SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
December 4, 2002
Date of Report (Date of earliest event reported)
STAKE TECHNOLOGY LTD.
(Exact name of registrant as specified in its charter)
CANADA 0-9989 Not Applicable
(Jurisdiction of Incorporation) (Commission File No.) (IRS Employer I.D. Number)
2838 Highway 7
Norval, Ontario L0P 1K0, Canada
(Address of Principle Executive Offices)
(905) 455-1990
(Registrant's telephone number, including area code)
Item 5. Acquisition or Disposition of Assets
Stake Technology Ltd, a Canada corporation (the "Company") entered into an
Agreement and Plan of Merger (the "Merger Agreement") dated as of October 25,
2002 among the Company, Opta Food Ingredients, Inc., a Delaware corporation
("Opta"), and Stake Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of the Company ("Purchaser"), pursuant to which the Purchaser
commenced on November 4, 2002 a cash tender offer at $2.50 per share for all of
the outstanding shares of common stock, par value $0.01 per share (the "Common
Stock"), of Opta. On December 4, 2002 the Company announced that the Purchaser
had accepted for payment, at a price of $2.50 per share, approximately
10,080,764 shares of Common Stock of Opta (including approximately 620,323
shares tendered by means of guaranteed delivery) at a price of $2.50 per share
in cash. The tender offer expired, as scheduled, at 12:00 midnight, New York
City time, on Tuesday, December 3, 2002. By the close of business Friday,
December 6, 2002, a total of 10,063,841 shares (including those initially
tendered by means of guaranteed delivery) or approximately 92.43% of all of the
outstanding shares of Common Stock of Opta had been received by the Depositary,
Mellon Investor Services LLC. Having received and paid for over 90% of the
outstanding shares of Common Stock of Opta, the Company intends to merge the
Purchaser with and into Opta in accordance with Delaware's short form merger
provisions (the "Merger"). As a result of the Merger, Opta will become a
wholly-owned subsidiary of the Company and each remaining outstanding share of
Common Stock of Opta will be converted, subject to appraisal rights, into the
right to receive $2.50 in cash, without interest. After the effective time of
the Merger, a Notice of Merger and Appraisal Rights and a Letter of Transmittal
to be used for surrendering certificates formerly representing shares of Common
Stock of Opta in exchange for the cash payment will be sent to holders of record
of Opta Common Stock who did not tender their shares in the tender offer.
The total amount of funds required by the Purchase to purchase all shares
of Common Stock of Opta tendered, and to pay all related fees and expenses in
connection with the tender offer, and to consummate and to pay all related fees
and expenses in connection with the Merger is approximately $29,000,000. The
Company and the Purchaser intend to obtain these funds from (a) a $17,000,000
tender facility (the "Tender Facility") provided by the Bank of Montreal and
Harris Trust and Savings Bank (the "Banks"), who will underwrite the full amount
of the Tender Facility; (b) the sale of a $5,000,000 convertible debenture (the
"Debenture") to an affiliate of the Company's largest shareholder, Claridge
Israel LLC; and (c) funds provided from cash resources of the Company and its
subsidiaries. Further information with respect to the terms of the Tender
Facility is incorporated herein by reference to Section 10 of the Purchaser's
and the Company's Offer to Purchase dated November 4, 2002 which was filed as
Exhibit (a)(1) to the Purchaser's and the Company's Schedule TO filed on
November 4, 2002.
Item 7. Financial Statements and Exhibits
(a) Financial statements of business being acquired.
It is impractical to provide the financial information with respect
to the acquisition of Opta required by this Item at the time of this filing. The
required financial information will be filed as soon as practicable, but no
later than 60 days after the due date of this report.
(b) Pro forma financial information.
It is impractical to provide the pro forma financial information of
Opta required by this Item at the time of this filing. The required pro forma
financial information will be filed as soon as practicable, but no later than 60
days after the due date of this report.
(c) Exhibits:
Exhibit No. Description
----------- -----------
2.1 Agreement and Plan of Merger dated as of October
25, 2002 among Opta Food Ingredients, Inc., Stake
Technology Ltd. and Stake Acquisition Corp.
(incorporated by reference to Exhibit (d)(1) to
Purchaser's and the Company's Schedule TO filed on
November 4, 2002).
99.1 Press Release of Stake Technology Ltd. dated
December 4, 2002 (incorporated by reference to
Exhibit (a)(7)(i) to Purchaser's and the Company's
Amendment No. 1 to Schedule TO filed on December
4, 2002).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
December 4, 2002 STAKE TECHNOLOGY LTD.
By: /s/ Steven R. Bromley
------------------------
Steven R. Bromley
Vice President - Finance
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
2.1 Agreement and Plan of Merger dated as of October
25, 2002 among Opta Food Ingredients, Inc., Stake
Technology Ltd. and Stake Acquisition Corp.
(incorporated by reference to Exhibit (d)(1) to
Purchaser's and the Company's Schedule TO filed on
November 4, 2002).
99.1 Press Release of Stake Technology Ltd. dated
December 4, 2002 (incorporated by reference to
Exhibit (a)(7)(i) to Purchaser's and the Company's
Amendment No. 1 to Schedule TO filed on December
4, 2002).