-----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, QeHuk5vrHseZzbbG/Ea0NDEmYhN0tIdYHhSiDcXU+xbPBaT6iiOZuh7oGAc/zQVx yAlu1giBzSuaWJ1jXqgI9w== 0001144204-10-007699.txt : 20100216 0001144204-10-007699.hdr.sgml : 20100215 20100216075349 ACCESSION NUMBER: 0001144204-10-007699 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100216 DATE AS OF CHANGE: 20100216 GROUP MEMBERS: DAVID GRIN GROUP MEMBERS: EUGENE GRIN GROUP MEMBERS: LAURUS CAPITAL MANAGEMENT, LLC GROUP MEMBERS: PSOURCE STRUCTURED DEBT LIMITED GROUP MEMBERS: VALENS U.S. SPV I, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STOCKERYALE INC CENTRAL INDEX KEY: 0000094538 STANDARD INDUSTRIAL CLASSIFICATION: OPTICAL INSTRUMENTS & LENSES [3827] IRS NUMBER: 042114473 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47779 FILM NUMBER: 10602401 BUSINESS ADDRESS: STREET 1: 32 HAMPSHIRE ROAD CITY: SALEM STATE: NH ZIP: 03079 BUSINESS PHONE: 6038938778 MAIL ADDRESS: STREET 1: 32 HAMPSHIRE ROAD CITY: SALEM STATE: NH ZIP: 03079 FORMER COMPANY: FORMER CONFORMED NAME: STOCKER & YALE INC DATE OF NAME CHANGE: 19950623 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Valens Capital Management, LLC CENTRAL INDEX KEY: 0001413179 IRS NUMBER: 208903345 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 335 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-541-5800 MAIL ADDRESS: STREET 1: 335 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 v173596_sc13ga.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.2 )* StockerYale, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 86126T203 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2009 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: / / Rule 13d-1(b) /X/ Rule 13d-1(c) / / Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 86126T203 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY). PSource Structured Debt Limited - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Guernsey - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 0 shares of Common Stock.* ----------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 1,820,000 shares of Common Stock.* OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 0 shares of Common Stock.* WITH ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 1,820,000 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,820,000 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) / / - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.06% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- *Based on 44,868,432 shares of the common stock, par value $0.001 per share (the "Shares"), outstanding of StockerYale, Inc., a Massachusetts corporation (the "Company"), as of October 26, 2009, as disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009. As of December 31, 2009, PSource Structured Debt Limited ("PSource") and Valens U.S. SPV I, LLC, ("Valens US" and together with PSource, the "Investors") collectively held (i) a warrant (the "First Warrant") to acquire 700,000 Shares at an exercise price of $1.56 per Share for 375,000 Shares, $1.75 per Share for 250,000 Shares, and $1.94 per Share for 75,000 Shares, subject to certain adjustments, (ii) a warrant (the "Second Warrant") to acquire 95,000 Shares at an exercise price of $1.38 per Share for 50,000 Shares, $1.60 per Share for 33,000 Shares, and $1.71 per Share for 12,000 Shares, subject to certain adjustments, (iii) a warrant (the "Third Warrant") to acquire 150,000 Shares at an exercise price of $0.80 per Share, subject to certain adjustments, (iv) a warrant (the "Fourth Warrant") to acquire 400,000 Shares at an exercise price of $3.12 per Share, subject to certain adjustments, and (v) a warrant (the "Fifth Warrant", and together with the First Warrant, the Second Warrant, the Third Warrant and the Fourth Warrant, the "Warrants") to acquire 475,000 Shares at an exercise price of $1.23 per Share for 225,000 Shares, $1.34 per Share for 150,000 Shares, and $1.44 per Share for 100,000 Shares, subject to certain adjustments. The Warrants each contain an issuance limitation prohibiting the Investors from exercising those securities to the extent that such conversion or exercise would result in beneficial ownership by the Investors of more than 4.99% of the Shares then issued and outstanding (the "4.99% Issuance Limitation"). The 4.99% Issuance Limitation may be waived by the Investors upon at least 75 days prior notice to the Company and is automatically null and void upon certain events of default. PSource is managed by Laurus Capital Management, LLC ("LCM"), subject to certain preapproval rights of the board of directors of PSource. Valens US is managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share voting and investment power over the securities owned by the Investors reported in this Schedule 13G. CUSIP No. 86126T203 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY). Laurus Capital Management, LLC 13-4150669 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 0 shares of Common Stock.* ----------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 1,820,000 shares of Common Stock.* OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 0 shares of Common Stock.