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
October 25, 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. Other Events and Regulation FD Disclosure
On October 25, 2002, 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"), which
provides for (i) the commencement by Purchaser of a cash tender offer for all of
the outstanding shares of common stock, par value $0.01 per share (the "Common
Stock"), of Opta and (ii) following the consummation of the tender offer, the
merger of Purchaser with and into Opta. In connection with the Merger Agreement,
the Company and Purchaser entered into a Stockholder's Agreement dated as of
October 25, 2002 with certain stockholders of Opta (the "Stockholders'
Agreement"). On October 28, 2002, the Company issued a press release (the "Press
Release") announcing the execution of the Merger Agreement.
The Merger Agreement, the Stockholders' Agreement and the Press Release
are attached hereto as Exhibits 2.1, 2.2 and 99.1, respectively, and are
incorporated herein by reference. The description of each document set forth
above does not purport to be complete and is qualified in its entirety by
reference to the provisions of each such agreement.
Item 7. Financial Statements and Exhibits
(a) Financial statements of business being acquired: Not Applicable
(b) 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.
2.2 Stockholders' Agreement dated as of
October 25, 2002 between Stake Technology
Ltd, Stake Acquisition Corp. and certain
stockholders of Opta Food Ingredients, Inc.
99.1 Press Release of Stake Technology Ltd.
dated October 28, 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.
November 6, 2002 STAKE TECHNOLOGY LTD.
By: "Steven 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.
2.2 Stockholders' Agreement dated as of
October 25, 2002 between Stake Technology
Ltd, Stake Acquisition Corp. and certain
stockholders of Opta Food Ingredients, Inc.
99.1 Press Release of Stake Technology Ltd.
dated October 28, 2002.