-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
Kove7rlP+rgkaXIXMWqJl96wG8RF/amqGfHcufEBTBJxpyhXfUEG8om0LhfeDunr
sh5JLmpFtT7NDjAwMCMlIA==
SCHEDULE 14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
NOTICE OF SPECIAL
MEETING OF STOCKHOLDERS The Special Meeting of Stockholders of StockerYale, Inc. (the "Company"), a Massachusetts
corporation, will be held at the Company's headquarters, 32 Hampshire Road, Salem, New Hampshire
03079, on Monday, October 6, 2003 at 10:00 a.m., local time, for the following purposes: To approve an amendment to
the Company's Articles of Organization, to effect a reverse split of the Company's common
stock whereby each outstanding 3, 5, or 7 shares of common stock would be
combined and converted into one share of common stock in the discretion of the Board of
Directors at any time prior to December 31, 2003. To transact such other business as may properly come
before the Special Meeting and any adjournments or postponements thereof as well as on matters related
to the conduct of the Special Meeting. The foregoing items of business are more
fully described in the Proxy Statement accompanying this Notice. The Board of Directors has fixed the close of
business on September 2, 2003, as the record date for the determination of stockholders entitled to
notice of and to vote at this Special Meeting and any
adjournments or postponements thereof. Whether or not you plan to attend the
Special Meeting in person, you are asked to complete, sign, date, and return the enclosed proxy. A proxy may
not be effective unless it is received at the office of the Company's transfer agent and registrar,
Proxy Services, EquiServe, P.O. Box 8694, Edison, NJ 08818-8694 not less than 48 hours before the
time fixed for the Meeting. STOCKERYALE, INC. This proxy statement is furnished in
connection with the solicitation of proxies by the management of StockerYale, Inc. (the "Company"),
a Massachusetts corporation, for use at the Special Meeting of
Stockholders (the "Meeting") of the Company to be held at 10:00 a.m., local time, on
Monday,
October 6, 2003 at the Company's headquarters located at 32 Hampshire Road, Salem, New Hampshire,
03079 for the purposes set forth in the Notice of Special Meeting of
Stockholders. This proxy statement and proxy card are first being sent to stockholders on or about
September 11, 2003. VOTING SECURITIES AND PRINCIPAL
HOLDERS THEREOF 2 / STKR / Schedule 14A SECURITY
OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT Item 1-Approval of Amendments to the
Company's Articles of Organization to Effect a Reverse Stock Split
If our stockholders approve each of the three
amendments and the Board of Directors decides to implement one of the reverse stock splits, the
Company will file an Amendment to the Articles of Organization with the Secretary of the
Commonwealth of Massachusetts (as described below) which will effect a reverse split of the shares
of the Company's common stock then issued and outstanding at the ratio specified in such amendment.
The reverse stock split, if implemented, would reduce
the number of authorized shares of common stock but would not change the par value of the
Company's common stock. Except for any changes as a result of the treatment of
fractional shares, each stockholder will hold the same percentage of common stock outstanding
immediately prior to the reverse stock split as such stockholder did immediately prior to the
split. The Board of Directors also believes that a
higher stock price may help generate investor interest in the Company and help the Company attract
and retain employees. The Board of Directors believes that
institutional investors and investment funds are generally reluctant to invest in lower priced
stocks. Accordingly, the Board of Directors concluded that reducing the number of outstanding
shares of the Company's common stock might be desirable in order to attempt to support a higher
stock price per share based on the Company's current market capitalization. In addition, the Board
of Directors considered that the Company's common stock may not appeal to brokerage firms that are
reluctant to recommend lower priced securities to their clients. Certain investors may also be
dissuaded from purchasing lower priced stocks because the brokerage commissions, as a percentage of
the total transaction, tend to be higher for such stocks. Moreover, the analysts at many brokerage
firms do not monitor the trading activity or otherwise provide research coverage of lower priced
stocks. The Board of Directors believes that stockholder approval
of each of the three amendments to the Company's Articles of Organization to effect a reverse split with an exchange ratio of 3,
5 and 7 to one provides the
Board of Directors with maximum flexibility to achieve the purposes of the reverse stock split. If
the stockholders approve the reverse stock split proposal, one of the reverse stock splits will be
effected, upon a determination by the Board of Directors that such reverse stock
split is in the best interests of the Company and its stockholders. In connection with any
determination to effect a reverse stock split, the Board of Directors will set the timing for such
a split and select the specific amendment to be effected. No further action on the part of
stockholders will be required to implement the reverse stock split. If the Board of Directors does not
implement a reverse stock split prior to December 31, 2003, the authority granted in this proposal
to implement a reverse stock split on these terms will terminate. The Board of Directors reserves
its right to elect not to proceed with a reverse stock split if it determines, in its sole
discretion, that the split is no longer in the best interests of the Company and its stockholders.
