-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WPgK0Z/OoF0qjc3WAdApU6kgRt74vJgO4aAr6lPgOk/bOJCDiXmDz7xGq+wQNhUm 5KouOHx5TtTmP8bD36lnGg== 0000899140-04-000012.txt : 20040107 0000899140-04-000012.hdr.sgml : 20040107 20040107154229 ACCESSION NUMBER: 0000899140-04-000012 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20040107 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHARLES BRONFMAN TRUST CENTRAL INDEX KEY: 0001274526 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 1170 CLARIDGE INC STREET 2: C/O CLARIDGE INC CITY: MONTREAL CANADA STATE: E6 ZIP: 0000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUNOPTA INC 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: 04513170 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 FORMER COMPANY: FORMER CONFORMED NAME: STAKE TECHNOLOGY LTD DATE OF NAME CHANGE: 19940901 SC 13D 1 c1312875b.txt INITIAL FILING ON SCHEDULE 13D 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) - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Without Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 85 25 59 103 - -------------------------------------------------------------------------------- (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 - -------------------------------------------------------------------------------- (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 - -------------------------------------------------------------------------------- (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 - --------------------------- - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Charles Bronfman Trust - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - ----------- -------------------------------------------------------------------- 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 5,490,906 --------- ------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY -0- OWNED BY --------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 5,490,906 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER -0- - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,490,906 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.2% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - ----------- -------------------------------------------------------------------- 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 ------------------------------ 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 - -------------- ------------------------ ----------------- -------------------- 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
EX-99.A 4 c1312949.txt TERMS AND CONDITIONS OF WARRANT EXHIBIT A TERMS AND CONDITIONS ATTACHING TO WARRANTS EXPIRING SEPTEMBER 30, 2004 ARTICLE I. INTERPRETATION SECTION 1.01. DEFINITION In these Terms and Conditions, unless there is something in the subject matter or context inconsistent therewith: (a) "Herein", "hereby" and similar expressions, refer to these Terms and Conditions as the same may be amended or modified from time to time; and the expressions "Article" and "Section" followed by a number refer to the specified Article or Section of these Terms and Conditions; (b) "Warrants" means the Warrants of the Company issued and presently authorized as set out in Section 2.01 hereof and for the time being outstanding; (c) "Warrant Holders" or "Holders" means the registered holders of the Warrants for the time being; (d) "Company" means STAKE TECHNOLOGY LTD.; (e) "Director" means a director of the Company for the time being and reference, without more, to action by the directors means action by the directors of the Company as a board, or whenever duly empowered, action by an executive committee of the board; (f) "Company's auditors" means an independent firm of accountants duly appointed as auditors of the Company; (g) "Security" means any note or share of the Company's issue or any Warrant to purchase shares of the Company's issue or any other instrument of whatever nature issued by the Company and commonly known as a security; (h) "Common Shares" or "Shares" means the common shares without par value in the capital of the Company as constituted at the 28th day of September, 2001 and any shares resulting from any increase, subdivision or consolidation of the said shares or any conversion thereof into another form of securities; (i) "Person" means an individual, a corporation, a partnership, a trustee or any unincorporated organization and words importing persons have a similar meaning; and (j) Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders. SECTION 1.02. INTERPRETATION NOT AFFECTED BY HEADINGS, ETC. The division of these Terms and Conditions into Articles and Sections, and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation thereof. SECTION 1.03. APPLICABLE LAW The Warrants shall be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable thereto and shall be treated in all respects as Ontario contracts. ARTICLE II. ISSUE OF WARRANTS SECTION 2.01. ISSUE OF WARRANTS Warrants entitling the holders thereof to purchase an aggregate of up [1,125,000] Common Shares are authorized to be issued by the Company. SECTION 2.02. ADDITIONAL WARRANTS The Company may at any time and from time to time issue additional Warrants or grant options or similar rights to purchase Securities of its issue. SECTION 2.03. APPLICATION AND TERMS The provisions of Articles 1 to and including 7 hereof shall apply to all the Warrants. SECTION 2.04. ISSUE IN SUBSTITUTION FOR LOST WARRANTS (1) In case this Warrant shall become mutilated or be lost, destroyed