AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 9, 2003
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STAKE TECHNOLOGY LTD.
(Exact name of registrant as specified in its charter)
Canada
(State or other jurisdiction of
incorporation or organization)
Not Applicable
(I.R.S. Employer
Identification Number)
2838 Highway 7
Norval, Ontario, Canada L0P 1K0
(905) 455-1990
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive office)
STEVEN R. BROMLEY
Executive Vice President and Chief Financial Officer
Stake Technology Ltd.
2838 Highway 7
Norval, Ontario, Canada L0P 1K0
(905) 455-1990
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Robert T. Lincoln, Esq.
Dunnington, Bartholow & Miller LLP
666 Third Avenue
New York, NY 10017
(212) 682-8811
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. |_|
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
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Calculation of Registration Fee
-------------------------------------------------------------------------------------------------------------
Title of each class Proposed maximum Proposed maximum
Of securities to be Amount to be offering price per Aggregate offering Amount of
Registered registered share (1) Price (1) registration fee
-------------------------------------------------------------------------------------------------------------
Common Shares
without par value 1,863,744 $4.185 $7,799,769 $631.00
-------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of determining the registration fee
pursuant to rule 457(c) and based on the average of the high and low
reported sales prices of the Registrant's common shares on the
Nasdaq Smallcap Market on April 7, 2003, a date within five (5)
business days of the date on which the Registration Statement was
initially filed.
----------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the commission, acting pursuant to said Section 8(a),
may determine.
ii
THE INFORMATION IN THIS PROSPECTUS IS NOT NECESSARILY COMPLETE AND MAY BE
CHANGED. THE SELLING SECURITY HOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BECOMES
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT
SOLICITING OFFERS TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE
IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED APRIL 9, 2003
PROSPECTUS
1,863,744 Shares
STAKE TECHNOLOGY LTD.
Common Shares, Without Par Value
This Prospectus relates to the offer and sale of up to 1,863,744 common shares,
without par value (the "Shares") of Stake Technology Ltd. by the selling
security holders identified in this Prospectus. We originally issued the Shares
offered by this Prospectus to the selling security holders in connection with
(a) two (2) private placements in 2001, and (b) the issuance of warrants to
purchase common shares in connection with certain acquisitions in 2001 and 2000.
We agreed in the private placements and in connection with the acquisitions to
register for resale the Shares issued in the private placement and issuable upon
exercise of the warrants, and also agreed to bear the expenses of the
registration of the Shares. We will not receive any of the proceeds from the
sale of the Shares by the selling security holders although we will receive the
exercise price of any warrants that are exercised by the selling security
holders. See "RECENT DEVELOPMENTS" on page 7.
Our common shares are traded on the Nasdaq Smallcap Market under the symbol
"STKL" and on the Toronto Stock Exchange under the symbol "SOY".
On April 7, 2003, the last reported sale price for the common shares on the
Nasdaq Smallcap Market was US $4.03 per share.
--------------------------------------------------------------------------------
INVESTING IN THE COMMON SHARES INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 5.
--------------------------------------------------------------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS APRIL XX, 2003
TABLE OF CONTENTS
PAGE
----
Prospectus Summary................................................... 3
Risk Factors......................................................... 5
Note Regarding Forward-Looking Statements............................ 7
Recent Developments.................................................. 7
Description of Securities............................................ 8
Use of Proceeds...................................................... 8
Selling Security Holders............................................. 9
Plan of Distribution................................................. 10
Legal Matters........................................................ 11
Experts.............................................................. 11
Where You Can Find More Information.................................. 11
Information Incorporated by Reference................................ 12
Indemnification of Directors and Officers............................ 12
Enforceability of Civil Liabilities ................................. 13
THIS PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL INFORMATION ABOUT
STAKE TECHNOLOGY LTD. AND ITS SUBSIDIARIES THAT IS NOT INCLUDED IN OR DELIVERED
WITH THIS DOCUMENT. THIS INFORMATION IS AVAILABLE WITHOUT CHARGE TO SECURITY
HOLDERS UPON WRITTEN OR ORAL REQUEST.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
DIFFERENT INFORMATION. WE ARE NOT MAKING AN OFFER OF THESE SECURITIES IN ANY
STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE
INFORMATION CONTAINED IN OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS IS
ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THIS PROSPECTUS.
CURRENCY PRESENTATION
All dollar amounts in this Prospectus are expressed in United States dollars
"$". Amounts expressed in Canadian dollars are preceded by the symbols "CDN. $".
On April 7, 2003, the noon buying rate for U.S. $1.00 was CDN. $1.4846.
2
PROSPECTUS SUMMARY
This summary highlights some information from this Prospectus, and it may not
contain all of the information that is important to you. It is qualified in its
entirety by the more detailed information and consolidated financial statements,
including the notes to the consolidated financial statements, incorporated by
reference in this Prospectus. You should read the full text of, and consider
carefully, the more specific details contained in or incorporated by reference
in this Prospectus. When used in this Prospectus, the terms "Company" "Stake,"
"we," "our," "ours" and "us" refer to Stake Technology Ltd. and its consolidated
subsidiaries, unless the context requires otherwise, and not to the selling
security holders.
Our Business
Stake Technology Ltd. ("Stake" or the "Company") operates in three principal
businesses; (1) natural and organic food product markets including sourcing,
processing, packaging and distribution, (2) processing, distribution and
recycling of environmentally responsible industrial mineral products and (3)
engineering and marketing of a proprietary clean pulping system using patented
steam explosion technology.
