<PAGE>

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 9, 2000
                                          Registration Statement No. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              --------------------

                                STOCKERYALE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         MASSACHUSETTS                                        04-2114473
(STATE OR OTHER JURISDICTION OF                           (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NO.)

                                32 HAMPSHIRE ROAD
                           SALEM, NEW HAMPSHIRE 03079
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

          STOCKERYALE, INC. - 1996 STOCK OPTION AND INCENTIVE PLAN, AS
                    AMENDED AND RESTATED THROUGH MAY 20, 1999
                            (FULL TITLE OF THE PLAN)

                              --------------------

                                MARK W. BLODGETT
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                                StockerYale, Inc.
                                32 Hampshire Road
                           Salem, New Hampshire 03079
                                 (603) 893-8778
  (NAME, ADDRESS AND TELEPHONE NUMBERINCLUDING AREA CODE, OF AGENT FOR SERVICE)

                              --------------------

                                    COPY TO:
                              STUART M. CABLE, P.C.
                           Goodwin, Procter & Hoar LLP
                                 Exchange Place
                        Boston, Massachusetts 02109-2881
                                 (617) 570-1000

                              --------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
Title of Securities to be     Amount to be         Proposed Maximum         Proposed Maximum            Amount of
       Registered            Registered (1)         Offering Price         Aggregate Offering       Registration Fee
                                                     per Share (2)             Price(2)(3)
----------------------------------------------------------------------------------------------------------------------
<S>                             <C>                     <C>                    <C>                      <C>
Common Stock,                   300,000                 $34.50                 $10,350,000              $2,732.40
$0.001 par value
----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Plus such additional number of shares as may be required pursuant to the
     option plan in the event of a stock dividend, reverse stock split,
     split-up, recapitalization or other similar event.
(2)  This estimate is made pursuant to Rule 457(c) and (h) under the Securities
     Act of 1933, as amended (the "Securities Act"), solely for the purpose of
     determining the amount of the registration fee and is based upon the market
     value of outstanding shares of the Registrant's common stock on June 5,
     2000, utilizing the average of the high and low sale prices reported on the
     Nasdaq National Market on that date.
(3)  This estimate is made pursuant to Rule 457(h)(1) under the Securities Act
     solely for the purpose of determining the amount of the registration fee
     and is based upon the price at which outstanding stock options may be
     exercised.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


<PAGE>


     This Registration Statement on Form S-8 relates to (i) 300,000 additional
shares of common stock, par value $.001 per share of StockerYale, Inc., a
Massachusetts corporation, which may be issued under the Plan. StockerYale, Inc.
hereby incorporates by reference the contents of its Registration Statement on
Form S-8, File No. 333-60717, filed with the Securities and Exchange Commission
on August 5, 1998, covering an aggregate of 150,000 shares of common stock and
its Registration Statement on Form S-8, File No. 333-14757, filed with the
Securities and Exchange Commission on November 24, 1999, covering an aggregate
of 150,000 shares of common stock.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        The documents containing the information specified in the requirements
of Part I are not required to be filed with the Securities and Exchange
Commission as part of this Registration Statement on Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

        StockerYale, Inc. (the "Company") hereby incorporates by reference into
this Registration Statement (i) the Company's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1999, filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), (ii) the Company's Quarterly Report on Form 10-QSB for the
fiscal quarter ended March 31, 2000, filed with the Securities and Exchange
Commission pursuant to the Exchange Act and (iii) the description of the
Company's Common Stock contained in the Registration Statement on Form 10-SB/A
dated December 29, 1995, filed with the Securities and Exchange Commission
pursuant to Section 12 of the Exchange Act and any amendments or reports filed
for the purpose of updating such description.

        All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of documents.

        Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.


                                        2

<PAGE>



ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        INDEMNIFICATION. The Company is a Massachusetts corporation.
Massachusetts General Laws Chapter 156B, Section 67 provides that a corporation
may, subject to certain limitations, indemnify its directors, officers,
employees and other agents, and persons who serve at its request as directors,
officers, employees or other agents of another organization, or who serve at its
request in any capacity with respect to any employee benefit plan, to the extent
specified or authorized by the corporation's articles of organization, a by-law
adopted by the stockholders, or a vote adopted by the holders of a majority of
the shares of stock entitled to vote on the election of directors.

