-----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, BG3iQulp+ysnXnFY1RKSvLSibfijzZBNciKEikDHEUTGcriwglyC4XBkj/avtCmh wZNsfq92j9LlFRiiNW8Pbg== 0000897069-04-002002.txt : 20041116 0000897069-04-002002.hdr.sgml : 20041116 20041116144909 ACCESSION NUMBER: 0000897069-04-002002 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041116 DATE AS OF CHANGE: 20041116 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: 041149208 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: VAN WAGONER CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0001033258 IRS NUMBER: 943235240 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 755 SANSOME STREET STREET 2: SUITE 350 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4158355000 MAIL ADDRESS: STREET 1: 755 SANSOME STREET STREET 2: SUITE 350 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G/A 1 cmw1040.htm AMENDMENT NO. 3
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

STOCKERYALE, INC.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

86126T203
(CUSIP Number)

September 30, 2004
(Date of Event Which Requires Filing of this Statement

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

  |X| Rule 13d-1(b)
 
|   |
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 disclosures provided in a prior cover page.

The information required on 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).


(Continued on following page(s))
Page 1 of 7 Pages

CUSIP No.  86126T203

         
      1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Van Wagoner Capital Management, Inc. - 94-3235240
      2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

[Insert Reporting Person]
 		(a)   [  ]
(b)   [X]
      3 SEC USE ONLY

      4 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware


NUMBER OF   

SHARES   

BENEFICIALLY   

OWNED BY   

EACH   

REPORTING   

PERSON   

WITH   
5  



6  



7  



8  
SOLE VOTING POWER

-0-
SHARED VOTING POWER

-0-

 SOLE DISPOSITIVE POWER

2,040,0001

 SHARED DISPOSITIVE POWER

-0-

      9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,040,0001
    10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

Not Applicable 		[  ]
    11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

9.4%1
    12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IA

1 The percent ownership calculated is based upon an aggregate of 21,647,607 shares outstanding as of July 30, 2004.

Page 2 of 7 Pages

CUSIP No.  86126T203

         
      1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Van Wagoner Funds, Inc. - 39-1836332, 39-1836333
      2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

[Insert Reporting Person]
 		(a)   [  ]
(b)   [X]
      3 SEC USE ONLY

      4 CITIZENSHIP OR PLACE OF ORGANIZATION

Maryland


NUMBER OF   

SHARES   

BENEFICIALLY   

OWNED BY   

EACH   

REPORTING   

PERSON   

WITH   
5  



6  



7  



8  
SOLE VOTING POWER

790,0001
SHARED VOTING POWER

-0-

 SOLE DISPOSITIVE POWER

-0-

 SHARED DISPOSITIVE POWER

-0-

      9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

790,0001
    10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

Not Applicable 		[  ]
    11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

3.6%1
    12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IV

1 The percent ownership calculated is based upon an aggregate of 21,647,607 shares outstanding as of July 30, 2004.

Page 3 of 7 Pages

CUSIP No.  86126T203

        This Amendment No. 3 to the undersigned’s Schedule 13G, which was originally filed on February 8, 2002 (the “Schedule 13G”) with regard to StockerYale, Inc. (the “Issuer”) is being filed to amend Items 2(a), 2(b) and 4 of the Schedule 13G. Except as expressly stated herein, there have been no material changes in the information set forth in the Schedule 13G.

  Item 2(a). Name of Person Filing:

  The persons filing this Schedule 13G are (i) Van Wagoner Capital Management, Inc., an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and (ii) Van Wagoner Funds, Inc., an investment company registered under the Investment Company Act of 1940. Van Wagoner Funds, Inc. includes two portfolios, with a separate I.R.S. identification number, Van Wagoner Emerging Growth Fund and Van Wagoner Small Cap Growth Fund. Van Wagoner Capital Management, Inc. is the investment adviser to Van Wagoner Funds, Inc. Attached as Exhibit 1 hereto, which is incorporated by reference herein, is an agreement between Van Wagoner Capital Management, Inc. and Van Wagoner Funds, Inc. that this Schedule 13G is filed on behalf of each of them.

  Item 2(b). Address of Principal Business Office or, if none, Residence:

  755 Sansome Street, Suite 350
San Francisco, CA 94111

  Item 4. Ownership

  Van Wagoner Capital Management, Inc.

  (a) Amount Beneficially Owned:  2,040,000*

  (b) Percent of Class:  9.4%

  (c) Number of shares as to which such person has:

  (i) sole power to vote or to direct the vote:  -0-

  (ii) shared power to vote or to direct the vote:  -0-

  (iii) sole power to dispose or to direct the disposition of:  2,040,000

  (iv) shared power to dispose or to direct the disposition of: -0-

* Van Wagoner Capital Management, Inc. and Van Wagoner Funds, Inc. share beneficial ownership over the same 790,000 shares.

Page 4 of 7 Pages

CUSIP No.  86126T203

  Van Wagoner Funds, Inc.

  (a) Amount Beneficially Owned:  790,000*

  (b) Percent of Class:  3.6%

  (c) Number of shares as to which such person has:

  (i) sole power to vote or to direct the vote:  790,000

  (ii) shared power to vote or to direct the vote:  -0-

  (iii) sole power to dispose or to direct the disposition of:  -0-

  (iv) shared power to dispose or to direct the disposition of:  -0-











* Van Wagoner Capital Management, Inc. and Van Wagoner Funds, Inc. share beneficial ownership over the same 790,000 shares.

Page 5 of 7 Pages

CUSIP No.  86126T203

  Exhibits.  

  1. Agreement to file Schedule 13G jointly.

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.

November 15, 2004
Date

VAN WAGONER CAPITAL MANAGEMENT, INC.

By:  /s/ Garrett R. Van Wagoner
        Garrett R. Van Wagoner, President

VAN WAGONER FUNDS, INC.

By:  /s/ Garrett R. Van Wagoner
        Garrett R. Van Wagoner, President






Page 6 of 7 Pages

CUSIP No.  86126T203

EXHIBIT 1

        AGREEMENT, dated as of November 15, 2004, by and among Van Wagoner Capital Management, Inc., a Delaware corporation and Van Wagoner Funds, Inc., a Maryland corporation.

        WHEREAS, in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934 (the “Act”), only one such statement need be filed whenever two or more persons are required to file a statement pursuant to Section 13(d) of the Act with respect to the same securities, provided that said persons agree in writing that such statement is filed on behalf of each of them.

        NOW, THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows:

        Both Van Wagoner Capital Management, Inc. and Van Wagoner Funds, Inc. hereby agree, in accordance with Rule 13d-1(k) under the Act, to file one Statement on Schedule 13G relating to their ownership of the Common Stock of StockerYale, Inc., and hereby further agree that said Statement shall be filed on behalf of both Van Wagoner Capital Management, Inc. and Van Wagoner Funds, Inc. Nothing herein shall be deemed to be an admission that the parties hereto, or any of them, are members of a “group” (within the meaning of Section 13(d) of the Act and the rules promulgated thereunder) with respect to any securities of StockerYale, Inc.

        IN WITNESS WHEREOF, the parties have executed this agreement as of the date first written above.

VAN WAGONER CAPITAL MANAGEMENT, INC.


 		 By:  /s/ Garrett R. Van Wagoner
        Garrett R. Van Wagoner, President


 		 VAN WAGONER FUNDS, INC.


 		 By:  /s/ Garrett R. Van Wagoner
        Garrett R. Van Wagoner, President





Page 7 of 7 Pages

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