* WITH ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 1,820,000 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,820,000 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) / / - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.06% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- *Based on 44,868,432 shares of the common stock, par value $0.001 per share (the "Shares"), outstanding of StockerYale, Inc., a Massachusetts corporation (the "Company"), as of October 26, 2009, as disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009. As of December 31, 2009, PSource Structured Debt Limited ("PSource") and Valens U.S. SPV I, LLC, ("Valens US" and together with PSource, the "Investors") collectively held (i) a warrant (the "First Warrant") to acquire 700,000 Shares at an exercise price of $1.56 per Share for 375,000 Shares, $1.75 per Share for 250,000 Shares, and $1.94 per Share for 75,000 Shares, subject to certain adjustments, (ii) a warrant (the "Second Warrant") to acquire 95,000 Shares at an exercise price of $1.38 per Share for 50,000 Shares, $1.60 per Share for 33,000 Shares, and $1.71 per Share for 12,000 Shares, subject to certain adjustments, (iii) a warrant (the "Third Warrant") to acquire 150,000 Shares at an exercise price of $0.80 per Share, subject to certain adjustments, (iv) a warrant (the "Fourth Warrant") to acquire 400,000 Shares at an exercise price of $3.12 per Share, subject to certain adjustments, and (v) a warrant (the "Fifth Warrant", and together with the First Warrant, the Second Warrant, the Third Warrant and the Fourth Warrant, the "Warrants") to acquire 475,000 Shares at an exercise price of $1.23 per Share for 225,000 Shares, $1.34 per Share for 150,000 Shares, and $1.44 per Share for 100,000 Shares, subject to certain adjustments. The Warrants each contain an issuance limitation prohibiting the Investors from exercising those securities to the extent that such conversion or exercise would result in beneficial ownership by the Investors of more than 4.99% of the Shares then issued and outstanding (the "4.99% Issuance Limitation"). The 4.99% Issuance Limitation may be waived by the Investors upon at least 75 days prior notice to the Company and is automatically null and void upon certain events of default. PSource is managed by Laurus Capital Management, LLC ("LCM"), subject to certain preapproval rights of the board of directors of PSource. Valens US is managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share voting and investment power over the securities owned by the Investors reported in this Schedule 13G. CUSIP No. 86126T203 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY). Valens U.S. SPV I, LLC 20-8903266 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 0 shares of Common Stock.* ----------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 1,820,000 shares of Common Stock.* OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 0 shares of Common Stock.* WITH ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 1,820,000 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,820,000 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) / / - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.06% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- *Based on 44,868,432 shares of the common stock, par value $0.001 per share (the "Shares"), outstanding of StockerYale, Inc., a Massachusetts corporation (the "Company"), as of October 26, 2009, as disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009. As of December 31, 2009, PSource Structured Debt Limited ("PSource") and Valens U.S. SPV I, LLC, ("Valens US" and together with PSource, the "Investors") collectively held (i) a warrant (the "First Warrant") to acquire 700,000 Shares at an exercise price of $1.56 per Share for 375,000 Shares, $1.75 per Share for 250,000 Shares, and $1.94 per Share for 75,000 Shares, subject to certain adjustments, (ii) a warrant (the "Second Warrant") to acquire 95,000 Shares at an exercise price of $1.38 per Share for 50,000 Shares, $1.60 per Share for 33,000 Shares, and $1.71 per Share for 12,000 Shares, subject to certain adjustments, (iii) a warrant (the "Third Warrant") to acquire 150,000 Shares at an exercise price of $0.80 per Share, subject to certain adjustments, (iv) a warrant (the "Fourth Warrant") to acquire 400,000 Shares at an exercise price of $3.12 per Share, subject to certain adjustments, and (v) a warrant (the "Fifth Warrant", and together with the First Warrant, the Second Warrant, the Third Warrant and the Fourth Warrant, the "Warrants") to acquire 475,000 Shares at an exercise price of $1.23 per Share for 225,000 Shares, $1.34 per Share for 150,000 Shares, and $1.44 per Share for 100,000 Shares, subject to certain adjustments. The Warrants each contain an issuance limitation prohibiting the Investors from exercising those securities to the extent that such conversion or exercise would result in beneficial ownership by the Investors of more than 4.99% of the Shares then issued and outstanding (the "4.99% Issuance Limitation"). The 4.99% Issuance Limitation may be waived by the Investors upon at least 75 days prior notice to the Company and is automatically null and void upon certain events of default. PSource is managed by Laurus Capital Management, LLC ("LCM"), subject to certain preapproval rights of the board of directors of PSource. Valens US is managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share voting and investment power over the securities owned by the Investors reported in this Schedule 13G.CUSIP No. 86126T203 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY). Valens Capital Management, LLC 20-8903345 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 0 shares of Common Stock.