SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
|X| ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
Commission File No. 0-9989
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
STAKE TECHNOLOGY LTD.
(Exact name of registrant as specified in its charter)
CANADA
(Jurisdiction of Incorporation)
Not Applicable
(I.R.S. Employer Identification No.)
2838 Highway 7
Norval, Ontario L0P 1K0, Canada
(Address of Principle Executive Offices)
(905) 455-1990
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to 12(g) of the Act:
Common Shares, no Par value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes |X| No |_|
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K contained in this form, and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |X|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes |X| No |_|
At March 7, 2003 the registrant had outstanding 42,489,943 common shares, the
only class of registrant's common stock outstanding. There were no other classes
of stock outstanding and the aggregate market value of voting stock held by
non-affiliates at such date was US$102,730,000. The Company's common shares
traded on Nasdaq Small Cap Market tier of The Nasdaq Stock Market under the
symbol STKL and on the Toronto Stock Exchange under the symbol SOY.
Explanatory Note
This Amendment No. 1 to Form 10-K (the "Form 10-K/A") of Stake Technology
Ltd. for the fiscal year ended December 31, 2002, is being filed: (1) to submit
certifications made by the Chief Executive Officer and Chief Financial Officer
in compliance with Section 906 of the Sarbanes-Oxley Act; and (2) to amend the
Supplemental Financial Information (Unaudited), the final item contained in the
Notes to Consolidated Financial Statements.
Stake Technology Ltd.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars)
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Supplemental Financial Information (Unaudited)
Quarter ended Quarter ended
December 31 September 30
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2002 2001 2002 2001
Revenues 33,437 23,811 32,800 22,904
Cost of goods sold 28,000 20,723 27,510 20,093
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Gross profit 5,437 3,088 5,290 2,811
Selling, general and administrative expenses 4,835 3,732 3,240 2,536
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Earnings (loss) before the following 602 (644) 2,050 275
Interest expense (383) (338) (302) (398)
Interest and other income (expense) (20) (4) 30 102
Foreign exchange gain (loss) 36 19 (322) 347
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(367) (323) (594) 51
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Earnings (loss) before income taxes 235 (967) 1,456 326
Provision for (recovery of) income taxes (277) 283 (71) 170
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Net earnings (loss) for the year 512 (684) 1,527 156
==============================================
Net earnings (loss) per share for the year
Basic 0.01 (0.02) 0.04 0.00
==============================================
Diluted 0.01 (0.02) 0.04 0.00
==============================================
Quarter ended Quarter ended
June 30 March 31
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2002 2001 2002 2001
Revenues 31,378 23,988 23,283 19,119
Cost of goods sold 25,942 20,180 19,979 16,454
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Gross profit 5,436 3,808 3,304 2,665
Selling, general and administrative expenses 3,223 2,494 2,983 2,380
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Earnings before the following 2,213 1,314 321 285
Interest expense (306) (519) (422) (489)
Interest and other income 97 143 111 87
Foreign exchange gain (loss) 466 (41) (4) 27
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257 (417) (315) (375)
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Earnings before income taxes 2,470 897 6 (90)
Provision for income taxes 766 372 (17) 112
----------------------------------------------
Net earnings for the year 1,704 525 23 22
==============================================
Net earnings per share for the year
Basic 0.04 0.02 0.00 0.00
==============================================
Diluted 0.04 0.02 0.00 0.00
==============================================
Item 15. Exhibits, Financial Statements and Reports on Form 8-K
STAKE TECHNOLOGY LTD. Form 10-K
(a) Documents filed as part of the Report on Form 10-K. Page
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1. Consolidated Financial Statements F-1
Independent Auditors' Report F-2
Consolidated Balance Sheets as at
December 31, 2002 and 2001 F-3
Consolidated Statements of Retained Earnings -
For the Years ended December 31, 2002, 2001 and 2000 F-4
Consolidated Statements of Earnings -
For the Years ended December 31, 2002, 2001 and 2000 F-5
Consolidated Statements of Cash Flows -
For the Years ended December 31, 2002, 2001 and 2000 F-6
Notes to Consolidated Financial Statements -
For the Years ended December 31, 2002 and 2001 F-7- F36
3. Exhibits
2.1 - Agreement and Plan of Merger dated as of October 25, 2002
among Opta Food Ingredients, Inc., Stake Technology Ltd. and
Stake Acquisition Corp. (A)
3.1 - Amalgamation of Stake Technology Ltd and 3754481 Canada Ltd.