The Company was incorporated under the laws of Canada on November 13, 1973. The
principal executive offices are located at 2838 Highway 7, Norval, Ontario,
Canada, L0P 1K0, telephone: (905) 455-1990, fax: (905) 455-2529, e-mail:
info@staketech.com and web site: www.staketech.com.
The Food Group, which represents approximately 80% of fiscal 2002 consolidated
revenues, consists of the SunRich Food Group (SunRich), recently acquired Opta
Food Ingredients, Inc. (Opta) and the newly formed Canadian Organic Food Group.
These groups form the backbone of the Company's vertically integrated food
operations, focused on the natural and organic foods markets. SunRich produces
organic and non-genetically modified (non-GMO) food ingredients with a
specialization in soy and other natural and organic food products. SunRich is
headquartered at 3824 - 93rd Street S.W., Hope, Minnesota, 56046-0128,
telephone: (507) 451-3316, fax: (507) 451-2910, e-mail: info@sunrich.com and web
site: www.sunrich.com. Opta is the world's largest supplier of oat fiber to the
food industry. Its mission is to resolve its customer's product formulation
challenges through innovating, manufacturing and selling proprietary ingredients
to improve the nutritional content, healthfulness, texture and taste of foods.
Opta is headquartered at 25 Wiggins Avenue, Bedford, Massachusetts, 01730,
telephone: (781) 276-5100, fax (781) 276-5101, email:
customer_service@opta-food.com and web site: www.opta-food.com. The Canadian
Organic Food Group consists of the 2002 acquisitions of Wild West Organic
Harvest Co-operative Association (Wild West) of Richmond, British Columbia,
Simply Organic Co. Ltd. (Simply Organic) of Toronto, Ontario, Organic Kitchen of
Toronto, Ontario and Sunrich Valley, a new division launched in 2002. Wild West
is well established, specializing in the distribution of natural and organic
foods throughout Western Canada. Simply Organic is a growing natural and organic
foods distribution business serving the Central Canada market. Organic Kitchen
provides organic feeds and partners with processors to market organic poultry
and other organic meat products. Sunrich Valley markets a full line of organic
dairy products under the trademark MU. For details their respective web sites
are as follows: www.wildwestorganicharvest.com; www.organickitchen.com and
www.muorganics.com.
The Environmental Industrial Group, which represents approximately 20% of fiscal
2002 consolidated revenues, includes BEI/PECAL, a division of the Company,
Temisca Inc., Virginia Materials Inc. (Virginia Materials) and International
Materials & Supplies, Inc. (International Materials). The Group processes, sells
and distributes abrasives and other industrial minerals to the foundry, steel
and marine/bridge cleaning industries; sources specialty sands and garnets for
the water filtration industry; and recycles inorganic materials under special
permits from government authorities at both its Waterdown, Ontario and Norfolk,
Virginia sites. The Environmental Industrial Group can be contacted at 407
Parkside Drive, Waterdown, Ontario, L0R 2H0, telephone: (905) 689-6661, fax:
(905) 689-0485, e-mail: info@barnesenvironmental.com and web site: www.bei.ca.
The Steam Explosion Technology Group, a division of Stake, is located on the
corporate property of the Company in Norval, Ontario. This division holds
numerous patents on its steam explosion process and is marketing this clean
pulping system with a special focus on China, the world's largest user of
non-woody pulp. The Group is also pursuing opportunities to leverage this
technology in food grade applications in North America. The Steam Explosion
Technology Group can be contacted at 2838 Hwy 7, Norval, Ontario, L0P 1K0,
telephone: (905) 455-1990, fax: (905) 455-2529, e-mail: info@staketech.com and
web site: www.steamexplosion.com.
3
Acquisitions during 2002
Opta
On December 4, 2002, Stake completed its cash tender offer for Opta (formerly
listed on Nasdaq - OPTS) for $2.50 per share in accordance with the terms of its
tender offer for all of the outstanding shares of Opta. Approximately 92.6% of
the outstanding common shares were tendered. On December 18, 2002 the Company
amalgamated Opta with Stake Acquisition Corp., a wholly-owned subsidiary. As a
result of this amalgamation the remaining 7.4% of Opta's outstanding common
shares were converted to a right to receive $2.50 per share in cash from Stake.
Opta is a leading innovator, manufacturer and marketer of proprietary food
ingredients that improve the nutritional content, healthfulness, texture and
taste of its customers' food products. Opta's food ingredients are used by more
than 350 food companies, including 12 of the largest U.S. consumer packaged food
companies and three of the world's largest quick service restaurant chains. For
the nine-month period ended September 30, 2002, Opta's sales were $21.1 million
with an EBITDA of $2.8 million from its four manufacturing plants. As of
September 30, 2002, Opta's net assets were approximately $38 million, which
included approximately $9.5 million in cash and short-term investments. The
acquisition of Opta is expected to be immediately accretive to future earnings
of the Company.
Wild West Organic Harvest
On November 1, 2002 the Company acquired privately owned 632100 B.C. Ltd.,
formally operated as Wild West Organic Harvest Co-Operative Association (Wild
West), a Vancouver (Richmond), British Columbia based distributor of organic and
natural food products. The purchase price included cash and contingent
consideration payable upon achieving certain gross margin targets over the next
two to four years. The acquisition is expected to be accretive to future
earnings. Wild West had annualized revenues of approximately $11.0 million in
2002.
Wild West distributes 2,400 products throughout Western Canada to both the mass
market and natural food retail outlets. It has a historical annual growth rate
of 43% over the last three years and operates from a newly expanded 38,000
square foot refrigerated and frozen warehouse facility. A natural and organic
industry fresh food pioneer with 26 years of operation, Wild West runs one of
Canada's only certified organic distribution centres.