* ----------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 1,820,000 shares of Common Stock.* OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 0 shares of Common Stock.* WITH ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 1,820,000 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,820,000 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.06% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 00 - -------------------------------------------------------------------------------- *Based on 44,868,432 shares of the common stock, par value $0.001 per share (the "Shares"), outstanding of StockerYale, Inc., a Massachusetts corporation (the "Company"), as of October 26, 2009, as disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009. As of December 31, 2009, PSource Structured Debt Limited ("PSource") and Valens U.S. SPV I, LLC, ("Valens US" and together with PSource, the "Investors") collectively held (i) a warrant (the "First Warrant") to acquire 700,000 Shares at an exercise price of $1.56 per Share for 375,000 Shares, $1.75 per Share for 250,000 Shares, and $1.94 per Share for 75,000 Shares, subject to certain adjustments, (ii) a warrant (the "Second Warrant") to acquire 95,000 Shares at an exercise price of $1.38 per Share for 50,000 Shares, $1.60 per Share for 33,000 Shares, and $1.71 per Share for 12,000 Shares, subject to certain adjustments, (iii) a warrant (the "Third Warrant") to acquire 150,000 Shares at an exercise price of $0.80 per Share, subject to certain adjustments, (iv) a warrant (the "Fourth Warrant") to acquire 400,000 Shares at an exercise price of $3.12 per Share, subject to certain adjustments, and (v) a warrant (the "Fifth Warrant", and together with the First Warrant, the Second Warrant, the Third Warrant and the Fourth Warrant, the "Warrants") to acquire 475,000 Shares at an exercise price of $1.23 per Share for 225,000 Shares, $1.34 per Share for 150,000 Shares, and $1.44 per Share for 100,000 Shares, subject to certain adjustments. The Warrants each contain an issuance limitation prohibiting the Investors from exercising those securities to the extent that such conversion or exercise would result in beneficial ownership by the Investors of more than 4.99% of the Shares then issued and outstanding (the "4.99% Issuance Limitation"). The 4.99% Issuance Limitation may be waived by the Investors upon at least 75 days prior notice to the Company and is automatically null and void upon certain events of default. PSource is managed by Laurus Capital Management, LLC ("LCM"), subject to certain preapproval rights of the board of directors of PSource. Valens US is managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share voting and investment power over the securities owned by the Investors reported in this Schedule 13G. CUSIP No. 86126T203 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY). David Grin - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States and Israel - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 0 shares of Common Stock.* ----------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 1,820,000 shares of Common Stock.* OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 0 shares of Common Stock.* WITH ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 1,820,000 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,820,000 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) / / - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.06% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- *Based on 44,868,432 shares of the common stock, par value $0.001 per share (the "Shares"), outstanding of StockerYale, Inc., a Massachusetts corporation (the "Company"), as of October 26, 2009, as disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009. As of December 31, 2009, PSource Structured Debt Limited ("PSource") and Valens U.S. SPV I, LLC, ("Valens US" and together with PSource, the "Investors") collectively held (i) a warrant (the "First Warrant") to acquire 700,000 Shares at an exercise price of $1.56 per Share for 375,000 Shares, $1.75 per Share for 250,000 Shares, and $1.94 per Share for 75,000 Shares, subject to certain adjustments, (ii) a warrant (the "Second Warrant") to acquire 95,000 Shares at an exercise price of $1.38 per Share for 50,000 Shares, $1.60 per Share for 33,000 Shares, and $1.71 per Share for 12,000 Shares, subject to certain adjustments, (iii) a warrant (the "Third Warrant") to acquire 150,000 Shares at an exercise price of $0.80 per Share, subject to certain adjustments, (iv) a warrant (the "Fourth Warrant") to acquire 400,000 Shares at an exercise price of $3.12 per Share, subject to certain adjustments, and (v) a warrant (the "Fifth Warrant", and together with the First Warrant, the Second Warrant, the Third Warrant and the Fourth Warrant, the "Warrants") to acquire 475,000 Shares at an exercise price of $1.23 per Share for 225,000 Shares, $1.34 per Share for 150,000 Shares, and $1.44 per Share for 100,000 Shares, subject to certain adjustments. The Warrants each contain an issuance limitation prohibiting the Investors from exercising