating to the storage, handling, generation, treatment,
emission, release, discharge and disposal of certain substances and wastes.
While we believe we are in material compliance with those laws and
regulations, there can be no assurance that we will not incur significant
costs to remediate violations thereof or to comply with changes in existing
laws and regulations (or the enforcement thereof). Such costs could have a
material adverse effect on our business, results of operations, and financial
condition.
5
<PAGE>
THE SHARES ELIGIBLE FOR FUTURE SALE MAY HAVE NEGATIVE IMPACT ON THE STOCK
PRICE
Sales of substantial amounts of common stock in the public market
following the sale could have an adverse effect on the market price of the
common stock. In addition to the 559,132 shares offered hereby, previously
issued and outstanding shares of common stock are currently eligible for sale
subject to the provisions of applicable securities laws. We have granted
options to purchase 1,245,150 shares of common stock pursuant to our stock
option plans, which are covered by registration statements on file with the
Commission and options to purchase 60,000 shares of common stock outside of
any plan, all of which are eligible for resale subject to the provisions of
Rule 701 under the Securities Act. There are 700,150 shares of Capital Stock
of Lasiris Holdings, Inc. outstanding, which are exchangeable into shares of
our common stock on a one-for-one basis at the option of the holders.
WE DO NOT PLAN TO PAY DIVIDENDS ON OUR COMMON STOCK
We have not and do not expect to declare or pay any cash dividends in
the foreseeable future. We intend to retain all earnings, if any, in order to
expand our operations.
6
<PAGE>
FORWARD-LOOKING STATEMENTS
Statements incorporated by reference or made under the captions "Risk
Factors" and "Our Company" and elsewhere in this prospectus may constitute
"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. When we use
the words "anticipate," "assume," "believe," "estimate," "expect," "intend" and
other similar expressions, they generally identify forward-looking statements.
Forward-looking statements include, for example, statements relating to
acquisitions and related financial information, development activities, business
strategy and prospects, future capital expenditures, sources and availability of
capital, environmental and other regulations and competition.
You should exercise caution in interpreting and relying on
forward-looking statements since they involve known and unknown risks,
uncertainties and other factors which are, in some cases, beyond our control and
could materially affect our actual results, performance or achievements. Some of
the factors that could cause our actual results, performance or achievements to
differ materially from those expressed or implied by forward-looking statements
include, but are not limited to, the following:
- our ability to compete with entities that have greater
financial, technical and marketing resources than us;
- our ability to develop and market new products in our various
business lines;
- our ability to gain sufficient market acceptance for our
telecommunications component products;
- our ability to obtain financing on favorable terms or refinance
indebtedness prior to maturity;
- our ability to maintain availability of funds for borrowing
under our credit arrangement; and
- risks inherent with our international operations.
We caution you that, while forward looking statements reflect our good
faith beliefs, they are not guarantees of future performance. In addition, we
disclaim any obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise.
7
<PAGE>
REGISTRATION RIGHTS OF THE SELLING STOCKHOLDERS
The following is a summary of the material terms and provisions of the
registration rights which we granted to the selling stockholders in connection
with the October 2000 private placement. It may not contain all of the
information that is important to you. You can access complete information by
referring to the form of stock purchase agreement dated October 5, 2000 which
was filed as an exhibit to the registration statement of which this prospectus
is a part.
We are filing this registration statement pursuant to the terms of the
registration rights granted in connection with the October 2000 private
placement. Under the registration rights granted in that private placement, we
must use our commercially reasonable efforts to cause the registration statement
to be declared effective by the Securities and Exchange Commission, and we must
keep the registration statement continuously effective until the earlier of:
- the date on which the selling stockholders may sell the shares
of common stock without registration under the Securities Act;
- the date on which the selling stockholders have sold all the
shares of common stock covered by this prospectus pursuant to
the registration statement or otherwise; or
- two years after the date on which shares of our common stock
were issued to the selling stockholders.