Simply Organic
On December 1, 2002. the Company acquired privately owned Simply Organic Co.
Ltd. (Simply Organic), a Toronto based distributor of natural and organic food
products. The purchase price included cash and contingent consideration payable
upon achieving certain gross margin targets over the next two to four years.
This acquisition is expected to be accretive to future earnings. Simply Organic
celebrated its second year in business in November, 2002 and had annualized
revenues of approximately $3.5 million in 2002.
Simply Organic distributes a broad range of regionally and internationally grown
and produced certified organic food products including Stake's line of organic
dairy products, sold under the brand name mu, throughout much of Ontario to both
the mass market and natural food retail outlets. It has recently expanded to a
new 14,000 square foot refrigerated warehouse to serve as the distribution hub
for its extensive line of certified organic food products.
Organic Kitchen
On July 3, 2002 the Company acquired certain assets and the businesses of Cloud
Mountain Inc. and Organic Kitchen Inc. (together, Organic Kitchen). These two
companies form an integrated unit which sources, blends and supplies proprietary
organic feeds to organic poultry and other meat producers. The companies then
partner with organic processors who package poultry and other meat products and
distribute to mass marketers under private label or the Organic Kitchen(TM)
brand.
4
RISK FACTORS
The Common Shares offered hereby are speculative in nature and involve a high
degree of risk. Accordingly, in analyzing an investment in these securities,
prospective investors should carefully consider, along with other matters
referred to herein, the risk factors set forth below. Prospective investors
should carefully consider the following risk factors, together with all of the
other information appearing, or incorporated by reference, in this Prospectus,
in light of his or her particular financial circumstances and/or investment
objectives.
Future Capital Needs
Certain of the Company's operations operate at, or near, capacity. Continued
growth in these operations is reliant upon the Company's ability to increase
capacity through internal capital projects or acquisition. The Company's ability
to raise capital, through equity and/or debt financing, is directly related to
its ability to continue to grow and improve returns from operations. Additional
capital through equity financing may also result in additional dilution to the
Company's shareholders.
Competition
The Company carries on its businesses in competition with companies and
individuals with financial resources and staffs larger than the Company's and
the Company is, therefore, subject to competitive factors over which it has
little control or can otherwise affect.
Product Liability Claims
The Company's Food Group operates in a highly sterilized environment. However,
the sourcing, processing, testing and sale of food products entail an inherent
risk of allegations of product liability, and there can be no assurance that
product liability claims will not be asserted against the Company. While the
Company currently has product liability insurance coverage, it will be required
to expand such coverage as new products are introduced into the market and/or
additional capacity is added. The availability of such insurance coverage in the
future at cost effective prices may have a negative impact on results.
Furthermore, there can be no assurance that such insurance coverage will be
adequate, or that a product liability claim, even one without merit, would not
materially and adversely affect the Company's operations or financial condition.
Technological Innovation and Protection of Intellectual Property and Proprietary
Rights
Competitors include major chemical companies, other food ingredient companies
and consumer food companies that also engage in the development and sale of food
ingredients. Many of these companies are engaged in the development of
texturizers and other food ingredients and have introduced a number of
texturizers into the market. There can be no assurance that existing products or
products under development by our competitors will not prove to be more
effective or less costly than any products which have been or are being
developed by us.
The Company and particularly the Food Group and Steam Technology Group depend in
part, on their ability to protect intellectual property rights. We rely
primarily on patent, copyright, trademark and trade secret laws to protect our
proprietary technologies. We cannot be sure that such measures will provide
meaningful protection for our proprietary technologies and processes. The
failure of any patents to provide protection to our technology would make it
easier for our competitors to offer similar products.
Governmental Regulation and Policies
The Company and its subsidiaries are, and are expected to continue to be,
subject to substantial federal, state, provincial and local environmental
regulation. These regulations exist in virtually all the Company's operational
business locations throughout North America and can present delays and costs
that can adversely affect business development. Any changes to current
regulations may impact the development, manufacturing and marketing of the
Company's products, and may have a negative impact on future results.
Stake's Steam Explosion Technology Group
The Steam Explosion Technology Group has yet to gain wide acceptance within the
industry and consequently earnings can fluctuate from quarter to quarter. Its
patented steam technology, while proven, has yet to develop a firm customer
base. The success of this division will depend upon its ability to promote
commercial acceptance of the StakeTech System.
5
Lack of Dividends; Dividend Restrictions
Stake has never paid dividends on its common shares and does not contemplate
paying cash dividends in the foreseeable future. Moreover, Stake is precluded
under the terms of various agreements with its creditors from paying dividends
until the related indebtedness has been satisfied. It is the Company's intention
to retain future earnings to fund growth. Accordingly, investors will not
receive a return on investment in Stake common shares through the payment of
dividends in the foreseeable future and may not realize a return on investment
even if they sell their shares. Any future payment of dividends to Stake
security holders will depend on decisions that will be made by the Board of
Directors and will depend on then existing conditions, including the Company's
financial condition, contractual restrictions, capital requirements and business
prospects. The receipt of cash dividends by United States shareholders from a
Canadian corporation, such as Stake, is subject to a 15% Canadian withholding
tax.
Customer Concentration
A portion of the Company's revenues in the Food Group are derived from a
relatively low number of customers. Although the Company has a good working
relationship with these customers, the loss of one of these customers would have
a negative impact on the results of the Company. The Company plans to continue
to mitigate this risk going forward by broadening its customer base and product
offering.