those securities to the extent that such conversion or exercise would result in beneficial ownership by the Investors of more than 4.99% of the Shares then issued and outstanding (the "4.99% Issuance Limitation"). The 4.99% Issuance Limitation may be waived by the Investors upon at least 75 days prior notice to the Company and is automatically null and void upon certain events of default. PSource is managed by Laurus Capital Management, LLC ("LCM"), subject to certain preapproval rights of the board of directors of PSource. Valens US is managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share voting and investment power over the securities owned by the Investors reported in this Schedule 13G. CUSIP No. 86126T203 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY). Eugene Grin - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 0 shares of Common Stock.* ----------------------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY 1,820,000 shares of Common Stock.* OWNED BY ----------------------------------------------------------------- EACH 7 SOLE DISPOSITIVE POWER REPORTING PERSON 0 shares of Common Stock.* WITH ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 1,820,000 shares of Common Stock.* - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,820,000 shares of Common Stock. - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) || - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.06% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- *Based on 44,868,432 shares of the common stock, par value $0.001 per share (the "Shares"), outstanding of StockerYale, Inc., a Massachusetts corporation (the "Company"), as of October 26, 2009, as disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009. As of December 31, 2009, PSource Structured Debt Limited ("PSource") and Valens U.S. SPV I, LLC, ("Valens US" and together with PSource, the "Investors") collectively held (i) a warrant (the "First Warrant") to acquire 700,000 Shares at an exercise price of $1.56 per Share for 375,000 Shares, $1.75 per Share for 250,000 Shares, and $1.94 per Share for 75,000 Shares, subject to certain adjustments, (ii) a warrant (the "Second Warrant") to acquire 95,000 Shares at an exercise price of $1.38 per Share for 50,000 Shares, $1.60 per Share for 33,000 Shares, and $1.71 per Share for 12,000 Shares, subject to certain adjustments, (iii) a warrant (the "Third Warrant") to acquire 150,000 Shares at an exercise price of $0.80 per Share, subject to certain adjustments, (iv) a warrant (the "Fourth Warrant") to acquire 400,000 Shares at an exercise price of $3.12 per Share, subject to certain adjustments, and (v) a warrant (the "Fifth Warrant", and together with the First Warrant, the Second Warrant, the Third Warrant and the Fourth Warrant, the "Warrants") to acquire 475,000 Shares at an exercise price of $1.23 per Share for 225,000 Shares, $1.34 per Share for 150,000 Shares, and $1.44 per Share for 100,000 Shares, subject to certain adjustments. The Warrants each contain an issuance limitation prohibiting the Investors from exercising those securities to the extent that such conversion or exercise would result in beneficial ownership by the Investors of more than 4.99% of the Shares then issued and outstanding (the "4.99% Issuance Limitation"). The 4.99% Issuance Limitation may be waived by the Investors upon at least 75 days prior notice to the Company and is automatically null and void upon certain events of default. PSource is managed by Laurus Capital Management, LLC ("LCM"), subject to certain preapproval rights of the board of directors of PSource. Valens US is managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share voting and investment power over the securities owned by the Investors reported in this Schedule 13G. Item 1(a). Name of Issuer: StockerYale, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 32 Hampshire Road, Salem, New Hampshire 03079 Item 2(a). Name of Person Filing: Valens Capital Management, LLC This Schedule 13G is also filed on behalf of PSource Structured Debt Limited, a closed ended company incorporated with limited liability in Guernsey, Laurus Capital Management, LLC, a Delaware limited liability company, Valens U.S. SPV I, LLC, a Delaware limited liability company, David Grin and Eugene Grin. Laurus Capital Management, LLC manages PSource Structured Debt Limited subject to certain preapproval rights of the board of directors of PSource Structured Debt Limited. Valens Capital Management, LLC manages Valens U.S. SPV I, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share voting and investment power over the securities owned by PSource Structured Debt Limited and Valens U.S. SPV I, LLC. Information related to each of PSource Structured Debt Limited, Laurus Capital Management, LLC, Valens U.S. SPV I, LLC, Eugene Grin and David Grin is set forth on Appendix A hereto. Item 2(b). Address of Principal Business Office or if none, Residence: c/o Valens Capital Management, LLC 335 Madison Avenue, 10th Floor, New York, NY 10017 Item 2(c). Citizenship: Delaware Item 2(d). Title of Class of Securities: Common Stock ("Common Stock") Item 2(e). CUSIP Number: 86126T203 Item 3. Not Applicable Item 4. Ownership: (a) Amount Beneficially Owned: 1,820,000 shares of Common Stock* (b) Percent of Class: 4.06%* (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 shares of Common Stock* (ii) shared power to vote or to direct the vote: 1,820,000 shares of Common Stock* (iii) sole power to dispose or to direct the disposition of: 0 shares of Common Stock* (iv) shared power to dispose or to direct the disposition of: 1,820,000 shares of Common Stock* Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the owner of more than five percent of the class of securities, check the following: /X/ Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not applicable Item 7. Identification and Classification of Subsidiary Which Acquired the Securities: Not applicable Item 8. Identification and Classification of Members of the Group: Not applicable Item 9. Notice of Dissolution of Group: Not applicable Item 10. Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. - ----------- *Based on 44,868,432 shares of the common stock, par value $0.001 per share (the "Shares"), outstanding of StockerYale, Inc., a Massachusetts corporation (the "Company"), as of October 26, 2009, as disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009. As of December 31, 2009, PSource Structured Debt Limited ("PSource") and Valens U.S. SPV I, LLC, ("Valens US" and together with PSource, the "Investors") collectively held (i) a warrant (the "First Warrant") to acquire 700,000 Shares at an exercise price of $1.56 per Share for 375,000 Shares, $1.75 per Share for 250,000 Shares, and $1.94 per Share for 75,000 Shares, subject to certain adjustments, (ii) a warrant (the "Second Warrant") to acquire 95,000 Shares at an exercise price of $1.38 per Share for 50,000 Shares, $1.60 per Share for 33,000 Shares, and $1.71 per Share for 12,000 Shares, subject to certain adjustments, (iii) a warrant (the "Third Warrant") to acquire 150,000 Shares at an exercise price of $0.80 per Share, subject to certain adjustments, (iv) a warrant (the "Fourth Warrant") to acquire 400,000 Shares at an exercise price of $3.12 per Share, subject to certain adjustments, and (v) a warrant (the "Fifth Warrant", and together with the First Warrant, the Second Warrant, the Third Warrant and the Fourth Warrant, the "Warrants") to acquire 475,000 Shares at an exercise price of $1.23 per Share for 225,000 Shares, $1.34 per Share for 150,000 Shares, and $1.44 per Share for 100,000 Shares, subject to certain adjustments. The Warrants each contain an issuance limitation prohibiting the Investors from exercising those securities to the extent that such conversion or exercise would result in beneficial ownership by the Investors of more than 4.99% of the Shares then issued and outstanding (the "4.99% Issuance Limitation"). The 4.99% Issuance Limitation may be waived by the Investors upon at least 75 days prior notice to the Company and is automatically null and void upon certain events of default. PSource is managed by Laurus Capital Management, LLC ("LCM"), subject to certain preapproval rights of the board of directors of PSource. Valens US is managed by Valens Capital Management, LLC. Eugene Grin and David Grin, through other entities, are the controlling principals of Laurus Capital Management, LLC and Valens Capital Management, LLC and share voting and investment power over the securities owned by the Investors reported in this Schedule 13G. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 12, 2010 -------------------------- Date Valens Capital Management, LLC /s/ Eugene Grin -------------------------- Eugene Grin Principal APPENDIX A A. Name: PSource Structured Debt Limited, a closed ended company incorporated with limited liability in Guernsey Business 335 Madison Avenue, 10th Floor Address: New York, New York 10017 Place of Organization: Guernsey B. Name: Laurus Capital Management, LLC, a Delaware limited liability company Business 335 Madison Avenue, 10th Floor Address: New York, New York 10017 Place of Organization: Delaware C. Name: Valens U.S. SPV I LLC, a Delaware limited liability company Business 335 Madison Avenue, 10th Floor Address: New York, New York 10017 Place of Organization: Delaware D. Name: Eugene Grin Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Principal Occupation: Principal of Laurus Capital Management, LLC and Valens Capital Management, LLC Citizenship: United States E. Name: David Grin Business Address: 335 Madison Avenue, 10th Floor New York, New York 10017 Principal Occupation: Principal of Laurus Capital Management, LLC and Valens Capital Management, LLC Citizenship: United States and Israel Each of PSource Structured Debt Limited, Laurus Capital Management, LLC, Valens U.S. SPV I, LLC, Eugene Grin and David Grin hereby agrees, by their execution below, that the Schedule 13G to which this Appendix A is attached is filed on behalf of each of them, respectively. PSource Structured Debt Limited By: Laurus Capital Management, LLC Individually and as investment manager /s/ Eugene Grin - ---------------------------------- Eugene Grin Principal February 12, 2010 Valens U.S. SPV I, LLC By: Valens Capital Management, LLC As investment manager /s/ Eugene Grin - ---------------------------------- Eugene Grin Principal February 12, 2010 /s/ Eugene Grin - ---------------------------------- Eugene Grin, on his individual behalf February 12, 2010 /s/ David Grin - ---------------------------------- David Grin, on his individual behalf February 12, 2010 -----END PRIVACY-ENHANCED MESSAGE-----