Any shares of common stock sold by the selling stockholders pursuant to
this prospectus will no longer be entitled to the benefits of the registration
rights agreement. We have agreed to bear the expenses of registering the sale of
the shares of common stock by the selling stockholders.
Pursuant to the registration rights, we have agreed to indemnify the
selling stockholders against all losses, claims, damages, liabilities, costs and
expenses arising under the securities laws in connection with the registration
statement or this prospectus, subject to limitations specified in the
registration rights.
In addition, the selling stockholders have agreed to indemnify us, our
officers, directors, and any person who controls our company against all losses,
claims, damages, actions, liabilities, costs and expenses arising under the
securities laws which result from:
- information furnished to us by the selling stockholders for
use in the registration statement or this prospectus; or
- any selling stockholder's failure to comply with certain
provisions of the form of stock purchase agreement dated
October 5, 2000.
8
<PAGE>
THE SELLING STOCKHOLDERS
The following table sets forth the number of shares of common stock
beneficially owned by the selling stockholders as of October 23, 2000, the
number of shares of common stock covered by this prospectus and the total number
of shares of common stock which the selling stockholders will beneficially own
upon completion of this offering. This table assumes that the selling
stockholders will offer for sale all of their shares of common stock.
The common stock offered by this prospectus may be offered from time to
time by the selling stockholders named below, or by any of their pledgees,
donees, transferees or other successors in interest. The amounts set forth below
are based upon information provided to us by representatives of the selling
stockholders, or on our records, as of October 23, 2000 and are accurate to the
best of our knowledge. It is possible, however, that the selling stockholders
may acquire or dispose of additional shares of common stock from time to time
after the date of this prospectus.
<TABLE>
<CAPTION>
Common Stock Common Stock to be
Beneficially Owned as of Common Stock Owned After Percentage of All
Name October 3, 2000 Offered Hereby Offering(1) Common Stock
---- --------------- -------------- ----------- ------------
<S> <C> <C> <C> <C>
Jupiter Asset Management Ltd. 130,000 130,000 0 *
Abbot Investment Management Limited 70,000 70,000 0 *
R.C. Greig Nominees, Limited 5,800 5,800 0 *
R&H Trust Co. (Jersey) Limited A/C 90,000 10,000 80,000 *
33770
Cazenove Fund Management Ltd. 100,000 100,000 0 *
The Eureka Interactive Fund Limited 40,000 40,000 0 *
Esquire Trade & Finance, Inc. 16,666 16,666 0 *
David Schechter 16,666 16,666 0 *
Hans Graupe 16,000 10,000 6,000 *
Meinl Bank AG 10,000 10,000 0 *
Pequot Stout Fund, LP 150,000 150,000 0 *
TOTAL 973,194 887,194 86,000 1.0%
----- ------- ------- ------ ----
</TABLE>
*Less than one percent
(1) Assumes that the selling stockholders will sell all shares of common
stock offered by them under this prospectus.
9
<PAGE>
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock
covered by this prospectus by the selling stockholders.
PLAN OF DISTRIBUTION
The selling stockholders, or their pledgees, donees, transferees, or any
of their successors in interest, may sell the securities from time to time on
any stock exchange or automated interdealer quotation system on which the
securities are listed, in the over-the-counter market, in privately negotiated
transactions or otherwise, at fixed prices that may be changed, at market prices
prevailing at the time of sale, at prices related to prevailing market prices or
at prices otherwise negotiated. The selling stockholders may sell the securities
by one or more of the following methods, without limitation:
(a) block trades in which the broker or dealer so engaged will
attempt to sell the securities as agent but may position and
resell a portion of the block as principal to facilitate the
transaction;
(b) purchases by a broker or dealer as principal and resale by the
broker or dealer for its own account pursuant to this prospectus;
(c) an exchange distribution in accordance with the rules of any
stock exchange on which the securities are listed;
(d) ordinary brokerage transactions and transactions in which the
broker solicits purchases;
(e) privately negotiated transactions;
(f) short sales;
(g) through the writing of options on the securities, whether or the
options are listed on an options exchange;
(h) through the distribution of the securities by any selling
stockholder to its partners, members or stockholders;
(i) one or more underwritten offerings on a firm commitment or best
efforts basis; and
(j) any combination of any of these methods of sale.