There can be no assurance that the market price per share of the Company's common stock (the "New Shares") after the reverse stock split
will rise or remain constant in proportion to the reduction in the number of old shares of the
Company's common stock (the "Old Shares") outstanding before the reverse stock split. For example,
based on the closing price of the Company's common stock on June 30, 2003 of $0.77 per share, if the
Board of Directors decided to implement the reverse stock split and effected the amendment with the
reverse stock split ratio of 1 for 3, there can be no assurance that the post-split market
price of the Company's common stock would be $2.31 per share or greater. Alternatively, based on
the market price of the Company's common stock on June 30, 2003 of $0.77 per share, if the Board of
Directors decided to implement the reverse stock split and effected the amendment with the reverse
stock split ratio of 1 for 7, there can be no assurance that the post-split market price of
the Company's common stock would be $5.39 per share or greater.
Accordingly, the total market capitalization of the Company's common stock after the proposed
reverse stock split may be lower than the total market capitalization before the proposed reverse
stock split and, in the future, the market price of the Company's common stock following the
reverse stock split may not exceed or remain higher than the market price prior to the proposed
reverse stock split. In many cases, the total market capitalization of a company following a
reverse stock split is lower than the total market capitalization before the reverse stock split. There can be no assurance that
the reverse stock split will result in a per share price that will attract institutional investors
and brokers or other individual investors. While the Board of Directors believes that a higher stock price may help
generate investor interest, there can be no assurance that the reverse stock split will result in a
per share price that will attract institutional investors and brokers. Also, some existing
investors may have some concerns regarding a reduced liquidity in the shares. There can be no assurance that the reverse
stock split will result in a per share price that will increase the Company's ability to attract
and retain employees. While the Board of Directors believes that a
higher stock price may help the Company attract and retain employees who are less likely to work for a company with a low stock price, there can be no assurance that the reverse stock split will result in a per share price that will increase the
Companys ability to attract and retain employees. Also, some potential and existing employees may be discouraged by the lower number of
compensatory shares or options to purchase shares that could result from the reverse stock split. A decline in the market price for the Company's common stock after
the reverse stock split may result in a greater percentage decline than would occur in the absence
of a reverse stock split, and the liquidity of the Company's common stock could be adversely
affected following a reverse stock split.
The market price of the Company's common stock will also be based on the Company's performance and
other factors, some of which are unrelated to the number of shares outstanding. If the reverse
stock split is effected and the market price of the Company's common stock declines, the
percentage decline as an absolute number and as a percentage of the Company's overall market
capitalization may be greater than would occur in the absence of a reverse stock split. In many
cases, both the total market capitalization of a company and the market price of a share of such
company's common stock following a reverse stock split are lower than they were before the reverse
stock split. Furthermore, the liquidity of the Company's common stock could be adversely affected
by the reduced number of shares that would be outstanding after the reverse stock split. Principal Effects of
the Reverse Stock Split
Corporate Matters. If approved and effected, the reverse stock split would have the
following effects: If approved and effected, the reverse stock split will be effected simultaneously for all of the Companys common stock and the ratio will be the same for all of the Companys common stock. The reverse stock
split will affect all of the Companys stockholders uniformly and will not affect any stockholders percentage ownership interests in the Company, except to the extent that the reverse stock split results in any of the Companys
stockholders owning a fractional share. As described below, stockholders holding fractional shares will be entitled to cash payments in lieu of such fractional shares. Such cash payments will reduce the number of post-split stockholders to the
extent there are stockholders presently holding fewer than up to 7 shares, depending on the ratio for the reverse stock split contained in the amendment effected by the Board of Directors. Common stock issued pursuant to the reverse stock split
will remain fully paid and non-assessable. The Company will continue to be subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended.
