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0001144204-09-020042.txt : 20090410 0001144204-09-020042.hdr.sgml : 20090410 20090410162844 ACCESSION NUMBER: 0001144204-09-020042 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090406 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090410 DATE AS OF CHANGE: 20090410 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: 09745292 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 v145942_8-k.htm Unassociated Document

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): April 6, 2009

StockerYale, Inc.

(Exact name of registrant as specified in its charter)


Massachusetts (State or other jurisdiction of incorporation)		000-27372 (Commission File No.)		04-2114473 (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:

[ ] 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 6, 2009, StockerYale, Inc. (the “Company”) announced that it notified the Nasdaq Stock Market of its intent to voluntarily delist its common stock from The Nasdaq Capital Market by filing a Form 25 with the Securities and Exchange Commission (“SEC”) on or about April 16, 2009. The Company anticipates that the Form 25 will become effective 10 days after the date of filing. Accordingly, the Company expects that the last day of trading of its common stock on The Nasdaq Capital Market will be on or about April 24, 2009. On April 6, 2009, the officers of the Company determined to proceed with voluntarily delisting the Company’s common stock from The Nasdaq Capital Market pursuant to authorization given them by the Board of Directors to seek the delisting of the Company’s common stock from The Nasdaq Capital Market at such time as they deem advisable and in the best interests of the shareholders. The Company expects its common stock to be quoted on the OTC Bulletin Board the following business day under the ticker symbol “STKR”.

The Company has previously disclosed that it is currently not in compliance with Nasdaq Marketplace Rule 4310(c)(4), which is currently suspended, but which would otherwise require that the Company evidence a minimum closing bid price of $1.00 per share. The Company is not currently subject to delisting due to the deficiency as a result of Nasdaq's decision to temporarily suspend for all companies currently listed on any Nasdaq market, the bid price requirement for continued listing on such Nasdaq markets.

On April 6, 2009, the Company received notice (the “Notice”) from the Nasdaq Stock Market that the Company is not in compliance with Nasdaq Marketplace Rule 4310(c)(3), which requires the Company to have a minimum of $2,500,000 in stockholders’ equity, $35,000,000 market value of listed securities or $500,000 of net income from continuing operations for the most recently completed fiscal year or two of the three most recently completed fiscal years.

While Nasdaq provided the Company an opportunity to provide, by April 21, 2009, Nasdaq with a specific plan to achieve and sustain compliance with all Nasdaq Capital Market listing requirements, including the minimum stockholders’ equity standard, the Company has determined to proceed with voluntarily delisting its common stock from The Nasdaq Capital Market.

A copy of the Company's press release announcing, among other things, its decision to voluntarily delist its common stock from The Nasdaq Capital Market and the receipt of the Notice is attached hereto as Exhibit 99.1.

Item 8.01 Other Events.

On April 6, 2009, the Company announced that it has engaged Needham & Company, LLC to assist the Company in reviewing and evaluating its financial and strategic alternatives.

Item 9.01

Financial Statements and Exhibits.

(d)	The exhibit listed in the Exhibit Index below is filed with this report.

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: April 10, 2009

	By:	/s/ Timothy P. Losik
		Timothy P. Losik
		Chief Financial Officer and Chief Operating Officer

EXHIBIT INDEX


Exhibit No.		Description
99.1		Press Release of StockerYale, Inc., dated April 6, 2009

EX-99.1 2 v145942_ex99-1.htm Unassociated Document

Exhibit 99.1

StockerYale, Inc. Announces Engagement of Needham & Company, LLC to Explore Strategic Alternatives

Company Announces Intention to Voluntarily Delist from Nasdaq and Move to OTC Bulletin Board

SALEM, N.H, — April 6, 2009 — StockerYale, Inc. (NASDAQ: STKR), a leading designer and manufacturer of structured light lasers, LED systems and specialty optical fiber and assemblies for industrial OEMs, medical and defense markets, announced today that it has engaged Needham & Company, LLC to assist the Company in reviewing and evaluating its financial and strategic alternatives. “"With the addition of Needham, the Company has assembled an excellent team of professionals to help assist management in developing and executing on strategies that will position the Company to maximize long-term value. Needham has significant knowledge of the optics market and we are pleased to have them as part of our team.” said Mark W. Blodgett, Chairman and CEO of StockerYale

In addition, the Company announced today that it has notified the Nasdaq Stock Market LLC of its intent to voluntarily delist its common stock from the Nasdaq Capital Market. The Company currently anticipates that it will file with the Securities and Exchange Commission and Nasdaq a Form 25 relating to the delisting of its common stock on or about April 16, 2009, with the delisting of its common stock becoming effective ten days thereafter. Accordingly, the Company anticipates that the last day of trading of its common stock on the Nasdaq Capital Market will be on or about April 27, 2009. The Company expects its common stock to be quoted on the OTC Bulletin Board the following day under the ticker symbol “STKR”.