Integration of Acquired Companies
The Company's growth strategy inherently asserts that acquisitions will be
integrated successfully. However, the Company's ability to integrate current and
future acquisitions will have a direct impact on the Company's future results.
Failure to integrate acquisitions in a timely and efficient manner may have a
negative impact on the future results of the Company.
Your ownership interest in Stake will be diluted upon issuance of shares we have
reserved for future issuance
Shares Outstanding Number
------------------ ------
As at December 31, 2002 41,984,118
Options/warrants exercised subsequent to December 31, 2002 569,081
----------
Total Shares Outstanding, April 7, 2003 42,553,199
==========
Details of employee/director stock options and warrants exercisable as at March
31, 2003 are as follows:
----------------------------------------------------------------------------------------------------------------------
Expiry Date Exercise price Warrants Options Total
----------------------------------------------------------------------------------------------------------------------
2003 $1.06 to $2.10 150,000 596,650 746,650
----------------------------------------------------------------------------------------------------------------------
2004 $1.06 to $3.25 3,678,744 121,260 3,800,004
----------------------------------------------------------------------------------------------------------------------
2005 $1.06 to $1.38 500,000 398,900 898,900
----------------------------------------------------------------------------------------------------------------------
2006 $1.53 to $2.10 35,000 148,500 183,500
----------------------------------------------------------------------------------------------------------------------
2007 $2.15 to $3.07 0 144,870 144,870
----------------------------------------------------------------------------------------------------------------------
2008 $3.00 0 79,750 79,750
----------------------------------------------------------------------------------------------------------------------
4,363,744 1,489,930 5,853,674
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The issuance of these additional common shares will reduce your percentage
ownership in Stake.
6
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus and the documents incorporated by reference contain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Generally,
these forward-looking statements include but are not limited to, statements
about our plans, objectives, expectations, intentions and other statements,
contained in this Prospectus or incorporated by reference, that are not
historical facts. You can identify these statements by forward-looking words,
such as "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate,"
"may," "will" and "continue" or similar words. You should read statements that
contain these words carefully because they discuss our future expectations,
contain projections of our future results of operations or of our financial
condition, or state other forward-looking information. We caution readers that
these forward-looking statements are not guarantees of future performance or
events and are subject to a number of uncertainties, risks and other influences,
many of which are beyond our control and may influence the accuracy of the
statements and projections upon which the statements are based. The factors
listed in the section captioned "Risk Factors" as well as any cautionary
language in this Prospectus provide examples of risks, uncertainties and events
that may cause our actual results to differ materially from the expectations we
describe in our forward-looking statements. Before you invest in our common
shares, you should be aware that the occurrence of the events described in the
"Risk Factors" section and elsewhere in this Prospectus could have a material
adverse effect on our business, operating results and financial condition.
RECENT DEVELOPMENTS
Changes in securities and use of proceeds
Claridge Convertible Debenture
In December 2002, Stake issued to Claridge Israel LLC ("Claridge"), the
Company's largest shareholder, a $5 million convertible debenture due November
30, 2004, bearing interest at the rate of 5.5% per annum, convertible into
common shares of the Company at a price of $3.00 per share on and after November
30, 2003. The funds were specifically used for the acquisition of Opta. In
conjunction with the debenture, the Company issued warrants to purchase up to
250,000 common shares at an exercise price of $3.25 per share, expiring November
30, 2004.
Options and warrants exercised during the year
During the year ended December 31, 2002, employees and directors exercised
246,740 common share options and an equal number of common shares were issued
for net proceeds of $397,000. Subsequent to December 31, 2002, directors,
officers and employees exercised 229,725 common share options and an equal
number of common shares were issued for net proceeds of $414,096.
During the year ended December 31, 2002, 656,150 warrants were exercised and an
equal number of common shares were issued for net proceeds of $1,474,000.
Subsequent to December 31, 2002, 339,356 warrants were exercised and an equal
number of common shares were issued for net proceeds of $725,423.
These funds were used for general business purposes including working capital
and capital expenditures in existing businesses and for the recent acquisitions.
Bank Financing
The Company completed two bank financings in 2002 with Bank of Montreal and
Harris Bank and Trust Company (the "Banks") and has completed a refinancing in
February 2003.
The first financing in March 2002 was used to consolidate a number of separate
banking and private lending relationships. This new facility included a CDN$5
million line of credit, a U.S. $5 million line of credit, and a $15 million two
year term facility payable quarterly based on a seven year amortization period.
In November 2002, Stake entered into a tender facility agreement with the Banks
for $17 million, to be used solely for the purchase of Opta's outstanding common
shares pursuant to the cash tender offer.
In February 2003 the Company entered into an amended and restated banking
agreement. This amended facility increased the term debt to $21.7 million and
the U.S. line of credit to $9 million. The incremental proceeds from this
facility, in addition to cash on hand, were used, to repay the tender facility.
The term facility is due in two years with a renewal option by the Banks and the
Company. Principal payments are made quarterly and amortize over 7 years. The
Company fully intends to renew the facility when it matures in March, 2005.
7
DESCRIPTION OF SECURITIES
The Company is authorized to issue an unlimited number of common shares without
par value and an unlimited number of Special Shares without par value. As of
April 7, 2003 Stake had 42,553,199 common shares outstanding. There are no
special shares issued and outstanding. The following is a brief summary of
certain of the rights of the holders of the Company's capital stock.
