SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 2
|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. 2 to Form 10-K (the "Form 10-K/A") of Stake Technology
Ltd. (the "Company") for the fiscal year ended December 31, 2002, is being filed
to file a copy of Exhibit 10O, the Production Agreement and Addendum dated
August 6, 2001 between The Hain Celestial Group and Nordic Aseptic, Inc., a
wholly-owned subsidiary of the Company. Portions of this Exhibit have been
omitted pursuant to a request for confidential treatment filed with the SEC.
Item 15. Exhibits, Financial Statements and Reports on Form 8-K
STAKE TECHNOLOGY LTD.
(a) Documents filed herewith as part of the Report on Form 10-K.
Exhibits
--------
10O. Production Agreement and Addendum dated August 6, 2001
between The Hain Celestial Group and Nordic Aseptic,
Inc. (a wholly-owned subsidiary of the Company) ** / ***
99.1 Certification by Jeremy Kendall, Chief Executive Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. **
99.2 Certification by Steven Bromley, Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. **
----------
** Filed herewith
*** Portions of the Exhibit have been omitted pursuant to a request for
confidential treatment filed with the SEC.
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: June 25, 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
-----------------------------------------------------------------------------------------------------------
* June 25, 2003
----------------------------------
Jeremy N. Kendall Chairman, Chief Executive Officer
And Director (Principal Executive Officer)
/s/ Steven R. Bromley June 25, 2003
----------------------------------
Steven R. Bromley Executive Vice President and Chief Financial
Officer (Principal Financial and Accounting Officer)
* June 25, 2003
----------------------------------
Cyril A. Ing Director and Corporate Secretary
* June 25, 2003
----------------------------------
Joseph Riz Director
*
----------------------------------
Jim Rifenbergh Director June 25, 2003
*
----------------------------------
Allan Routh Director June 25, 2003
*
----------------------------------
Dennis Anderson Director June 25, 2003
*
----------------------------------
Katrina Houde Director June 25, 2003
*
----------------------------------
Camillo Lisio Director June 25, 2003
*
----------------------------------
Stephen Bronfman Director June 25, 2003
*
----------------------------------
Robert Fetherstonhaugh Director June 25, 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
---------------------
INDEX TO EXHIBITS
Exhibit No. Page No.
----------- --------
10O. Production Agreement and Addendum dated August 6, 2001
between The Hain Celestial Group and Nordic Aseptic,
Inc. (a wholly-owned subsidiary of the Company) (1)
99.1 Certification by Jeremy Kendall, Chief Executive Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
99.2 Certification by Steven Bromley, Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
----------
(1) Portions of the Exhibit have been omitted pursuant to a request for
confidential treatment filed with the SEC.