SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
SunOpta Inc. (f/k/a Stake Technology Limited)
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(Name of Issuer)
Common Stock, Without Par Value
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(Title of Class of Securities)
85 25 59 103
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(CUSIP Number of Class of Securities)
John S. Harrison
Vice President
c/o Wilmington Trust Company
1100 North Market Street
Wilmington, Delaware 19890
(302) 651-1000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Jay Rubinstein, Esq.
Withers Bergman LLP
157 Church Street
P.O. Box 426
New Haven, CT 06502
(203) 789-1320
December 30, 2003
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(Date of Event which Requires
Filing of this Schedule)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
SCHEDULE 13D
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CUSIP No. 85 25 59 103
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Charles Bronfman Trust
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
5,490,906
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 5,490,906
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,490,906
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2%
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14 TYPE OF REPORTING PERSON
OO
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Introductory Note
This Schedule 13D (the "Schedule 13D") is filed by the Charles Bronfman
Trust (the "Reporting Person").
Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, without par value (the
"Common Stock"), of SunOpta Inc., a Canadian corporation (f/k/a Stake Technology
Limited) (the "Issuer"). The principal executive offices of the Issuer are
located at 2838 Highway 7, Norval, Ontario, Canada L0P 1K0.
Item 2. Identity and Background.
(a) This Schedule 13D is being filed on behalf of the Reporting Person.
Schedule I-A to this Schedule 13D contains the name, residence or business
address, present principal occupation and citizenship or place of organization
of each trustee (each a "CBT Trustee") of the Reporting Person.
(b) The Reporting Person has its principal office at c/o Wilmington Trust
Company, 1100 North Market Street, Wilmington, Delaware 19890.
(c) The principal business of the Reporting Person consists of the
acquisition, ownership, disposition and reinvestment of investment assets and
related business activities.
(d) During the past five years, neither the Reporting Person nor, to the
best knowledge of the Reporting Person, the persons listed on Schedule I-A as a
CBT Trustee, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the past five years, neither the Reporting Person nor, to the
best knowledge of the Reporting Person, the persons listed on Schedule I-A as a
CBT Trustee, has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) The Reporting Person is organized under the laws of Delaware.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person directly owns a 50% membership interest in Claridge
Israel LLC, a Delaware limited liability company ("Claridge"). On December 30,
2003, Claridge distributed pro rata to its members the shares of Common Stock
and the warrants to
purchase shares of Common Stock owned by it (the "Distribution"). In connection
with the Distribution, the Reporting Person received 4,240,906 shares of Common
Stock and warrants to acquire 1,250,000 shares of Common Stock. No funds were
paid in consideration of the Distribution.
Item 4. Purpose of Transaction.
As described in Item 3 hereto, the Reporting Person received the shares of
Common Stock and warrants to purchase shares of Common Stock in connection with
the Distribution. Subsequent to the filing of this Schedule 13D, the Reporting
Person may elect from time to time to purchase additional securities of the
Issuer in market transactions or otherwise or dispose of securities of the
Issuer in market transactions or otherwise.
Except as set forth in this Schedule 13D, the Reporting Person does not
have any present plans or proposals that relate to or would result in any of the
actions required to be described in Items 4(a) through 4(j) of Schedule 13D. The
Reporting Person may, at any time, review or reconsider its position with
respect to the Issuer and the Common Stock and formulate plans or proposals with
respect to any of such matters, but has no present intention of doing so.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person beneficially owns 5,490,906 shares of Common Stock
(including 1,250,000 shares of Common Stock that may be acquired through
presently exercisable warrants), which represents approximately 10.2% of the
Common Stock of the Issuer, based on the 52,578,460 shares of Common Stock the
Issuer had outstanding as of November 6, 2003, as reported on the Issuer's Form
10-Q for the quarterly period ended September 30, 2003, and the 1,250,000 shares
of Common Stock that may be acquired through presently exercisable warrants.
(b) The Reporting Person has sole power to vote or to direct the vote and
to dispose or to direct the disposition of all of the shares of Common Stock it
may be deemed to beneficially own.
(c) Other than the acquisition of beneficial ownership of 5,490,906 shares
of Common Stock (including 1,250,000 shares of Common Stock that may be acquired
through presently exercisable warrants) by the Reporting Person on December 30,
2003 in connection with the Distribution, in the 60 days prior hereto there have
been no transactions in the Common Stock effected by the Reporting Person, nor,
to the best knowledge of the Reporting Person, any of the persons set forth on
Schedule I-A hereto.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
As described in Item 3 hereto, the Reporting Person received warrants to
purchase shares of Common Stock in connection with the Distribution. The
warrants held by the Reporting Person represent the right to purchase an
aggregate of (i) 1,125,000 shares of Common Stock at a price of US$2.40 per
share at any time and from time to time until September 30, 2004 (the "September
Warrant") and (ii) 125,000 shares of Common Stock at a price of US$3.25 per
share at any time and from time to time until November 30, 2004 (the "November
Warrant"). The terms and conditions of the September Warrant are attached hereto
as Exhibit A. The terms and conditions of the November Warrant are attached
hereto as Exhibit B. The terms and conditions of the September Warrant and the
November Warrant are incorporated herein by reference and the foregoing summary
of the September Warrant and the November Warrant is qualified in its entirety
by reference to those exhibits.
Item 7. Material to be Filed as Exhibits.
Exhibit A. Terms and Conditions of Warrant to Purchase 1,125,000 shares of
Common Stock.
Exhibit B. Terms and Conditions of Warrant to Purchase 125,000 shares of
Common Stock.
Exhibit C. Power of Attorney from the Wilmington Trust Company, a Trustee
of the Charles Bronfman Trust.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: January 7, 2004 CHARLES BRONFMAN TRUST
By: /s/ Jay Rubinstein
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Name: Jay Rubinstein, a Trustee, and
as Attorney-in-Fact the Wilmington
Trust Company, a Trustee
SCHEDULE I-A
TO SCHEDULE 13D
Information with Respect to
Trustees of the Charles Bronfman Trust
The following sets forth as to each of the CBT Trustees of the Charles
Bronfman Trust: his or her name; his or her business address; and his or her
present principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment is
conducted. To the knowledge of the Charles BronfmanTrust, during the last five
years, no such person has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), and no such person was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which he or she was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities law or finding any violation with
respect to such laws.
Name and
Position with
the Charles Present Principal Citizenship or Place
Bronfman Trust Present Business Address Occupation of Organization
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Jay Rubinstein c/o Withers Bergman LLP Principal, Withers United States
157 Church Street Bergman LLP
P.O. Box 426
New Haven, CT 06502
Wilmington 1100 North Market Street Providing administrative, Delaware
Trust Company Wilmington, Delaware 19890 investment, tax and
custodial services