or stolen, the Company in its discretion may issue and deliver a new Warrant of like date and tenor as the one mutilated, lost, destroyed or stolen in exchange for and in place of and upon cancellation of such mutilated warrant or in lieu of, and in substitution for such lost, destroyed or stolen warrant and the substitute Warrant shall be entitled to the benefit hereof. (2) The applicant for the issue of a new Warrant pursuant hereto shall bear the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issue thereof, furnish to the Company such evidence of ownership and of the loss, destruction or theft of the Warrant so lost, destroyed or stolen as shall be satisfactory to the Company in its discretion and such applicant may also be required to furnish indemnity in amount and form satisfactory to the Company in its discretion and shall pay the reasonable charges of the Company in connection therewith. 2 SECTION 2.05. WARRANT HOLDER NOT A SHAREHOLDER The holding of a Warrant shall not constitute the holder thereof a shareholder of the Company nor entitle him or her to any right or interest in respect thereof except as in the Warrant expressly provided. SECTION 2.06. TIME OF ESSENCE Time shall be strictly of the essence hereof. ARTICLE III. OWNERSHIP AND TRANSFER SECTION 3.01. EXCHANGE OF WARRANTS Warrant certificates shall be held intact and not subdivided or exchanged into certificates representing a lesser number of Warrants except in the event of the death of a Warrant Holder in which event the personal representatives of the deceased Warrant Holder will be entitled to have Warrant Certificates held by such Holder subdivided as required to administer the estate. SECTION 3.02. CHARGES FOR TRANSFER For each Warrant transferred the Company, except as otherwise herein provided, may charge a sum not exceeding $3.00(U.S.) for each new Warrant certificate issued; payment of such charges and of any transfer taxes or governmental or other charges required to be paid shall be made by the party requesting such transfer as a condition precedent thereto. SECTION 3.03. OWNERSHIP AND TRANSFER OF WARRANTS The Company may deem and treat the registered holder of any Warrant, as set forth on the warrant certificate, as the absolute holder of such Warrant for all purposes and shall not be affected by any notice or knowledge to the contrary. The holder of any Warrant shall be entitled to the rights evidenced by such Warrant free from all equities or rights of set off or counter-claim between the Company and the original or any intermediate holder thereof and all persons may act accordingly and the receipt of any such holder for the Shares purchasable pursuant thereto shall be a good discharge to the Company for the same and the Company shall not be bound to inquire into the title of any such holder. Warrants shall not be negotiable nor transferable by Warrant Holders without the prior written consent of the Company, which consent shall not be unreasonably withheld provided that any such transfer shall be in compliance with applicable provisions of the Securities Act (Ontario) and the Regulations thereunder and the United States Securities Act of 1933. 3 SECTION 3.04. ASSIGNMENT OF WARRANT Notwithstanding anything herein to the contrary, the Warrant Holder may transfer and assign the Warrant, in whole or in part, to any subsidiary or affiliate (as such term is defined in the Canada Business Corporations Act) of the Warrant Holder. SECTION 3.05. NOTICE TO WARRANT HOLDERS Any notice, communication or other document to be given by the Company to the Warrant Holder shall be sufficiently given if delivered to the Person to whom it is to be given or mailed by prepaid ordinary mail at his or her last address as recorded in the books of the Company. Any notice, communication or document so delivered shall be deemed to have been given when it is delivered personally or at the time the same is mailed. The secretary of the Company may change the address on the books of the Company of any Warrant Holder in accordance with any information believed by him to be reliable. ARTICLE IV. EXERCISE AND REDEMPTION OF WARRANTS SECTION 4.01. METHOD OF EXERCISE OF WARRANTS The right to purchase Shares conferred by any of the Warrants may be exercised by the holder of such Warrant surrendering it, with a duly completed and executed subscription in the form attached hereto and cash or a certified check payable in U.S. funds to or to the order of the Company for the subscription price applicable at the time of the surrender in respect of the Shares subscribed for to the office of the Company's transfer agent in the City of New York. SECTION 4.02. EFFECT OF EXERCISE OF WARRANTS (1) Upon surrender and payment as aforesaid, the Shares so subscribed for shall be deemed to have been issued and such Person or Persons shall be deemed to have become the holder or holders of record of such Shares on the date of such surrender and payment, unless the register of shareholders of the Company shall be closed on the said date of such surrender and payment, in which case the Shares so subscribed for shall be deemed to have been issued and such Person or Persons shall be deemed to have become the holder or holders of record of such Shares on the date on which such register of shareholders was reopened, and such Shares shall be issued at the subscription price in effect on the date of such surrender and payment. (2) Within five business days after surrender and payment as aforesaid, the Company shall cause to be