Common Shares
The holder of each common share is entitled to one vote, either in person or by
proxy, on all matters submitted to shareholders. Holders of common shares are
entitled to share pro rata in such dividends as may be declared by the Board of
Directors. In the event of liquidation, dissolution or winding up of the
Company, holders of common shares are entitled to share pro rata in the assets
of the Company available for distribution. Since shareholders do not have
cumulative voting rights, holders of more than 50% of the outstanding voting
shares can elect all of the directors of the Company if they choose to do so. In
such event, holders of the remaining shares will be unable to elect any
director. The common shares do not have conversion, subscription or preemptive
rights, are not subject to redemption and do not have the benefit of any sinking
fund provisions. All outstanding common shares are fully paid and
non-assessable.
Special Shares
The special shares are issuable in series. Subject to the Company's Articles of
Amalgamation, the Board of Directors is authorized to fix, before issuance, the
designation, rights, privileges, restrictions and conditions attached to the
shares of each series. The special shares would rank prior to the common shares
with respect to dividends and return of capital on dissolution. Except with
respect to matters as to which the holders of special shares are entitled to
vote as a class, the holders of special shares will not be entitled to vote at
meetings of shareholders.
The Articles of Amalgamation, as amended, and the By-Laws of the Company and the
Canada Business Corporations Act govern the rights of holders of the common
shares. The Articles of Amalgamation and By-Laws may be amended so as to modify
such rights and major corporate changes (such as amalgamation, reorganization
and sale of all or substantially all assets) may be effected, by not less than
two-thirds of the votes cast by the shareholders voting in person or by proxy at
a general meeting of the Company.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the Shares by the
selling security holders. We will, however, receive the exercise price of any of
the warrants exercised by the selling security holders. If all of the warrants
issued in the two private placements and in connection with certain acquisitions
were to be exercised we would receive gross proceeds of US$3,650,930. The
proceeds received upon the exercise of any of the warrants would be used for
both working capital and future business acquisitions.
8
SELLING SECURITY HOLDERS
We originally issued the Shares offered by this Prospectus to the selling
security holders in connection with (a) two (2) private placements in 2001 and
(b) the issuance of warrants to purchase shares of common stock issued in
connection with certain acquisitions in 2001 and 2000. We agreed to bear the
expenses of the registration of the Shares. We will not receive any of the
proceeds from the sale of the Shares by the selling security holders.
The following table sets forth information with respect to the Shares owned and
warrants held by the selling security holders. The information regarding common
shares to be owned after the offering assumes the sale of all Shares offered by
the selling security holders by this Prospectus.
------------------------------------------------------------------------------------------------------------------------------------
Number of Shares Number of Full Number of Shares to
Owned Prior to Warrants/Units Held Number of Shares be Owned after
Name of Selling Security Holder Offering Prior to Offering being Offered Offering
------------------------------------------------------------------------------------------------------------------------------------
Peter A. Orr 35,000 35,000 0
------------------------------------------------------------------------------------------------------------------------------------
Thomas A. Koenig 60,000 75,000 75,000 60,000
------------------------------------------------------------------------------------------------------------------------------------
Polaris Partners LP 90,909 90,909 0
------------------------------------------------------------------------------------------------------------------------------------
Ernest Siefert 50,000 50,000 0
------------------------------------------------------------------------------------------------------------------------------------
Morrie M. Cohen 25,000 25,000 0
------------------------------------------------------------------------------------------------------------------------------------
Casurina Limited Partnership 90,000 87,500 87,500 90,000
------------------------------------------------------------------------------------------------------------------------------------
Gerald Gorn 10,000 5,000 5,000 10,000
------------------------------------------------------------------------------------------------------------------------------------
Nesbitt Burns for Amaranth 125,000 125,000 0
------------------------------------------------------------------------------------------------------------------------------------
Eleuterra Investment Management 37,500 37,500 0
------------------------------------------------------------------------------------------------------------------------------------
AGF Canadian Growth Equity Fund 469,700 234,850 234,850 469,700
------------------------------------------------------------------------------------------------------------------------------------
Roytor & Co. 16,150 16,150 0
------------------------------------------------------------------------------------------------------------------------------------
IG AGF Canadian Diversified Growth Fund 49,800 49,800 0
------------------------------------------------------------------------------------------------------------------------------------
GWL Growth Equity Fund 22,600 22,600 0
------------------------------------------------------------------------------------------------------------------------------------
GWL London Life Growth Equity Fund 20,450 20,450 0
------------------------------------------------------------------------------------------------------------------------------------
Equity Group Profit Sharing Plan 85,106 85,106 0
------------------------------------------------------------------------------------------------------------------------------------
Channel Island PCC#RC0001007D 106,379 106,379 0
------------------------------------------------------------------------------------------------------------------------------------
Desjardins Securities (1) 150,000 150,000 0
------------------------------------------------------------------------------------------------------------------------------------
Desjardins Securities (1) 112,500 112,500
------------------------------------------------------------------------------------------------------------------------------------
Dennis Anderson 3,806,335 375,000 375,000 3,806,335
------------------------------------------------------------------------------------------------------------------------------------
Larry Anderson 367,089 25,000 25,000 367,089
------------------------------------------------------------------------------------------------------------------------------------
Christopher Anderson 678,358 100,000 100,000 678,358
------------------------------------------------------------------------------------------------------------------------------------
Michael Gournoe 17,500 17,500
------------------------------------------------------------------------------------------------------------------------------------
Kim Jenkins 17,500 17,500
------------------------------------------------------------------------------------------------------------------------------------
Total 5,481,482 1,863,744 1,863,744 5,481,482
------------------------------------------------------------------------------------------------------------------------------------
(1) Has right to acquire these shares and warrants pursuant to an
Agreement with Stake.
