S-3

As filed with the U.S. Securities and Exchange Commission on January 6, 2005

Registration No. 333-             

U.S. 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 of incorporation or organization)	(I. R. S. Employer 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)

Richard P. Lindsay

Executive Vice President, Chief Financial Officer and Treasurer

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)

With a copy to:

Thomas B. Rosedale, Esq.

Browne Rosedale & Lanouette LLP

31 St. James Avenue

Boston, Massachusetts 02116

(617) 399-6931

Approximate date of commencement of proposed sale to the public:  As soon as possible after the registration statement becomes effective.

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, please 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

TITLE OF SHARES TO BE REGISTERED	AMOUNT TO BE REGISTERED		PROPOSED MAXIMUM OFFERING PRICE PER SHARE(2)		PROPOSED MAXIMUM AGGREGATE OFFERING PRICE(2)		AMOUNT OF REGISTRATION FEE
Common Stock, $0.001 par value per share	1,150,482	(1)	$	1.26	$	1,449,608	$	171

(1) The Registrant has completed a private placement to selected qualified purchasers of units consisting of the Registrant’s Secured Convertible Notes and Warrants to purchase shares of the Registrant’s Common Stock (the “Private Placement”). The Registrant is registering for resale: (i) 960,482 shares of the Registrant’s Common Stock, $0.001 par value per share, based upon the Registrant’s estimate of the number of shares of Common Stock issuable upon conversion of principal and interest under the Secured Convertible Notes and (ii) 190,000 shares of Common Stock issuable upon exercise of the Warrants. Pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of Common Stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions affecting the shares to be offered by the selling shareholders.

(2) Estimated solely for the purpose of calculating the registration fee and based on the average of the high and low prices of the Common Stock on the Nasdaq National Market on January 5, 2005 in accordance with Rule 457(c) under the Securities Act of 1933, as amended.

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 said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and the selling stockholders are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated January 6, 2005

PROSPECTUS

StockerYale, Inc.

1,150,482 Shares of Common Stock, $0.001 par value per share

StockerYale, Inc. has completed a private placement to selected qualified purchasers of units consisting of Secured Convertible Notes and Warrants to purchase shares of our Common Stock (the “Private Placement” or the “Private Placement Financing”). This prospectus relates to resales from time to time of:

• 960,482 shares of the our Common Stock, $0.001 par value per share, issuable upon conversion of principal under the Secured Convertible Notes issued to the purchasers in the Private Placement, including our estimate of the maximum number of shares issuable as a result of the conversion of accrued interest under the Secured Convertible Notes; and

• 190,000 shares of our Common Stock issuable upon exercise of the Warrants issued to the purchasers in the Private Placement.

All of the shares being offered by this prospectus are being offered by the selling shareholders named in this prospectus. This offering is not being underwritten. We will not receive any proceeds from the sale of the shares of our Common Stock in this offering. Upon any exercise of the Warrants by payment of cash, however, we will receive the exercise price of the Warrants, which ranges from $1.38 to $1.71 per share for the Warrants issued to the purchasers in the Private Placement. The selling shareholders identified in this prospectus, or their pledgees, donees, transferees or other successors-in-interest, may offer the shares of Common Stock or interests therein from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices.

Our Common Stock is traded on the Nasdaq National Market under the symbol “STKR.” On January 5, 2005, the closing sale price of our Common Stock on the Nasdaq National Market was $1.23 per share. You are urged to obtain current market quotations for the Common Stock.

INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISKS. SEE “ RISK FACTORS” BEGINNING ON PAGE 3.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is ____________, 2005.

TABLE OF CONTENTS

	Page
Prospectus Summary	1
Risk Factors	3
Special Note Regarding Forward-Looking Information	7
Use Of Proceeds	7
Selling Stockholders	7
Plan Of Distribution	10
Legal Matters	12
Experts	12
Indemnification Of Officers And Directors	13
Where You Can Find More Information	14
Incorporation Of Certain Documents By Reference	14

ABOUT THIS PROSPECTUS

No person has been authorized to give any information or to make any representation other than those contained in this prospectus in connection with the offering made hereby, and if given or made, such information or representations must not be relied upon as having been authorized by StockerYale or any of the selling stockholders. 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 our affairs since the date hereof or that the information contained herein is correct as of any time subsequent to the date hereof. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities covered by this prospectus, nor does it constitute an offer to, or solicitation of, any person in any jurisdiction in which such offer or solicitation may not lawfully be made.

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PROSPECTUS SUMMARY

Our Business

This summary highlights important features of this offering and the information included or incorporated by reference in this prospectus. This summary does not contain all of the information that you should consider before investing in our Common Stock. You should read the entire prospectus carefully, especially the risks of investing in our Common Stock discussed under “Risk Factors.”

Overview

StockerYale, Inc. was incorporated on March 27, 1951 under the laws of the Commonwealth of Massachusetts. In December 1995, we completed the registration of our Common Stock with the U. S. Securities and Exchange Commission and our stock now trades on the Nasdaq National Market under the trading symbol “STKR”.

We are an independent designer and manufacturer of structured light lasers, light emitting diodes (“LEDs”), fiber optic, and fluorescent illumination technologies as well as specialty optical fiber, phase masks, and advanced optical sub-components for use in a wide range of markets and industries including the machine vision, telecommunications, aerospace, defense and security, utilities, industrial inspection, and medical markets.

Our principal executive offices are located at 32 Hampshire Road, Salem, New Hampshire 03079 and our telephone number is (603) 893-8778. Unless the context otherwise requires, the terms “StockerYale”, “the Company”, “we”, “us” and “our” refer to StockerYale, Inc.

The Offering

Common Stock offered by the selling stockholders	1,150,482 shares of Common Stock issuable upon conversion of certain secured convertible notes and common stock purchase warrants acquired in the Private Placement discussed under “The Private Placement” below.
Use of Proceeds	StockerYale will not receive any proceeds from the sale of shares in this offering. Upon any exercise of the Warrants by payment of cash, however, we will receive the exercise price of the Warrants which is $1.38 per share for 100,000 shares of Common Stock subject to the Warrants, $1.60 per share for 66,000 shares of Common Stock subject to the Warrants and $1.71 per share for 24,000 shares of Common Stock subject to the Warrants. To the extent we receive cash upon any exercise of the Warrants, we expect to use that cash for general working capital purposes.
Nasdaq National Market symbol for the Common Stock	STKR

All of the shares being offered by this prospectus are being offered by the selling stockholders listed herein under “Selling Stockholders” below. The selling stockholders identified in this prospectus, or their pledges, donees, transferees or other successors-in-interest, may offer the shares or interests therein from

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time to time through public or private transactions 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, as described in greater detail under “Plan of Distribution” below.