        Section 67 also provides that a corporation may purchase and maintain
insurance against liability incurred by an officer, director, employee or other
agent of the corporation, or who serve at its request in any capacity with
respect to any employee benefit plan, in his capacity as or arising out of his
status as such, whether or not the corporation would have the power to indemnify
him against such liability.

        The Company's By-laws provide that directors and officers of the Company
shall be indemnified by the Company against liabilities and expenses arising out
of service as a director or officer of the Company. The By-laws provide that
such indemnification shall not be provided if (i) it is determined that the
action giving rise to the liability was not taken in good faith and in the
reasonable belief that the action was in the best interests of the Company or
(ii) in a criminal matter, it is adjudicated or determined that the director or
officer had reasonable cause to believe his conduct was unlawful. No
indemnification shall be provided for any director or officer with respect to
any proceeding by or in the right of the Company or alleging that a director or
officer received an improper personal benefit if he is adjudged liable to the
Company in such proceeding. The By-laws provide that the indemnification
provision in the By-laws does not limit any other right to indemnification
existing independently of the By-laws. The By-laws also provide that the right
of directors and officers to indemnification is a contract right.

        Under the By-laws, indemnification shall include payment by the Company
of expenses incurred in defending a civil or criminal action or proceeding in
advance of the final disposition of such action or proceeding, upon receipt of
an undertaking by the person indemnified to repay such payment if he shall be
adjudicated or determined to be not entitled to such indemnification under the
By-laws, which undertaking may be accepted without reference to the financial
ability of such person to make repayment. Any such indemnification may be
provided even if the person to be indemnified is no longer an officer, director,
or employee of the Company.

        The By-laws provide that the Company shall not indemnify a director or
officer in connection with any action, suit, proceeding or investigation
initiated by the director or officer unless such initiation was approved by the
Board of Directors of the Company.

        The By-laws provide that the Company is authorized to purchase and
maintain liability insurance on behalf of any director, officer, employee or
agent of the Company, whether or not the Company would have power to indemnify
him against such liability or cost.

        LIMITATION OF LIABILITY. Massachusetts General Laws Chapter 156B,
Section 13 enables a corporation in its original articles of organization or an
amendment thereto to eliminate or limit the personal liability of a director for
monetary damages for violations of the director's fiduciary duty, except (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Sections
61 and 62 of Chapter 156B (providing for liability of directors for authorizing
illegal distributions and for making loans to directors, officers and certain
shareholders) or (iv) for any transaction from which a director derived an
improper personal benefit. [The Company's Amended and Restated Articles of
Organization and By-laws currently contain no limitation of liability
provisions.]

                                        3

<PAGE>


        The Company and its officers and directors do not currently carry
liability insurance.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.


ITEM 8.  EXHIBITS.

         The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.

<TABLE>
<S>                  <C>
          3.1        Amended and Restated Articles of Organization,
                     incorporated by reference to Exhibit 3.1 of StockerYale's
                     Form SB-2, Amendement No. 1, filed on October 11, 1996.

          3.4        Amended and Restated Bylaws of the Company, incorporated
                     by reference to Exhibit 3.2 of StockerYale's Form 10-SB,
                     as amended, filed on November 2, 1995.

          5.1        Opinion of Goodwin, Procter & Hoar LLP*

         23.1        Consent of Arthur Andersen LLP, Independent Accountants*

         23.2        Consent of Goodwin, Procter & Hoar LLP (included in
                     Exhibit 5.1 hereto)

         24.1        Powers of attorney (see signature page)*

         99.1        The StockerYale, Inc. 1996 Stock Option and Incentive Plan,
                     as amended and restated through May 20, 1999*
</TABLE>

----------------------------
*  Filed herewith

ITEM 9.  UNDERTAKINGS

     (a)  The undersigned Company hereby undertakes:

               (1) To file, during any period in which offers or sales are being
          made, a post-effective amendment to this Registration Statement:

                   (i) To include any prospectus required by Section 10(a)(3)
          of the Securities Act of 1933;

                   (ii) To reflect in the prospectus any acts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement; notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated offering range may be reflected in the form of prospectus
          filed with the Commission pursuant to Rule 424(b) if, in the
          aggregate, the changes in volume and price represent no more than a
          20% change in the maximum aggregate offering price set forth in
          "Calculation of Registration Fee" table in the effective