(formerly George F. Pettinos (Canada) Limited) (B)
3.3 - Bylaw No. 14 approved by shareholders - June 17, 1997 (C)
10.1(a) - 1993 Employee/Director Stock Option Plan dated May 19, 1993
(D)
10.1(b) - 1996 Employee/Director Stock Option Plan dated September 27,
1996 (E)
10.1(c) - 1998 Stock Option Plan dated December 12, 1997 (F)
10.1(d) - 1999 Stock Option Plan dated February 18, 1999 (G)
10.1(e) - 2001 Stock Option Plan dated March 13, 2001 (H)
10.1(f) - 2002 Stock Option Plan dated March 26, 2002 (I)
10.3(a) - Credit Agreement with Bank of Montreal dated February 28, 2002
(H)
10.3(b) - Facility B Loan Authorization Agreement with Harris Trust and
Savings Bank (H)
10.3(c) - Credit Agreement dated as of November 25, 2002 among Stake
Acquisition Corp., certain Lenders and Harris Trust and
Savings Bank, as Administrative Agent (I)
10.3(d) - Debenture Purchase Agreement dated as of December 4, 2002
between Stake Technology Ltd. and Claridge Israel LLC (I)
Exhibits (continued)
10.3(e) - Amended and Restated Credit Agreement dated as of February 21,
2003 among Stake Technology Ltd. (the "Company"), certain
affiliates of the Company, Bank of Montreal and Harris Trust
and Savings Bank. (I)
21 - List of subsidiaries (I)
24 - Powers of Attorney (I)
99.1 - Certification of Chief Executive Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002. (J)
99.2 - Certification of Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002. (J)
(A) Previously filed as an Exhibit to Company's Form 8K filed November
6, 2002.
(B) Previously filed as an Exhibit to Company's annual report on Form
10-KSB for the year ended December 31, 2000 and incorporated herein
by reference.
(C) Previously filed as an Exhibit to Company's annual report on Form
10-KSB for the year ended December 31, 1997 and incorporated herein
by reference.
(D) Previously filed as an Exhibit to Company's annual report on Form
10-KSB for the year ended December 31, 1995 and incorporated herein
by reference.
(E) Previously filed as an Exhibit to Company's annual report on Form
10-KSB for the year ended December 31, 1996 and incorporated herein
by reference.
(F) Previously filed as an Exhibit to Company's annual report on Form
10-KSB for the year ended December 31, 1998 and incorporated herein
by reference.
(G) Previously filed as an Exhibit to Company's annual report on Form
10-KSB for the year ended December 31, 1999 and incorporated herein
by reference.
(H) Previously filed as an Exhibit to Company's annual report on Form
10-K for the year ended December 31, 2001 and incorporated herein by
reference.
(I) Previously filed as an Exhibit to Company's annual report on Form
10-K for the year ended December 31, 2002 and incorporated herein by
reference.
(J) Filed herewith
4. Filings of Form 8-K in the last Quarter of 2002
Form 8-K filed November 6, 2002 relating to the Agreement and Plan of
Merger dated as of October 25, 2002 among Opta Food Ingredients, Inc.,
Stake Technology Ltd. and Stake Acquisition Corp.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1984, the registrant has duly caused this amendment to report to be
signed on its behalf by the undersigned. Thereunto duly authorized.
STAKE TECHNOLOGY LTD.
Steven R. Bromley /s/ Steven R. Bromley
Executive Vice President and ----------------------------------------
Chief Financial Officer
Date: April 10, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934, the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated have signed this amendment to report below.
Signature Title Date
--------------------------------------------------------------------------------------------------------
/s/ Jeremy N. Kendall April 10, 2003
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Jeremy N. Kendall Chairman, Chief Executive Officer
And Director (Principal Executive Officer)
/s/ Steven R. Bromley April 10, 2003
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Steven R. Bromley Executive Vice President and Chief Financial
Officer (Principal Financial and Accounting Officer)
/s/ Cyril A. Ing April 10, 2003
------------------------------
Cyril A. Ing Director and Corporate Secretary
/s/ Joseph Riz
------------------------------
Joseph Riz Director April 10, 2003
/s/ Jim Rifenbergh
------------------------------
Jim Rifenbergh Director April 10, 2003
/s/ Allan Routh
------------------------------
Allan Routh Director April 10, 2003
/s/ Dennis Anderson
------------------------------
Dennis Anderson Director April 10, 2003
/s/ Larry Anderson
------------------------------
Larry Anderson Director April 10, 2003
/s/ Katrina Houde
------------------------------
Katrina Houde Director April 10, 2003
/s/ Camillo Lisio
------------------------------
Camillo Lisio Director April 10, 2003
/s/ Stephen Bronfman
------------------------------
Stephen Bronfman Director April 10, 2003
/s/ Robert Fetherstonhaugh
------------------------------
Robert Fetherstonhaugh Director April 10, 2003
* By his signature set forth below, Steven R. Bromley, pursuant to a duly
executed power of attorney filed with the Securities and Exchange Commission as
an exhibit to the report on Form 10-K, has signed this amendment to report on
behalf of and as Attorney-In-Fact for this person.
/s/ Steven R. Bromley - Steven R. Bromley -Attorney-in-Fact
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