sc13gza

0000950134-06-020779.txt : 20061107 0000950134-06-020779.hdr.sgml : 20061107 20061107163843 ACCESSION NUMBER: 0000950134-06-020779 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061107 DATE AS OF CHANGE: 20061107 GROUP MEMBERS: PANTHEON HOLDINGS LIMITED GROUP MEMBERS: PANTHEON VENTURES INC GROUP MEMBERS: SPO GP LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STOCKERYALE INC CENTRAL INDEX KEY: 0000094538 STANDARD INDUSTRIAL CLASSIFICATION: OPTICAL INSTRUMENTS & LENSES [3827] IRS NUMBER: 042114473 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47779 FILM NUMBER: 061194350 BUSINESS ADDRESS: STREET 1: 32 HAMPSHIRE ROAD CITY: SALEM STATE: NH ZIP: 03079 BUSINESS PHONE: 6038938778 MAIL ADDRESS: STREET 1: 32 HAMPSHIRE ROAD CITY: SALEM STATE: NH ZIP: 03079 FORMER COMPANY: FORMER CONFORMED NAME: STOCKER & YALE INC DATE OF NAME CHANGE: 19950623 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Private Opportunities Fund LP CENTRAL INDEX KEY: 0001351012 IRS NUMBER: 943381021 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O PANTHEON VENTURES INC STREET 2: 600 MONTGOMERY STREET, 23RD FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-249-6200 MAIL ADDRESS: STREET 1: C/O PANTHEON VENTURES INC STREET 2: 600 MONTGOMERY STREET, 23RD FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G/A 1 f24963sc13gza.htm AMENDMENT TO SCHEDULE 13G sc13gza


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

StockerYale, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

86126T203

(CUSIP Number)

November 3, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No.		86126T203		Page		2		of		8


1	NAMES OF REPORTING PERSONS: Private Opportunities Fund, L.P.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			450,068¹

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON

WITH:		8	SHARED DISPOSITIVE POWER:

			450,068¹

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	450,068¹

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	1.5%²

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN


¹		Includes warrants to purchase 375,000 shares of Common Stock exercisable within 60 days of the filing date of this Amended Schedule 13G.

²		The percent ownership was calculated based upon an aggregate of 29,708,009 shares of common stock outstanding as of August 9, 2006 as reported in the issuer’s Form 10-QSB filed August 14, 2006.


CUSIP No.		86126T203		Page		3		of		8


1	NAMES OF REPORTING PERSONS: SPO GP, LLC

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			450,068³

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON

WITH:		8	SHARED DISPOSITIVE POWER:

			450,068³

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	450,068³


10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	1.5%⁴

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO


³		Includes warrants to purchase 375,000 shares of Common Stock exercisable within 60 days of the filing date of this Amended Schedule 13G.

⁴		The percent ownership was calculated based upon an aggregate of 29,708,009 shares of common stock outstanding as of August 9, 2006 as reported in the issuer’s Form 10-QSB filed August 14, 2006.


CUSIP No.		86126T203		Page		4		of		8


1	NAMES OF REPORTING PERSONS: Pantheon Holding Limited

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United Kingdom

		5	SOLE VOTING POWER:

NUMBER OF

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			450,068⁵

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON

WITH:		8	SHARED DISPOSITIVE POWER:

			450,068⁵

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	450,068⁵

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	1.5%⁶

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	HC


⁵		Includes warrants to purchase 375,000 shares of Common Stock exercisable within 60 days of the filing date of this Amended Schedule 13G. The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed or construed as an admission that the reporting person is the beneficial owner of such securities for purposes of Section 13(g) of the Securities Exchange Act of 1934, as amended.

⁶		The percent ownership was calculated based upon an aggregate of 29,708,009 shares of common stock outstanding as of August 9, 2006 as reported in the issuer’s Form 10-QSB filed August 14, 2006.


CUSIP No.		86126T203		Page		4		of		8


1	NAMES OF REPORTING PERSONS: Pantheon Ventures Inc.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	California

		5	SOLE VOTING POWER:

NUMBER OF

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			450,068⁷

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON

WITH:		8	SHARED DISPOSITIVE POWER:

			450,068⁷

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	450,068⁷

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	1.5%⁸

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IA


⁷		Includes warrants to purchase 375,000 shares of Common Stock exercisable within 60 days of the filing date of this Amended Schedule 13G.

⁸		The percent ownership was calculated based upon an aggregate of 29,708,009 shares of common stock outstanding as of August 9, 2006 as reported in the issuer’s Form 10-QSB filed August 14, 2006.