Fractional Shares. No scrip or fractional certificates will be issued in connection with the reverse stock
split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of Old Shares not evenly divisible by the number for the reverse stock split ratio contained in the amendment effected by the Board of
Directors will be entitled, upon surrender of certificate(s) representing such shares, to a cash payment in lieu thereof. The cash payment will equal the product obtained by multiplying (a) the fraction to which the stockholder would otherwise be
entitled by (b) the per share closing sales price of the Companys common stock on the trading day immediately prior to the effective time of the reverse stock split, as reported on the Nasdaq National Market. The ownership of a fractional interest
will not give the holder thereof any voting, dividend or other rights except to receive payment therefor as described herein.
Stockholders should be aware that, under the escheat laws of the various jurisdictions where stockholders reside, where the Company is domiciled and where
the funds will be deposited, sums due for fractional interests for which the Company does not have a proper address for a stockholder and where such sums are not timely claimed after the effective time may be required to be paid to the designated
agent for each such jurisdiction. Thereafter, stockholders otherwise entitled to receive such funds may have to seek to obtain them directly from the state to which they were paid.
If approved and effected, the reverse stock split will result in some stockholders owning odd lots of less than
100 shares of the Companys common stock. Brokerage commissions and other costs of transactions in odd lots may be somewhat higher than the costs of transactions in round lots of even multiples of 100 shares.
Authorized Shares. As
of June 30, 2003 the Company had 100,000,000 shares of common stock authorized and 14,314,659
shares of common stock issued and outstanding. The reverse split will reduce the authorized
number of shares of Company common stock that are not issued or outstanding based on the reverse
stock split ratio selected by the Board of Directors, as follows:
Number of Outstanding Shares Number of Authorized Shares
Accounting Matters. The reverse stock split will not affect the par value of the Companys common stock. As a result, as of the
effective time of the reverse stock split, the stated capital on the Companys balance sheet attributable to the Companys common stock will be reduced proportionately based on the reverse stock split ratio selected by the Board of
Directors, and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. The per share net income or loss and net book value of the Companys common stock will be restated because there will
be fewer shares of the Companys common stock outstanding.
Procedure for Effecting Reverse Stock Split and
Exchange of Stock Certificates
If the stockholders approve each of the three amendments to implement the reverse stock split and the Board of Directors decides to effect one of the amendments on or prior to
December 31, 2003, the Company will file an Articles of Amendment to the Articles of Organization with the Secretary of the
Commonwealth of Massachusetts to amend its existing Articles of Organization. The reverse stock split will become effective at the
time specified in the Articles of Amendment, which is referred to below as the effective time. Beginning at the effective time, each certificate representing Old Shares will be deemed for all corporate purposes to evidence ownership of New Shares.
The text of the Articles of Amendment to effect the reverse stock split, if implemented by the Board
of Directors, would be in the form attached hereto as Appendix A-1, A-2 or A-3; provided, however, that the text of the form of
Articles of Amendment
attached hereto is subject to modification to include such changes as may be required by the office of the Secretary of State of the
Commonwealth of Massachusetts to effect the reverse stock split,
including the insertion of the effective time.