9
PLAN OF DISTRIBUTION
Resale's by the Selling Security Holders and Others
The selling security holders may offer the Shares from time to time either in
increments or in a single transaction. These sales may be made on or at prices
related to the then current market price or at negotiated prices.
The selling security holders may also decide not to sell any or all of the
Shares allowed to be sold under this Prospectus. The selling security holders
will act independently of Stake in making decisions with respect to the timing,
manner and size of each sale.
The term "selling security holders" includes donees, persons who receive Shares
from the selling security holders after the date of this Prospectus by gift. The
term also includes distributees who receive Shares from selling security holders
after the date of this Prospectus as a distribution to members or partners of
the selling security holders.
The methods by which the Shares may be sold may include, but are not limited to,
the following:
o Block trades in which the broker or dealer will attempt to sell the
Shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction;
o Purchases by a broker or dealer as principal and resale by the
broker or dealer for its account pursuant to this Prospectus;
o Over-the-counter distributions in accordance with the rules of the
Nasdaq Market or the Toronto Stock Exchange;
o Ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
o Privately negotiated transactions; and
o A combination of any of these methods of sale.
In effecting sales, brokers or dealers engaged by the selling security holder
may receive commissions or discounts from the selling security holder or from
the purchasers in amounts to be negotiated immediately prior to the sale.
Costs and Commissions
We will pay all costs, expenses and fees in connection with the registration of
the Shares being offered by this Prospectus. The selling security holders will
pay all brokerage commissions and similar selling expenses, if any, attributable
to the sale of the Shares.
We have agreed to indemnify the selling security holders, against specified
liabilities and expenses arising out of or based upon the information set forth
or incorporated by reference in this Prospectus, and the registration statement
of which this Prospectus is a part, including liabilities under the Securities
Act and the Exchange Act. The selling security holders and any brokers
participating in the sales of the Shares may be deemed to be underwriters within
the meaning of the Securities Act.
Any commissions paid or any discounts or concessions allowed to any broker,
dealer, underwriter, agent or market maker and, if any broker, dealer,
underwriter, agent or market maker purchases any of the Shares as principal, any
profits received on the resale of those Shares, may be deemed to be underwriting
commissions or discounts under the Securities Act.
Prospectus Delivery Requirements
Because the selling security holders may be deemed an underwriter, the selling
security holders must deliver this Prospectus and any supplements to this
Prospectus in the manner required by the Securities Act.
Regulation M
The selling security holders and any other persons participating in the sale or
distribution of the Shares will be subject to applicable provisions of the
Exchange Act and the rules and regulations under such act, including, without
limitation, Regulation M. These provisions may restrict certain activities of,
and limit the timing of purchases and sales of any of the Shares by, the selling
security holders or any other such person. Furthermore, under Regulation M,
persons engaged in a distribution of securities are prohibited from
simultaneously engaging in market making and certain other activities with
respect to such securities for a specified period of time prior to the
commencement of such distributions, subject to specified exceptions or
exemptions. All of these limitations may affect the marketability of the Shares
offered by this Prospectus.
10
Compliance With State Law
In jurisdictions where the state securities laws require it, the selling
security holders' Shares offered by this Prospectus may be sold only through
registered or licensed brokers or dealers. In addition, in some states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and has been complied with.
Sales Under Rule 144
The selling security holders may also resell all or a portion of the Shares
offered by this Prospectus in open market transactions in reliance upon Rule 144
under the Securities Act. To do so, the selling security holder must meet the
criteria and comply with the requirements of Rule 144.
LEGAL MATTERS
Messrs. Basman Smith LLP, Toronto, Ontario, the Company's Canadian counsel have
passed upon the validity of the issuance of the Shares offered by this
Prospectus.
EXPERTS
The financial statements incorporated in this Prospectus by reference to the
Annual Report on Form 10-K for the year ended December 31, 2002, have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities Exchange Act
of 1934 ("Exchange Act") and therefore we file annual, quarterly and current
reports, proxy statements and other information with the Securities and Exchange
Commission ("SEC" or "Commission") and since the Company's listing on the
Toronto Stock Exchange on November 6, 2001 these type of documents are also
filed with the Ontario Securities Commission and the Toronto Stock Exchange.
You may read and copy any of the reports, proxy statements and any other
information that we file at the SEC's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the Commission's Regional Offices located at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661
and 233 Broadway, 13th Floor, New York, NY 10279. Copies can be obtained at
prescribed rates from the Public Reference Branch of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You
may also access filed documents at the SEC's Website at www.sec.gov .
Reports, proxy and information statements and other information about us may
also be inspected at the National Association of Securities Dealers, Inc. at
1735 K Street, N.W., Washington, D.C. 20006.
You may also read and copy any of the reports, proxy statements and any other
information that we file with the Ontario Securities Commission and the Toronto
Stock Exchange at the Canadian Depository's Website at www.sedar.com .
The Company's common shares are quoted on the Nasdaq Smallcap Market under the
trading symbol "STKL" and on the Toronto Stock Exchange as "SOY".
We have filed with the SEC a Registration Statement on Form S-3 under the
Securities Act of 1933, as amended ("Securities Act"), with respect to the
Shares offered in this Prospectus. This Prospectus is part of that Registration
Statement and, as permitted by the Commission's rules, does not contain all of
the information set forth in the Registration Statement. For further information
about our common shares, and us, we refer you to those copies of contracts or
other documents that have been filed as exhibits to the Registration Statement,
and statements relating to such documents are qualified in all respects by such
reference. You can review and copy the Registration Statement and its exhibits
and schedules from the SEC at the address listed above or from its Internet
site.