                                        4

<PAGE>

         Registration Statement; PROVIDED, HOWEVER, that paragraphs (a)(1)(i)
         and (a)(1)(ii) herein do not apply if the information required to be
         included in a post-effective amendment by those paragraphs is contained
         in periodic reports filed by the undersigned Company pursuant to
         Section 13 or Section 15(d) of the Exchange Act that are incorporated
         by reference in the Registration Statement;

                   (iii) To include any material information with respect to the
         plan of distribution not previously disclosed in the Registration
         Statement or any material change to such information in the
         Registration Statement;

               (2) That, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new Registration Statement relating to the securities
         offered therein, and the offering of such securities at that time
         shall be deemed to be the initial BONA FIDE offering thereof; and

               (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold
         at the termination of the offering.

         (b)   The undersigned Company hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Company's annual report pursuant to Section 13(a) or 15(d) of
         the Exchange Act (and, where applicable, each filing of an employee
         benefit plan's annual report pursuant to Section 15(d) of the Exchange
         Act) that is incorporated by reference in the Registration Statement
         shall be deemed to be a new Registration Statement relating to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial BONA FIDE offering thereof.

         (c)   Insofar as indemnification for liabilities arising under the
         Securities Act may be permitted to directors, officers and controlling
         persons of the Company pursuant to the foregoing provisions, or
         otherwise, the Company has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other than the payment by the Company of expenses incurred or paid by
         a director, officer or controlling person of the Company in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the Company will, unless in the opinion of
         its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.


                                        5

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Boston, Massachusetts, on June 9, 2000.


                                        STOCKERYALE, INC.

                                        By:  /s/ Mark W. Blodgett
                                            ---------------------------
                                            Mark W. Blodgett
                                            Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Mark
W. Blodgett and Gary B. Godin, and each of them, as her or his true and lawful
attorney-in-fact and agent, with full power of substitution, for her or him and
in her or his name, place and stead, in any and all capacities to sign any or
all amendments or post-effective amendments to this registration statement (or
any registration statement for the same offering that is to be effective upon
filing pursuant to Rule 462(b) under the Securities Act) and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or her or his substitute may
lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>

            SIGNATURE                           TITLE                            DATE
            ---------                           -----                            ----

<S>                              <C>                                       <C>
/s/ Mark W. Blodgett             Chairman of the Board of Directors        June 9, 2000
------------------------         and Chief Executive Officer
Mark W. Blodgett

/s/ Alain Beauregard             President and Director                    June 9, 2000
------------------------
Alain Beauregard

/s/ Lawrence W. Blodgett         Director                                  June 9, 2000
------------------------
Lawrence W. Blodgett

/s/ Clifford L. Abbey            Director                                  June 9, 2000
------------------------
Clifford L. Abbey

/s/ John M. Nelson               Director                                  June 9, 2000
------------------------
John M. Nelson

/s/ Steven E. Karol              Director                                  June 9, 2000
------------------------
Steven E. Karol

/s/ Dr. Herbert Cordt            Director                                  June 9, 2000
------------------------
Dr. Herbert Cordt

/s/ Gary B. Godin                Senior Vice President-Finance             June 9, 2000
------------------------         and Treasurer
Gary B. Godin

</TABLE>


                                        6

<PAGE>



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

      EXHIBIT
      NUMBER                  DESCRIPTION
      ------                  -----------
<S>                        <C>
        3.1                Amended and Restated Articles of Organization, incorporated by reference to
                           Exhibit 3.1 of StockerYale's Form SB-2, Amendement No. 1, filed on October 11,
                           1996.

        3.4                Amended and Restated Bylaws of the Company, incorporated by reference to
                           Exhibit 3.2 of StockerYale's Form 10-SB, as amended, filed on November 2,
                           1995.

