0000899140-01-500291.txt : 20011009 0000899140-01-500291.hdr.sgml : 20011009 ACCESSION NUMBER: 0000899140-01-500291 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010927 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STAKE TECHNOLOGY LTD CENTRAL INDEX KEY: 0000351834 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-FARM PRODUCT RAW MATERIALS [5150] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-59617 FILM NUMBER: 1746133 BUSINESS ADDRESS: STREET 1: 2838 HWY 7 STREET 2: NORVAL ONTARIO CITY: L0P 1K0 CANADA STATE: A6 ZIP: L0P 1K0 BUSINESS PHONE: 9054551990 MAIL ADDRESS: STREET 1: 2838 HWY 7 STREET 2: NORVAL ONTARIO CITY: CANADA L0P 1K0 ZIP: L0P 1K0 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLARIDGE ISRAEL LLC CENTRAL INDEX KEY: 0001159558 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O WILLKIE FARR & GALLAHGER STREET 2: 787 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10019-6099 BUSINESS PHONE: 2127288964 MAIL ADDRESS: STREET 1: C/O WILLKIE FARR & GALLAHGER STREET 2: 787 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 ci950374b.txt INITIAL FILING ON SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Stake Technology Ltd. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Without Par Value -------------------------------------------------------------------------------- (Title of Class of Securities) 85 25 59 103 -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Guy P. Lander Claridge Israel LLC c/o Davies Ward Phillips & Vineberg 625 Madison Avenue, 12th Floor New York, New York 10022 (514) 878-5243 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Michael A. Schwartz., Esq. Willkie Farr & Gallagher 787 Seventh Avenue New York, NY 10019-6099 (212) 728-8000 September 17, 2001 -------------------------------------------------------------------------------- (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 --------------------------------------- --------------------- CUSIP No. 85 25 59 103 Page 2 of 10 Pages --------------------------------------- --------------------- ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Claridge Israel LLC ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] ----------- -------------------------------------------------------------------- 3 SEC USE ONLY ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS AF ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 1,681,300 NUMBER OF --------- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH --------- ------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 1,681,300 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,681,300 ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.11 ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO ----------- -------------------------------------------------------------------- Item 1. Security and Issuer. This statement on Schedule 13D (the "Statement") relates to shares of Common Stock, with no par value per share (the "Common Stock"), of Stake Technology Ltd., a corporation existing under the laws of Canada (the "Issuer"). The principal executive offices of the Issuer are located at 2838 Highway 7, Norval, Ontario, Canada L0P 1K0. This Statement is being filed by the Reporting Person (as defined below) to report transactions in the Common Stock as a result of which the Reporting Person may be deemed to be a beneficial owner of in excess of 5% of the total number of shares of outstanding Common Stock. Item 2. Identity and Background. (a) This Statement is being filed on behalf of Claridge Israel LLC, a Delaware limited liability company (the "Reporting Person"). Schedule I to this Statement contains the name, residence or business address, present principal occupation and citizenship of each of the executive officers and Managers of the Reporting Person. (b) The Reporting Person has its principal office at c/o Davies Ward Phillips & Vineberg, 625 Madison Avenue, New York, New York 10022. (c) The Reporting Person's principal business consists of the acquisition, ownership, disposition and reinvestment of investment assets and related business activities. (d) During the past five years, none of the persons listed on Schedule I as a Manager or executive officer of the Reporting Person has been convicted in a criminal proceeding. (e) During the past five years, none of the persons listed on Schedule I as a Manager or executive officer of the Reporting Person has been a party to any civil proceeding as a result of which it has been 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. Item 3. Source and Amount of Funds or Other Consideration. The source of funds is the Charles Bronfman Trust, an affiliate of the Reporting Person. Item 4. Purpose of Transaction. The purpose of the Reporting Person in effecting the transactions reported hereby is to make a substantial, but not controlling, equity investment in the Issuer. The Reporting Person has agreed in principle to purchase directly from the Issuer (the "Private Placement") an aggregate of 3,000,000 units, at a purchase price of US$2.00 per unit, each unit to consist of one share of Common Stock and a warrant to purchase 0.75 shares of Common Stock. In connection with the Private Placement, the Reporting Person would be entitled to designate one person to serve on the Issuer's board of directors and would have the right to designate an additional director of the Issuer under certain circumstances. Additionally, in connection with