-----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, I3Z08SnErVprJVl/XffAZZD5Q3Id8c7lQJZ/tou99dFkrx9UvWIOaQYi01hIgNy0 MqQuyoL7vrVgGBJ460lH0g== 0001193125-07-233462.txt : 20071102 0001193125-07-233462.hdr.sgml : 20071102 20071102115100 ACCESSION NUMBER: 0001193125-07-233462 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071029 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20071102 DATE AS OF CHANGE: 20071102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STOCKERYALE INC CENTRAL INDEX KEY: 0000094538 STANDARD INDUSTRIAL CLASSIFICATION: OPTICAL INSTRUMENTS & LENSES [3827] IRS NUMBER: 042114473 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27372 FILM NUMBER: 071209246 BUSINESS ADDRESS: STREET 1: 32 HAMPSHIRE ROAD CITY: SALEM STATE: NH ZIP: 03079 BUSINESS PHONE: 6038938778 MAIL ADDRESS: STREET 1: 32 HAMPSHIRE ROAD CITY: SALEM STATE: NH ZIP: 03079 FORMER COMPANY: FORMER CONFORMED NAME: STOCKER & YALE INC DATE OF NAME CHANGE: 19950623 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


FORM 8-K

 


CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 29, 2007

 


StockerYale, Inc.

(Exact Name of Registrant as Specified in its Charter)

 


 

Massachusetts   000-27372   04-2114473

(State or other jurisdiction

of incorporation)

  (Commission File No.)  

(IRS Employer

Identification No.)

 

32 Hampshire Road

Salem, New Hampshire

  03079
(Address of principal executive offices)   (Zip Code)

(603) 893-8778

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On October 29, 2007, the Board of Directors of StockerYale, Inc. (the “Company”), following a recommendation of the Governance, Nominating and Compensation Committee of the Board (the “GNC Committee”), elected Parviz Tayebati to the Board of Directors. The Board of Directors of the Company expects to appoint Mr. Tayebati to the GNC Committee.

In accordance with the Company’s Policy Regarding Compensation of Independent Directors, on November 5, 2007, the Company will grant to Mr. Tayebati an aggregate number of shares of common stock of the Company having an aggregate market value of $16,931.51, based upon the closing price per share of the common stock as reported on the Nasdaq Global Market on the date of grant. The shares of common stock shall be restricted, and the restrictions lapse as to 25% of the shares per annum on each of the first, second, third and fourth anniversaries of the date of grant. Restrictions lapse as to 100% of the shares upon the Company achieving positive cash flow from operations for two consecutive fiscal years.

On October 18, 2007, the Company acquired substantially all of the assets of Spectrode LLC (“Spectrode”) for an aggregate purchase price of $375,000, consisting of $100,000 in cash and a number of unregistered shares of the Company’s common stock with a total fair market value of $275,000. The Company issued 214,174 shares of common stock (the “Shares”) to Spectrode in connection with the acquisition, which number of Shares was calculated based on the average closing price per share of the Company’s common stock on the Nasdaq Global Market for the 10 trading day period ending on the trading day prior to the closing of the acquisition. In addition, the Company is required to pay to Spectrode a continuing royalty payment equal to 1% of sales revenue for lasers sold by the Company or any third party at any time after the closing using technology covered by a certain patent application of Spectrode. The obligation of the Company to make these royalty payments terminates (i) if one ore more U.S. or other patents are issued with respect to the technology, then upon the expiration of the last such patent to expire, or (ii) if no U.S. or other patents are issued with respect to the technology, then upon the twentieth anniversary of the closing of the acquisition.

Mr. Tayebati is the Sole Manager of Spectrode and currently owns 100% of the equity interests of Spectrode. The approximate dollar value of the amount of Mr. Tayebati’s interest in the sale of the Spectrode assets is $230,650, which includes the value of 134,075 of the Shares, which Shares Spectrode intends to distribute to Mr. Tayebati in November 2007. In addition, Mr. Tayebati is entitled to 60% of the royalty payment the Company is obligated to pay to Spectrode.

The Asset Purchase Agreement relating to the acquisition of the Spectrode assets by the Company provided that following the closing of the acquisition Mr. Tayebati would be elected to the Board of Directors of the Company, subject to the approval of the GNC Committee and the Board of Directors.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  StockerYale, Inc.

Date: November 2, 2007

 
  By:  

/s/ Marianne Molleur

    Marianne Molleur
    Senior Vice President and Chief Financial Officer
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