11
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" into this Prospectus information
we file with the SEC in other documents. This means that we can disclose
important information by referring you to other documents that we file with the
SEC. The information incorporated by reference is considered to be part of this
Prospectus, and information that we file later with the SEC will automatically
update and supercede this information. We incorporate by reference the documents
listed below and future filings we will make with the Commission under Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act until the offering of these
shares is terminated:
(1) Our annual report on Form 10-K for the year ended December 31, 2002;
(2) Our Information Circular and Proxy Statement dated June 18, 2002 relating
to our 2002 Annual and Special Meeting of Shareholders held on June 18,
2002.
(3) Our amendment to Form 8-K dated February 14, 2003.
(4) Our Form 8-K dated February 5, 2003.
A statement contained in a document incorporated by reference herein shall be
deemed to be modified or superceded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which is also incorporated herein modifies or replaces such statement.
Any statement that is modified or superceded shall not be deemed, except as so
modified or superceded, to constitute a part of this Prospectus.
We will provide without charge to you, upon your written or oral request, a copy
of any or all of the information incorporated by reference in this Prospectus.
Requests should be directed to:
Stake Technology Ltd.
2838 Highway 7, Norval, Ontario, Canada L0P 1K0
Attention: Steven R. Bromley, Executive Vice President and
Chief Financial Officer
Telephone number (905) 455-1990 Fax (905) 455-2529
Email: sbromley@staketech.com
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our officers and directors are covered by the provisions of the Canada Business
Corporations Act ("CBCA"), the Articles of Amalgamation, the bylaws and
insurance policies, which serve to indemnify them against liabilities, which
they may incur in such capacities. These various provisions are described below.
Indemnification and Insurance - Under the CBCA, we have the right to indemnify a
present or former director or officer of the corporation or another individual
who acts at our request as a director or officer, or an individual acting in a
similar capacity of another entity, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment reasonably
incurred if such individual acted honestly and in good faith with a view to our
best interests and, in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, if she or he had reasonable
grounds for believing her or his conduct was lawful. In the latter case, we have
the obligation to indemnify such person if he or she complies with the foregoing
requirements and was not judged by the court or other competent authority to
have committed any fault or omitted to do anything that such individual ought to
have done. We also have the right, with the approval of a court, to indemnify
such persons in respect of an action by or on behalf of the corporation or other
entity to procure a judgment in its favour, to which the individual is made a
party because of his or her association with the corporation or such other
entity or to advance monies to such person for the costs, charges and expenses
of such proceeding if he or she fulfills the foregoing requirements. If such
person does not fulfill such requirements, he or she is required to repay the
monies so advanced.
However, no such indemnification relieves a director or officer from the duty to
act in accordance with the requirement of the CBCA honestly and in good faith
with a view to our best interests, and to exercise the care, diligence and skill
that a reasonably prudent person would exercise in comparable circumstances. The
bylaws generally provide for mandatory indemnification of our directors and
officers to the full extent provided by the CBCA.
We have purchased and intend to maintain insurance on behalf of any person who
is or was a director or officer of Stake, or is or was a director or officer of
Stake serving at our request as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, so long as the
director or officer acted honestly and in good faith with a view to our best
interests.
12
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or controlling persons pursuant to
the foregoing provisions, those provisions are, in the opinion of the SEC,
against public policy as expressed in the Securities Act of 1933 and are
therefore unenforceable.
ENFORCEABILITY OF CIVIL LIABILITIES
The Company is a Canada corporation. A majority of its officers and directors,
as well as certain of the experts named herein, are residents of Canada and a
substantial portion of the assets of the Company and of such persons are located
outside the United States. As a result, it may be difficult for investors to
effect service of process within the United States upon the Company or such
persons or to enforce, in United States courts judgments against them obtained
in such courts predicated upon the civil liability provisions of the United
States federal securities laws. The Company has been advised by its Canadian
counsel Basman Smith LLP of Toronto, Ontario, that there is doubt as to whether
Canadian courts would: (a) enforce judgments of United States courts obtained in
actions against the Company or such persons predicated upon the civil liability
provisions of the United States federal securities laws; or (b) enforce, in
original actions, liabilities against the Company or such persons predicated
solely upon the United States federal securities laws.
13
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses (in US$) to be incurred in
connection with the issuance and distribution of the securities being registered
hereby:
SEC registration fee......................................................$631
Accounting fees and expenses............................................$2,000*
Legal fees and expenses................................................$10,000*
Printing expenses.........................................................$500*
Miscellaneous.............................................................$869*
TOTAL.......................................................$14,000*
*Estimated
Item 15. Indemnification of Directors and Officers
Section 124 of the Canada Business Corporations Act ("CBCA") provides, in
pertinent part, as follows:
Indemnification (1) A corporation may indemnify a director or officer of
the corporation, a former director or officer of the
corporation or another individual who acts or acted at
the corporation's request as a director or officer, or
any individual acting in a similar capacity, of another
entity, against all costs, charges and expenses,
including as amount paid to settle any action or satisfy
a judgment, reasonably incurred by the individual in
respect of any civil, criminal, administrative,
investigative or other proceeding in which the
individual is involved because of that association with
the corporation or other entity.
Advance of costs (2) A corporation may advance moneys to a director,
officer or other individual for the costs, charges and
expenses of a proceeding referred to in subsection (1).