the Private Placement, the Reporting Person would be entitled to certain registration rights and preemptive rights. The Private Placement is subject to, among other things, the negotiation and execution of definitive documentation in connection therewith. Subsequent to the Private Placement, the Reporting Person may elect from time to time to purchase additional securities of the Issuer in market transactions or otherwise. Except as set forth in this Statement and in the attached Exhibits, 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 Item 4 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 may be deemed to beneficially own 1,681,300 shares of Common Stock, which represents 5.11% of the Common Stock of the Issuer based on the 32,923,203 shares of Common Stock reported by the Issuer as outstanding as of August 7, 2001. Except as disclosed in this Item 5(a), as of the date hereof, neither of the Reporting Person nor, to the best of its knowledge, any of its Managers or executive officers beneficially owns any shares of Common Stock. (b) The Reporting Person possesses the sole power to vote or dispose of the shares of Common Stock reported herein as beneficially owned by it. (c) Except as set forth in Schedule II attached to this Statement, during the last sixty days there have been no transactions in the Common Stock effected by the Reporting Person, nor, to the best of its knowledge, any of its Managers, executive officers or members. All of the purchases set forth on Schedule II were made in open market transactions effected by means of the NASDAQ small cap market except for the purchase effected on September 17, 2001, which was made pursuant to that certain Stock Purchase Agreement, dated as of September 14, 2001, by and among the Reporting Person, Dennis W. Anderson and Christopher J. Anderson, which agreement is more fully described in Item 6 below. (d) None. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. On September 17, 2001, the Reporting Person entered into that certain Stock Purchase Agreement (the "Purchase Agreement"), dated as of September 14, 2001, by and among the Reporting Person, Dennis W. Anderson and Christopher J. Anderson, a copy of which is attached hereto as Exhibit 1, and pursuant to which the Reporting Person acquired 1,200,000 shares of the Common Stock. In connection with the transactions contemplated by the Purchase Agreement, the Reporting Person received a letter acknowledgement from the Issuer, dated September 14, 2001 (the "Letter Acknowledgement"), whereby the Issuer confirmed that upon consummation of the transactions contemplated by the Purchase Agreement, the Issuer would be bound by, and the Reporting Person would succeed to, those rights, privileges, limitations and obligations set forth in Section 3.5 of an Agreement and Plan of Reorganization, dated September 11, 2000, by and among the Issuer, Stake Minnesota II, Inc., Dennis W. Anderson, Larry D. Anderson, Christopher J. Anderson and Northern Food and Dairy, Inc., as if the Reporting Person were an original grantee under such agreement. The Letter Acknowledgement, together with a copy of Section 3.5 of the Agreement and Plan of Reorganization, is attached hereto as Exhibit 2. Except as set forth in this Statement or the Exhibits hereto, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits. 1. Stock Purchase Agreement, dated as of September 14, 2001, by and among the Reporting Person, Dennis W. Anderson and Christopher J. Anderson 2. Letter Acknowledgement, dated September 17, 2001, by and between the Reporting Person and the Issuer. SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: September 26, 2001 CLARIDGE ISRAEL LLC By: /s/ Michel Boucher ------------------------------ Name: Michel Boucher Title: Vice President SCHEDULE I TO SCHEDULE 13D Information with Respect to Executive Officers and Directors of the Reporting Persons The following sets forth as to each of the executive officers and Managers of the Reporting Person: 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. Unless otherwise specified, the principal employer of each such individual is Claridge, Inc., the business address of which is 1170 Peel Street, Montreal, Canada H3B 4P2, and each such individual identified below is a citizen of Canada. To the knowledge of the Reporting Person, 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.

CLARIDGE ISRAEL LLC ------------------- Name and Position with Present Business Address Present Principal Occupation Citizenship ---------------------- ------------------------ ---------------------------- ----------- the Reporting Person -------------------- Board of Managers: Charles R. Bronfman 375 Park Avenue, 6th Floor, Philanthropist Canadian New York, NY 10152 Bruce I. Judelson 157 Church St. Partner, Bergman, United States New Haven, CT 6510 Horowitz & Reynolds Guy P. Lander 625 Madison Ave. Resident Counsel, United States 12th Floor, Davies, Ward, Phillips New York, NY, 10022 & Vineberg Executive Officers: Charles R. Bronfman, Chairman Bruce I. Judelson, President Andrew J. Parsons, Senior Vice President & Vice President CFO, Claridge, Inc. Richard P. Doyle, Senior Vice President Vice President Claridge, Inc. Michel Boucher, Vice President Vice President Claridge, Inc. Geri F. Craig, Assistant Secretary Secretary Claridge, Inc. Robert M. Jamieson, Controller Controller Claridge, Inc. Samuel Minzberg, President & CEO Assistant Secretary Claridge, Inc.