The Private Placement

On December 7, 2004 and December 8, 2004, in the Private Placement Financing we issued secured convertible notes due December 7, 2011 and December 8, 2011, respectively (the “Notes”), in the aggregate principal amount of $1,000,000 and warrants to purchase up to an aggregate of 190,000 shares of Common Stock (the “Warrants”). StockerYale plans to use the proceeds from the Private Placement Financing for general working capital purposes. The Notes and Warrants were issued to two institutional investors, the Laurus Master Fund, Ltd and Smithfield Fiduciary, LLC. The Notes accrue interest at a rate of 2% above the prime rate, subject to a minimum interest rate of 6.0%. Each Note is convertible into Common Stock at a conversion price of $1.10 per share, subject to adjustment, at any time at the election of the holder prior to the maturity thereof (or thereafter during an event of default). In addition, subject to certain conditions, in lieu of cash repayment, we may elect to repay the principal of each Note and the interest thereon in shares of Common Stock at a conversion price of $1.10 per share, subject to adjustment.

The Warrants issued in the Private Placement Financing, each of which expires seven years after the date of issuance thereof, are exercisable for, in the aggregate, 100,000 shares of Common Stock at $1.38 per share, 66,000 shares of Common Stock at $1.60 per share, and 24,000 shares of Common Stock at $1.71 per share although each exercise price is subject to adjustment.

We are registering the Common Stock covered by this prospectus primarily in order to fulfill our contractual obligations to the selling stockholders pursuant to a Registration Rights Agreement executed in connection with the Private Placement Financing. Registration of the shares of Common Stock covered by this prospectus does not necessarily mean that all or any portion of such shares will be offered for sale by the selling stockholders.

Recent Developments

On November 9, 2004, we announced that we had reached a non-binding agreement in principle to acquire Navitar, Inc., a Rochester, New York based company (“Navitar”). Navitar is a manufacturer and supplier of superior quality optical lens systems and complete customized optical solutions for the machine vision and biomedical diagnostics industries. In addition, at the time the proposed acquisition was originally announced, The Eureka Interactive Fund Limited (“Eureka”) committed to purchase from us up to $10.0 million of senior secured promissory notes to help finance the proposed acquisition of Navitar (the “Financing Commitment”). In consideration for the Financing Commitment, we issued to Eureka warrants to purchase 6,000,000 shares of our Common Stock. On December 23, 2004, we announced that we were discontinuing our efforts towards a definitive agreement to acquire Navitar. As a result of the termination of our efforts to complete the acquisition of Navitar, the Financing Commitment and the common stock warrants issued to Eureka automatically terminated by their respective terms.

On November 9, 2004, we received a “Wells Notice” from the Staff of the Securities and Exchange Commission (“SEC”) relating to disclosures contained in press releases that we issued on April 19, 2004 and April 21, 2004. The Wells Notice stated that the Staff of the SEC intends to recommend that a civil action be brought against us and Mark W. Blodgett, our Chairman and Chief Executive Officer, alleging violations of Section 17(a) of the Securities Act of 1933, as amended (the “Securities Act”), Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 thereunder. Under the SEC’s procedure, we will have an opportunity to respond to the Staff’s recommendation before the SEC initiates a civil action. We have been cooperating in the Staff’s investigation and we intend to respond promptly to the Wells Notice. In our response, we intend to vigorously defend our actions. There can be no assurance that this matter will be resolved in a manner favorable to us or Mr. Blodgett or that the ultimate impact on StockerYale will not be material.

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On December 7 and December 8, 2004, we completed the Private Placement Financing discussed in greater detail under “The Private Placement Financing” above. In addition, on December 8 through December 13, 2004, we completed a private placement of 2,924,546 shares of Common Stock at $1.10 per share with existing institutional stockholders and several of our directors and officers. These investors were also issued warrants entitling them to purchase an aggregate of 731,137 shares of Common Stock at $1.38 per share, which warrants are exercisable over five years. Lawrence Blodgett, a member of our Board of Directors, Raymond Oglethorpe, a member of our Board of Directors, Mark Blodgett, our Chief Executive Officer and a member of our Board of Directors, and Ricardo Diaz, our Chief Operating Officer, invested in the private placement of Common Stock and warrants.

RISK FACTORS

You should carefully consider the risks described below before making an investment decision. Our business could be harmed by any of these risks. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment. In assessing these risks, you should also refer to the other information contained or incorporated by reference in this prospectus, including our consolidated financial statements and related notes.

We have a history of losses and may never achieve or sustain profitability and may not continue as a going concern.

We have experienced operating losses over the last several years and may continue to incur losses and negative operating cash flows. We cannot predict the size or duration of any future losses. These operating losses have historically been financed through debt financings or by the sale of equity by us. The audit report from Vitale, Caturano & Company Ltd., our independent auditors, relating to our fiscal year 2003 financial statements contains Vitale Caturano’s opinion that our recurring losses from operations, need to obtain additional financing and negative working capital position raise substantial doubt about our ability to continue as a going concern. We anticipate that we will continue to incur net losses in the future. As a result, we can give no assurance that we will achieve profitability or be capable of sustaining profitable operations. If we are unable to reach and sustain profitability, we risk depleting our working capital balances and our business may not continue as a going concern.

We may not be able to continue as a going concern and our ability to continue as a going concern may be dependent on raising additional capital, which we may not be able to do on favorable terms, or at all.

In our quarterly report on Form 10-Q for the quarter ended September 30, 2004, we reported cash and cash equivalents of approximately $1.2 million. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis, to comply with the terms and covenants of our financing agreements, to obtain additional financing or refinancing as may be required, and ultimately to operate on a profitable basis. During the third quarter of 2003, we issued a Convertible Note in the amount of $2,500,000 to an institutional investor, negotiated new terms and conditions for our credit facility with Merrill Lynch Business Financial Services and amended our credit agreements with National Bank of Canada and TJJ Corporation. During the first quarter of 2004, we closed a private placement of a convertible note with total net proceeds of $6.1 million and used the proceeds to retire the outstanding TJJ Corporation term note of $4.4 million and to provide additional working capital. On June 10, 2004, we completed a private placement of secured convertible notes with total net proceeds of $5.2 million with two current institutional investors and used the proceeds to retire our $3.4 million credit facility with Merrill Lynch Business Financial Services and to provide additional working capital. In December 2004, we completed a private placement of secured convertible notes and warrants with two existing institutional investors with total gross proceeds of approximately $1.0 million, as well as a private placement of our Common Stock with certain existing institutional investors and several of our officers and directors with total gross proceeds of approximately $3.3 million. We plan to use the proceeds from both of the December 2004 private placements for general working capital purposes. We are also pursuing several additional financing options, including: additional equity and/or debt financing and the sale of real estate. There can be no

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assurance that additional financing will be available on favorable terms, or at all. In addition, even if we find outside funding sources, we may be required to issue securities with greater rights than those currently possessed by holders of our common stock. We may also be required to take other actions that may lessen the value of our common stock or dilute our common stockholders, including borrowing money on terms that are not favorable to us or issuing additional equity securities. If we experience difficulties raising money in the future, our business and liquidity will be materially adversely affected.

