-----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, TCDEEUvLue531yTtHowXCA20cjOr5C81O4/c8hh9hCMJJZvjqUK3gGySuon/xIiU Gxh5dBZmEfjI5vsVh5eRzA== 0001029869-97-000347.txt : 19970317 0001029869-97-000347.hdr.sgml : 19970317 ACCESSION NUMBER: 0001029869-97-000347 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970314 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STOCKER & YALE 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: 97556435 BUSINESS ADDRESS: STREET 1: 32 HAMPSHIRE ROAD CITY: SALEM STATE: NH ZIP: 03079 BUSINESS PHONE: 5082843248 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOOVER CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0001008931 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 043036192 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 50 CONGRESS STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6172273133 MAIL ADDRESS: STREET 1: 50 CONGRESS STREET 710 CITY: BOSTON STATE: MA ZIP: 02109 SC 13G/A 1 ---------------------------------------------- OMB APPROVAL ---------------------------------------------- OMB Number: 3235-0145 Expires: December 31, 1997 Estimated average burden hours per response.........14.90 ---------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1 )* ------ Stocker & Yale, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 86126T20 - -------------------------------------------------------------------------------- (CUSIP Number) - ---------------- Check the following box if a fee is being paid with this Statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) *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). Page 1 of 5 pages - ------------------------- --------------------------- |CUSIP NO 86126T20 | 13G | Page 2 of 5 Pages | | ----------- | | --- --- | - ------------------------- --------------------------- |--------|---------------------------------------------------------------------| | 1 | NAME OF REPORTING PERSON | | | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | | | | | | Hoover Capital Management, Inc. | | | 04-3036192 | |--------|---------------------------------------------------------------------| | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] | | | (b) [ ] | | | | |--------|---------------------------------------------------------------------| | 3 | SEC USE ONLY | | | | |--------|---------------------------------------------------------------------| | 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | | | | Commonwealth of Massachusetts, 50 Congress Street, #710, | | | Boston, MA 02109 | |--------|-----------------|--------|------------------------------------------| | | 5 | SOLE VOTING POWER | | NUMBER | | 753,698.6 | | OF |--------| -----------------------------------------| | SHARES | 6 | SHARED VOTING POWER | | BENEFICIALLY | | 23,159.3 | | OWNED BY ----------------------------------------------------| | EACH | 7 | SOLE DISPOSITIVE POWER | | REPORTING | | 753,698.6 | | PERSON ----------------------------------------------------| | WITH | 8 | SHARED DISPOSITIVE POWER | | | | 23,159.3 | |--------|---------------------------------------------------------------------| | 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | | | | 776,857.9 | |--------|- -------------------------------------------------------------------| | 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN | | | SHARES* [ ] | | | | |--------|- -------------------------------------------------------------------| | 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | | | | 28.9% (Twenty-eight decimal nine percent) | |--------|- -------------------------------------------------------------------| | 12 | TYPE OF REPORTING PERSON * | | | | | | IA | - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 5 pages Item 1. (a) Name of Issuer Stocker & Yale, Inc. (b) Address of Issuer's Principal Executive Offices 32 Hampshire Road, Salem, NH 03079 Item 2. (a) Name of Person Filing Hoover Capital Management, Inc. (b) Address of Principal Business Office or, if none, Residence 50 Congress Street, #710, Boston, MA 02109 (c) Citizenship Commonwealth of Massachusetts, USA (d) Title of Class of Securities Common Stock (e) CUSIP Number 86126T20 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) [ ] Broker or Dealer registered under Section 15 of the Act (b) [ ] Bank as defined in section 3(a)(6) of the act (c) [ ] Insurance Company as defined in section 3(a)(19) of the Act (d) [ ] Investment Company registered under section 8 of the Investment Company Act (e) [x] Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see section 240.13d-1(b)(1)(ii)(F) (g) [ ] Parent Holding Company, in accordance with section 240.13d-1(b)(ii)(G) (Note: See Item 7) (h) [ ] Group, in accordance with section 240.13d-1(b)(1)(ii)(H) Item 4. Ownership If the percent of the class owned, as of December 31 of the year covered by the statement, or as of the last day of any month described in Rule 13d-1(b)(2), if applicable, exceeds five percent, provide the following information as of that date and identify those shares which there is a right to acquire. (a) Amount Beneficially Owned 776,857.9 (b) Percent of Class 28.9% (Twenty-eight decimal nine percent) Page 3 of 5 pages (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote 753,698.6 (ii) shared power to vote or to direct the vote 23,159.3 (iii) sole power to dispose or to direct the disposition of 753,698.6 (iv) shared power to dispose or to direct the disposition of 23,159.3 Instruction: For computations regarding securities which represent a right to acquire an underlying security see Rule 13d-3(d)(1). 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 [ ]. Instruction: Dissolution of a group requires a response to this item. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Certain persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. Hoover Capital Management, Inc. is reporting beneficial ownership of the Common Stock as a result of its discretionary authority to buy, sell, and vote shares of such Common Stock for its investment advisory clients. Hoover Capital Management, Inc. disclaims beneficial ownership of 765,557.9 shares, including those shares issuable upon the conversion of certain 7.25% Convertible Subordinated Notes due May 1, 2001,held by certain clients. Stevin R. Hoover, Chairman & CEO of Hoover Capital Management, Inc. claims beneficial ownership of 11,300 shares of the Company's capital stock. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c), attach an exhibit stating the identification of the relevant subsidiary. Item 8. Identification and Classification of Members of the Group If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so indicate under Item 3(h) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member of the group. Item 9. Notice of Dissolution of Group Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. Item 10. Certification The following certification shall be included if the statement is filed pursuant to Rule 13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes 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. March 13, 1997 ----------------------------------- Date /s/ Stevin R. Hoover ----------------------------------- Signature Stevin R. Hoover Chairman & CEO ----------------------------------- Name/Title Page 4 of 5 pages The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) Page 5 of 5 pages -----END PRIVACY-ENHANCED MESSAGE-----