-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FABmot59Ss54nNX1vh8zi9KPIWWfdEVEzUybLAMYwPFBQMq3+XFHw7wGK0au0yvD jqDq3k/s0mt7FpacyHqadQ== 0000899140-04-000011.txt : 20040107 0000899140-04-000011.hdr.sgml : 20040107 20040107154149 ACCESSION NUMBER: 0000899140-04-000011 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 20040107 GROUP MEMBERS: CHARLES R. BRONFMAN TRUST GROUP MEMBERS: ROBERT FETHERSTONHAUGH GROUP MEMBERS: SRB BELVEDERE TRUST GROUP MEMBERS: STEPHEN R. BRONFMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUNOPTA INC CENTRAL INDEX KEY: 0000351834 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-FARM PRODUCT RAW MATERIALS [5150] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59617 FILM NUMBER: 04513166 BUSINESS ADDRESS: STREET 1: 2838 HWY 7 STREET 2: NORVAL ONTARIO CITY: L0P 1K0 CANADA STATE: A6 ZIP: L0P 1K0 BUSINESS PHONE: 9054551990 MAIL ADDRESS: STREET 1: 2838 HWY 7 STREET 2: NORVAL ONTARIO CITY: CANADA L0P 1K0 ZIP: L0P 1K0 FORMER COMPANY: FORMER CONFORMED NAME: STAKE TECHNOLOGY LTD DATE OF NAME CHANGE: 19940901 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLARIDGE ISRAEL LLC CENTRAL INDEX KEY: 0001159558 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O WILLKIE FARR & GALLAHGER STREET 2: 787 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10019-6099 BUSINESS PHONE: 2127288964 MAIL ADDRESS: STREET 1: C/O WILLKIE FARR & GALLAHGER STREET 2: 787 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 c1312650.txt AMENDMENT NO. 7 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 7) SunOpta Inc. (f/k/a Stake Technology Limited) - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Without Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 85 25 59 103 - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Guy P. Lander Claridge Israel LLC c/o Davies Ward Phillips & Vineberg LLP 625 Madison Avenue, 12th Floor New York, New York 10022 (212) 588-5511 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Michael A. Schwartz, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019-6099 (212) 728-8000 December 30, 2003 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Schedule) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent. SCHEDULE 13D/A - --------------------------- CUSIP No. 85 25 59 103 - --------------------------- - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Claridge Israel LLC - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER -0- --------- ------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY -0- OWNED BY --------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH -0- --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER -0- - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON -0- - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -0- - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - ----------- -------------------------------------------------------------------- SCHEDULE 13D/A - --------------------------- CUSIP No. 85 25 59 103 - --------------------------- - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Stephen R. Bronfman - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canada - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 5,397,088 --------- ------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY -0- OWNED BY --------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 5,397,088 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER -0- - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,397,088 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.0% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ----------- -------------------------------------------------------------------- SCHEDULE 13D/A - --------------------------- CUSIP No. 85 25 59 103 - --------------------------- - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Robert Fetherstonhaugh - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canada - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 16,000 --------- ------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 285,714 OWNED BY --------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 16,000 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 285,714 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 301,714 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ----------- -------------------------------------------------------------------- SCHEDULE 13D/A - --------------------------- CUSIP No. 85 25 59 103 - --------------------------- - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SRB Belvedere Trust - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canada - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 285,714 --------- ------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY -0- OWNED BY --------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 285,714 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER -0- - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 285,714 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - ----------- -------------------------------------------------------------------- SCHEDULE 13D/A - --------------------------- CUSIP No. 85 25 59 103 - --------------------------- - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Charles R. Bronfman Trust - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER -0- --------- ------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 109,818 OWNED BY --------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH -0- --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 109,818 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 109,818 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - ----------- -------------------------------------------------------------------- Introductory Note This Amendment No. 7 (this "Statement") amends the Schedule 13D originally filed by Claridge Israel LLC, a Delaware limited liability company ("Claridge"), on September 27, 2001, as amended by Amendment No. 1 thereto filed on October 2, 2001, as further amended by Amendment No. 2 thereto filed on October 23, 2001, as further amended by Amendment No. 3 thereto filed on December 27, 2001, as further amended by Amendment No. 4 thereto filed on December 6, 2002, as further amended by Amendment No. 5 thereto filed on March 28, 2003, and as further amended and restated by Amendment No. 6 thereto filed on September 8, 2003 (the initial Schedule 13D together with all amendments thereto are herein referred to as the "Original 13D"). Claridge, Stephen R. Bronfman ("Bronfman"), Robert Fetherstonhaugh ("Fetherstonhaugh"), the SRB Belvedere Trust (the "Belvedere Trust") and the Charles R. Bronfman Trust ("CR.BT", together with Bronfman, Fetherstonhaugh and the Belvedere Trust, the "Reporting Persons") are jointly filing this Statement. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Original 13D. This Statement, among other things, (i) adds CR.BT as a "Reporting Person" and (ii) removes Claridge as a "Reporting Person" because Claridge has ceased to be the beneficial owner of the common stock, without par value (the "Common Stock"), of SunOpta Inc., a Canadian corporation (f/k/a Stake Technology Limited) (the "Issuer"). Item 1. Security and Issuer. Item 1 of the Original 13D is amended and restated in its entirety to read as follows: This Statement relates to the Common Stock of the Issuer. The principal executive offices of the Issuer are located at 2838 Highway 7, Norval, Ontario, Canada L0P 1K0. Item 2. Identity and Background. Items 2(a) through (f) of the Original 13D are hereby amended and restated in their entirety to read as follows: (a) This Statement is being filed on behalf of the Reporting Persons. Schedule I-A to this Statement contains the name, residence or business address, present principal occupation and citizenship of each trustee (each a "Belvedere Trustee") of the Belvedere Trust. Schedule I-B to this Statement contains the name, residence or business address, present principal occupation and citizenship of each trustee (each a "CR.BT Trustee") of CR.BT. (b) Each of Bronfman, Fetherstonhaugh and the Belvedere Trust has its principal office at c/o Claridge Inc., 1170 Peel Street, Montreal, Canada H3P 4P2. CR.BT has its principal office at c/o Davies Ward Phillips & Vineberg LLP, 625 Madison Avenue, 12th Floor, New York, New York 10022. (c) The principal business of each of Bronfman, the Belvedere Trust and CR.BT consists of the acquisition, ownership, disposition and reinvestment of investment assets and related business activities. The principal business of Fetherstonhaugh is his present occupation as the President and Chief Executive Officer of Claridge, Inc., an affiliate of Claridge. (d) During the past five years, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, the persons listed on Schedule I-A as a Belvedere Trustee or the persons listed on Schedule I-B as a CR.BT Trustee of CR.BT, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, the persons listed on Schedule I-A as a Belvedere Trustee or the persons listed on Schedule I-B as a CR.BT Trustee, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The Belvedere Trust is organized under the laws of Canada. CR.BT is organized under the laws of New York. Bronfman and Fetherstonhaugh are citizens of Canada. Item 4. Purpose of Transaction. Item 4 of the Original 13D is hereby amended by adding the following paragraph at the end of the discussion of the Original 13D and prior to the last two paragraphs of Item 4 of the Original 13D: Bronfman directly owns a 49% membership interest in Claridge. CR.BT owns a 1% membership interest in Claridge. On December 30, 2003, Claridge distributed pro rata to its members the shares of Common Stock and the warrants to purchase shares of Common Stock owned by it (the "Distribution"). In connection