We may be unable to fund the initiatives required to achieve our business strategy.

In 2002, we began to focus our resources on opportunities that would result in near-term revenue and simultaneously reduced our operating expenses by 40% on an annualized basis. In 2003 and 2004, we continued to reduce costs and we are currently evaluating the restructuring of our product lines. This restructuring could impact several product lines. While we believe these efforts will assist us in improving our financial condition, we can give no assurances as to whether our cost reduction and product restructuring efforts will be successful. If our cost reduction strategies and efforts to raise additional capital are unsuccessful, we may be unable to fund our operations.

We could be subject to fines, penalties or other sanctions as a result of an investigation of us and our Chairman and Chief Executive Officer by the Securities and Exchange Commission.

On November 9, 2004, we received a “Wells Notice” from the Staff of the Securities and Exchange Commission (“SEC”) relating to certain disclosures contained in press releases that we issued on April 19, 2004 and April 21, 2004. The Wells Notice states that the Staff of the SEC intends to recommend that a civil action be brought against us and Mark W. Blodgett, our Chairman and Chief Executive Officer, alleging violations of Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. Under the SEC’s procedures, we will have an opportunity to respond to the Staff’s recommendation before the SEC initiates a civil action. We have been cooperating in the Staff’s investigation and intend to respond promptly to the Wells Notice. In our response, we intend to vigorously defend our actions.

We cannot predict the scope, timing or other outcome of the investigation or civil actions, if any, and other matters referred to herein, which may result in the imposition of fines and penalties, which may be significant, and other remedies and sanctions, any of which could have a material adverse effect on us, including on the ability to obtain financing, on our stock price, on the ability to attract or retain key employees, and on the ability to attract or retain customers. We cannot predict what impact, if any, these matters may have on our business, financial condition, results of operations and cash flow.

Our quarterly financial results are likely to be volatile.

The implementation of our new business strategy makes prediction of future revenues difficult. We believe that our ability to accurately forecast revenues from sales of our products is also limited because of the development and sales cycles. This makes it difficult to predict the quarter in which sales will occur.

Our expense levels are based, in part, on our expectations regarding future revenues, and our expenses are generally fixed, particularly in the short term. We may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall. Any significant shortfall of revenues in relation to our expectations could cause significant declines in our quarterly operating results.

Our operating results have varied on a quarterly basis during our operating history and are likely to fluctuate significantly in the future. Our operating results may be below the expectations of our investors as a result of a variety of factors, many of which are outside of our control. Accordingly, we believe that quarter-to-quarter comparisons of our operating results are not necessarily meaningful. Investors should not rely on the results of one quarter as an indication of our future performance.

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An impairment of goodwill and/or long-lived assets could affect net income.

We record goodwill on our balance sheet as a result of business combinations consummated in prior years. We have also made a significant investment in long-lived assets. In accordance with applicable accounting standards, we periodically assess the value of both goodwill and long-lived assets in light of current circumstances to determine whether an impairment has occurred. If an impairment should occur, we would reduce the carrying amount to our fair market value and record an amount of that reduction as a non-cash charge to income, which could adversely affect our net income reported in that quarter in accordance with generally accepted accounting principles. We recorded a $1,570,000 impairment charge in the fourth quarter of 2002. We recorded impairment charges of $605,000 and $1,300,000 in the third and fourth quarters of 2003, respectively. Through the quarter ended September 30, 2004, we did not record any impairment charges in 2004. At this time, we cannot definitively state whether an impairment will occur, and if so, the timing or the extent of any such impairment.

Failure to comply with credit facility covenants may result in an acceleration of substantial indebtedness.

Our indebtedness requires us to comply with various financial and other operating covenants, including covenants to make timely payments of principal and interest. Failure to comply with these covenants, without obtaining a waiver from the lender, would permit the lender to accelerate the repayment of all amounts outstanding under the indebtedness. Such an acceleration would have a material adverse effect on our liquidity, financial condition and results of operation.

Our stock price has been volatile and we may be subject to litigation due to the volatility of our stock price.

Our Common Stock has experienced significant price and volume fluctuations in recent years. The closing price per share has fluctuated from a low of $0.62 on August 18, 2003 to a high of $4.15 on April 19, 2004. On January 5, 2005, the closing stock price was $1.23. These fluctuations often have no direct relationship to our operating performance and there can be no assurance that our stock will continue to trade at the current price level. The market price for our Common Stock may continue to be subject to wide fluctuations in response to a variety of factors, some of which are beyond our control.

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 or other litigation or investigations. In light of the fluctuations in our stock price, it is possible that we may be the subject of a 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.

The loss of key personnel or the inability to recruit additional personnel may harm our business.

We are highly dependent on our senior and middle management as well as our technical and research personnel. In particular, the loss of Mark W. Blodgett, the Chairman and Chief Executive Officer, or other key personnel, 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.

Our Common Stock price may be negatively impacted if it is delisted from the Nasdaq National Market.

For continued inclusion on the Nasdaq National Market, our Common Stock must meet certain tests, including a minimum bid price of $1.00 per share. On September 17, 2003, we received a delisting notice from Nasdaq stating that if we did not meet the $1.00 minimum bid price for ten consecutive days, our Common Stock would be delisted from The Nasdaq National Market as of September 26, 2003. On

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September 23, 2003, we received notice from The Nasdaq National Market that it had rescinded our letter of September 17, 2003 and that we had regained compliance with Marketplace Rule 4450(a)(5). We have remained in compliance with the Nasdaq National Market listing requirements through January 5, 2005; however, there can be no assurances that we will continue to meet the listing requirements of the Nasdaq National Market in the future. A delisting of our Common Stock from the Nasdaq National Market could materially reduce the liquidity of our Common Stock and result in a corresponding material reduction in the price of our Common Stock. In addition, any such delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by suppliers, customers and employees.

A small number of affiliated stockholders control more than 10% of our stock.

