<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
OPTA FOOD INGREDIENTS, INC.
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(Name of Registrant as Specified In Its Charter)
OPTA FOOD INGREDIENTS, INC.
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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OPTA FOOD INGREDIENTS, INC.
25 WIGGINS AVENUE
BEDFORD, MA 01730
(617) 276-5100
FAX: (617) 276-5101
May 9, 1997
Dear Stockholder:
In our Proxy Statement for the 1997 Annual Meeting of Stockholders, two
beneficial owners of more than 5% of the Company's Common Stock were
inadvertently omitted from the table on page 5. Accordingly, we have enclosed
a revised table of "Security Ownership of Certain Beneficial Owners and
Management." The remainder of the Proxy Statement, the Notice of Annual
Meeting of Stockholders and the Proxy Card are unchanged.
We hope you can attend the Annual Meeting in person to vote your shares.
However, regardless of whether or not you plan to attend the Annual Meeting,
you are urged to vote, sign, date and mail the Proxy Card which has been
previously provided to you.
We apologize for any confusion this may cause and appreciate your prompt and
careful consideration of these and the other materials which have been
delivered to you in connection with the Annual Meeting.
Sincerely,
LEWIS C. PAINE, III
Chairman of the Board, Chief
Executive Officer and President
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial ownership of
the Company's Common Stock as of March 25, 1997, by (i) each person known to
the Company to be the beneficial owner of more than 5% of the Company's Common
Stock, (ii) each Director of the Company, (iii) each executive officer named in
the Summary Compensation Table below, and (iv) all Directors and executive
officers of the Company as a group.
<TABLE>
<CAPTION>
SHARES PERCENTAGE
NAME AND ADDRESS** BENEFICIALLY OWNED(1) OF TOTAL (1)
------------------ --------------------- ------------
<S> <C> <C>
Nouvelle Holding Guyomarc'h S.A. (2)....... 1,386,674 12.63%
14 Rue Lafayette 75009
Paris, France 48 01 98 50
David A. Rocker (3)........................ 1,049,800 9.56%
Suite 1759
45 Rockefeller Plaza
New York, NY 10111
State of Wisconsin Investment Board (4).... 1,040,000 9.47%
P.O. Box 7842
Madison, WI 53707
Crown Advisors, Ltd. (5)................... 829,500 7.55%
67 East Park Place, 8th Floor
Morristown, NJ 07960
Dimensional Fund Advisors, Inc. (6)........ 671,500 6.12%
1129 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
New Enterprise Associates IV, Limited
Partnership (7)........................... 577,500 5.26%
1119 Saint Paul Street
Baltimore, MD 21202
A. S. Clausi (8)........................... 31,944 *
Anthony B. Evnin, Ph.D. (9)................ 326,926 2.98%
Harry Fields (10).......................... 20,833 *
Christopher F.O. Gabrieli (11)............. 48,125 *
Glynn C. Morris (12)....................... 3,000 *
Charles W. Newhall, III (13)............... 601,809 5.48%
Lewis C. Paine, III (14)................... 176,246 1.61%
Frederic Stevenin (15)..................... 1,386,674 12.63%
Arthur J. McEvily, Ph.D. (16).............. 57,751 *
Joel A. Stone (17)......................... 54,930 *
All Directors and executive officers as a
group (11 persons) (18)................... 2,708,238 24.66%
</TABLE>
- --------
* Represents beneficial ownership of less than 1% of the Company's outstanding
Common Stock.
** Address provided for beneficial owners of 5% or more of the Company's
outstanding Common Stock only.
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<PAGE>
(1) Beneficial ownership of shares for purposes hereof, as determined in
accordance with applicable Securities and Exchange Commission rules,
includes shares as to which a person has or shares voting power and/or
investment power. The persons or entities named in the above table have
sole voting and investment power with respect to all shares shown to be
beneficially owned by them, except as otherwise noted. The percentage of
beneficial ownership of Common Stock of each stockholder named in the
above table is based upon the 10,981,015 shares of Common Stock issued and
outstanding at March 25, 1997, and is calculated by treating any options
held by such person and exercisable within 60 days after March 25, 1997 as
having been exercised for Common Stock, but without deeming such options
to have been exercised for purposes of computing beneficial ownership of
Common Stock of any other stockholder. Beneficial ownership of Common
Stock by all Directors and executive officers as a group assumes such
exercises of options by the members of such group, but not by others.
(2) Based solely upon information reported on Schedule 13D as filed with the
Securities and Exchange Commission on January 9, 1997 on behalf of
Nouvelle Holding Guyomarc'h S.A. ("Nouvelle") and Compagnie Financiere de
Paribas ("Paribas"). Includes 1,386,674 shares held of record by Nouvelle.
As the holder of approximately 95% of the capital stock of Nouvelle,
Paribas may be deemed to have sole voting and dispositive power over such
shares held of record by Nouvelle. Paribas disclaims beneficial ownership
of such shares.
