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
September 15, 2000
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Date of Report (Date of earliest event reported)
STAKE TECHNOLOGY LTD.
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(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)
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Item 1. Changes in Control of Registrant
In connection with the acquisition of Northern Food and Dairy, Inc. on September
15, 2000, Stake Technology Ltd. ("Stake" or the "Company") issued 7,000,000
shares and warrants to purchase an additional 500,000 shares of Stake common
stock to the three shareholders of Northern Food and Dairy, Inc. ("NFD"). As a
result of such issuance, the outstanding common stock of the Company increased
to approximately 27,950,000 shares. The Stake common stock issued to Dennis
Anderson, Christopher Anderson and Larry Anderson represents approximately
18.8%, 5.0% and 1.3%, respectively, of the outstanding shares of the Company
following such issuance.
In connection with the acquisition, Stake undertook to use its best efforts to
cause its shareholders to elect Dennis Anderson and Larry Anderson to the
Company's Board of Directors until (i) such time as Dennis Anderson and Larry
Anderson collectively own less than 1,000,000 of the Company's shares; (ii) a
default or breach of a representation under the agreement pursuant to which NFD
was acquired occurs; (iii) there is a breach of a fiduciary duty by the director
nominee; or (iv) the director nominee desires not to serve. Stake also agreed to
elect Dennis Anderson, Christopher Anderson and Larry Anderson to the Boards of
Directors of NFD and of SunRich, Inc., a wholly owned subsidiary of Stake.
Item 2. Acquisition or Disposition of Assets
Northern Food and Dairy, Inc. ("NFD") became a wholly owned subsidiary of Stake
Technology Ltd. ("Stake" or the "Company") as the result of a merger of NFD and
a wholly owned subsidiary of Stake established for that purpose. The merger was
effective September 15, 2000.
Pursuant to the Agreement and Plan of Reorganization dated September 11, 2000
among Stake, its wholly owned subsidiary, NFD and the three shareholders of NFD,
7,000,000 shares of Stake common stock and warrants to purchase an additional
500,000 shares were issued to the NFD shareholders. The warrants will be
exercisable at a price of $1.50 per share during the four year period commencing
on September 15, 2001. The NFD shareholders may require the Company to file a
registration statement to permit the resale of the shares, including shares
issued on exercise of a warrant, after September 15, 2002.
At its three plants located in Alexandria, Bertha and Fosston, Minnesota NFD
processes and packages soy beans, guar seeds, dairy products, honey and molasses
and other agricultural products. The processing primarily produces ingredients
used by food manufacturers in their products.
For approximately 15 years, Stake's wholly owned subsidiary, SunRich, Inc.
("SunRich"), has used NFD to process soy beans to produce ingredients used in
producing soy milk. Processing fees paid by SunRich to NFD accounted for
approximately 12% of NFD's gross revenue in 1999, and approximately 14.7% of
NFD's gross revenues for the first six months of 2000. SunRich and NFD have
established joint ventures to acquire and operate a soy milk processing plant in
Afton, Wyoming and a soy milk packaging plant in Alexandria, Minnesota.
Stake intends to integrate the operations of NFD and SunRich to pursue the
growing market for soy based products, especially soy milk.
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Item 3. Bankruptcy or Receivership
Not applicable.
Item 4. Change in Registrant's Certifying Accountant
Not applicable.
Item 5. Other Events
Not applicable.
Item 6. Resignation of Registrant's Directors
Not applicable.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
It is impractical to provide the financial information with respect
to the acquisition of NFD required by this Item at the time of this
filing. The required financial information will be filed as soon as
practicable, but no later than 60 days after the due date of this
report.
(b) Pro forma financial information.
It is impractical to provide the pro forma financial information
with respect to the acquisition of NFD required by this Item at the
time of this filing. The required pro forma financial information
will be filed as soon as practicable, but no later than 60 days
after the due date of this report.
(c) Exhibits.
Exhibit No. Description
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10.1 Press Release issued on September 18, 2000
10.2 Agreement and Plan of Reorganization by and
among Stake Technology, Ltd., Stake Minnesota
II, Inc., Northern Food and Dairy, Inc.,
Dennis W. Anderson, Larry D. Anderson and
Christopher J. Anderson.
Item 8. Change in Fiscal Year
Not applicable.
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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.
September 22, 2000 STAKE TECHNOLOGY, LTD.
By: /s/ Leslie N. Markow
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Leslie N. Markow
Vice President - Finance
Chief Financial Officer
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