<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                                (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NO.)

                                32 HAMPSHIRE ROAD
                           SALEM, NEW HAMPSHIRE 03079
                                 (603) 893-8778

    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                        2000 EMPLOYEE STOCK PURCHASE PLAN
                      2000 STOCK OPTION AND INCENTIVE PLAN

                            (FULL TITLE OF THE PLAN)

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

                                MARK W. BLODGETT
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                                STOCKERYALE, INC.
                                32 HAMPSHIRE ROAD
                           SALEM, NEW HAMPSHIRE 03079

       (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
                 AREA CODE, OF REGISTRANT'S AGENT FOR SERVICE)

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

                                 WITH A 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>
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
                                                             PROPOSED MAXIMUM            PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE         AMOUNT TO BE             OFFERING PRICE PER          AGGREGATE OFFERING              AMOUNT OF
        REGISTERED                REGISTERED (1)                 SHARE(2)                    PRICE(3)              REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                            <C>                        <C>                          <C>
2000 EMPLOYEE STOCK
PURCHASE PLAN                     100,000 shares                 $34.50                     $3,450,000                   $910.80
Common Stock, $.001
par value
-----------------------------------------------------------------------------------------------------------------------------------
2000 STOCK OPTION AND
INCENTIVE PLAN                    400,000 shares                 $34.50                    $13,800,000                  $3,643.20
Common Stock, $.001
par value
-----------------------------------------------------------------------------------------------------------------------------------
Totals                            500,000 shares                 $34.50                    $17,250,000                  $4,554.00
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Plus such additional number of shares as may be required pursuant to the
     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 solely for the purposes of determining the
     registration fee and is based upon the average of the high and low price of
     the Common Stock on June 5, 2000



<PAGE>


                                     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.


                                        1

<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

                                        2

<PAGE>


improper personal benefit. [The Company's Amended and Restated Articles of
Organization and By-laws currently contain no limitation of liability
provisions.]

        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, Amendment 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. 2000 Employee Stock Purchase Plan*

         99.2         The StockerYale, Inc. 2000 Stock Option and Incentive Plan*
</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"


                                        3

<PAGE>



     table in the effective 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.


                                        4

<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>

                                        5

<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, Amendment 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. 2000 Employee Stock Purchase Plan*

       99.2                The StockerYale, Inc. 2000 Stock Option and Incentive Plan*
</TABLE>

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





                                        6
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "S-8", "secsgml_size_bytes": 23041}]
{"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": "333-39082", "film-number": "653461"}, "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                                (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NO.)

                                32 HAMPSHIRE ROAD
                           SALEM, NEW HAMPSHIRE 03079
                                 (603) 893-8778

    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                        2000 EMPLOYEE STOCK PURCHASE PLAN
                      2000 STOCK OPTION AND INCENTIVE PLAN

                            (FULL TITLE OF THE PLAN)

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

                                MARK W. BLODGETT
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                                STOCKERYALE, INC.
                                32 HAMPSHIRE ROAD
                           SALEM, NEW HAMPSHIRE 03079

       (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
                 AREA CODE, OF REGISTRANT'S AGENT FOR SERVICE)

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

                                 WITH A COPY TO:
                              STUART M. CABLE, P.C.
                           GOODWIN, PROCTER & HOAR LLP
                                 EXCHANGE PLACE
                        BOSTON, MASSACHUSETTS 02109-2881
                                 (617) 570-1000

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

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
                                                             PROPOSED MAXIMUM            PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE         AMOUNT TO BE             OFFERING PRICE PER          AGGREGATE OFFERING              AMOUNT OF
        REGISTERED                REGISTERED (1)                 SHARE(2)                    PRICE(3)              REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
2000 EMPLOYEE STOCK
PURCHASE PLAN                     100,000 shares                 $34.50                     $3,450,000                   $910.80
Common Stock, $.001
par value
-----------------------------------------------------------------------------------------------------------------------------------
2000 STOCK OPTION AND
INCENTIVE PLAN                    400,000 shares                 $34.50                    $13,800,000                  $3,643.20
Common Stock, $.001
par value
-----------------------------------------------------------------------------------------------------------------------------------
Totals                            500,000 shares                 $34.50                    $17,250,000                  $4,554.00
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
(1)  Plus such additional number of shares as may be required pursuant to the
     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 solely for the purposes of determining the
     registration fee and is based upon the average of the high and low price of
     the Common Stock on June 5, 2000
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.

                                        1
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

                                        2
improper personal benefit. [The Company's Amended and Restated Articles of
Organization and By-laws currently contain no limitation of liability
provisions.]

        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, Amendment 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. 2000 Employee Stock Purchase Plan*

         99.2         The StockerYale, Inc. 2000 Stock Option and Incentive Plan*
----------------------------
*  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"

                                        3
table in the effective 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.

                                        4
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
5
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, Amendment 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. 2000 Employee Stock Purchase Plan*

       99.2                The StockerYale, Inc. 2000 Stock Option and Incentive Plan*
----------------------------
*  Filed herewith

                                        6