delivered to the Person or Persons in whose name or names the Shares so subscribed for are to be issued as specified in such subscription or mailed to him or them at his or their respective addresses specified in such subscription, a certificate or certificates for the 4 appropriate number of Shares which the Warrant Holder is entitled to purchase pursuant to the Warrant surrendered. SECTION 4.03. SUBSCRIPTION FOR LESS THAN ENTITLEMENT The holder of any Warrant may subscribe for and purchase up to the total number of Shares of the Company specified in the Warrant certificate surrendered. Provided, however, that if at the time of surrender and presentation of the Warrant certificate the same is not fully exercised, a new Warrant certificate representing the unexercised portion thereof will be issued upon surrender of the prior Warrant Certificate. SECTION 4.04. WARRANTS FOR FRACTIONS OF SHARES No Warrant to purchase a fraction of a Share may be exercised. SECTION 4.05. EXPIRATION OF WARRANT The Warrants in respect of the right to purchase Common Shares, and in respect of the right to use the unexercised balance thereof to purchase Common Shares shall expire at 5:00 o'clock in the afternoon, New York time, on September, 30, 2004 and thereafter all rights under the Warrant shall wholly cease and terminate and the Warrant shall be void and of no effect. SECTION 4.06. ADJUSTMENT OF SHARES UPON EXERCISE If and whenever prior to the expiration of the Warrants: (a) the outstanding Common Shares are subdivided or are consolidated into a greater or lesser number of Common Shares, respectively; (b) the Common Shares are reclassified, exchanged for or converted into other shares, securities or property; (c) a stock dividend or other distribution or issuance has been declared and paid or made on the Common Shares or to the existing holders of Common Shares or other securities of the Company; (d) there has been an amalgamation, merger, consolidation or other reorganization affecting the Company; or (e) there has been a transfer of all or substantially all of the undertaking or assets of the Company to another corporation or entity, (any of such events being referred to in this Section 4.06 as a "Change"), then the Holder, in exercising its Warrants, whether in whole or in part, after the effective date of the Change shall be entitled to receive and shall accept and the Company shall deliver upon such exercise in accordance with this Warrant, in lieu of the number of Common Shares deliverable prior to the effective date, the aggregate number and kinds of Common Shares or other securities or amount of property to which the Holder would have been entitled to as a result of the Change if, on the effective date thereof, it had been the registered 5 holder of the number of Common Shares it would have received had it exercised the Warrants or relevant portion thereof immediately before the effective date of the Change. The adjustments provided for in this Section 4.06 shall be cumulative. The necessary adjustments shall be made in the application of the provisions of this Warrant with respect to the rights and options of the Holder after any Change to the end that the provisions hereof shall thereafter correspondingly apply, as nearly as may reasonably be, in relation to any Common Shares or other securities or property to which the Holder is entitled on the exercise of the option granted hereunder. The Company shall, as soon as practicable after becoming aware of any Change, notify the Holder thereof and set forth in a supplement to this Warrant approved by the board of directors of the Company the adjustment resulting from such change. In the event that the Holder shall disagree with an adjustment, the adjustment shall be determined conclusively by the Company's auditors at the sole expense of the Company. ARTICLE V. COVENANTS BY COMPANY SECTION 5.01. The Company will reserve and there will remain unissued out of its authorized capital a sufficient number of Shares to satisfy the rights of purchase provided for in the Warrants should the holders of all the Warrants from time to time outstanding determine to exercise such rights in respect of all Shares which they are or may be entitled to purchase pursuant thereto. SECTION 5.02. So long as any Warrants remain outstanding, the Company will not: (a) Issue to the holders of Shares any option or right to subscribe for any additional Shares in the capital of the Company (other than such an option or right granted to an officer or employee of the Company and exercisable only during the tenure of his employment by the Company or following his death while in the Company's employ and for a period of three months thereafter in each case); (b) Make any repayment of capital on Shares; (c) Subdivide or consolidate the issued and outstanding Shares or in any other way reorganize or reclassify any of the outstanding Common Shares of the Company; until 20 days after it has given written notice of such event to the Warrant Holders in the manner provided in Article 3 hereof its intention so to do and of the particulars of such proposed action. SECTION 5.03. The Company will not close its register of shareholders or take any other corporate action which might deprive the holder of a Warrant of the opportunity of exercising his 6 or her right of purchase pursuant thereto during the period of 30 days after the giving of the notice required by Section 5.02 or Section 4.05 hereof, or unduly restrict such opportunity. ARTICLE VI. SECURITIES