with the Distribution, (i) Bronfman received 4,156,088 shares of Common Stock and warrants to acquire 1,225,000 shares of Common Stock and (ii) CR.BT received 84,818 shares of Common Stock and warrants to acquire 25,000 shares of Common Stock. Item 5. Interest in Securities of the Issuer. Items 5(a), (b), (c) and (e) of the Original 13D are hereby amended and restated in their entirety to read as follows: (a) The Reporting Persons may be deemed members of a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and Rule 13d-5(b)(1) thereunder. Bronfman and Fetherstonhaugh are designated by Claridge to serve on the Board of Directors of the Issuer. Additionally, Fetherstonhaugh is a Belvedere Trustee. Bronfman beneficially owns directly 5,397,088 shares of Common Stock (including 1,231,000 shares of Common Stock that may be acquired through presently exercisable options and warrants), which represents approximately 10.0% of the Common Stock of the Issuer based on the 52,578,460 shares of Common Stock the Issuer had outstanding as of November 6, 2003, as reported on the Issuer's Form 10-Q for the quarterly period ended September 30, 2003 (the "Form 10-Q"), and the 1,231,000 shares of Common Stock that may be acquired by Bronfman through presently exercisable options and warrants. Bronfman is a contingent beneficiary of CR.BT and the sole beneficiary of the Belvedere Trust. Bronfman disclaims beneficial ownership of (i) the shares of Common Stock held by CR.BT to the extent he may be deemed to have an interest in them through CR.BT and (ii) all shares of Common Stock held by Fetherstonhaugh and the Belvedere Trust. Fetherstonhaugh beneficially owns (i) directly 16,000 shares of Common Stock (including 6,000 shares of Common Stock that may be acquired through presently exercisable options) and (ii) indirectly 285,714 shares of Common Stock held by the Belvedere Trust, which in the aggregate represents approximately 0.6% of the Common Stock of the Issuer based on the 52,578,460 shares of Common Stock the Issuer had outstanding as of November 6, 2003, as reported on the Form 10-Q, and the 6,000 shares of Common Stock that may be acquired through presently exercisable options. Fetherstonhaugh disclaims beneficial ownership of all shares of Common Stock held by Bronfman and CR.BT. The Belvedere Trust beneficially owns directly 285,714 shares of Common Stock, which represents approximately 0.5% of the Common Stock of the Issuer, based on the 52,578,460 shares of Common Stock the Issuer had outstanding as of November 6, 2003, as reported on the Form 10-Q. The Belvedere Trust disclaims beneficial ownership of all shares of Common Stock held by Bronfman, Fetherstonhaugh and CR.BT. The Belvedere Trust shares beneficial ownership of all of the shares of Common Stock owned by it with Fetherstonhaugh, a Belvedere Trustee. CR.BT beneficially owns 109,818 shares of Common Stock (including 25,000 shares of Common Stock that may be acquired through presently exercisable warrants), which represents approximately 0.2% of the Common Stock of the Issuer, based on the 52,578,460 shares of Common Stock the Issuer had outstanding as of November 6, 2003, as reported on the Form 10-Q, and the 25,000 shares of Common Stock that may be acquired through presently exercisable warrants. CR.BT disclaims beneficial ownership of all shares of Common Stock held by Bronfman, Fetherstonhaugh and the Belvedere Trust. CR.BT shares beneficial ownership of all of the shares of Common Stock owned by it with the CR.BT Trustees. Except as disclosed in this Item 5(a), as of the date hereof, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, the persons set forth on Schedule I-A or Schedule I-B, beneficially owns any shares of Common Stock. (b) Except as set forth in Item 5(a) above, each Reporting Person possesses the sole power to vote and to dispose of the shares of Common Stock reported herein as beneficially owned by such Reporting Person. (c) Except for the acquisition of 10,000 shares of Common Stock by each of Bronfman and Fetherstonhaugh through the exercise of options on December 15, 2003, in the 60 days prior hereto there have been no transactions in the Common Stock effected by the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any of the persons set forth on Schedule I-A or Schedule I-B hereto. (e) On December 30, 2003, Claridge ceased to be the beneficial owner of Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Information contained in Item 6 of the Original 13D is hereby incorporated by reference. Item 7. Material to be Filed as Exhibits. Exhibit A. Joint Filing Agreement, dated January 6, 2004, by and among Claridge Israel LLC, Stephen R. Bronfman, Robert Fetherstonhaugh, SRB Belvedere Trust and Charles R. Bronfman Trust. Exhibit B. Power of Attorney from Stephen R. Bronfman. Exhibit C. Power of Attorney from Robert Fetherstonhaugh. Exhibit D. Power of