8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 30, 2015

SUNOPTA INC.

(Exact name of registrant as specified in its charter)

Canada	001-34198	Not Applicable
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2838 Bovaird Drive West

Brampton, Ontario, L7A 0H2, Canada

(Address of Principal Executive Offices)

(905) 455-1990

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01. OTHER EVENTS.

On September 30, 2015, SunOpta Inc. announced the completion of its previously announced underwritten offering (the “Offering”) of an aggregate of 16,670,000 of its common shares, no par value (the “Shares”), for aggregate gross proceeds of $100,020,000 to a syndicate led by BMO Nesbitt Burns Inc. and Citigroup Global Markets Inc., as global coordinators and joint book-running managers, with European sales led by BMO Nesbitt Burns Inc., Citigroup Global Markets Inc. and Rabo Securities USA, Inc., as European joint book-running managers.

SunOpta Inc. intends to use the net proceeds of the Offering to fund a portion of the purchase price of the previously announced acquisition of Sunrise Holdings (Delaware), Inc. (“Sunrise”), the direct parent of Sunrise Growers Inc. If the acquisition of Sunrise is not completed, SunOpta Inc. will use the net proceeds of the Offering for general corporate purposes.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The Shares were registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 (File No. 333-197235). In connection with the Offering, the legal opinion as to the legality of the Shares is being filed as Exhibit 5.1 to this report.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

The list of exhibits in the exhibit index hereto is incorporated herein by reference.

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.

SUNOPTA INC.
By	/s/ Robert McKeracher
	Robert McKeracher
	Vice President and Chief Financial Officer
Date	September 30, 2015

EXHIBIT INDEX

Exhibit No.	Description
5.1	Opinion of Wildeboer Dellelce LLP
23.1	Consent of Wildeboer Dellelce LLP (included in Exhibit 5.1)
99.1	Press release, dated September 30, 2015

EX-5.1

Exhibit 5.1

September 30, 2015

SunOpta Inc.

2838 Bovaird Drive West

Brampton, Ontario

L7A 0H2

Dear Sirs/Mesdames:

We have acted as Canadian counsel for SunOpta Inc. (the “Company”) in connection with the Registration Statement on Form S-3 (File No. 333-197235) (the “Registration Statement”) filed by the Company under the Securities Act of 1933 of the United States relating to the issuance and sale by the Company of 16,670,000 common shares, without par value, of the Company (the “Shares”) pursuant to the underwriting agreement, dated September 24, 2015 (the “Underwriting Agreement”), between the Company and BMO Nesbitt Burns Inc., as representative, and the other several underwriters named therein.

In our capacity as your counsel in connection with such registration, we are familiar with the Registration Statement and the proceedings taken by the Company in connection with the authorization, issuance and sale of the Shares being offered by the Company. In addition, we have made such legal and factual examinations of the corporate records, agreements, documents and other instruments of the Company and applicable laws as we have considered necessary or appropriate in the circumstances.

We are solicitors qualified to practise law only in the Province of Ontario and therefore we express no opinion as to any laws or any matters governed by any laws other than the laws of the Province of Ontario and the federal laws of Canada applicable therein which are in effect on the date hereof.

In rendering the opinions set forth below, we have assumed the genuineness and authenticity of all signatures on original documents, the authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies.

In rendering our opinion in paragraph 1 below, insofar as such opinion relates to the valid existence of the Company, we have relied upon a Certificate of Compliance dated September 29, 2015 issued by Industry Canada in respect of the Company, which we have assumed continues to be accurate as at the date hereof.

Based upon the foregoing, we hereby advise you that in our opinion:

1. The Company has been duly incorporated under the Canada Business Corporations Act (“CBCA”), and is validly existing and in good standing as a Canadian corporation under the CBCA.

2. The Shares have been duly authorized and, upon payment and delivery in accordance with the Underwriting Agreement, will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed on September 30, 2015 and to the reference to our firm under the caption “Legal Matters” in the prospectus relating to the Shares included in the Registration Statement.