QUALIFICATION SECTION 6.01. If, in the opinion of counsel to the Company, any prospectus or registration statement is required to be filed with or any permission is required to be obtained from any securities commission or other governmental authority before any Share which a Warrant Holder is entitled or permitted to acquire on the exercise of this Warrant may properly and legally be issued, the Company covenants that it will take such action within a reasonable period of time. SECTION 6.02. The Company will file, as soon as possible following the first anniversary after the issuance of the Warrants, a registration statement under the United States Securities Act of 1933, as amended, to register the shares of common stock issuable upon the exercise of this Warrant. The Company will also pay the costs associated with filing such registration statement and will use its best efforts to keep the registration statement effective until the expiration date for the Warrants or until all the Warrants have been exercised and the shares of common stock received upon exercise of the Warrants have been sold. 7 EX-99.B 5 c1312958.txt TERMS AND CONDITIONS OF WARRANT EXHIBIT B THIS WARRANT AND THE SECURITIES TO BE ISSUED UPON THE CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 AS AMENDED (THE "1933 SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND THE WARRANT MAY NOT BE CONVERTED IN THE UNITED STATES OR BY OR FOR THE ACCOUNT OR BENEFIT OF A PERSON IN THE UNITED STATES OR A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE 1933 SECURITIES ACT) WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE UNITED STATES FEDERAL AND STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM AND THE CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL TO SUCH EFFECT SATISFACTORY TO IT. BY CONVERTING THIS WARRANT, THE HOLDER AGREES FOR THE BENEFIT OF THE CORPORATION THAT THE SECURITIES TO BE ISSUED THEREBY MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE ONLY (i) TO THE CORPORATION; (ii) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 SECURITIES ACT; (iii) IN COMPLIANCE WITH RULE 144 OR RULE 144A UNDER THE 1933 SECURITIES ACT; OR (iv) IN A TRANSACTION THAT IS OTHERWISE EXEMPT FROM REGISTRATION UNDER THE 1933 SECURITIES ACT AND STATE SECURITIES LAWS, PROVIDED THAT THE CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT AS TO THE AVAILABILITY OF THE EXEMPTIONS RELIED ON. UNLESS PERMITTED UNDER APPLICABLE CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THE WARRANT AND THE SECURITIES TO BE ISSUED UPON THE EXERCISE THEREOF SHALL NOT TRADE SUCH SECURITIES BEFORE APRIL 5, 2003. [125,000] Share Purchase Warrants Void after November 30, 2004 SHARE PURCHASE WARRANT CERTIFICATE ---------------------------------- STAKE TECHNOLOGY LTD. --------------------- (Incorporated under the laws of Canada) THIS IS TO CERTIFY THAT, for value received, CLARIDGE ISRAEL LLC, 625 Madison Avenue, 12th Floor, New York, N.Y., U.S.A., 10022 (the "Warrant Holder") shall have the right to purchase from STAKE TECHNOLOGY LTD. ("Corporation"), upon and subject to the terms and conditions hereinafter referred to, at any time up to 4:00 p.m. (Toronto time) on November 30, 2004 (the "Expiry Time") one fully paid and non-assessable common share of the Corporation for each warrant represented hereby at the price of U.S. $3.25 per share. After the Expiry Time this warrant certificate and all rights conferred hereby shall be void and of no value. The right to purchase common shares of the Corporation may only be exercised by the Warrant Holder within the time hereinbefore set out by: (a) duly completing and executing the subscription form attached hereto, in the manner therein indicated; (b) surrendering this warrant certificate to the Corporation at its principal office in Norval, Ontario; and (c) paying the appropriate purchase price for the common shares of the Corporation subscribed for, either in cash or by certified cheque. Upon surrender and payment, the Corporation will cause to be issued to the Warrant Holder the number of common shares subscribed for. Within three business days of surrender and payment the Corporation will cause its transfer agent to mail to the Warrant Holder a certificate evidencing the common shares subscribed for. If the Warrant Holder subscribes for a lesser number of common shares than the number of shares permitted by this warrant certificate, the Corporation shall forthwith cause to be delivered to the Warrant Holder a further warrant certificate in respect of the common shares referred to in this warrant certificate but not subscribed for. In the event of any subdivision of the common shares of the Corporation as such shares are constituted on the date hereof, at any time while this warrant certificate is outstanding, into a greater number of common shares, the Corporation will thereafter deliver at the time or times of purchase of the shares hereunder, in addition to the number of shares in respect of which the right to purchase is then being exercised, such additional number of shares as result from such subdivision without any additional payment or other consideration therefore. In the event of any consolidation of the common shares of the Corporation as such common shares are constituted on the date hereof, at any time while this warrant certificate is outstanding, into a lesser number of common shares, the number of shares represented by this warrant certificate shall thereafter be deemed to be consolidated in like manner and any subscription