As soon as
practicable after the effective time, stockholders will be notified that the reverse stock split has been effected. The Company expects that its transfer agent,
EquiServe, will act as exchange agent for purposes of implementing
the exchange of stock certificates. Holders of Old Shares will be asked to surrender to the exchange agent certificates representing Old Shares in exchange for certificates representing New Shares in accordance with the procedures to be set forth in
the letter of transmittal the Company sends to its stockholders. No new certificates will be issued to a stockholder until such stockholder has surrendered such stockholders outstanding certificate(s), together with the properly completed and
executed letter of transmittal, to the exchange agent. Any Old Shares submitted for transfer, whether pursuant to a sale, other disposition or otherwise, will automatically be exchanged for New Shares. STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK
CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
No Rights
Under Massachusetts
law, the Companys stockholders are not entitled to appraisal rights with respect to the
reverse stock split.
Federal Income Tax Consequences of the Reverse Stock Split
The following is a summary of certain material federal income tax
consequences of the reverse stock split, does not purport to be a complete discussion of all of the possible federal income tax consequences of the reverse stock split and is included for general information only. Further, it does not address any
state, local or foreign income or other tax consequences. Also, it does not address the tax consequences to holders that are subject to special tax rules, such as banks, insurance companies, regulated investment companies, personal holding
companies, foreign entities, nonresident alien individuals, broker-dealers and tax-exempt entities. The discussion is based on the provisions of the United States federal income tax law as of the date hereof, which is subject to change retroactively
as well as prospectively. This summary also assumes that the Old Shares were, and the New Shares will be, held as a capital asset, as defined in the Internal Revenue Code of 1986, as amended (i.e., generally, property held for
investment). The tax treatment of a stockholder may vary depending upon the particular facts and circumstances of such stockholder. Each stockholder is urged to consult with such stockholders own tax advisor with respect to the tax
consequences of the reverse stock split.
Other than the cash payments for fractional shares discussed below, no gain or loss should be recognized
by a stockholder upon such stockholders exchange of Old Shares for New Shares pursuant to the reverse stock split. The aggregate tax basis of the New Shares received in the reverse stock split (including any fraction of a New Share deemed to
have been received) will be the same as the stockholders aggregate tax basis in the Old Shares exchanged therefor. In general, stockholders who receive cash in exchange for their fractional share interests in the New Shares as a result of the
reverse stock split will recognize gain or loss based on their adjusted basis in the fractional share interests redeemed. The stockholders holding period for the New Shares will include the period during which the stockholder held the Old
Shares surrendered in the reverse stock split.
The
Companys view regarding the tax consequences of the reverse stock split is not binding on the Internal Revenue Service or the courts. ACCORDINGLY, EACH STOCKHOLDER SHOULD CONSULT WITH HIS OR HER OWN TAX ADVISOR WITH RESPECT TO ALL OF THE
POTENTIAL TAX CONSEQUENCES TO HIM OR HER OF THE REVERSE STOCK SPLIT.
Vote
Required; Recommendation of Board of Directors
The
affirmative vote of the holders of a majority of all outstanding shares of the Companys common stock entitled to vote on this proposal will be required for approval of this proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL OF EACH OF THE THREE AMENDMENTS TO THE COMPANYS ARTICLES
OF ORGANIZATION SET FORTH AT APPENDICES A-1, A-2 AND A-3, TO EFFECT A REVERSE STOCK SPLIT OF THE COMPANYS COMMON STOCK
WHEREBY EACH OUTSTANDING 3, 5, OR 7 SHARES OF COMMON STOCK, AS SET FORTH IN THE PARTICULAR FORM OF AMENDMENT, WOULD BE COMBINED AND CONVERTED INTO ONE SHARE OF COMMON STOCK; WITH THE BOARD OF DIRECTORS, IN ITS DISCRETION AT ANY TIME PRIOR TO
DECEMBER 31, 2003, TO SELECT ONE OF THE AMENDMENTS TO EFFECT A REVERSE STOCK SPLIT. The Board of Directors knows of no other
matters that will be presented for consideration at the Meeting. If any other matters are properly brought
before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters
in accordance with their best judgment. The Company will bear the expense of this
solicitation. It is expected that the solicitation will be made primarily by mail, but regular
employees or representatives of the Company (none of whom shall receive any extra compensation for
their activities) may also solicit proxies by telephone, facsimile, or other form of electronic
communication and in person and arrange for intermediaries to send this proxy statement and proxy
card to their principals at the expense of the Company. The contents of this proxy statement have
been approved and its mailing has been authorized by the Directors of the Company. THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF STOCKERYALE,
INC.