SCHEDULE II TO SCHEDULE 13D Information with Respect to Transactions in the Class of Securities Reported on that were Effected During the Past Sixty Days Trade Date Shares Purchased Price per Share ---------- ---------------- --------------- 30-Aug-01 8,000 US$1.57 31-Aug-01 51,000 1.58 5-Sep-01 161,000 1.67 6-Sep-01 50,000 1.80 7-Sep-01 100,000 2.00 10-Sep-01 53,700 1.85 10-Sep-01 20,000 1.84 10-Sep-01 2,000 1.80 17-Sep-01 1,200,000 1.60 17-Sep-01 35,600 1.79 --------- Total 1,681,300 ========= EX-1 4 ci945207.txt STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT, dated as of September 14, 2001, between Dennis W. Anderson, with an address at 2834 Cty. Rd. 120 NE, Alexandria, Minnesota 56308, Christopher J. Anderson, with an address at 5500 Seaburg Rd. S.E., Osakis, Minnesota 56360 (collectively, the "Sellers"), and Claridge Israel LLC, with an address at 1170 Peel Street, Montreal, Canada H3B 4P2 (the "Buyer"). WHEREAS, each of the Sellers owns shares of the common stock, without par value (the "Common Stock"), of Stake Technology Ltd. (the "Company"); and WHEREAS, Dennis Anderson wishes to sell to the Buyer 1,000,000 (one million) shares of Common Stock and Chris Anderson wishes to sell to the Buyer 200,000 (two hundred thousand) shares of Common Stock (collectively, the "Shares"), and the Buyer wishes to purchase such numbers of Shares, respectively, from the Sellers, upon the terms set forth herein; NOW, THEREFORE, the parties hereby agree as follows: 1. Each of the Sellers hereby severally agrees to sell to the Buyer, and the Buyer hereby agrees to purchase from each of the Sellers, the number of Shares specified above, for a purchase price of U.S.$1.60 per share, upon the terms set forth in this Agreement. 2. A closing (the "Closing") of the purchase and sale of the Shares will be held at the offices of Davies Ward Phillips & Vineberg , New York, New York on September 17, 2001, or such other time and place as the Sellers and the Buyer may agree. 3. At the Closing: (a) The Buyer will deliver to each Seller the aggregate purchase price for the Shares to be purchased from such Seller, by wire transfer of immediately available funds or in such other manner as the Buyer and such Seller may agree. (b) Each Seller will deliver to the Buyer one of the following: (i) one or more certificates for the Shares to be sold by him, in the name of the Buyer, (ii) one or more certificates for the Shares to be sold by him, in the name of such Seller, together with stock powers duly endorsed by such Seller and in proper form for transfer of such Shares with signature guaranteed, or (iii) evidence reasonably acceptable to the Buyer that such Seller has delivered or is on that date delivering to the Company or its transfer agent one or more certificates for the Shares to be sold by him (which certificates may also represent other shares of Common Stock), together with stock powers duly endorsed by such Seller and in proper form for transfer of such Shares with signature guaranteed and irrevocable instructions to deliver a certificate for such Shares to and in the name of the Buyer. 4. Each of the Sellers represents and warrants to the Buyer that: (a) This Agreement has been duly authorized, executed, and delivered by such Seller, constitutes the legal, valid, and binding obligation of such Seller, and is enforceable against such Seller in accordance with its terms. (b) No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which such Seller is a party, or to which it or any of its businesses, properties, or assets are subject, is required for the execution, delivery, or performance of this Agreement. (c) Such Seller owns the Shares to be transferred by him pursuant to Section 1 of this Agreement, free and clear of all liens, security interests, pledges, charges, encumbrances, stockholders' agreements, and voting trusts, other than restrictions on transfer under the Securities Act of 1933, as amended (the "Act"). (d) Assuming the accuracy of the Buyer's representations herein, the sale of such Seller's Shares by such Seller to the Buyer is not subject to registration under Section 5 of the Act. 5. The Buyer represents and warrants to the Sellers that: (a) This Agreement has been duly authorized, executed, and delivered by the Buyer, constitutes the legal, valid, and binding obligation of the Buyer, and is enforceable against the Buyer in accordance with its terms. (b) No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which the Buyer is a party, or to which it or any of its businesses, properties, or assets are subject, is required for the execution, delivery, or performance of this Agreement. (c) The Buyer (i) understands that the Shares were acquired by the Sellers and are being transferred to the Buyer in transactions exempt from registration under the Act, (ii) is acquiring the Shares for its own account (and not for the account of others) for investment, (iii) understands that it may not, and agrees that it will not, sell or otherwise dispose of the Shares in the absence of either a registration statement under the Act or an exemption from the registration provisions of the Act, and (iv) acknowledges and agrees that the certificates representing the Shares may contain a legend to the effect of Section 5(c)(iii). (d) Buyer believes that the investment in the Shares is suitable for it based upon Buyer's investment objectives and financial needs, and Buyer has adequate means for providing for his, her or its current financial needs and personal contingencies and has no -2- need for liquidity of investment with respect to the Shares. Buyer