The individual shall repay the moneys if the individual
does not fulfil the conditions of subsection (3).
Limitation (3) A corporation may not indemnify an individual under
subsection (1) unless the individual
(a) acted honestly and in good faith with a view to
the best interests of the corporation, or, as the
case may be, to the best interests of the other
entity for which the individual acted as director
or officer or in a similar capacity at the
corporation's request; and
(b) in the case of a criminal or administrative action
or proceeding that is enforced by a monetary
penalty, the individual had reasonable grounds for
believing that the individual's conduct was
lawful.
Indemnification in derivative actions
(4) A corporation may with the approval of a court,
indemnify an individual referred to in subsection (1),
or advance moneys under subsection (2), in respect of an
action by or on behalf of the corporation or other
entity to procure a judgment in its favour, to which the
individual is made a party because of the individual's
association with the corporation or other entity as
described in subsection (1) against all costs, charges
and expenses reasonably incurred by the individual in
connection with such action, if the individual fulfils
the conditions set out in subsection (3).
Right to indemnity (5) Despite subsection (1), an individual referred to in
that subsection is entitled to indemnity from the
corporation in respect of all costs, charges and
expenses reasonably incurred by the individual in
connection with the defence of any civil, criminal,
administrative, investigative or the proceeding to which
the individual is subject because of the individual's
association with the corporation or other entity as
described in subsection (1), if the individual seeking
indemnity
(a) was not judged by the court or other competent
authority to have committed any fault or omitted
to do anything that the individual ought to have
done; and
II-1
(b) fulfils the conditions set our in subsection (3).
Insurance (6) A corporation may purchase and maintain insurance
for the benefit of an individual referred to in
subsection(1) against any liability incurred by the
individual
(a) in the individual's capacity as a director or
officer of the corporation; or
(b) in the individual's capacity as a director or
officer, or similar capacity, of another entity,
if the individual acts or acted in that capacity
at the corporation's request.
Pursuant to its By-Laws, the Company shall indemnify any person, and his or her
heirs and legal representatives who is or was a director or officer of the
Company, or who acts or acted at the request of the Company as a director or
officer of a body corporate of which the Company is or was a shareholder or
creditor, against all costs, charges and expenses, including an amount paid to
settle an action or satisfy a judgment, reasonably incurred by such person in
respect of any civil, criminal or administrative action or proceeding to which
such person is made a party by reason of being or having been a director or
officer of the Company or such body corporate, if such person acted honestly and
in good faith with a view to the best interests of the Company, and, in the case
of a criminal or administrative action or proceeding that is enforced by a
monetary penalty, such person had reasonable grounds for believing that his or
her conduct was lawful. No director or officer of the Company shall be
indemnified by the Company in respect of any liability, costs, charges or
expenses that such person sustains or incurs in or about any action, suit or
other proceeding as a result of which he or she is adjudged to be in breach of
any duty or responsibility imposed upon him or her under the CBCA or under any
other statute unless, in an action brought against him or her in their capacity
as director or officer, he or she have achieved complete or substantial success
as a defendant. Subject to the limitations contained in the CBCA, the Company
may purchase, maintain or participate in such insurance for the benefit of such
persons as the board of directors may, from time to time, determine.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "Act"), may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the United States
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is therefore unenforceable. The Company is subject,
insofar as its Articles of Amalgamation and internal affairs are concerned, to
the laws of Canada, and it has been advised by its Canadian counsel, Messrs.
Basman Smith LLP, that, in their opinion, Canadian courts would allow
indemnification for liabilities arising under the Act, provided that the
indemnification came within the limits of the above quoted sections of the CBCA,
since such provisions are not contrary to the public policy of Canada. (See
"Enforceability of Civil Liabilities.")
Item 16. Exhibits
5 Opinion of Basman Smith LLP
23.1 Consent of Basman Smith LLP, included in Exhibit 5
23.2 Consent of PricewaterhouseCoopers LLP
24 Powers of Attorney
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any Prospectus required by Section 10(a)(2) of the
Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
Prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum
II-2
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and
will be governed by the final adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the Town of Norval, Province of Ontario, Canada, on this 9th day
of April, 2003.
STAKE TECHNOLOGY LTD.
By: /s/ Steven R. Bromley
-----------------------
Steven R. Bromley
Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
on April 9, 2003.
Signature Title
--------- -----
* Chairman, Chief Executive Officer
---------------------------- and Director (Principal Executive Officer)
Jeremy N. Kendall
/s/ Steven R. Bromley Executive Vice President and
---------------------------- Chief Financial Officer
Steven R. Bromley (Principal Financial and Accounting Officer)
* Director
----------------------------
Cyril A. Ing
* Director
----------------------------
Joseph Riz
* Director and Authorized
---------------------------- Representative in the United States
James K. Rifenbergh
* Director
----------------------------
Allan Routh
* Director
----------------------------
Larry (Andy)Anderson
* Director
----------------------------
Dennis Anderson
* Director
----------------------------
Katrina Houde
* Director
----------------------------
Camillo Lisio
* Director
----------------------------
Stephen Bronfman
* Director
----------------------------
Robert Fetherstonhaugh
*By his signature set forth below, Steven R. Bromley, pursuant to duly
executed powers of attorney filed with the Securities and Exchange Commission as
an exhibit to this registration statement, has signed this registration
statement on behalf of and as Attorney-in-Fact for the foregoing persons.
By: /s/Steven R. Bromley
Steven R. Bromley
Attorney-in-Fact
II-4