Our executive officers and directors as a group own or control approximately thirteen percent (13%) of our Common Stock. Accordingly, these persons have the ability to influence our Board of Directors and, therefore, our business, policies, executive compensation and affairs.

We depend on a limited number of suppliers and 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. This reliance on a sole or limited number of suppliers could result in delivery problems and reduced control over product pricing and quality.

We have many competitors in our field and our technologies may not remain competitive.

We participate 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. 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. Many of our competitors have greater capabilities, experience and financial resources than us. Competition is intense and is expected to increase as new products enter the market and new technologies become available.

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. There can be no assurance that our revenue from key customers will not decline in future periods.

Difficulties presented by international economic, political, legal, accounting and business factors could harm our business in international markets.

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.

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SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

This prospectus includes and incorporates 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. All statements, other than statements of historical facts, included or incorporated in this prospectus regarding our strategy, future operations, financial position, future revenues, projected costs, prospects, plans and objectives of management are forward-looking statements. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We cannot guarantee that we actually will achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included or incorporated in this prospectus, particularly under the heading “Risk Factors,” that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make. Except as otherwise required by law, we do not assume any obligation to update any forward-looking statements.

USE OF PROCEEDS

We will not receive any proceeds from the sale by the selling stockholders of any shares of Common Stock covered by this prospectus. The selling stockholders will receive all of the proceeds from any sales of such shares. The selling stockholders will pay any underwriting discounts and commissions and expenses incurred by the selling stockholders for brokerage, accounting, tax or legal services or any other expenses incurred by the selling stockholders in disposing of such shares. We will bear all other costs, fees and expenses incurred in effecting the registration of the shares covered by this prospectus, including, without limitation, all registration and filing fees, Nasdaq listing fees and filing fees, and fees and expenses of our counsel and our accountants.

A portion of the shares covered by this prospectus are, prior to their resale pursuant to this prospectus, issuable upon exercise of the Warrants. The exercise price for the Warrants may be paid by means of an exchange of such Warrant, shares of Common Sock and/or shares of Common Stock receivable upon exercise of the Warrants, each also known as a “cashless exercise”. However, the exercise price for the Warrants may also be paid in cash, in which case, we will receive such exercise price, which is $1.38 per share for 100,000 shares of Common Stock subject to the Warrants, $1.60 per share for 66,000 shares of Common Stock subject to the Warrants and $1.71 per share for 24,000 shares of Common Stock subject to the Warrants. To the extent we receive cash upon any exercise of the Warrants, we expect to use that cash for general working capital purposes.

SELLING STOCKHOLDERS

The shares of Common Stock that may be offered for sale from time to time by the Selling Stockholders listed below consist of 1,150,482 shares of Common Stock issuable upon conversion of the Notes and upon exercise of the Warrants. The Notes and Warrants were originally issued to the Selling Stockholders in connection with the Private Placement Financing.

The actual number of shares of Common Stock covered by this prospectus, and included in the registration statement of which this prospectus is a part, includes additional shares of Common Stock that may be issued as a result of stock splits, stock dividends, reclassifications, recapitalizations, combinations or similar events.

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We entered into a registration rights agreement (the “Registration Rights Agreement”) with the selling stockholders in connection with the Private Placement Financing. In the Registration Rights Agreement, we undertook to file this registration statement, of which this prospectus is a part, to register the shares of Common Stock issuable upon conversion of the Notes and upon exercise of the Warrants for resale or other disposal from time to time by the selling stockholders. In addition, we have agreed to use commercially reasonable efforts to keep such registration statement continuously in effect under the Securities Act until the earliest of the date upon which (i) all shares covered by this prospectus have been sold, (ii) all such shares may be sold pursuant to Rule 144(k) of the Securities Act, (iii) four years after the closing of the Private Placement Financing or (iv) six months after the latest exercise period of the Warrants. The Registration Rights Agreement includes indemnification arrangements with the selling stockholders.

Based on information provided to us by the selling stockholders, the following table sets forth certain information regarding the selling stockholders named below as of December 31, 2004, including: (i) the name of each selling stockholder, (ii) the number of shares of Common Stock beneficially owned by each selling stockholder, (iii) the maximum number of shares of Common Stock which the selling stockholders can sell pursuant to this prospectus, and (iv) the number and percentage of shares of Common Stock that the selling stockholders would own if they sold all their shares which they may sell pursuant to this prospectus. The percentage ownership shown in the table is based on a total of 28,581,715 shares of Common Stock outstanding as of December 31, 2004. Unless otherwise indicated below, to our knowledge, each selling stockholder named in the table below has sole voting and investment power with respect to all shares of Common Stock shown below as beneficially owned by such stockholder. The inclusion of any shares in this table does not constitute an admission of beneficial ownership by the selling stockholders named below.

For purposes of the following table, beneficial ownership is determined in accordance with the rules promulgated by the Securities and Exchange Commission and the information is not necessarily indicative of beneficial ownership for any other purpose. We believe that each entity named in the table has sole voting and investment power with respect to all shares of our Common Stock shown as beneficially owned by them. Under such rules, shares of our Common Stock issuable under warrants or other convertible securities that are currently exercisable or convertible, or exercisable or convertible within 60 days after December 31, 2004 (“Presently Exercisable Options”), are deemed outstanding and are included in the number of shares beneficially owned by a party named in the table and are used to compute the percentage ownership of that party.

To our knowledge, neither selling stockholder, nor any of their affiliates, has held any position or office or has had any material relationship with us or any of our predecessors or affiliates during the three years prior to the date of this prospectus other than being an existing investor in debt and equity securities of the Company at the time of the Private Placement Financing.

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	Number of Shares of Common Stock Beneficially Owned Prior to Offering (1)	Number of Shares of Common Stock Being Offered (1)	Shares of Common Stock Beneficially Owned After the Offering (2)
Name of Selling Stockholder			Number	Percent
Laurus Master Fund, Ltd. (3)	6,228,572	549,545	5,679,027	16.58	%
Smithfield Fiduciary, LLC (3)	1,349,846	549,545	800,301	2.72	%

(1) Does not include the shares potentially issuable to each selling shareholder as a result of the conversion of accrued interest on the Notes.

(2) We do not know when or in what amounts a selling stockholder may dispose of the shares or interests therein. The selling stockholders may choose not to dispose of any or all of the shares offered by this prospectus. Because the selling stockholders may offer all or some of the shares or interests therein pursuant to this offering, and because, to our knowledge, there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares, we cannot estimate the number of the shares that will be held by the selling stockholders after completion of the offering. However, for purposes of this table, we have assumed that, after completion of the offering, none of the shares covered by this prospectus will be held by the selling stockholders.