has obtained, to the extent Buyer deems necessary, his, her or its own professional advice with respect to the risks inherent in the investment in the Shares, and the suitability of the investment in the Shares in light of Buyer's financial condition and investment needs. Buyer is an "Accredited Investor" as defined in Rule 501(a) of Regulation D under the Act. (e) Buyer has been advised that the Shares are not being registered under the Act or the relevant state laws but are being offered and sold pursuant to exemptions from such laws and that Sellers' reliance upon such exemptions is predicated in part on Buyer' s representations to Sellers as contained herein. Buyer represents and warrants that the Shares are being purchased for Buyer's own account and for Buyer's investment and without the intention of reselling or redistributing the same, that Buyer has made no agreement with others regarding any of such Shares and that Buyer's financial condition is such that it is not likely that it will be necessary to dispose of any of the Shares in the foreseeable future. Buyer is aware that, in the view of the U.S. Securities and Exchange Commission, a purchase of the Shares with an intent to resell by reason of any foreseeable specific contingency or anticipated change in market values, or any change in the condition of Sellers, or in connection with a contemplated liquidation or settlement of any loan obtained for the acquisition of the Shares and for which the Shares were pledged as security, would represent an intent inconsistent with the representations set forth above. Buyer further represents and agrees that if, contrary to the foregoing stated intentions, Buyer should later desire to dispose of or transfer any of the Shares in any manner, it shall not do so without first obtaining (i) the opinion of counsel satisfactory to the Company that such proposed disposition or transfer lawfully may be made without the registration of the Shares pursuant to the Act, as amended, and applicable state laws, or (ii) such registration (it being expressly understood that Sellers shall not have any obligation to register such Shares for such purpose). 6. The Buyer and the Sellers agree that the Company, its transfer agent, and its counsel may rely on the representations, warranties, and agreements contained in this Agreement in connection with the transfer of the Shares contemplated by this Agreement. 7. At any time and from time to time, each party agrees, without further consideration, to take such actions and to execute and deliver such documents as the other parties may reasonably request to effectuate the purposes of this Agreement. 8. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof, supersedes all existing agreements among them concerning such subject matter, and may be modified only by a written instrument duly executed by each party. 9. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be given by Federal Express, Express Mail, or similar overnight delivery -3- or courier service or delivered (in person or by telecopy or similar telecommunications equipment) against receipt to the party to whom it is to be given at the address of such party set forth in the preamble to this Agreement (or to such other address as the party shall have furnished in writing in accordance with the provisions of this Section 9). Any notice shall be deemed given at the time of receipt thereof. 10. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 11. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 12. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflict of laws. 13. This Agreement does not create, and shall not be construed as creating, any rights enforceable by any person not a party to this Agreement (except as provided in Section 6). IN WITNESS WHEREOF, the Buyer and the Sellers have executed and delivered this Agreement as of the date and year first above written. /s/ Dennis W. Anderson ----------------------------- Dennis W. Anderson /s/ Christopher J. Anderson ----------------------------- Christopher J. Anderson CLARIDGE ISRAEL LLC By: /s/ Andrew Parsons -------------------------- Its: Vice President EX-2 5 wpep999999.txt LETTER ACKNOWLEDGEMENT [LETTERHEAD OF STAKE TECHNOLOGY LTD.] September 14, 2001 Claridge Israel LLC 1170 Peel Street Montreal, Canada H3B 4P2 Ladies and Gentlemen: We understand that you have arranged for the purchase of 1,000,000 and 200,000 shares of Common Stock of Stake Technology Ltd. (the "Shares") from Dennis W. Anderson and Christopher Anderson, respectively, pursuant to that certain Stock Purchase Agreement dated September 14, 2001. The Shares were granted pursuant to that certain Agreement and Plan of Reorganization dated September 11, 2000 among Stake Technology Ltd., Stake Minnesota II, Inc., Dennis W. Anderson, Larry D. Anderson, Christopher J. Anderson, Northern Food and Dairy, Inc. (the "Reorganization Agreement") and constitute a portion of the "Merger Consideration," as that term is defined in the Reorganization Agreement. This letter is to advise you that with respect to you and any subsequent holder of the Merger Consideration, the Company will be bound by, and you and any subsequent holder will succeed to, those rights, privileges, limitations and obligations described by Section 3.5 of the Reorganization Agreement, including the limitations on the time during which those rights are exercisable, as if you or any subsequent holder had been the original grantee of the Merger Consideration. STAKE TECHNOLOGY LTD. By: /s/ Jeremy Kendall ------------------------------ Jeremy Kendall, Chairman of the Board