The selling stockholders may also transfer the securities by gift. We do
not know of any arrangements by the selling stockholders for the sale of any of
the securities.
The selling stockholders may engage brokers and dealers, and any
brokers or dealers may arrange for other brokers or dealers to participate in
effecting sales of the securities. These brokers, dealers or underwriters may
act as principals, or as an agent of a selling stockholder. Broker-dealers
may agree with a selling stockholder to sell a specified number of the
securities at a stipulated price per security. If the broker-dealer is unable
to sell securities acting as agent for a selling stockholder, it may purchase
as principal any unsold securities at the stipulated price. Broker-dealers
who acquire securities as principals may thereafter resell the securities
from time to time in transactions in any stock exchange or automated
interdealer quotation system on which the securities are then listed, at
prices and on terms then prevailing at the time of sale, at prices related to
the then-current market price or in negotiated transactions. Broker-dealers
may use block transactions and
10
<PAGE>
sales to and through broker-dealers, including transactions of the nature
described above. The selling stockholders may also sell the securities in
accordance with Rule 144 under the Securities Act of 1933, as amended, rather
than pursuant to this prospectus, regardless of whether the securities are
covered by this prospectus.
From time to time, one or more of the selling stockholders may pledge,
hypothecate or grant a security interest in some or all of the securities owned
by them. The pledgees, secured parties or persons to whom the securities have
been hypothecated will, upon foreclosure in the event of default, be deemed to
be selling stockholders. The number of a selling stockholder's securities
offered under this prospectus will decrease as and when it takes such actions.
The plan of distribution for that selling stockholder's securities will
otherwise remain unchanged. In addition, a selling stockholder may, from time to
time, sell the securities short, and, in those instances, this prospectus may be
delivered in connection with the short sales and the securities offered under
this prospectus may be used to cover short sales.
To the extent required under the Securities Act of 1933, the aggregate
amount of selling stockholders' securities being offered and the terms of the
offering, the names of any agents, brokers, dealers or underwriters and any
applicable commission with respect to a particular offer will be set forth in an
accompanying prospectus supplement. Any underwriters, dealers, brokers or agents
participating in the distribution of the securities may receive compensation in
the form of underwriting discounts, concessions, commissions or fees from a
selling stockholder and/or purchasers of selling stockholders' securities of
securities, for whom they may act (which compensation as to a particular
broker-dealer might be in excess of customary commissions).
The selling stockholders and any underwriters, brokers, dealers or
agents that participate in the distribution of the securities may be deemed to
be "underwriters" within the meaning of the Securities Act of 1933, and any
discounts, concessions, commissions or fees received by them and any profit on
the resale of the securities sold by them may be deemed to be underwriting
discounts and commissions.
A selling stockholder may enter into hedging transactions with
broker-dealers and the broker-dealers may engage in short sales of the
securities in the course of hedging the positions they assume with that selling
stockholder, including, without limitation, in connection with distributions of
the securities by those broker-dealers. A selling stockholder may enter into
option or other transactions with broker-dealers that involve the delivery of
the securities offered hereby to the broker-dealers, who may then resell or
otherwise transfer those securities. A selling stockholder may also loan or
pledge the securities offered hereby to a broker-dealer and the broker-dealer
may sell the securities offered hereby so loaned or upon a default may sell or
otherwise transfer the pledged securities offered hereby.
The selling stockholders and other persons participating in the sale or
distribution of the securities will be subject to applicable provisions of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder, including Regulation M. This regulation may limit the timing of
purchases and sales of any of the securities by the selling stockholders and any
other person. The anti-manipulation rules under the Securities Exchange Act of
1934 may apply to sales of securities in the market and to the activities of the
selling stockholders and their affiliates. Furthermore, Regulation M may
restrict the ability of any person engaged in the distribution of the securities
to engage in market-making activities with respect to the particular securities
being distributed for a period of up to five business days before the
distribution. These restrictions may affect the marketability of the securities
and the ability of any person or entity to engage in market-making activities
with respect to the securities.