(3) Includes 480,241 shares of Common Stock issuable upon conversion of the Note in the original principal amount of $500,000 held by such selling stockholder and 95,000 shares of Common Stock issuable upon conversion of the Warrant held by such selling stockholder.

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PLAN OF DISTRIBUTION

We are registering the shares of Common Stock issuable upon conversion of the Notes and upon exercise of the Warrants on behalf of the selling stockholders for sale from time to time by the selling stockholders for their own accounts. We will not receive any proceeds from the sale of such shares of Common Stock by the selling stockholders.

The shares of Common Stock covered by this prospectus may be sold from time to time by the selling stockholders. Persons who are pledgees, donees, transferees, or any successors in interest of the selling stockholders who receive the shares of Common Stock covered by this prospectus from a selling stockholder as a gift, pledge, distribution or other non-sale related transfer after the date of this prospectus may also use this prospectus and are included when we refer to “selling stockholders” in 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 shares of Common Stock covered by this prospectus that are owned by them. The pledgees, secured parties or persons to whom such shares have been hypothecated will, upon foreclosure in the event of default, be deemed to be selling stockholders. The number of a selling stockholder’s shares offered under this prospectus will decrease as and when it takes such actions. The plan of distribution for that selling stockholder’s shares will otherwise remain unchanged. In addition, a selling stockholder may, from time to time, sell the shares short, and, in those instances, this prospectus may be delivered in connection with the short sales and the shares offered under this prospectus may be used to cover short sales.

Sales by selling stockholders may be effected on the Nasdaq National Market, any other stock exchange or automated interdealer quotation system on which the securities are listed, in the over-the-counter market. The shares offered by each selling stockholder may be sold 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. Each selling stockholder may sell the securities by one or more of the following methods, without limitation:

• 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;

• purchases by a broker or dealer as principal and resale by the broker or dealer for its own account pursuant to this prospectus;

• an exchange distribution in accordance with the rules of any stock exchange on which the securities are listed;

• ordinary brokerage transactions and transactions in which the broker solicits purchases;

• privately negotiated transactions;

• through the writing of options on the securities, whether the options are listed on an options exchange;

• through the distribution of the securities by any selling stockholder to its partners, members or stockholders;

• one or more underwritten offerings on a firm commitment or best efforts basis; and

• through other means.

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 shares of Common Stock covered by this prospectus. 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 shares at a stipulated price per share. If the broker-dealer is unable to sell the shares acting as agent for a selling stockholder, it may purchase as principal any unsold shares at the stipulated price. Broker-dealers who acquire shares as principals may thereafter resell the shares from time to time in transactions in any stock exchange or automated interdealer quotation system on which the shares 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

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transactions. Broker-dealers may use block transactions and sales to and through broker-dealers, including transactions of the nature described above. The selling stockholders may also sell the shares in accordance with Rule 144 under the Securities Act, provided they meet the criteria and conform to the requirements of Rule 144, rather than pursuant to this prospectus, regardless of whether the shares are covered by this prospectus.

The selling stockholders may be, and any underwriters, brokers, dealers or agents that participate in the distribution of the shares are, deemed to be “underwriters” within the meaning of the Securities Act, and any discounts, concessions, commissions or fees received by them and any profit on the resale of the shares 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 shares in the course of hedging the positions they assume with that selling stockholder, including, without limitation, in connection with distributions of the shares by those broker-dealers. A selling stockholder may enter into option or other transactions with broker-dealers that involve the delivery of the shares offered hereby to the broker-dealers, who may then resell or otherwise transfer those shares. A selling stockholder may also loan or pledge the shares offered hereby to a broker-dealer and the broker-dealer may sell the shares offered hereby so loaned or upon a default may sell or otherwise transfer the pledged shares offered hereby.

The selling stockholders and other persons participating in the sale or distribution of the shares will be subject to applicable provisions of the Exchange Act and the related rules and regulations adopted by the SEC, including Regulation M. This regulation may limit the timing of purchases and sales of any of the shares by the selling stockholders and any other person. The anti-manipulation rules under the Exchange Act may apply to sales of shares 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 shares to engage in market-making activities with respect to the particular shares being distributed for a period of up to five business days before the distribution. These restrictions may affect the marketability of the shares and the ability of any person or entity to engage in market-making activities with respect to the shares.

We cannot assure you that the selling stockholders will sell all or any portion of the shares offered hereby. We will supply the selling stockholders and any stock exchange upon which the shares are listed with reasonable quantities of copies of this prospectus. To the extent required by the Securities Act in connection with any resale or redistribution by a selling stockholder, we will file a prospectus supplement setting forth:

• the aggregate number of shares to be sold;

• the purchase price;

• the public offering price;

• if applicable, the names of any underwriter, agent or broker-dealer; and

• any applicable commissions, discounts, concessions, fees or other items constituting compensation to underwriters, agents or broker-dealers with respect to the particular transaction (which may exceed customary commissions or compensation).

If a selling stockholder notifies us that a material arrangement has been entered into with a broker-dealer for the sale of shares through a block trade, special offering, exchange, distribution or secondary distribution or a purchase by a broker or dealer, the prospectus supplement will include any other facts that are material to the transaction. If applicable, this may include a statement to the effect that the participating broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus.

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The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares against liabilities, including liabilities arising under the Securities Act. We have agreed to indemnify the named selling stockholders and the named selling stockholders have agreed to indemnify us against certain liabilities in connection with the offering of the shares, including liabilities arising under the Securities Act.

The selling stockholders will pay any underwriting discounts and commissions and expenses incurred for brokerage, accounting, tax or legal services or any other expenses incurred by the selling stockholders in disposing of the shares. We will bear all other reasonable costs, fees and expenses incurred in effecting the registration of the shares covered by this prospectus, including, without limitation, all registration and filing fees, all national shares exchange or automated quotation system application and filing fees, blue sky registration and filing fees, and fees and expenses of our counsel and our accountants.

EquiServe L.P. serves as transfer agent and registrar for our Common Stock.

LEGAL MATTERS

The validity of the shares offered hereby has been passed upon by Browne Rosedale & Lanouette LLP.