(3) Includes 953,800 shares over which Rocker Partners, L.P. exercises
investment discretion as reported on Schedule 13F as filed with the
Securities and Exchange Commission. Also includes 91,000 shares issuable
upon exercise of warrants owned by Rocker Partners, L.P., and 61,600
shares held of record and 5,000 shares issuable upon the exercise of
warrants owned by Compass Holdings, Ltd., and 24,000 shares held of record
owned by Centennial Partners I, L.P. as reported on Schedule 13D as filed
with the Securities and Exchange Commission. The Company believes that
550,000 shares reported as held of record by Rocker Partners, L.P. on the
Schedule 13D are included within the 953,800 shares reported on the
Schedule 13F and that David A. Rocker possesses sole power to vote the
shares reported on the Schedules 13F and 13D (inclusive of shares
acquirable upon exercise of the warrants) and sole power to dispose or
direct the disposition of all the shares reported on the Schedules 13F and
13D (inclusive of shares acquirable upon exercise of the warrants).
(4) Based solely upon information reported on Schedule 13G as filed with the
Securities and Exchange Commission on January 28, 1997.
(5) Based solely on information reported on Schedule 13F as filed with the
Securities and Exchange Commission. Includes 829,500 shares over which
Crown Advisors, L.P. exercises investment discretion.
(6) Based solely upon information reported on Schedule 13G as filed with the
Securities and Exchange Commission on February 13, 1997 on behalf of
Dimensional Fund Advisors Inc. ("DFA") an investment advisor registered
under the Investment Advisors Act of 1940 (the "Investment Advisors Act").
DFA exercises sole voting power with respect to 444,000 of such shares and
sole dispositive power with respect to 671,500 shares, and may be deemed
to be the beneficial owner of all such shares. Persons who are officers of
DFA also serve as officers of DFA Investment Trust Company (the "Trust"),
each an open-end management investment company registered under the
Investment Advisors Act. In their capacity as officers of the Fund and the
Trust, these persons vote 92,000 of such shares held by the Fund and
134,900 shares held by the Trust.
(7) Includes 105,000 shares held of record by New Enterprise Associates IV,
Limited Partnership and 472,500 shares held of record by New Enterprise
Associates VI, Limited Partnership. NEA Partners VI, Limited Partnership,
NEA Partners IV, Limited Partnership, Frank A. Bonsal, Jr., C. Richard
Kramlich, Arthur J. Marks, Thomas C. McConnell, Charles W. Newhall, III,
and Nancy L. Dorman may be deemed to have shared voting and dispositive
power over such shares. Messrs. Bonsal, Kramlich, Marks, McConnell,
Newhall and Ms. Dorman disclaim beneficial ownership of such shares.
(8) Includes 21,944 shares which Mr. Clausi may acquire upon the exercise of
options within 60 days after March 25, 1997.
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<PAGE>
(9) Includes 12,500 shares which Dr. Evnin may acquire upon the exercise of
options within 60 days after March 25, 1997. Also includes 207,163 shares
held by Venrock Associates and 92,882 shares held by Venrock Associates
II, L.P. Dr. Evnin is a general partner of Venrock Associates and Venrock
Associates II, L.P. and may be deemed to have shared voting and
dispositive power over such shares, but disclaims beneficial ownership of
such shares.
(10) Includes 14,166 shares which Mr. Fields may acquire upon the exercise of
options within 60 days after March 25, 1997.
(11) Includes 12,500 shares which Mr. Gabrieli may acquire upon exercise of
options within 60 days after March 25, 1997. Also includes 30,191 shares
held by Bessemer Venture Partners II L.P. Mr. Gabrieli is a general
partner of Deer II & Co., the general partner of Bessemer Venture
Partners II L.P. Mr. Gabrieli shares voting and investment power with the
general partners of such entity, with respect to the shares held by
Bessemer Venture II L.P., and disclaims beneficial ownership of such
shares.
(12) Represents shares which Mr. Morris may acquire upon the exercise of
options within 60 days after March 25, 1997.
(13) Includes 12,500 shares which Mr. Newhall may acquire upon the exercise of
options within 60 days after March 25, 1997. Also includes 577,500 shares
held of record by New Enterprise Associates IV, Limited Partnership and
New Enterprise Associates VI, Limited Partnership. See Note 7 above.
(14) Includes 71,000 shares which Mr. Paine may acquire upon the exercise of
options within 60 days after March 25, 1997.
(15) Includes 1,386,674 shares held of record by Nouvelle. See Note 2 above.
Mr. Stevenin is an officer of Paribas Affaires Industrielles ("PAI"), and
may be deemed to be an indirect beneficial owner of such shares owned by
Nouvelle because PAI and Nouvelle are each primarily owned by Paribas.
Mr. Stevenin disclaims beneficial ownership of such shares.
(16) Includes 56,106 shares which Dr. McEvily may acquire upon the exercise of
options within 60 days after March 25, 1997.
(17) Includes 25,000 shares which Mr. Stone may acquire upon the exercise of
options within 60 days after March 25, 1997.
(18) Includes an aggregate of 228,716 shares which may be acquired upon the
exercise of options within 60 days after March 25, 1997.
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