CUSIP No.		86126T203		Page		6		of		8


Item 1(a)		Name of Issuer:

		StockerYale, Inc.

Item 1(b)		Address of Issuer’s Principal Executive Offices:

		32 Hampshire Road, Salem, New Hampshire 03079

Item 2(a)		Name of Person Filing:

		This Schedule 13G is filed by Private Opportunities Fund, L.P., a Delaware limited partnership (the “Partnership”); SPO GP, LLC, a Delaware limited liability company; Pantheon Holdings Limited, a UK company; and Pantheon Ventures Inc., a California corporation. SPO GP, LLC is the general partner to the Partnership and Pantheon Ventures Inc. is the investment adviser to the Partnership. SPO GP, LLC is an indirect wholly owned subsidiary of Pantheon Holdings Limited.

Item 2(b)		Address of Principal Business Office or, if None, Residence:

		c/o Pantheon Ventures Inc., 600 Montgomery Street, 23^rd Floor, San Francisco, California 94111

Item 2(c)		Citizenship:

		See Cover Pages hereto

Item 2(d)		Title of Class of Securities:
		Common Stock

Item 2(e)		CUSIP Number:

		See Cover Pages hereto

Item 3.		If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check whether the Person Filing is:

Item 4.		Ownership.

		See Items 5-11 of Cover Pages hereto

Item 5.		Ownership of Five Percent or Less of a Class.

		If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

Item 6.		Ownership of More than Five Percent on Behalf of Another Person.

		Not Applicable

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

		Not Applicable

Item 8.		Identification and Classification of Members of the Group.

		Not Applicable

Item 9.		Notice of Dissolution of Group.

		Not Applicable

Item 10.		Certifications.

		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose of effect.


CUSIP No.		86126T203		Page		7		of		8

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.

Date: November 3, 2006


Private Opportunities Fund, L.P.
By: SPO GP, LLC
Its General Partner

/s/ David Braman
(Signature)
By: David Braman
Title: Attorney-in-Fact for SPO GP, LLC

SPO GP, LLC

/s/ David Braman
(Signature)
By: David Braman
Title: Attorney-in-Fact for SPO GP, LLC

Pantheon Holdings Limited

/s/ David Braman
(Signature)
By: David Braman
Title: Director

Pantheon Ventures Inc.

/s/ David Braman
(Signature)
By: David Braman
Title: Director


CUSIP No.		86126T203		Page		8		of		8

EXHIBIT A

Agreement of Joint Filing

The undersigned hereby agree that they are filing jointly pursuant to Rule 13d-1 of the Act the statement dated November 3, 2006 containing the information required by Schedule 13G, for the securities of StockerYale, Inc., held by Private Opportunities Fund, L.P.


Private Opportunities Fund, L.P.
By: SPO GP, LLC
Its General Partner

/s/ David Braman
(Signature)
By: David Braman
Title: Attorney-in-Fact for SPO GP, LLC

SPO GP, LLC

/s/ David Braman
(Signature)
By: David Braman
Title: Attorney-in-Fact for SPO GP, LLC

Pantheon Holdings Limited

/s/ David Braman
(Signature)
By: David Braman
Title: Director

Pantheon Ventures Inc.

/s/ David Braman
(Signature)
By: David Braman
Title: Director

EX-24.1 2 f24963exv24w1.htm EXHIBIT 24.1 exv24w1

EXHIBIT 24.1

SHAMROCK GP LIMITED
MINUTES OF A MEETING OF THE DIRECTORS HELD ON 20 ^TH JANUARY 2006 AT VALLEY
HOUSE, HIRZEL
STREET, ST PETER PORT, GUERNSEY


Present:		Peter Harwood Sarita Keen (Alternate Director to Mike de Haaff)(by phone)

Apologies:		Alistair Bruce

Appointment of Signatories if SPO GP LLC:		It was reported that the purpose of the meeting was to consider and if thought fit appoint the following Personnel of Pantheon Ventures Inc as signatories for SPO GP LLC for the purpose of executing Regulatory Filing documentation.

		Ian Deas Jay Pierrepont Gary Hiatt David Braman

		It was also reported that the execution of all other legal documentation would remain as the Directors (or their alternates) of Shamrock GP Limited.

		IT WAS RESOLVED to appoint all four persons mentioned above as signatories of SPO GP LLC for the purpose of executing Regulatory Filing documentation.

Any Other Business:		There being no further business the meeting was closed and these minutes were issued and signed.

		/s/ Peter Harwood November 1, 2006