EXPERTS

The consolidated financial statements and financial statement schedules in Item 15a(2) as of and for the years ended December 31, 2003 and 2002, incorporated in this prospectus by reference from StockerYale’s Annual Report on Form 10-K/A filed on October 22, 2004 for the year ended December 31, 2003, have been audited by Vitale, Caturano & Co., Ltd., an independent registered public accounting firm, as stated in their report (which reports express an unqualified opinion and includes explanatory paragraphs relating to (1) the substantial doubt with respect to StockerYale’s ability to continue as a going concern (2) the change in 2002 in the method of accounting for goodwill and intangible assets, and (3) the application of procedures relating to certain disclosures of financial statement amounts related to the 2001 financial statements that were audited by other auditors who have ceased operations and for which Vitale, Caturano & Co., Ltd. has expressed no opinion or other form of assurance other than with respect to such disclosures), which is incorporated herein by reference, and has been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

Arthur Andersen LLP, independent auditors, have audited our consolidated financial statements and financial statement schedule included in our Annual Report on Form 10-K for the year ended December 31, 2001, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements and financial statement schedule are incorporated by reference in reliance on Arthur Andersen LLP’s report, given on their authority as experts in accounting and auditing. We dismissed Arthur Andersen as our independent public accountants, effective July 25, 2002. After reasonable efforts, we have been unable to obtain Arthur Andersen’s written consent to the incorporation by reference into this prospectus and the registration statement of Arthur Andersen’s audit reports ;with respect to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2001. Under these circumstances, Rule 437a under the Securities Act permits us to file this prospectus and the registration statement without a written consent from Arthur Andersen. As a result, with respect to transactions in our securities pursuant to this prospectus that occur subsequent to the date this prospectus is filed with the Securities and Exchange Commission, Arthur Andersen will not have any liability under Section 11(a) of the Securities Act for any untrue statement of a material fact contained in the financial statements audited by Arthur Andersen or any omissions of a material fact required to be stated therein. Accordingly, you would be unable to assert a claim against Arthur Andersen under Section 11(a) of the Securities Act.

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INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 8.52 of Chapter 156D of the Massachusetts General Laws provides that a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding. Section 8.51 of Chapter 156D of the Massachusetts General Laws provides that a corporation may indemnify a director against liability if:

(1) (i)      He conducted himself in good faith; and

(ii) he reasonably believed that his conduct was in the best interests of the corporation or that his conduct was at least not opposed to the best interests of the corporation; and

(iii) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful; or

(2) he engaged in conduct for which he shall not be liable under a provision of the corporation’s articles of organization authorized by Section 2.02(b)(4) of Chapter 156D of the Massachusetts General Laws.

Section 8.56 of Chapter 156D of the Massachusetts General Laws provides that a corporation may indemnify and advance expenses to an officer of the corporation who is a party to a proceeding because he is an officer of the corporation:

(1) to the same extent as a director; and

(2) if he is an officer but not a director, to such further extent as may be provided by the articles of organization, the bylaws, a resolution of the board of directors, or contract except for liability arising out of acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law.

Section 8.56 also provides that an officer of a corporation who is not a director is entitled to mandatory indemnification under Section 8.52, and that the officer may apply to a court for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance under those provisions.

Section 8.57 of the Massachusetts General Laws also affords a Massachusetts corporation the power to obtain insurance on behalf of its directors and officers against liabilities incurred by them in these capacities.

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 our director or officer. 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 our best interests 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 our right 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 any 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 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 ours.

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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.

Section 2.02(b)(4) of Chapter 156D of the Massachusetts General Laws provides that the articles of organization of a corporation may state a provision eliminating or limiting the personal liability of a director to a corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided, however, that such provision shall not eliminate or limit the liability of a director (a) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (b) for acts or omission not in good faith or which involve intentional misconduct or a knowing violation of law, (c) for improper distributions to shareholders, or (d) for any transaction from which the director derived an improper personal benefit.

Our Amended and Restated Articles of Organization provide that no director of ours shall be personally liable to us or our stockholders for monetary damages for breach of the director’s fiduciary duties. This limitation of liability does not limit any director’s liability (i) for any breach of the director’s duty of loyalty to us or our 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 the director derived an improper personal benefit.

We currently carry a directors’ and officers’ liability insurance policy covering our directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and other reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any document we file at the Securities and Exchange Commission’s public reference room located at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the operation of such public reference room. You also can request copies of such documents, upon payment of a duplicating fee, by writing to the Securities and Exchange Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The Securities and Exchange Commission maintains a website that contains reports, proxy statements and other information regarding our company. The address of this website is http://www.sec.gov.

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission. The registration statement contains more information than this prospectus regarding us and our Common Stock, including certain exhibits and schedules. You can obtain a copy of the registration statement from the Securities and Exchange Commission at the address listed above or from the SEC’s Internet site.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Securities and Exchange Commission requires us to “incorporate by reference” into this prospectus certain information we file with them, which means that we can disclose important information to you by referring you to those documents. The information we incorporate herein by reference is

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considered to be part of this prospectus and information that we file later with the Securities and Exchange Commission automatically will update and supersede such information. We incorporate herein by reference the documents listed below and any future filings we make with the Securities and Exchange Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the termination of the offering of the securities covered by this prospectus, as amended:

(1) Our Annual Report on Form 10-K for the fiscal year ended December 31, 2003 as filed on March 30, 2004, as amended by our Annual Report on Form 10-K/A as filed on April 13, 2004 and as amended by our Annual Report on Form 10-K/A as filed on October 22, 2004;

(2) Our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2004, June 30, 2004 and September 30, 2004;

(3) Our Current Reports on Form 8-K dated January 8, 2004, February 3, 2004, February 25, 2004, April 7, 2004, June 10, 2004, August 10, 2004, August 26, 2004, November 5, 2004 (filed on November 12, 2004), November 9, 2004 (filed on November 9, 2004), November 9, 2004 (filed on November 15, 2004), December 6, 2004 (filed December 14, 2004), December 7, 2004 (filed December 13, 2004) and December 23, 2004;

(4) The description of our Common Stock contained in our Registration Statement on Form 8-A filed with the Securities and Exchange Commission, including any amendments or reports filed for the purpose of updating that description; and

(5) All of our filings pursuant to the Exchange Act after the date of filing the initial registration statement and prior to effectiveness of the registration statement.

We will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon written or oral request of such person, a copy of any or all of the documents incorporated herein by reference (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to StockerYale, Inc., 32 Hampshire Road, Salem, New Hampshire 03079, Attention: Investor Relations. The Investor Relations Department can be reached via telephone at (609) 870-8229 or via email at fpilon@stockeryale.com.

You should rely only on the information contained in this prospectus, including information incorporated by reference as described above, or any prospectus supplement or that we have specifically referred you to. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents or that any document incorporated by reference is accurate as of any date other than its filing date. You should not consider this prospectus to be an offer or solicitation relating to the securities in any jurisdiction in which such an offer or solicitation relating to the securities is not authorized. Furthermore, you should not consider this prospectus to be an offer or solicitation relating to the securities if the person making the offer or solicitation is not qualified to do so, or if it is unlawful for you to receive such an offer or solicitation.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth the various expenses to be incurred in connection with the sale and distribution of the securities being registered hereby, all of which will be borne by the Company (except any underwriting discounts and commissions and expenses incurred by the selling stockholder for brokerage, accounting, tax or legal services or any other expenses incurred by the selling stockholder in disposing of the shares). All amounts shown are estimates except the SEC registration fee.