We have agreed to indemnify in certain circumstances the selling
stockholders and any brokers, dealers and agents who may be deemed to be
underwriters, if any, of the securities covered by the registration statement,
against certain liabilities, including liabilities under the Securities Act of
1933. The selling stockholders have agreed to indemnify us in certain
circumstances against certain liabilities, including liabilities under the
Securities Act of 1933, as amended.
11
<PAGE>
The securities of securities offered hereby were originally issued to
the selling stockholders pursuant to an exemption from the registration
requirements of the Securities Act of 1933, as amended. We agreed to register
the securities under the Securities Act of 1933, and to keep the registration
statement of which this prospectus is a part effective until the earlier of the
date on which the selling stockholders have sold all of the securities or two
years after the effective date of the registration statement. We have agreed to
pay all expenses in connection with this offering, including the fees and
expenses of counsel or other advisors to the selling stockholders, but not
including underwriting discounts, concessions, commissions or fees of the
selling stockholders or any fees and expenses of counsel or other advisors to
the selling stockholders.
We will not receive any proceeds from sales of any securities by the
selling stockholders.
We can not assure you that the selling stockholders will sell all or any
portion of the securities offered hereby.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and we are required to file reports and proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy these reports, proxy statements and information at the
public reference facilities maintained by the Securities and Exchange Commission
at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549,
and at the Securities and Exchange Commission's Regional Offices at 7 World
Trade Center, 13th Floor, New York, New York 10048, and Citicorp Center, 500 W.
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. You may also obtain
copies at the prescribed rates from the Public Reference Section of the
Securities and Exchange Commission at its principal office in Washington, D.C.
You may call the Securities and Exchange Commission at 1-800-SEC-0330 for
further information about the public reference rooms. The Securities and
Exchange Commission maintains a web site that contains reports, proxy and
information statements and other information regarding registrants, including
StockerYale, Inc., that file electronically with the Securities and Exchange
Commission. You may access the Securities and Exchange Commission's web site at
http://www.sec.gov.
INCORPORATION OF DOCUMENTS BY REFERENCE
The Securities and Exchange Commission allows us to incorporate by
reference the information that we file with them. Incorporation by reference
means that we can disclose important information to you by referring you to
other documents that are legally considered to be part of this prospectus
supplement or the attached prospectus, and later information that we file with
the Securities and Exchange Commission will automatically update and supersede
the information in this prospectus, any supplement and the documents listed
below. We incorporate by reference the specific documents listed below and any
future filings made with the Securities and Exchange Commission under Section
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act until we sell all of
the securities:
- our Annual Report on Form 10-KSB for the year ended
December 31, 1999;
- our Quarterly Reports on Form 10-QSB for the quarters ended
March 31, 2000, June 30, 2000 and
September 30, 2000;
- our reports on Form 8-K, filed June 30, 2000, July 31, 2000
and October 23, 2000;
- the description of our common stock contained in our Registration
Statement on Form 10-SB/A, filed on December 29, 1995 and all
amendments and reports updating such description.
12
<PAGE>
You should rely only on the information incorporated by reference or
provided in this prospectus. We have not authorized anyone to provide you with
different information. You should not assume that the information in this
prospectus or the documents incorporated by reference is accurate as of any date
other than the date on the front of this prospectus or those documents.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-KSB for the year ended December 31,
1999, to the extent of and for the periods indicated in their reports, have been
audited by Arthur Andersen LLP, independent public accountants; as indicated in
their reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.
LEGAL MATTERS
The validity of the issuance of the shares of common stock offered
hereby will be passed upon by our counsel, Goodwin, Procter & Hoar LLP, Boston,
Massachusetts.