FOR A SPECIAL MEETING OF THE STOCKHOLDERS
OCTOBER 6, 2003
The undersigned stockholder of StockerYale, Inc., a Massachusetts
corporation, hereby acknowledges receipt of the Notice of Special Meeting of Stockholders and
Proxy Statement, each dated September 11, 2003 and hereby appoints Mark W. Blodgett and Francis J.
O'Brien, and each of them, proxies, with full power to each of substitution, on behalf and in the
name of the undersigned, to represent the undersigned at the Special Meeting of Stockholders of
StockerYale, Inc. to be held on October 6, 2003 at 10:00 a.m., local time, at StockerYale's
principal executive office located at 32 Hampshire Road, Salem, New Hampshire, U.S.A., and at any
adjournment thereof, and to vote all shares of common stock that the undersigned would be entitled
to vote if then and there personally present on the matters set forth below.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION
IS INDICATED, WILL BE VOTED FOR APPROVAL OF EACH OF THE THREE AMENDMENTS TO THE
COMPANY'S ARTICLES OF ORGANIZATION TO EFFECT A REVERSE STOCK SPLIT OF THE COMPANY'S COMMON STOCK
WHEREBY EACH OUTSTANDING 3, 5, OR 7 SHARES OF COMMON STOCK, AS SET FORTH IN THE PARTICULAR AMENDMENT, WOULD BE COMBINED
AND CONVERTED INTO ONE SHARE OF COMMON STOCK, AND AS THE PROXY HOLDERS DEEM ADVISABLE ON OTHER MATTERS THAT MAY COME
BEFORE THE MEETING.
1. TO APPROVE EACH OF THE THREE AMENDMENTS TO THE
COMPANY'S ARTICLES OF ORGANIZATION TO EFFECT A REVERSE STOCK SPLIT OF THE COMPANY'S COMMON STOCK
WHEREBY EACH OUTSTANDING 3, 5, OR 7 SHARES OF COMMON STOCK, AS SET FORTH IN THE PARTICULAR AMENDMENT, WOULD BE COMBINED
AND CONVERTED INTO ONE SHARE OF COMMON STOCK IN THE DISCRETION OF THE BOARD OF DIRECTORS.
o
FOR
o
AGAINST
o
ABSTAIN
MARK HERE
FOR ADDRESS
CHANGE AND
NOTE AT LEFT
MARK HERE
IF YOU PLAN
TO ATTEND
THE MEETING
This Proxy should be marked, dated and signed by the stockholder(s)
exactly as his or her name appears hereon, and returned promptly in the enclosed envelope. Persons
signing in a fiduciary capacity should so indicate. If shares are held by joint tenants or as
community property, both should sign.
Signature:
Date:  
Signature:
Date:  
Examiner Name Approved C P M R.A. No. 04‑2114473 The Commonwealth of Massachusetts William Francis Galvin ARTICLES OF AMENDMENT (General Laws,
Chapter 156B, Section 72) We, Mark W. Blodgett
,
*President, and Francis J. O'Brien
, *Clerk 11 / STKR / Schedule 14A To change the number of shares
and the par value (if any) of any type, class or series of
stock which the corporation is authorized to issue, fill in the following: The total presently
authorized is: WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE Common: Common: 100,000,000 $.001 Preferred: Preferred: Change
the total
authorized to: WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE Common: Common: 33,333,333 $.001 Preferred: Preferred:
The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after
such filing, in which event the amendment will become effective on such later
date. 12 / STKR / Schedule 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Filed by the Registrant x
Filed by a Party other than the Registrant
o
Check the appropriate box:
o
Preliminary Proxy Statement
o
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
x
Definitive Proxy Statement
o
Definitive Additional Materials
o
Soliciting Material Under Rule 14a-12
StockerYale, Inc.