Item	Amount
Filing Fee – Securities and Exchange Commission	$	171
Legal fees and expenses (including private placement of securities)		81,633
Accounting fees and expenses		10,000
Financing Commitment Fees		25,000
Miscellaneous fees and expenses		4,000
Total	$	120,804

Item 15. Indemnification of Directors and Officers.

Section 8.52 of Chapter 156D of the Massachusetts General Laws provides that a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding. Section 8.51 of Chapter 156D of the Massachusetts General Laws provides that a corporation may indemnify a director against liability if:

(1) (i)     He conducted himself in good faith; and

(ii) he reasonably believed that his conduct was in the best interests of the corporation or that his conduct was at least not opposed to the best interests of the corporation; and

(iii) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful; or

(2) he engaged in conduct for which he shall not be liable under a provision of the corporation’s articles of organization authorized by Section 2.02(b)(4) of Chapter 156D of the Massachusetts General Laws.

Section 8.56 of Chapter 156D of the Massachusetts General Laws provides that a corporation may indemnify and advance expenses to an officer of the corporation who is a party to a proceeding because he is an officer of the corporation:

(1) to the same extent as a director; and

(2) if he is an officer but not a director, to such further extent as may be provided by the articles of organization, the bylaws, a resolution of the board of directors, or contract except for liability arising out of acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law.

Section 8.56 also provides that an officer of a corporation who is not a director is entitled to mandatory indemnification under Section 8.52, and that the officer may apply to a court for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance under those provisions.

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Section 8.57 of the Massachusetts General Laws also affords a Massachusetts corporation the power to obtain insurance on behalf of its directors and officers against liabilities incurred by them in these capacities.

The Company’s By-laws provide that directors and officers of our company shall be indemnified by the Company 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 the Company’s By-laws, indemnification shall include payment by the Company 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 any 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 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 the Company is authorized to purchase and maintain liability insurance on behalf of any of its directors, officers, employees or agents, whether or not it would have power to indemnify him against such liability or cost.

Section 2.02(b)(4) of Chapter 156D of the Massachusetts General Laws provides that the articles of organization of a corporation may state a provision eliminating or limiting the personal liability of a director to a corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided, however, that such provision shall not eliminate or limit the liability of a director (a) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (b) for acts or omission not in good faith or which involve intentional misconduct or a knowing violation of law, (c) for improper distributions to shareholders, or (d) for any transaction from which the director derived an improper personal benefit.

The Company’s Amended and Restated Articles of Organization provide that no director of the Company shall be personally liable to the Company or its stockholders for monetary damages for breach of the director’s fiduciary duties. This limitation of liability does not limit any director’s liability (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 the director derived an improper personal benefit.

The Company currently carries a directors’ and officers’ liability insurance policy covering its directors and officers.

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Item 16. Exhibits

(a) EXHIBIT INDEX

Exhibit Number	Description of Document
4.2	Amended and Restated Articles of Organization of StockerYale, Inc., incorporated by reference to Exhibit 3.1 of StockerYale’s Form 10-KSB for the year ended December 31, 2000.
4.3	Amendment to the Amended and Restated Articles of Organization of StockerYale, Inc., incorporated by reference to Exhibit 3.1 of StockerYale’s Form 10-QSB for the quarter ended June 30, 2001.
4.4	Amended and Restated Bylaws of StockerYale, Inc., incorporated by reference to Exhibit 3.2 of StockerYale’s Form 10-SB, as amended, filed on November 2, 1995.
*5.1	Opinion of Browne Rosedale & Lanouette LLP.
10.1	Form of Securities Purchase Agreement, incorporated by reference to Exhibit 10.1 of StockerYale’s Form 8-K dated December 7, 2004 (File No. 000-27372).
10.2	Form of Registration Rights Agreement, incorporated by reference to Exhibit 10.2 of StockerYale’s Form 8-K dated December 7, 2004 (File No. 000-27372).
10.3	Form of Mortgage, incorporated by reference to Exhibit 10.3 of StockerYale’s Form 8-K dated December 7, 2004 (File No. 000-27372).
10.4	Form of Secured Convertible Note, incorporated by reference to Exhibit 10.4 of StockerYale’s Form 8-K dated December 7, 2004 (File No. 000-27372).
10.5	Form of Common Stock Purchase Warrant, incorporated by reference to Exhibit 10.5 of StockerYale’s Form 8-K dated December 7, 2004 (File No. 000-27372).
*23.1	Consent of Vitale Caturano & Co., Ltd.
*23.2	Notice regarding consent of Arthur Andersen LLP.
*23.3	Consent of Browne Rosedale & Lanouette LLP (included in Exhibit 5.1).
*24.1	Power of Attorney (included on signature page to this Registration Statement).

* Included herewith.

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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 of 1933;

(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 any 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 end of the estimated maximum offering range may be reflected in the form 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% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(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 pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, 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 shall be deemed 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 of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 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 of 1933 may be permitted to directors, officers and controlling persons of the registrant, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of such issue.

II-4

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 and State of New Hampshire on the 6th day of January 2005.

StockerYale, Inc.
By:	/s/ Richard P. Lindsay
	Richard P. Lindsay
	Chief Financial 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 Richard P. Lindsay, with full power of substitution, his or her true and lawful attorney with full power to him, 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 (including amendments pursuant to Rule 462), 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.