13
<PAGE>
================================================================================
NO DEALER, SALES REPRESENTATIVE OR ANY OTHER PERSON HAS BEEN AUTHORIZED
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS
OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY OUR COMPANY OR ANY OTHER PERSON. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
OTHER THAN THE SHARES OF COMMON STOCK TO WHICH IT RELATES OR AN OFFER TO, OR A
SOLICITATION OF, ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR
SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF OUR COMPANY OR THAT INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
---------------------------
TABLE OF CONTENTS
---------------------------
<TABLE>
<CAPTION>
PAGE
<S> <C>
PROSPECTUS SUMMARY .............................. 1
RISK FACTORS .................................... 2
FORWARD LOOKING STATEMENTS ...................... 7
REGISTRATION RIGHTS ............................. 8
SELLING STOCKHOLDERS ............................ 9
USE OF PROCEEDS ................................. 10
PLAN OF DISTRIBUTION ............................ 10
WHERE YOU CAN FIND MORE INFORMATION ............. 12
INCORPORATION OF DOCUMENTS BY REFERENCE ......... 12
EXPERTS ......................................... 13
LEGAL MATTERS ................................... 13
</TABLE>
---------------------------
===============================================================================
===============================================================================
559,132 SHARES
STOCKERYALE, INC.
COMMON STOCK
---------------------------
PROSPECTUS
---------------------------
---------------------, 2000
===============================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of the
securities being registered are set forth in the following table (all amounts
except the registration fee are estimated):
<TABLE>
<S> <C>
Registration fee -- Securities and Exchange Commission................ $3,367.37
Accountants' fees and expenses........................................ $2,500.00
Blue Sky fees and expenses............................................ $1,200.00
Legal fees and expenses (other than Blue Sky)......................... $25,000.00
Printing expenses..................................................... $5,000.00
Miscellaneous......................................................... $50,000.00
TOTAL................................................................. $87,067.37
</TABLE>
All expenses in connection with the issuance and distribution of the
securities being offered shall be borne by our company.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
INDEMNIFICATION. We are a Massachusetts corporation. Massachusetts
General Laws Chapter 156B, Section 67 provides that a corporation may, subject
to certain limitations, indemnify its directors, officers, employees and other
agents, and persons who serve at its request as directors, officers, employees
or other agents of another organization, or who serve at its request in any
capacity with respect to any employee benefit plan, to the extent specified or
authorized by the corporation's articles of organization, a by-law adopted by
the stockholders, or a vote adopted by the holders of a majority of the shares
of stock entitled to vote on the election of directors.
Section 67 also provides that a corporation may purchase and maintain
insurance against liability incurred by an officer, director, employee or other
agent of the corporation, or who serve at its request in any capacity with
respect to any employee benefit plan, in his capacity as or arising out of his
status as such, whether or not the corporation would have the power to indemnify
him against such liability.
Our By-laws provide that directors and officers of our company shall be
indemnified by us against liabilities and expenses arising out of service as a
director or officer of our Company. Our By-laws provide that such
indemnification shall not be provided if (i) it is determined that the action
giving rise to the liability was not taken in good faith and in the reasonable
belief that the action was in the best interests of our Company or (ii) in a
criminal matter, it is adjudicated or determined that the director or officer
had reasonable cause to believe his conduct was unlawful. No indemnification
shall be provided for any director or officer with respect to any proceeding by
or in the right of our Company or alleging that a director or officer received
an improper personal benefit if he is adjudged liable to us in such proceeding.
The By-laws provide that the indemnification provision in the By-laws does not
limit any other right to indemnification existing independently of the By-laws.
The By-laws also provide that the right of directors and officers to
indemnification is a contract right.
Under our By-laws, indemnification shall include payment by us of
expenses incurred in defending a civil or criminal action or proceeding in
advance of the final disposition of such action or proceeding, upon receipt
of an undertaking by the person indemnified to repay such payment if he shall be
adjudicated or determined to be not entitled to such indemnification under the
By-laws, which undertaking may be accepted without reference
II-1
<PAGE>
to the financial ability of such person to make repayment. Any such
indemnification may be provided even if the person to be indemnified is no
longer an officer, director, or employee of our Company.
The By-laws provide that we shall not indemnify a director or officer in
connection with any action, suit, proceeding or investigation initiated by the
director or officer unless such initiation was approved by our Board of
Directors.