by the Warrant Holder for shares hereunder shall be deemed to be a subscription for shares of the Corporation as consolidated. In the event of any reclassification of the common shares of the Corporation, or amalgamation or merger with or into any other company, or any other form of corporate reorganization, at any time while this warrant certificate is outstanding, the Corporation shall thereafter deliver at the time of purchase of shares hereunder the number of shares of the appropriate class resulting from the reclassification, or the number of shares of the resulting company, as the Warrant Holder would have been entitled to receive in respect of the number of shares so purchased had the right to purchase been exercised before such reclassification, amalgamation, merger or corporate reorganization. If at any time while this warrant certificate is outstanding the Corporation shall pay any stock dividend upon the common shares of the Corporation in respect of which the right to purchase is herein given, the Corporation shall thereafter deliver at the time of purchase of shares hereunder, in addition to the number of shares in respect of which the right to purchase is then being exercised, the additional number of shares of the appropriate class as would have been outstanding on the record date for the payment of the stock dividend. 2 In the event that the Corporation pays a dividend (other than a stock dividend) upon the common shares of the Corporation during the period that this warrant certificate is outstanding, the exercise price per share shall be reduced by an amount equal to the value of such dividend on a per share basis. The provisions of sections 4.5 and 4.6 of the debenture purchase agreement between the Corporation and the Warrant Holder of even date are hereby incorporated herein mutatis mutandis, provided that the warrants represented hereby may not be exercised at a price of less than U.S. $3.04 per share, subject to normal anti-dilution adjustments. The holding of this warrant certificate or the warrants represented hereby shall not constitute the Warrant Holder a shareholder of the Corporation. Time shall be of the essence hereof. The warrants represented hereby may be transferred and assigned upon completion of the form attached hereto. Upon presentation of a completed transfer form, the Corporation will issue a new warrant certificate to the transferee. IN WITNESS HEREOF THE CORPORATION has caused this warrant certificate to be issued by its duly authorized signatory. STAKE TECHNOLOGY LTD. By: /s/ Jeremy N. Kendall ------------------------------ Authorized Signatory Name: Jeremy N. Kendall Title: Chief Executive Officer By: /s/ John Dietrich ------------------------------ Authorized Signatory Name: John Dietrich Title: Vice President DATE: December 4, 2002 3 SUBSCRIPTION FORM ----------------- STAKE TECHNOLOGY LTD. 2838 Highway #7 Norval, Ontario L0P 1K0 Dear Sirs/Mesdames: The undersigned hereby exercises the right to purchase and hereby subscribes for _________________ common shares in the capital of STAKE TECHNOLOGY LTD. referred to in the warrant certificate surrendered herewith according to the conditions thereof and herewith makes payment by cash or certified cheque of the purchase price in full for the said shares. Please issue a certificate for the shares being purchased as follows in the name of the undersigned: NAME: ______________________________________________________ (please print) ADDRESS: ___________________________________________________ ____________________________________________________________ ____________________________________________________________ Please deliver a warrant certificate in respect of the common shares referred to in the warrant certificate surrendered herewith but not presently subscribed for, to the undersigned. DATED this __________ day of _________________________, 20____. _____________________________________ (signature) EX-99.C 6 c1314767.txt POWER OF ATTORNEY EXHIBIT C POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, solely in the undersigned's capacity as a trustee of the Charles Bronfman Trust, hereby constitutes and appoints Jay Rubinstein, as the undersigned's true and lawful attorney and agent, with full power of substitution and resubstitution, to execute in the name, place and stead of the undersigned any statement or report, including any amendment to any statement or report, required to be filed with respect to the undersigned under Section 13 or Section 16 of the United States Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements thereunder, or any statement or report, including any amendment to any statement or report, required to be filed with respect to the undersigned under any comparable laws, rules, regulations and requirements of any foreign jurisdiction, and to file any of the same with the Securities and Exchange Commission and any other appropriate U.S. and foreign regulatory authorities, said attorney and agent having full power and authority to do and perform in the name and on behalf of the undersigned every act necessary to be done in the premises as fully and as effectually as the undersigned might or could do in person; and the undersigned hereby ratifies and confirms all that said attorney and agent shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents as of December 24, 2003. WILMINGTON TRUST COMPANY By: /s/ John S. Harrison ------------------------------ Name: John S. Harrison Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----