Signature	Title	Date
/s/ Mark W. Blodgett Mark W. Blodgett	President, Director and Chairman of the Board (Principal Executive Officer)	January 6, 2005
/s/ Richard P. Lindsay Richard P. Lindsay	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	January 6, 2005
/s/ Lawrence W. Blodgett Lawrence W. Blodgett.	Director	January 6, 2005
/s/ Patrick J. Zilvitis Patrick J. Zilvitis	Director	January 6, 2005
/s/ Steven E. Karol Steven E. Karol	Director	January 6, 2005
/s/ Raymond J. Oglethorpe Raymond J. Oglethorpe	Director	January 6, 2005
/s/ Dietmar Klenner Dietmar Klenner	Director	January 6, 2005
/s/ Mark Zupan Mark Zupan	Director	January 6, 2005

II-5

(a) EXHIBIT INDEX

Exhibit Number	Description of Document
4.2	Amended and Restated Articles of Organization of StockerYale, Inc., incorporated by reference to Exhibit 3.1 of StockerYale’s Form 10-KSB for the year ended December 31, 2000.
4.3	Amendment to the Amended and Restated Articles of Organization of StockerYale, Inc., incorporated by reference to Exhibit 3.1 of StockerYale’s Form 10-QSB for the quarter ended June 30, 2001.
4.4	Amended and Restated Bylaws of StockerYale, Inc., incorporated by reference to Exhibit 3.2 of StockerYale’s Form 10-SB, as amended, filed on November 2, 1995.
*5.1	Opinion of Browne Rosedale & Lanouette LLP.
10.1	Form of Securities Purchase Agreement, incorporated by reference to Exhibit 10.1 of StockerYale’s Form 8-K dated December 7, 2004 (File No. 000-27372).
10.2	Form of Registration Rights Agreement, incorporated by reference to Exhibit 10.2 of StockerYale’s Form 8-K dated December 7, 2004 (File No. 000-27372).
10.3	Form of Mortgage, incorporated by reference to Exhibit 10.3 of StockerYale’s Form 8-K dated December 7, 2004 (File No. 000-27372).
10.4	Form of Secured Convertible Note, incorporated by reference to Exhibit 10.4 of StockerYale’s Form 8-K dated December 7, 2004 (File No. 000-27372).
10.5	Form of Common Stock Purchase Warrant, incorporated by reference to Exhibit 10.5 of StockerYale’s Form 8-K dated December 7, 2004 (File No. 000-27372).
*23.1	Consent of Vitale Caturano & Co., Ltd.
*23.2	Notice regarding consent of Arthur Andersen LLP.
*23.3	Consent of Browne Rosedale & Lanouette LLP (included in Exhibit 5.1).
*24.1	Power of Attorney (included on signature page to this Registration Statement).

* Included herewith.

EX-5.1

Exhibit 5.1

BROWNE ROSEDALE & LANOUETTE LLP

31 St. James Avenue, Suite 850

Boston, Massachusetts 02116

January 6, 2005

StockerYale, Inc.

32 Hampshire Road

Salem, NH 03079

Ladies and Gentlemen:

This opinion is furnished to you in connection with a Registration Statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of an aggregate of 1,150,482 shares of Common Stock, $0.001 par value per share (the “Common Stock”), of StockerYale, Inc., a Massachusetts corporation (the “Company”), consisting of 960,482 shares of Common Stock issuable upon the conversion of Secured Convertible Notes (the “Note Shares”) and 190,000 shares of Common Stock issuable upon exercise of the Company’s Common Stock Purchase Warrants (the “Warrant Shares”), all of which Note Shares and Warrant Shares, if and when sold, will be sold by the selling shareholders named in the Registration Statement.

We have examined signed copies of the Registration Statement as filed with the Commission. We have also examined and relied upon minutes of meetings of the Board of Directors of the Company as provided to us by the Company, and the Articles of Incorporation and By-Laws of the Company, each as restated and/or amended to date, and such other documents as we have deemed necessary for purposes of rendering the opinions hereinafter set forth.

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents.

We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of the Commonwealth of Massachusetts and the federal laws of the United States of America. To the extent that any other laws govern the matters as to which we are opining herein, we have assumed that such laws are identical to the state laws of the Commonwealth of Massachusetts, and we are expressing no opinion herein as to whether such assumption is reasonable or correct.

Based upon and subject to the foregoing, we are of the opinion that the Note Shares and the Warrant Shares have been duly authorized, and when issued upon conversion of the Company’s Convertible Secured Notes and upon exercise of the Company’s Common Stock Purchase Warrants in accordance with the terms thereof, will be validly issued, fully paid and non-assessable.

It is understood that this opinion is to be used only in connection with the offer and sale of the Note Shares and the Warrant Shares while the Registration Statement is in effect and may not be used, quoted or relied upon for any other purpose nor may this opinion be furnished to, quoted to or relied upon by any other person or entity, for any purpose, without our prior written consent.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of this Firm’s name therein and in the related Prospectus under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Browne Rosedale & Lanouette LLP

Browne Rosedale & Lanouette LLP

EX-23.1

EXHIBIT 23. 1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement of StockerYale, Inc. on Form S-3 of our report dated October 8, 2004, relating to the consolidated financial statements and supplemental schedules in Item 15a(2) of StockerYale, Inc. as of and for the years ended December 31, 2003 and 2002 (which report expresses an unqualified opinion and includes explanatory paragraphs relating to (1) the substantial doubt with respect to the Company’s ability to continue as a going concern (2) the change in 2002 in the method of accounting for goodwill and intangible assets, and (3) the application of procedures relating to certain disclosures of financial statement amounts related to the 2001 financial statements that were audited by other auditors who have ceased operations and for which we have expressed no opinion or other form of assurance other than with respect to such disclosures) appearing in the Annual Report on Form 10-K of StockerYale, Inc. for the year ended December 31, 2003 and to the reference to us under the heading “Experts” in the Prospectus, which is part of such Registration Statement.

/s/ VITALE, CATURANO & COMPANY, LTD

VITALE, CATURANO & COMPANY, LTD

Boston, Massachusetts

January 6, 2005

EX-23.2

EXHIBIT 23.2

NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP

Section 11(a) of the Securities Act of 1933, as amended (the “Securities Act”), provides that if part of a registration statement at the time it becomes effective contains an untrue statement of material fact, or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, any person acquiring a security pursuant to such registration statement (unless it is proved that at the time of such acquisition such person knew of such untruth or omission) may assert a claim against, among others, an accountant who has consented to be named as having certified any part of the registration statement or as having prepared any report for use in connection with the registration statement.

StockerYale, Inc. (the “Company”) dismissed Arthur Andersen LLP (“Andersen”) as its independent auditors, effective July 25, 2002. After reasonable efforts, the Company has been unable to obtain Andersen’s written consent to the incorporation by reference into this registration statement (Form S-3) and related prospectus of Andersen’s audit reports with respect to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2001. Under these circumstances, Rule 437a under the Securities Act permits the Company to file this registration statement and related prospectus without a written a consent from Andersen. As a result, with respect to transactions in the Company’s securities pursuant to the registration statement that occur subsequent to the date this registration statement is filed with the Securities and Exchange Commission, Andersen will not have any liability under Section 11(a) of the Securities Act for any untrue statements of a material fact contained in the financial statements audited by Andersen or any omissions of a material fact required to be stated therein. Accordingly, you would be unable to assert a claim against Andersen under Section 11(a) of the Securities Act.