The By-laws provide that we are authorized to purchase and maintain
liability insurance on behalf of any of our directors, officers, employees or
agents, whether or not we would have power to indemnify him against such
liability or cost.
LIMITATION OF LIABILITY. Massachusetts General Laws Chapter 156B,
Section 13 enables a corporation in its original articles of organization or an
amendment thereto to eliminate or limit the personal liability of a director for
monetary damages for violations of the director's fiduciary duty, except (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Sections
61 and 62 of Chapter 156B (providing for liability of directors for authorizing
illegal distributions and for making loans to directors, officers and certain
shareholders) or (iv) for any transaction from which a director derived an
improper personal benefit.
Our Articles and By-laws currently contain no limitation of liability
provisions.
The Company and its officers and directors do not currently carry
liability insurance.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
No. DESCRIPTION
------- -----------
<S> <C>
* 4.1(a) - Form of Stock Purchase Agreement dated as of October 5, 2000,
between the Company and certain purchasers
* 5.1 - Opinion of Goodwin, Procter & Hoar LLP
* 23.1 - Consent of Arthur Andersen LLP
23.2 - Consent of Goodwin, Procter & Hoar LLP (included in
Exhibit 5.1)
24.1 - Power of Attorney (included on signature page)
</TABLE>
---------------
* Filed herewith.
ITEM 17. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which
was registered) and any deviation from the low or
high and of the estimated maximum offering range
may be reflected in the form
II-2
<PAGE>
of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20
percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed
in the Registration Statement or any material
change to such information in the registration
statement.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
Registrant under the Exchange Act.
2. That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement
relating to the securities offered therein, and the
offering of such securities at that time to be the initial
BONA FIDE offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial BONA FIDE offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or
persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion
of the Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 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, on
November 21, 2000.
STOCKERYALE, INC.
By: /s/ Mark W. Blodgett
------------------------------------
Mark W. Blodgett
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, each of the undersigned officers and
directors of StockerYale, Inc. hereby severally constitutes each of Mark W.
Blodgett and Gary B. Godin, with full power of substitution, his or her true and
lawful attorney with full power to her, to sign for the undersigned and in his
or her name in the capacity indicated below, the Registration Statement filed
herewith and any and all amendments to said Registration Statement, and
generally to do all such things in his or her name and in his or her capacity as
an officer or director to enable StockerYale, Inc. to comply with the provisions
of the Securities Act of 1933, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming his or her signature as it
may be signed by his or her said attorney, or any of them, to said Registration
Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Mark W. Blodgett Chairman of the Board of Directors November 21, 2000
----------------------------- and Chief Executive Officer
Mark W. Blodgett
/s/ Alain Beauregard President and Director November 21, 2000
-----------------------------
Alain Beauregard
/s/ Lawrence W. Blodgett Director November 21, 2000
-----------------------------
Lawrence W. Blodgett
/s/ Clifford L. Abbey Director November 21, 2000
-----------------------------
Clifford L. Abbey
/s/ John M. Nelson Director November 21, 2000
-----------------------------
John M. Nelson
/s/ Steven E. Karol Director November 21, 2000
-----------------------------
Steven E. Karol
Director
-----------------------------
Dr. Herbert Cordt
Director
-----------------------------
Raymond J. Oglethorpe
/s/ Gary B. Godin Senior Vice President-Finance and November 21, 2000
-----------------------------
II-4
<PAGE>
<S> <C>
Gary B. Godin Treasurer
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
Exhibit
NO. DESCRIPTION
* 4.1(a) - Form of Stock Purchase Agreement dated as of October 5, 2000,
between the Company and certain purchasers
* 5.1 - Opinion of Goodwin, Procter & Hoar LLP
* 23.1 - Consent of Arthur Andersen LLP
23.2 - Consent of Goodwin, Procter & Hoar LLP (included in
Exhibit 5.1)
24.1 - Power of Attorney (included on signature page)
-----------------
* Filed herewith.