Payment of Filing Fee (Check the appropriate box):
x
No fee required
o
Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11
(1)
Title of each class
of securities to which transaction applies:
(2)
Aggregate number of
securities to which transaction applies:
(3)
Per unit price or
other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and state how it was determined):
(4)
Proposed maximum
aggregate value of transaction:
(5)
Total fee paid:
o
Fee paid previously with preliminary
materials.
o
Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by registration statement
number of the Form or Schedule and the date of its filing.
(1)
Amount Previously
Paid:
(2)
Form, Schedule or
Registration Statement No.:
(3)
Filing Party:
(4)
Date Filed:
1.
2.
PROXY STATEMENT
as of September 11, 2003
SOLICITATION OF PROXIES
Name
and Address (1)
Number of Shares of
Common stock
Beneficially Owned (2)
Percent of Common Stock Beneficially Owned (3)
Mark W. Blodgett
3,638,108
25.4
%
George A. Fryburg
154,465
1.1
%
Lawrence W. Blodgett
79,253 (4)
*
Paul Jortberg
59,450
*
Steven E. Karol
58,725
(5)
*
Raymond J. Oglethorpe
43,525
*
Clifford L. Abbey
41,300
*
Francis J. O'Brien
26,850
*
Dietmar Klenner
-
*
All Directors and Executive Officers as a group (10
persons)
4,101,676
28.6
%
Van Wagoner Capital Management Inc., 345 California
Street, Suite 2450, San Francisco, CA 94104
2,083,560
(6)
14.5
%
Eureka Interactive Fund Limited, c/o Marshall Wace
Asset Management, 29 Queen Anne's Gate, London, England SW1H 9BU
1,244,700
8.7
%
*
Less than one percent.
(1)
Unless otherwise stated, the address for the named party is
c/o StockerYale, Inc., 32 Hampshire Road Salem, NH 03079.
(2)
Includes shares which may be acquired upon the exercise of
stock options that are currently exercisable or that will be exercisable within 60 days of
June 30, 2003 in the following amounts: Mr. Mark W. Blodgett, 546,350 shares of common
stock, Mr. Fryburg, 128,800 shares of common
stock, Mr. Lawrence W. Blodgett, 7,500 shares of common stock, Mr. Jortberg, 59,450 shares of
common stock, Mr. Karol, 26,2255 shares of common stock, Mr. Oglethorpe, 32,625 shares of common
stock, Mr. Abbey, 36,300 shares of common stock, Mr. O'Brien, 26,850 shares of common stock,
and all Directors and executive officers as a group, 864,100 shares of common stock.
(3)
In computing the number of shares of common stock
beneficially owned by a person, shares of common stock subject to options held by that person
that are currently exercisable or that become exercisable within 60 days of June 30, 2003
and shares of common stock issuable upon conversion of currently convertible securities or
securities that could become convertible held by that person are deemed outstanding. For
purposes of computing the percentage of outstanding shares of common stock beneficially owned
by such person, the shares subject to options that are currently exercisable within 60 days of
June 30, 2003 are deemed to be outstanding for such person but are not deemed to be
outstanding for purposes of computing the ownership percentage of any other person.
(4)
Includes 22,200 shares owned indirectly through the Lawrence
W. Blodgett Trust, of which Lawrence W. Blodgett is a Trustee. Includes 6,750 owned indirectly
through Mr. Blodgett's spouse.
(5)
Includes 20,000 shares owned by HMK Enterprises. Mr. Karol is
President and Chief Executive Officer of HMK Enterprises.