Attorney from Robert Fetherstonhaugh, a Trustee of the SRB Belvedere Trust. Exhibit E. Power of Attorney from Michael Vineberg, a Trustee of the SRB Belvedere Trust. Exhibit F. Power of Attorney from Guy P. Lander, a Trustee of the Charles R. Bronfman Trust. Exhibit G. Power of Attorney from Steven H. Levin, a Trustee of the Charles R. Bronfman Trust. Exhibit H. Power of Attorney from Jay Rubinstein, a Trustee of the Charles R. Bronfman Trust. SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: January 6, 2004 CLARIDGE ISRAEL LLC By: /s/ Andrew J. Parsons ------------------------------ Name: Andrew J. Parsons Title: Vice President Dated: January 6, 2004 STEPHEN R. BRONFMAN By: /s/ Michel Boucher ------------------------------ Name: Michel Boucher, as Attorney-in-Fact for Stephen R. Bronfman Dated: January 6, 2004 ROBERT FETHERSTONHAUGH By: /s/ Michel Boucher ------------------------------ Name: Michel Boucher, as Attorney-in-Fact for Robert Fetherstonhaugh Dated: January 6, 2004 SRB BELVEDERE TRUST By: /s/ Michel Boucher ------------------------------ Name: Michel Boucher, as Attorney-in-Fact for each of Robert Fetherstonhaugh, a Trustee, and Michael D. Vineberg, a Trustee Dated: January 6, 2004 CHARLES R. BRONFMAN TRUST By: /s/ Michel Boucher ------------------------------ Name: Michel Boucher, as Attorney-in-Fact for each of Guy P. Lander, a Trustee, Steven H. Levin, a Trustee, and Jay Rubinstein, a Trustee SCHEDULE I-A TO SCHEDULE 13D Information with Respect to Trustees of the Belvedere Trust The following sets forth as to each of the Belvedere Trustees of the Belvedere Trust: his or her name; his or her business address; and his or her present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. To the knowledge of the Belvedere Trust, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he or she was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws.
Name and Position with the Belvedere Present Principal Trust Present Business Address Occupation Citizenship - -------------- ------------------------ ----------------- ----------- Robert Fetherstonhaugh c/o Claridge, Inc. President and CEO, Canada 1170 Peel Street, Montreal, Claridge, Inc. Canada H3B 4P2 Michael D. Vineberg c/o Davies Ward Phillips & Partner, Davies Ward Canada Vineberg LLP Phillips & Vineberg LLP 1501 McGill College Avenue, 26th Floor Montreal, Quebec, H3A 3N9
SCHEDULE I-B TO SCHEDULE 13D Information with Respect to Trustees of CR.BT The following sets forth as to each of the CR.BT Trustees of CR.BT: his or her name; his or her business address; and his or her present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. To the knowledge of CR.BT, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he or she was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws.
Name and Position with Present Principal CR.BT Present Business Address Occupation Citizenship - -------------- ------------------------ ----------------- ----------- Guy P. Lander c/o Davies Ward Phillips & Partner, Davies Ward United States Vineberg LLP Phillips & Vineberg LLP 625 Madison Avenue, 12th Floor New York, NY 10022 Steven H. Levin c/o Davies Ward Phillips & Partner, Davies Ward United States Vineberg LLP Phillips & Vineberg LLP 625 Madison Avenue, 12th Floor New York, NY 10022 Jay Rubinstein c/o Withers Bergman LLP Principal, Withers United States 157 Church Street Bergman LLP P.O. Box 426 New Haven, CT 06502
EX-99.A 4 c1314766b.txt JOINT FILING AGREEMENT EXHIBIT A Joint Filing Agreement This Joint Filing Agreement is entered into as of January 6, 2004, by and among the parties signatories hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the shares of common stock, without par value, of SunOpta Inc., a Canadian corporation, is, and any amendment thereafter signed by each of the undersigned may be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended. Dated: January 6, 2004 CLARIDGE ISRAEL LLC By: /s/ Andrew J. Parsons ------------------------------ Name: Andrew J. Parsons Title: Vice President Dated: January 6, 2004 STEPHEN R. BRONFMAN By: /s/ Michel Boucher ------------------------------ Name: Michel Boucher, as Attorney-in-Fact for Stephen R. Bronfman Dated: January 6, 2004 ROBERT FETHERSTONHAUGH By: /s/ Michel Boucher ------------------------------ Name: Michel Boucher, as Attorney-in-Fact for Robert Fetherstonhaugh Dated: January 6, 2004 SRB BELVEDERE TRUST By: /s/ Michel Boucher ------------------------------ Name: Michel Boucher, as Attorney-in-Fact for each of Robert Fetherstonhaugh, a Trustee, and Michael D. Vineberg, a Trustee Dated: January 6, 2004 CHARLES R. BRONFMAN TRUST By: /s/ Michel Boucher ------------------------------ Name: Michel Boucher, as Attorney-in-Fact for each of Guy P. Lander, a Trustee, Steven H. Levin, a Trustee, and Jay Rubinstein, a Trustee EX-99.B 5 c1314483.txt POWER OF ATTORNEY EXHIBIT B POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, individually, as