-----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, WiwGjy15X06FmrcHFVI7xiS8by19ks5ey64NhJYOcKQLjbsJGX0zHjjB4z7eGZ91 dXZL8jpcdcPpIzx2ASy9FQ== 0001169232-02-003500.txt : 20021212 0001169232-02-003500.hdr.sgml : 20021212 20021212105547 ACCESSION NUMBER: 0001169232-02-003500 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OPTA FOOD INGREDIENTS INC /DE CENTRAL INDEX KEY: 0000883326 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 043117634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-42318 FILM NUMBER: 02855336 BUSINESS ADDRESS: STREET 1: 25 WIGGINS AVE CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 6172765100 MAIL ADDRESS: STREET 1: 25 WIGGINS AVENUE CITY: BEDFORD STATE: MA ZIP: 01730 FILED BY: 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 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 SC 13D 1 d52955_sc13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Opta Food Ingredients, Inc. (Name of Issuer) Common Stock, Par value $0.01 per Share (Title of Class of Securities) 6838 1N105 (CUSIP Number of Class of Securities) Jeremy N. Kendall A copy to: Chairman & Chief Executive Officer Dunnington, Bartholow & Miller, LLP Stake Technology Ltd. Attention: Robert T. Lincoln, Esq. 2838 Highway 7 666 Third Avenue, 27th Street Norval, Ontario L0P 1K0, Canada New York, New York 10017 Phone: 905 - 455-1990 ________________________________________________________________________________ (Name, Address and Telephone number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) December 4, 2002 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13d-1(g), check the following box. |_| Note. Schedule filed in paper format shall include a signed original and five copies of the schedule include all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. 1 CUSIP No. 68381N105 ________________________________________________________________________________ 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON STAKE ACQUISITION CORP. (I.R.S. Identification # 13-4222698) and STAKE TECHNOLOGY LTD. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* BK/HC ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE and CANADA ________________________________________________________________________________ 7 SOLE VOTING POWER 10,063,841 _________________________________________________________________ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY None OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 10,063,841 WITH _________________________________________________________________ 10 SHARED DISPOSITIVE POWER None ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,063,841 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |_| ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 92.4342% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON (See Instructions) CO ________________________________________________________________________________ - ---------- * See Section 10 ("Source and Amount of Funds") of the Offer to Purchase dated November 4, 2002, which is incorporated herein by reference. 2 This Statement is filed by Stake Acquisition Corp., a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Stake Technology Ltd. a corporation organized under the laws of Canada ("Stake"), and relates to the tender offer by Purchaser to purchase all outstanding Shares (as defined below) of Opta Food Ingredients, Inc., a Delaware corporation, at a price of $2.50 per share of Company Common Stock net to the Seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 4, 2002 (the "Offer to Purchase"), incorporated by reference to Exhibit (a)(1) of the Schedule TO filed by the Purchaser on November 4, 2002 (the "Schedule TO") and in the related Letter of Transmittal, incorporated by reference to Exhibit (a)(2) of the Schedule TO (which, as amended from time to time, together constitute the "Offer"). Item 1. Security and Issuer The name of the issuer is Opta Food Ingredients, Inc., a Delaware corporation (the "Issuer"), which has its principal executive offices at 25 Wiggins Avenue, Bedford, MA 01730. The title of the securities to which this Statement relates is the Issuer's outstanding common stock, par value $0.01 per share (the "Company Common Stock"), all shares of Company Common Stock (the "Shares"). The information set forth in the "Introduction" of the Offer to Purchase is incorporated herein by reference. Item 2. Identity and Background (a)-(c) and (f) This Statement is being filed by the Purchaser and Stake. The information set forth in Section 9 ("Certain Information Concerning Purchaser and Stake") and Schedule I (Directors and Executive Officers of the Purchaser and Stake) of the Offer to Purchase is incorporated herein by reference. (d)-(e) During the last five years, none of the Purchaser, Stake or, to the best knowledge of the Purchaser and Stake, any executive officer or director of the Purchaser or Stake listed in Schedule I (Directors and Executive Officers of the Purchaser and Stake) (which is incorporated herein by reference) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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 of such laws. Item 3. Source and Amount of Funds or Other Consideration The information set forth in Section 10 ("Source and Amount of Funds") of the Offer to Purchase is incorporated herein by reference. Item 4. Purpose of Transaction (a)-(j) The information set forth in the "Introduction", Section 11 ("Background of the Offer; Purpose of the Offer and the Merger; the Merger Agreement and Certain Other 3 Agreement"), Section 7 ("Effect of the Offer on the Market for the Shares; Stock Listing; Exchange Act Registration; Margin Regulations") of the Offer to Purchase is incorporated herein by reference. Item 5. Interest in Securities of the Issuer (a)-(d) The information set forth in the "Introduction", Section 9 ("Certain Information Concerning Purchaser and Stake"), Section 11 and in Schedule I (Directors and Executive Officers of the Purchaser and Stake) of the Offer to Purchase is incorporated herein by reference. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The information set forth in the "Introduction," Section 11 and Section 7 of the Offer to Purchase is incorporated herein by reference. Item 7. Material to be Filed as Exhibits (1) Offer to Purchase, dated as of November 4, 2002.* (2) Agreement and Plan of Merger, dated as of October 25, 2002 between the Issuer, the Purchaser and Stake.* - ---------- * Incorporated by reference to Schedule TO, filed November 4, 2002 by the Purchaser and Stake. 4 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: December 4, 2002 STAKE ACQUISITION CORP. By: /s/ Steven R. Bromley --------------------------------- Name: Steven R. Bromley Title: President STAKE TECHNOLOGY LTD. By: /s/ Jeremy N. Kendall --------------------------------- Name: Jeremy N. Kendall Title: Chairman and Chief Executive Officer 5 -----END PRIVACY-ENHANCED MESSAGE-----