(6)
Information obtained from Schedule SC 13G/A filed with the
Securities and Exchange Commission on July 24, 2003 for the period ended June 30, 2003.
l
depending on the particular amendment effected by the Board of
Directors, if any, each of three (3), five (5) or seven (7) shares of common stock owned by a stockholder
would be exchanged for one (1) share of common stock;
l
the number of shares of the Company's common stock issued and
outstanding as well as the number of shares of common stock authorized for issuance would be reduced proportionately based on the reverse stock split ratio contained in
the amendment selected by the Board of Directors;
l
based on the reverse stock split ratio contained in the amendment
selected by the Board of Directors, proportionate adjustments would be made to the per share
exercise price and the number of shares issuable upon the exercise of all outstanding options
and warrants entitling the holders thereof to purchase shares of the Company's common stock,
which would result in approximately the same aggregate price being required to be paid for such
options or warrants upon exercise of such options or warrants immediately preceding the reverse
stock split; and
l
the number of shares reserved for issuance under the Company's
existing stock option plan and employee stock purchase plan would be reduced proportionately
based on the reverse stock split ratio contained in the amendment selected by the Board of
Directors.
1 for 3 reverse split
4,771,553
33,333,333
1 for 5 reverse split
2,862,931
20,000,000
1 for 7 reverse split
2,044,951
14,285,714
o
o
P.C.
*Delete the inapplicable words. **Delete
the inapplicable clause.
1For amendments adopted pursuant to Chapter 156B, Section 70.
2For amendments adopted pursuant to Chapter 156B, Section 71.
Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on one side only of separate 8.5 x
11 sheets of paper with a left margin of at least 1 inch. Additions to more
than one article may be made on a single sheet so long as each article
requiring each addition is clearly indicated.
Later effective date:
.
SIGNED UNDER THE PENALTIES OF PERJURY, this day of
, 2003,
, *President,
,
*Clerk.
*Delete the inapplicable words.
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the
within Articles of Amendment and, the filing fee in the
amount of $ having
been paid, said articles are deemed to have been
filed with me this day of
20 .
Effective date:
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:
13 / STKR / Schedule 14A
|
|
2003 PROXY STATEMENT
|
Examiner
Name Approved C P M R.A. |
No. 04‑2114473 The Commonwealth of Massachusetts William Francis Galvin Secretary of the Commonwealth
One Ashburton Place, Boston,
Massachusetts 02108-1512
ARTICLES OF AMENDMENT (General Laws, Chapter 156B, Section 72) We, Mark W. Blodgett , *President, and Francis J. O'Brien , *Clerk of
STOCKERYALE, INC.
,
(Exact
name of corporation)
located at
2 OLIVER STREET, BOSTON, MA 02109
,
(Street address of corporation in
Massachusetts)
certify that these Articles of Amendment affecting
articles numbered:
3
(Number those articles 1, 2, 3, 4,
5 and/or 6 being amended)
of the Articles of Organization were duly adopted at
a meeting held on October 6, 2003,
by vote of:
shares of
Common Stock
of
shares outstanding,
(type, class & series, if any)
shares of
of
shares outstanding,
(type, class & series, if any)
shares of
of
shares outstanding,
(type, class & series, if any)
1**being
at least a majority of each type, class or series outstanding and entitled to
vote thereon:
*Delete the inapplicable words. **Delete the inapplicable clause. 1For amendments adopted pursuant to Chapter 156B, Section 70. 2For amendments adopted pursuant to Chapter 156B, Section 71. Note: If the space provided under any article or item on this form is insufficient, additions shall be set forth on one side only of separate 8.5 x 11 sheets of paper with a left margin of at least 1 inch. Additions to more than one article may be made on a single sheet so long as each article requiring each addition is clearly indicated. |
14 / STKR / Schedule 14A |
|
2003 PROXY STATEMENT
|
To change the number of shares and the par value (if any) of any type, class or series of stock which the corporation is authorized to issue, fill in the following:
The total presently authorized is:
WITHOUT PAR VALUE STOCKS |
WITH PAR VALUE STOCKS |
|||
TYPE |
NUMBER OF SHARES |
TYPE |
NUMBER OF SHARES |
PAR VALUE |
Common: |
|
Common: |
100,000,000 |
$.001 |
|
|
|
|
|
Preferred: |
|
Preferred: |
|
|
|
|
|
|
|
Change the total authorized to:
WITHOUT PAR VALUE STOCKS |
WITH PAR VALUE STOCKS |
|||
TYPE |
NUMBER OF SHARES |
TYPE |
NUMBER OF SHARES |
PAR VALUE |
Common: |
|
Common: |
20,000,000 |
$.001 |
|
|
|
|
|
Preferred: |
|
Preferred: |
|
|
|
|
|
|
|
The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after
such filing, in which event the amendment will become effective on such later
date.