        5.1                Opinion of Goodwin, Procter & Hoar LLP*

       23.1                Consent of Arthur Andersen LLP, Independent Accountants*

       23.2                Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1 hereto)

       24.1                Powers of attorney (see signature page)*

       99.1                The StockerYale, Inc. 1996 Stock Option and Incentive Plan, as amended and restated
                           through May 20, 1999*
</TABLE>

----------------------------

*  Filed herewith
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "S-8", "secsgml_size_bytes": 22849}]
{"company-data": {"conformed-name": "STOCKERYALE INC", "cik": "0000094538", "assigned-sic": "3827", "irs-number": "042114473", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39080", "film-number": "653458"}, "business-address": {"street1": "32 HAMPSHIRE ROAD", "city": "SALEM", "state": "NH", "zip": "03079", "phone": "6038938778"}, "mail-address": {"street1": "32 HAMPSHIRE ROAD", "city": "SALEM", "state": "NH", "zip": "03079"}, "former-company": {"former-conformed-name": "STOCKER & YALE INC", "date-changed": "19950623"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 9, 2000
                                          Registration Statement No. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              --------------------

                                STOCKERYALE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         MASSACHUSETTS                                        04-2114473
(STATE OR OTHER JURISDICTION OF                           (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NO.)

                                32 HAMPSHIRE ROAD
                           SALEM, NEW HAMPSHIRE 03079
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

          STOCKERYALE, INC. - 1996 STOCK OPTION AND INCENTIVE PLAN, AS
                    AMENDED AND RESTATED THROUGH MAY 20, 1999
                            (FULL TITLE OF THE PLAN)

                              --------------------

                                MARK W. BLODGETT
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                                StockerYale, Inc.
                                32 Hampshire Road
                           Salem, New Hampshire 03079
                                 (603) 893-8778
  (NAME, ADDRESS AND TELEPHONE NUMBERINCLUDING AREA CODE, OF AGENT FOR SERVICE)

                              --------------------

                                    COPY TO:
                              STUART M. CABLE, P.C.
                           Goodwin, Procter & Hoar LLP
                                 Exchange Place
                        Boston, Massachusetts 02109-2881
                                 (617) 570-1000

                              --------------------

                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
Title of Securities to be     Amount to be         Proposed Maximum         Proposed Maximum            Amount of
       Registered            Registered (1)         Offering Price         Aggregate Offering       Registration Fee
                                                     per Share (2)             Price(2)(3)
----------------------------------------------------------------------------------------------------------------------
Common Stock,                   300,000                 $34.50                 $10,350,000              $2,732.40
$0.001 par value
----------------------------------------------------------------------------------------------------------------------
(1)  Plus such additional number of shares as may be required pursuant to the
     option plan in the event of a stock dividend, reverse stock split,
     split-up, recapitalization or other similar event.
(2)  This estimate is made pursuant to Rule 457(c) and (h) under the Securities
     Act of 1933, as amended (the "Securities Act"), solely for the purpose of
     determining the amount of the registration fee and is based upon the market
     value of outstanding shares of the Registrant's common stock on June 5,
     2000, utilizing the average of the high and low sale prices reported on the
     Nasdaq National Market on that date.
(3)  This estimate is made pursuant to Rule 457(h)(1) under the Securities Act
     solely for the purpose of determining the amount of the registration fee
     and is based upon the price at which outstanding stock options may be
     exercised.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
This Registration Statement on Form S-8 relates to (i) 300,000 additional
shares of common stock, par value $.001 per share of StockerYale, Inc., a
Massachusetts corporation, which may be issued under the Plan. StockerYale, Inc.
hereby incorporates by reference the contents of its Registration Statement on
Form S-8, File No. 333-60717, filed with the Securities and Exchange Commission
on August 5, 1998, covering an aggregate of 150,000 shares of common stock and
its Registration Statement on Form S-8, File No. 333-14757, filed with the
Securities and Exchange Commission on November 24, 1999, covering an aggregate
of 150,000 shares of common stock.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        The documents containing the information specified in the requirements
of Part I are not required to be filed with the Securities and Exchange
Commission as part of this Registration Statement on Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

        StockerYale, Inc. (the "Company") hereby incorporates by reference into
this Registration Statement (i) the Company's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1999, filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), (ii) the Company's Quarterly Report on Form 10-QSB for the
fiscal quarter ended March 31, 2000, filed with the Securities and Exchange
Commission pursuant to the Exchange Act and (iii) the description of the
Company's Common Stock contained in the Registration Statement on Form 10-SB/A
dated December 29, 1995, filed with the Securities and Exchange Commission
pursuant to Section 12 of the Exchange Act and any amendments or reports filed
for the purpose of updating such description.

        All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of documents.

        Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

                                        2
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        INDEMNIFICATION. The Company is a Massachusetts corporation.
Massachusetts General Laws Chapter 156B, Section 67 provides that a corporation
may, subject to certain limitations, indemnify its directors, officers,
employees and other agents, and persons who serve at its request as directors,
officers, employees or other agents of another organization, or who serve at its
request in any capacity with respect to any employee benefit plan, to the extent
specified or authorized by the corporation's articles of organization, a by-law
adopted by the stockholders, or a vote adopted by the holders of a majority of
the shares of stock entitled to vote on the election of directors.

        Section 67 also provides that a corporation may purchase and maintain
insurance against liability incurred by an officer, director, employee or other
agent of the corporation, or who serve at its request in any capacity with
respect to any employee benefit plan, in his capacity as or arising out of his
status as such, whether or not the corporation would have the power to indemnify
him against such liability.

        The Company's By-laws provide that directors and officers of the Company
shall be indemnified by the Company against liabilities and expenses arising out
of service as a director or officer of the Company. The By-laws provide that
such indemnification shall not be provided if (i) it is determined that the
action giving rise to the liability was not taken in good faith and in the
reasonable belief that the action was in the best interests of the Company or
(ii) in a criminal matter, it is adjudicated or determined that the director or
officer had reasonable cause to believe his conduct was unlawful. No
indemnification shall be provided for any director or officer with respect to
any proceeding by or in the right of the Company or alleging that a director or
officer received an improper personal benefit if he is adjudged liable to the
Company in such proceeding. The By-laws provide that the indemnification
provision in the By-laws does not limit any other right to indemnification
existing independently of the By-laws. The By-laws also provide that the right
of directors and officers to indemnification is a contract right.

        Under the By-laws, indemnification shall include payment by the Company
of expenses incurred in defending a civil or criminal action or proceeding in
advance of the final disposition of such action or proceeding, upon receipt of
an undertaking by the person indemnified to repay such payment if he shall be
adjudicated or determined to be not entitled to such indemnification under the
By-laws, which undertaking may be accepted without reference to the financial
ability of such person to make repayment. Any such indemnification may be
provided even if the person to be indemnified is no longer an officer, director,
or employee of the Company.

        The By-laws provide that the Company shall not indemnify a director or
officer in connection with any action, suit, proceeding or investigation
initiated by the director or officer unless such initiation was approved by the
Board of Directors of the Company.

        The By-laws provide that the Company is authorized to purchase and
maintain liability insurance on behalf of any director, officer, employee or
agent of the Company, whether or not the Company would have power to indemnify
him against such liability or cost.

        LIMITATION OF LIABILITY. Massachusetts General Laws Chapter 156B,
Section 13 enables a corporation in its original articles of organization or an
amendment thereto to eliminate or limit the personal liability of a director for
monetary damages for violations of the director's fiduciary duty, except (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Sections
61 and 62 of Chapter 156B (providing for liability of directors for authorizing
illegal distributions and for making loans to directors, officers and certain
shareholders) or (iv) for any transaction from which a director derived an
improper personal benefit. [The Company's Amended and Restated Articles of
Organization and By-laws currently contain no limitation of liability
provisions.]

                                        3
The Company and its officers and directors do not currently carry
liability insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8.  EXHIBITS.

         The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.
3.1        Amended and Restated Articles of Organization,
                     incorporated by reference to Exhibit 3.1 of StockerYale's
                     Form SB-2, Amendement No. 1, filed on October 11, 1996.

          3.4        Amended and Restated Bylaws of the Company, incorporated
                     by reference to Exhibit 3.2 of StockerYale's Form 10-SB,
                     as amended, filed on November 2, 1995.

          5.1        Opinion of Goodwin, Procter & Hoar LLP*

         23.1        Consent of Arthur Andersen LLP, Independent Accountants*

         23.2        Consent of Goodwin, Procter & Hoar LLP (included in
                     Exhibit 5.1 hereto)

         24.1        Powers of attorney (see signature page)*

         99.1        The StockerYale, Inc. 1996 Stock Option and Incentive Plan,
                     as amended and restated through May 20, 1999*
----------------------------
*  Filed herewith

ITEM 9.  UNDERTAKINGS

     (a)  The undersigned Company hereby undertakes:

               (1) To file, during any period in which offers or sales are being
          made, a post-effective amendment to this Registration Statement:

                   (i) To include any prospectus required by Section 10(a)(3)
          of the Securities Act of 1933;