a trustee of the Charles Rosner Bronfman Family Trust, and in any other capacity, hereby constitutes and appoints MICHEL BOUCHER and ANDREW J. PARSONS and each of them severally, as her and lawful attorneys and agents, with power to act with or without the others and with full power of substitution and resubstitution, to execute in the name, place and stead of the undersigned any statement or report, including any amendment to any statement or report, required to be filed with respect to the undersigned under Section 13 or Section 16 of the United States Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements thereunder, or any statement or report, including any amendment to any statement or report, required to be filed with respect to the undersigned under any comparable laws, rules, regulations and requirements of any foreign jurisdiction, and to file any of the same with the Securities and Exchange Commission and any other appropriate U.S. and foreign regulatory authorities, said attorneys and agents having full power and authority to do and perform in the name and on behalf of the undersigned every act necessary to be done in the premises as fully and as effectually as the undersigned might or could do in person; and the undersigned hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF the undersigned has subscribed these presents as of January 6, 1997. /s/ Stephen R. Bronfman ------------------------------ Stephen R. Bronfman EX-99.C 6 c1314471.txt POWER OF ATTORNEY EXHIBIT C CONFIRMING STATEMENT This Statement confirms that the undersigned, Robert Fetherstonhaugh, has authorized and designated each of Michel Boucher and Andrew Parsons, severally, to execute and file on the undersigned's behalf all Forms 3, 4 and 5 (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned's ownership of or transactions in securities of Stake Technology Ltd. The authority of Michel Boucher and Andrew Parsons under this Statement shall continue until the undersigned is no longer required to file Forms 3, 4 and 5 with regard to his ownership of or transactions in securities of Stake Technology Ltd., unless earlier revoked in writing. The undersigned acknowledges that neither Michel Boucher nor Andrew Parsons is assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. Date: December 10, 2001 /s/ Robert Fetherstonhaugh ------------------ ------------------------------ Robert Fetherstonhaugh EX-99.D 7 c1314470.txt POWER OF ATTORNEY EXHIBIT D POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Michel Boucher, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as the beneficial owner of securities of Stake Technology, Ltd. (the "Company"), a Schedule 13D in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Forms 3, 4, and 5 in accordance with Section 16(a) of the Exchange Act, and the rules under each such section, and any other forms or reports the undersigned may be required to file in connection with the undersigned's ownership, acquisition, or disposition of securities of the Company, or otherwise; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, Form 3, 4, or 5 and any and all amendments thereto, or other form or report, and timely file such form or report with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 13(d) or Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to make filings under Sections 13(d) and 16(a) of the Exchange Act with respect to the undersigned's ownership, acquisition, or disposition of securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 28th day of August 2003. SRB BELVEDERE TRUST By: /s/ Robert Fetherstonhaugh ------------------------------ Robert Fetherstonhaugh, Trustee By: /s/ Michael Vineberg ------------------------------ Michael Vineberg, Trustee EX-99.E 8 c1314760.txt POWER OF ATTORNEY EXHIBIT E POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Michel Boucher, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as the beneficial owner of securities of Stake Technology, Ltd. (the "Company"), a Schedule 13D in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Forms 3, 4, and 5 in accordance with Section 16(a) of the Exchange Act, and the rules under each such section, and any other forms or reports the undersigned may be required to file in connection with the undersigned's ownership, acquisition, or disposition of securities of the Company, or otherwise; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, Form 3, 4, or 5 and any and all amendments thereto, or other form or report, and timely file such form or report with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 13(d) or Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to make filings under Sections 13(d) and 16(a) of the Exchange Act with respect to the undersigned's ownership, acquisition, or disposition of securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 28th day of August 2003. SRB