“The decision to voluntarily delist our common stock from the Nasdaq is a cost savings step that will eliminate expenses associated with Nasdaq listing fees and on-going expenses related to maintaining our listing. We also expect that the delisting of our common stock will provide us with greater corporate flexibility and will allow us to deploy more resources to our core business operations,” added Mr. Blodgett. All companies listed on Nasdaq Capital Market must meet the standards that Nasdaq adopts. Two such standards are that the stock trade at a price that is $1.00 per share or higher on a consistent basis and a Company must maintain a minimum of $2.5 million stockholders’ equity. While the Company recently received notification that Nasdaq has temporarily suspended the enforcement of the rule requiring a minimum $1.00 closing bid price, we received a Nasdaq Staff Determination on April 6, 2009 that the Company is not in compliance with the minimum $2.5 million stockholders’ equity requirement as of December 31, 2008 for continued listing set forth in Nasdaq Marketplace Rule 4310(c)(3). “While we have a right to appeal the determination, we believe our decision to voluntary delist and move to the OTC market is the appropriate decision,” concluded Mr. Blodgett.

The Company also announced today that its financial statements for the fiscal year ended December 31, 2008, included in the Company's Annual Report on Form 10-K filed on March 31, 2009, contain a going concern qualification from Vitale, Caturano & Co., P.C., its independent registered accounting firm. This announcement is being made in compliance with NASDAQ Marketplace Rule 4350(b)(1)(B), which requires separate disclosure of receipt of an audit opinion that contains a going concern qualification. This announcement does not represent any change or amendment to the Company's financial statements or to its Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

About Needham & Company, LLC

Needham & Company, LLC, a wholly owned subsidiary of The Needham Group, Inc., is a privately held, full-service investment bank with the mission of helping emerging growth companies achieve their potential. The firm is headquartered in New York City with offices in Boston, Menlo Park and San Francisco. In addition to investment banking, Needham's principal activities include institutional sales and trading and asset management. To serve its institutional clients, Needham & Company, LLC produces comprehensive equity research on more than 360 companies in technology, healthcare, consumer and industrial growth. Needham & Company, LLC is a member of FINRA/SIPC. For more information, please see www.needhamco.com.

About StockerYale

StockerYale, Inc., headquartered in Salem, New Hampshire, is an independent designer and manufacturer of structured light lasers, LED systems, and specialty optical fiber and assemblies for industry leading OEMs. In addition, the company manufactures fluorescent lighting products and phase masks. The Company serves a wide range of markets including the machine vision, industrial inspection, defense, telecommunication, sensors, and medical markets. StockerYale has offices and subsidiaries in the U.S., Canada, and Europe. For more information about StockerYale and their innovative products, visit the Company's web site at www.stockeryale.com.

Safe Harbor Statement

This release contains forward-looking statements. All statements other than statements of historical fact, including without limitation, those with respect to StockerYale's goals, plans, expectations and strategies set forth herein, are forward-looking statements. The following important factors and uncertainties, among others, could cause actual results to differ materially from those described in these forward-looking statements: StockerYale's success, including its ability to improve its cash position, expand its operations and revenues, lower its costs, improve its gross margins, become and sustain profitability, reach its long-term objectives and operate optimally, depends on its ability to execute on its business strategy and the continued and increased demand for and market acceptance of its services; global economic conditions, especially as a result of the recent global economic crisis and its impact on the technology and medical industries; demand for our customers’ products; StockerYale's management may face strain on managerial and operational resources as they try to oversee the expanded operations; StockerYale may not be able to expand its operations in accordance with its business strategy; StockerYale's cash balances may not be sufficient to allow StockerYale to meet all of its business and investment goals; StockerYale may experience difficulties integrating technologies, operations and personnel in accordance with its business strategy; StockerYale derives a significant portion of its revenue from a small number of customers and the loss of any of those customers could significantly damage StockerYale's financial condition and results of operations; StockerYale frequently sells to its customers on a purchase order basis rather than pursuant to contracts with minimum purchase requirements, and therefore its sales and the amount of projected revenue that is actually realized are subject to demand variability; risks inherent with conducting international operations; and increased competition and technological changes in the markets in which StockerYale' competes. For a detailed discussion of cautionary statements that may affect StockerYale's future results of operations and financial results, please refer to StockerYale's filings with the Securities and Exchange Commission, including StockerYale's most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Forward-looking statements represent management's current expectations and are inherently uncertain. We do not undertake any obligation to update forward-looking statements made by us.

Contact

StockerYale, Inc.

Mark W. Blodgett, 603-898-8778

IRInfo@stockeryale.com