                   (ii) To reflect in the prospectus any acts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement; notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated offering range may be reflected in the form of prospectus
          filed with the Commission pursuant to Rule 424(b) if, in the
          aggregate, the changes in volume and price represent no more than a
          20% change in the maximum aggregate offering price set forth in
          "Calculation of Registration Fee" table in the effective

                                        4
Registration Statement; PROVIDED, HOWEVER, that paragraphs (a)(1)(i)
         and (a)(1)(ii) herein do not apply if the information required to be
         included in a post-effective amendment by those paragraphs is contained
         in periodic reports filed by the undersigned Company pursuant to
         Section 13 or Section 15(d) of the Exchange Act that are incorporated
         by reference in the Registration Statement;

                   (iii) To include any material information with respect to the
         plan of distribution not previously disclosed in the Registration
         Statement or any material change to such information in the
         Registration Statement;

               (2) That, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new Registration Statement relating to the securities
         offered therein, and the offering of such securities at that time
         shall be deemed to be the initial BONA FIDE offering thereof; and

               (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold
         at the termination of the offering.

         (b)   The undersigned Company hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Company's annual report pursuant to Section 13(a) or 15(d) of
         the Exchange Act (and, where applicable, each filing of an employee
         benefit plan's annual report pursuant to Section 15(d) of the Exchange
         Act) that is incorporated by reference in the Registration Statement
         shall be deemed to be a new Registration Statement relating to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial BONA FIDE offering thereof.

         (c)   Insofar as indemnification for liabilities arising under the
         Securities Act may be permitted to directors, officers and controlling
         persons of the Company pursuant to the foregoing provisions, or
         otherwise, the Company has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other than the payment by the Company of expenses incurred or paid by
         a director, officer or controlling person of the Company in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the Company will, unless in the opinion of
         its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.

                                        5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Boston, Massachusetts, on June 9, 2000.

                                        STOCKERYALE, INC.

                                        By:  /s/ Mark W. Blodgett
                                            ---------------------------
                                            Mark W. Blodgett
                                            Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Mark
W. Blodgett and Gary B. Godin, and each of them, as her or his true and lawful
attorney-in-fact and agent, with full power of substitution, for her or him and
in her or his name, place and stead, in any and all capacities to sign any or
all amendments or post-effective amendments to this registration statement (or
any registration statement for the same offering that is to be effective upon
filing pursuant to Rule 462(b) under the Securities Act) and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or her or his substitute may
lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
SIGNATURE                           TITLE                            DATE
            ---------                           -----                            ----
/s/ Mark W. Blodgett             Chairman of the Board of Directors        June 9, 2000
------------------------         and Chief Executive Officer
Mark W. Blodgett

/s/ Alain Beauregard             President and Director                    June 9, 2000
------------------------
Alain Beauregard

/s/ Lawrence W. Blodgett         Director                                  June 9, 2000
------------------------
Lawrence W. Blodgett

/s/ Clifford L. Abbey            Director                                  June 9, 2000
------------------------
Clifford L. Abbey

/s/ John M. Nelson               Director                                  June 9, 2000
------------------------
John M. Nelson

/s/ Steven E. Karol              Director                                  June 9, 2000
------------------------
Steven E. Karol

/s/ Dr. Herbert Cordt            Director                                  June 9, 2000
------------------------
Dr. Herbert Cordt

/s/ Gary B. Godin                Senior Vice President-Finance             June 9, 2000
------------------------         and Treasurer
Gary B. Godin
6
EXHIBIT INDEX
EXHIBIT
      NUMBER                  DESCRIPTION
      ------                  -----------
3.1                Amended and Restated Articles of Organization, incorporated by reference to
                           Exhibit 3.1 of StockerYale's Form SB-2, Amendement No. 1, filed on October 11,
                           1996.

        3.4                Amended and Restated Bylaws of the Company, incorporated by reference to
                           Exhibit 3.2 of StockerYale's Form 10-SB, as amended, filed on November 2,
                           1995.

        5.1                Opinion of Goodwin, Procter & Hoar LLP*

       23.1                Consent of Arthur Andersen LLP, Independent Accountants*

       23.2                Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1 hereto)

       24.1                Powers of attorney (see signature page)*

       99.1                The StockerYale, Inc. 1996 Stock Option and Incentive Plan, as amended and restated
                           through May 20, 1999*
----------------------------

*  Filed herewith