Yours very truly,

/s/ Wildeboer Dellelce LLP

- 2 -

EX-99.1

Exhibit 99.1

SunOpta Announces Closing of Public Offering

for Gross Proceeds of U.S.$100 Million

TORONTO, ON, September 30, 2015 – SunOpta Inc. (“SunOpta”) (NASDAQ: STKL) (TSX: SOY) today announced that it has closed its previously announced public offering of common shares of SunOpta (the “Common Shares”), pursuant to which SunOpta sold 16,670,000 Common Shares for aggregate gross proceeds of U.S.$100,020,000 (the “Offering”).

SunOpta will use the net proceeds of the Offering to fund a portion of the purchase price of the acquisition of Sunrise Holdings (Delaware), Inc. (“Sunrise”), the direct parent of Sunrise Growers Inc. If the Sunrise acquisition is not completed, SunOpta will use the net proceeds of the Offering for general corporate purposes. As previously announced on July 31, 2015, SunOpta has agreed, subject to customary closing conditions, to acquire Sunrise from an investor group led by affiliates of Paine & Partners LLC. Sunrise is the leading processor of conventional and organic individually quick frozen fruit in the United States, offering a full variety of frozen fruit products and packaging to retail private label and foodservice customers. The acquisition of Sunrise complements SunOpta’s existing frozen fruit and fruit ingredients businesses and is expected to be accretive to SunOpta’s global foods platform.

The Offering was made through an underwriting group led by BMO Capital Markets and Citigroup, who led global sales for this Offering in their capacity as global coordinators and joint book-running managers, with European sales led by BMO Capital Markets, Citigroup, and Rabobank (an affiliate of Rabo Securities USA, Inc.), who acted as European joint book-running managers.

The Offering has been conducted in the United States pursuant to SunOpta’s effective registration statement filed with the United States Securities and Exchange Commission (the “SEC”) and in certain provinces of Canada pursuant to a short form base shelf prospectus filed with the securities regulatory authorities in each of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario (collectively, the “Qualifying Provinces”). A final prospectus supplement containing important information relating to these securities has been filed in the United States with the SEC and with the securities regulatory authorities in each of the Qualifying Provinces. A preliminary prospectus supplement relating to the Offering was also filed in the United States with the SEC and in Canada with the securities regulatory authorities in each of the Qualifying Provinces. The preliminary and final prospectus supplements each formed a part of the effective registration statement and the prospectus. Copies of the preliminary and final prospectus supplements relating to these securities may be obtained by visiting the SEC’s website at www.sec.gov; on SEDAR at www.sedar.com; from BMO Capital Markets, Attn: Equity Syndicate Department, 3 Times Square, New York, NY 10036, by telephone at 1-800-414-3627 or by email at bmoprospectus@bmo.com; or from Citigroup c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood NY 11717 or by telephone at 1-800-831-9146.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor will there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About SunOpta

SunOpta Inc. is a leading global company focused on organic, non-GMO and specialty foods. SunOpta specializes in the sourcing, processing and packaging of organic and non-GMO food products, integrated from seed through packaged products; with a focus on strategic vertically integrated business models. SunOpta’s organic and non-GMO food operations revolve around value-added grain, seed, fruit and vegetable based product offerings, supported by a global sourcing and supply infrastructure. SunOpta also holds an approximate 66% ownership position in Opta Minerals Inc. (TSX:OPM), a producer, distributor, and recycler of industrial minerals and silica-free abrasives. Opta Minerals is a non-core holding.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements contained in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of Canadian securities laws, including statements regarding the Offering, the acquisition of Sunrise and use of proceeds of the Offering. These forward-looking statements represent SunOpta’s expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of SunOpta’s control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.

Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, SunOpta does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for SunOpta to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the prospectus (as supplemented by the prospectus supplement) filed with the SEC and applicable Canadian securities regulatory authorities in connection with the Offering and incorporated by reference therein from SunOpta’s annual report on Form 10-K for the fiscal year ended January 3, 2015 and SunOpta’s quarterly report filed on Form 10-Q for the fiscal quarter ended July 4, 2015. The risk factors and other factors noted in the prospectus (as supplemented by the prospectus supplement) could cause actual events or SunOpta’s actual results to differ materially from those contained in any forward-looking statement.

Contacts

Rob Litt

Director of Global Communications

T: (952) 893-7863

E: rob.litt@sunopta.com