BELVEDERE TRUST By: /s/ Robert Fetherstonhaugh ------------------------------ Robert Fetherstonhaugh, Trustee By: /s/ Michael Vineberg ------------------------------ Michael Vineberg, Trustee EX-99.F 9 c1314765.txt POWER OF ATTORNEY EXHIBIT F POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, solely in the undersigned's capacity as a trustee of the Charles R. Bronfman Trust, hereby constitutes and appoints MICHEL BOUCHER and ANDREW J. PARSONS and each of them severally, as the undersigned's true and lawful attorneys and agents, with power to act with or without the others and with full power of substitution and resubstitution, to execute in the name, place and stead of the undersigned any statement or report, including any amendment to any statement or report, required to be filed with respect to the undersigned under Section 13 or Section 16 of the United States Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements thereunder, or any statement or report, including any amendment to any statement or report, required to be filed with respect to the undersigned under any comparable laws, rules, regulations and requirements of any foreign jurisdiction, and to file any of the same with the Securities and Exchange Commission and any other appropriate U.S. and foreign regulatory authorities, said attorneys and agents having full power and authority to do and perform in the name and on behalf of the undersigned every act necessary to be done in the premises as fully and as effectually as the undersigned might or could do in person; and the undersigned hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents as of December 30, 2003. /s/ Guy P. Lander ------------------------------ Guy P. Lander EX-99.G 10 c1314763.txt POWER OF ATTORNEY EXHIBIT G POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, solely in the undersigned's capacity as a trustee of the Charles R. Bronfman Trust, hereby constitutes and appoints MICHEL BOUCHER and ANDREW J. PARSONS and each of them severally, as the undersigned's true and lawful attorneys and agents, with power to act with or without the others and with full power of substitution and resubstitution, to execute in the name, place and stead of the undersigned any statement or report, including any amendment to any statement or report, required to be filed with respect to the undersigned under Section 13 or Section 16 of the United States Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements thereunder, or any statement or report, including any amendment to any statement or report, required to be filed with respect to the undersigned under any comparable laws, rules, regulations and requirements of any foreign jurisdiction, and to file any of the same with the Securities and Exchange Commission and any other appropriate U.S. and foreign regulatory authorities, said attorneys and agents having full power and authority to do and perform in the name and on behalf of the undersigned every act necessary to be done in the premises as fully and as effectually as the undersigned might or could do in person; and the undersigned hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents as of December 24, 2003. /s/ Steven H. Levin ------------------------------ Steven H. Levin EX-99.H 11 c1314764.txt POWER OF ATTORNEY EXHIBIT H POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS THAT the undersigned, solely in the undersigned's capacity as a trustee of the Charles R. Bronfman Trust, hereby constitutes and appoints MICHEL BOUCHER and ANDREW J. PARSONS and each of them severally, as the undersigned's true and lawful attorneys and agents, with power to act with or without the others and with full power of substitution and resubstitution, to execute in the name, place and stead of the undersigned any statement or report, including any amendment to any statement or report, required to be filed with respect to the undersigned under Section 13 or Section 16 of the United States Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements thereunder, or any statement or report, including any amendment to any statement or report, required to be filed with respect to the undersigned under any comparable laws, rules, regulations and requirements of any foreign jurisdiction, and to file any of the same with the Securities and Exchange Commission and any other appropriate U.S. and foreign regulatory authorities, said attorneys and agents having full power and authority to do and perform in the name and on behalf of the undersigned every act necessary to be done in the premises as fully and as effectually as the undersigned might or could do in person; and the undersigned hereby ratifies and confirms all that said attorneys and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents as of December 29, 2003. /s/ Jay H. Rubinstein ------------------------------ Jay H. Rubinstein -----END PRIVACY-ENHANCED MESSAGE-----