Later effective date:
.
SIGNED UNDER THE PENALTIES OF PERJURY, this day of
, 2003,
, *President,
,
*Clerk.
*Delete the inapplicable words.
15 / STKR / Schedule 14A |
|
2003 PROXY STATEMENT
|
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the
within Articles of Amendment and, the filing fee in the
amount of $ having
been paid, said articles are deemed to have been
filed with me this day of
20 .
Effective date:
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:
16 / STKR / Schedule 14A
|
|
2003 PROXY STATEMENT
|
Examiner
Name Approved C P M R.A. |
No. 04‑2114473 The Commonwealth of Massachusetts William Francis Galvin Secretary of the Commonwealth
One Ashburton Place, Boston,
Massachusetts 02108-1512
ARTICLES OF AMENDMENT (General Laws, Chapter 156B, Section 72) We, Mark W. Blodgett , *President, and Francis J. O'Brien , *Clerk of
STOCKERYALE, INC.
,
(Exact
name of corporation)
located at
2 OLIVER STREET, BOSTON, MA 02109
,
(Street address of corporation in
Massachusetts)
certify that these Articles of Amendment affecting
articles numbered:
3
(Number those articles 1, 2, 3, 4,
5 and/or 6 being amended)
of the Articles of Organization were duly adopted at
a meeting held on October 6, 2003,
by vote of:
shares of
Common Stock
of
shares outstanding,
(type, class & series, if any)
shares of
of
shares outstanding,
(type, class & series, if any)
shares of
of
shares outstanding,
(type, class & series, if any)
1**being
at least a majority of each type, class or series outstanding and entitled to
vote thereon:
*Delete the inapplicable words. **Delete the inapplicable clause. 1For amendments adopted pursuant to Chapter 156B, Section 70. 2For amendments adopted pursuant to Chapter 156B, Section 71. Note: If the space provided under any article or item on this form is insufficient, additions shall be set forth on one side only of separate 8.5 x 11 sheets of paper with a left margin of at least 1 inch. Additions to more than one article may be made on a single sheet so long as each article requiring each addition is clearly indicated. |
17 / STKR / Schedule 14A |
|
2003 PROXY STATEMENT
|
To change the number of shares and the par value (if any) of any type, class or series of stock which the corporation is authorized to issue, fill in the following:
The total presently authorized is:
WITHOUT PAR VALUE STOCKS |
WITH PAR VALUE STOCKS |
|||
TYPE |
NUMBER OF SHARES |
TYPE |
NUMBER OF SHARES |
PAR VALUE |
Common: |
|
Common: |
100,000,000 |
$.001 |
|
|
|
|
|
Preferred: |
|
Preferred: |
|
|
|
|
|
|
|
Change the total authorized to:
WITHOUT PAR VALUE STOCKS |
WITH PAR VALUE STOCKS |
|||
TYPE |
NUMBER OF SHARES |
TYPE |
NUMBER OF SHARES |
PAR VALUE |
Common: |
|
Common: |
14,285,714 |
$.001 |
|
|
|
|
|
Preferred: |
|
Preferred: |
|
|
|
|
|
|
|
The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after
such filing, in which event the amendment will become effective on such later
date.
Later effective date:
.
SIGNED UNDER THE PENALTIES OF PERJURY, this day of
, 2003,
, *President,
,
*Clerk.
*Delete the inapplicable words.
18 / STKR / Schedule 14A |
|
2003 PROXY STATEMENT
|
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the
within Articles of Amendment and, the filing fee in the
amount of $ having
been paid, said articles are deemed to have been
filed with me this day of
20 .
Effective date:
/s/ William Francis Galvin
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:
19 / Schedule 14A
|
END
|
2003 PROXY STATEMENT
|