-----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, J411mAYenKZKyl2q9TJzs5kQdMEQYlgDHWunr3Q3OIYRPCyzMYXkIb3RCOXfb4Yc jfuakllMgz4HZhSAbsUBtQ== 0000930413-11-000096.txt : 20110105 0000930413-11-000096.hdr.sgml : 20110105 20110105172921 ACCESSION NUMBER: 0000930413-11-000096 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110105 DATE AS OF CHANGE: 20110105 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-47779 FILM NUMBER: 11511883 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: GAM Holding Ltd. CENTRAL INDEX KEY: 0001438848 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 120 BROADWAY STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10271 BUSINESS PHONE: 212-238-3010 MAIL ADDRESS: STREET 1: 120 BROADWAY STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10271 FORMER COMPANY: FORMER CONFORMED NAME: Julius Baer Holding Ltd. DATE OF NAME CHANGE: 20080627 SC 13G 1 c63811_sc13g.txt SEC 1745 Potential persons who are to respond to the collection of (02-02) information contained in this form are not required to respond unless the form displays a currently valid OMB control number. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: )* ProPhotonix Ltd. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, unrestricted shares - -------------------------------------------------------------------------------- (Title of Class of Securities) 743465106 - -------------------------------------------------------------------------------- (CUSIP Number) December 23, 2010 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule 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. 743465106 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). GAM Holding Ltd ------------------- - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ............................................................. (b) ............................................................. 3. SEC Use Only 4. Citizenship or Place of Organization Switzerland ----------- Number of 5. Sole Voting Power Shares 3,750,000 Beneficially 6. Shared Voting Power Owned by Each Reporting ---------- Person With* 7. Sole Dispositive Power 3,750,000 8. Shared Dispositive Power --------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,750,000 ------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 8.41% (based on the total of 44,603,528 outstanding unrestricted shares of common stock) --------- 12. Type of Reporting Person (See Instructions) HC ---- *GAM Holding Ltd. disclaims beneficial ownership of such securities. Item 1. (a) Name of Issuer ProPhotonix Ltd. -------------- (b) Address of Issuer's Principal Executive Offices 32 Hampshire Road, Salem, New Hampshire 03079 Item 2. (a) Name of Person Filing GAM Holding Ltd -------------- Address of Principal Business Office or, if none, Residence (b) Klaustrasse 10, 8008 Zurich, Switzerland ---------------------------------------- (c) Citizenship Switzerland ------------ (d) Title of Class of Securities Common Stock -------------- (e) CUSIP Number 743465106 ---------- Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: [ ] (a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). [ ] (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). [ ] (c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). [ ] (d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). [ ] (e) An investment adviser in accordance withss.240.13d-1(b)(1)(ii)(E); [ ] (f) An employee benefit plan or endowment fund in accordance withss.240.13d-1(b)(1)(ii)(F); [X] (g) A parent holding company or control person in accordance withss.240.13d-1(b)(1)(ii)(G); [ ] (h) A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); [ ] (i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); [ ] (j) Group, in accordance withss.240.13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 3,750,000 --------- (b) Percent of class: 8.41% (based on the total of 44,603,528 outstanding unrestricted shares of common stock) ----- (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 3,750,000 ------------- (ii) Shared power to vote or to direct the vote ------------- (iii) Sole power to dispose or to direct the disposition of 3,750,000 ------------- (iv) Shared power to dispose or to direct the disposition of -------------
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 beneficial owner of more than five percent of the class of securities, check the following [ ]. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. The securities reported herein (the "Securities") are beneficially owned by one or more investment funds or other accounts that, pursuant to investment management contracts, are managed by either GAM International Management Ltd. ("GIML") or GAM London Limited ("GAM London"). Both GIML and GAM London are wholly owned subsidiaries of GAM Holding Ltd. Such investment management contracts grant to GIML and GAM London all investment and voting power over the securities owned by such investment management clients. Therefore, GIML and GAM London may be deemed to be, for purposes of Rule 13d-3 under the Act, the beneficial owner of the Securities. Item 8. Identification and Classification of Members of the Group Not Applicable Item 9. Notice of Dissolution of Group Not Applicable Item 10. Certification The following certification shall be included if the statement is filed pursuant to ss.240.13d-1(c): 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. 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. January 4 , 2011 -------------------------------- Date /s/ Scott Sullivan -------------------------------- Signature Scott Sullivan, Group General Counsel JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to joint filing of the attached Schedule 13G, and any and all amendments thereto, and expressly authorize GAM Holding Ltd, as the ultimate parent company of each of its undersigned subsidiaries, to file such Schedule 13G, and any and all amendments thereto, on behalf of each of them. Date: January 4, 2011 GAM Holding Ltd By: /s/ Scott Sullivan Name: Scott Sullivan Title: Group General Counsel GAM International Management Limited By: /s/ Scott Sullivan Name: Scott Sullivan Title: Group General Counsel GAM London Limited By: /s/ Scott Sullivan Name: Scott Sullivan Title: Group General Counsel -----END PRIVACY-ENHANCED MESSAGE-----