SunOpta Inc. – ‘SC 13D’ on 12/12/02 re: Opta Food Ingredients Inc/DE

On:  Thursday, 12/12/02, at 10:55am ET   ·   Accession #:  1169232-2-3500   ·   File #:  5-42318

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              5     20K 

Document Table of Contents

SC 13D
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
 TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
 RULE 13d-2(a)

 Opta Food Ingredients, Inc.
(Name of Issuer)

 Common Stock, Par value $0.01 per Share
(Title of Class of Securities)

6838 1N105
 (CUSIP Number of Class of Securities)

Jeremy N. Kendall                            A copy to:                         
Chairman & Chief Executive Officer           Dunnington, Bartholow & Miller, LLP
Stake Technology Ltd.                        Attention: Robert T. Lincoln, Esq. 
2838 Highway 7                               666 Third Avenue, 27th Street      
Norval, Ontario L0P 1K0, Canada              New York, New York 10017           

Phone: 905 - 455-1990                                                           

________________________________________________________________________________
(Name, Address and Telephone number of Person Authorized to Receive Notices and 
Communications on Behalf of Filing Persons) 

December 4, 2002
 (Date of Event which Requires Filing of this Statement)

    If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13d-1(g), check the 
following box. |_|                                                              

    Note. Schedule filed in paper format shall include a signed original and
five copies of the schedule include all exhibits. See Rule 13d-7(b) for other   
parties to whom copies are to be sent.                                          

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CUSIP No. 68381N105                                                             
________________________________________________________________________________
1    NAME OF REPORTING PERSON                                                   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON                            

STAKE ACQUISITION CORP. (I.R.S. Identification # 13-4222698) and      
STAKE TECHNOLOGY LTD.                                                 
________________________________________________________________________________
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                           
                                                          (a)  |_|
                                                          (b)  |_|
________________________________________________________________________________
3    SEC USE ONLY                                                               

________________________________________________________________________________
4    SOURCE OF FUNDS*                                                           

BK/HC                                                                 
________________________________________________________________________________
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                   
PURSUANT TO ITEMS 2(d) OR 2(e)                                   |_|  

________________________________________________________________________________
6    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

DELAWARE and CANADA                                                   
________________________________________________________________________________
7    SOLE VOTING POWER                            

10,063,841                              
               _________________________________________________________________
NUMBER OF    8    SHARED VOTING POWER                                       
SHARES                                                                    
BENEFICIALLY        None                                                        
  OWNED BY     _________________________________________________________________
EACH       9    SOLE DISPOSITIVE POWER                                  
REPORTING                                                                   
PERSON           10,063,841                                               
    WITH       _________________________________________________________________
10   SHARED DISPOSITIVE POWER                     

None                                    
________________________________________________________________________________
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

10,063,841                                                            
________________________________________________________________________________
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES      
   (See Instructions)                                                    |_|

________________________________________________________________________________
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

Approximately 92.4342%                                                
________________________________________________________________________________
14   TYPE OF REPORTING PERSON (See Instructions)                                

CO                                                                    
________________________________________________________________________________

----------                                                                      
*     See Section 10 ("Source and Amount of Funds") of the Offer to Purchase    
dated November 4, 2002, which is incorporated herein by reference.  

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      This Statement is filed by Stake Acquisition Corp., a Delaware corporation
("Purchaser") and a wholly-owned subsidiary of Stake Technology Ltd. a          
corporation organized under the laws of Canada ("Stake"), and relates to the    
tender offer by Purchaser to purchase all outstanding Shares (as defined below) 
of Opta Food Ingredients, Inc., a Delaware corporation, at a price of $2.50 per 
share of Company Common Stock net to the Seller in cash, upon the terms and     
subject to the conditions set forth in the Offer to Purchase, dated November 4, 
2002 (the "Offer to Purchase"), incorporated by reference to Exhibit (a)(1) of  
the Schedule TO filed by the Purchaser on November 4, 2002 (the "Schedule TO")  
and in the related Letter of Transmittal, incorporated by reference to Exhibit  
(a)(2) of the Schedule TO (which, as amended from time to time, together        
constitute the "Offer").                                                        

Item 1. Security and Issuer                                                     

The name of the issuer is Opta Food Ingredients, Inc., a Delaware   
corporation (the "Issuer"), which has its principal executive offices at 25     
Wiggins Avenue, Bedford, MA 01730. The title of the securities to which this    
Statement relates is the Issuer's outstanding common stock, par value $0.01 per 
share (the "Company Common Stock"), all shares of Company Common Stock (the     
"Shares"). The information set forth in the "Introduction" of the Offer to      
Purchase is incorporated herein by reference.                                   

Item 2. Identity and Background                                                 

     (a)-(c) and (f) This Statement is being filed by the Purchaser and Stake.
The information set forth in Section 9 ("Certain Information Concerning         
Purchaser and Stake") and Schedule I (Directors and Executive Officers of the   
Purchaser and Stake) of the Offer to Purchase is incorporated herein by         
reference.                                                                      

   (d)-(e) During the last five years, none of the Purchaser, Stake or, to
the best knowledge of the Purchaser and Stake, any executive officer or director
of the Purchaser or Stake listed in Schedule I (Directors and Executive Officers
of the Purchaser and Stake) (which is incorporated herein by reference) has been
convicted in a criminal proceeding (excluding traffic violations or similar     
misdemeanors) or has been a party to a civil proceeding of a judicial or        
administrative body of competent jurisdiction as a result of which such person  
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 of such laws.                    

Item 3. Source and Amount of Funds or Other Consideration                       

     The information set forth in Section 10 ("Source and Amount of Funds") of
the Offer to Purchase is incorporated herein by reference.                      

Item 4. Purpose of Transaction                                                  

(a)-(j) The information set forth in the "Introduction", Section 11 
("Background of the Offer; Purpose of the Offer and the Merger; the Merger      
Agreement and Certain Other                                                     

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Agreement"), Section 7 ("Effect of the Offer on the Market for the Shares; Stock
Listing; Exchange Act Registration; Margin Regulations") of the Offer to        
Purchase is incorporated herein by reference.                                   

Item 5. Interest in Securities of the Issuer                                    

(a)-(d) The information set forth in the "Introduction", Section 9  
("Certain Information Concerning Purchaser and Stake"), Section 11 and in       
Schedule I (Directors and Executive Officers of the Purchaser and Stake) of the 
Offer to Purchase is incorporated herein by reference.                          

(e) Not applicable.                                                 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer                                        

     The information set forth in the "Introduction," Section 11 and Section 7
of the Offer to Purchase is incorporated herein by reference.                   

Item 7. Material to be Filed as Exhibits                                        

(1)   Offer to Purchase, dated as of November 4, 2002.*                         

(2)   Agreement and Plan of Merger, dated as of October 25, 2002 between the    
Issuer, the Purchaser and Stake.*                                   

----------                                                                      
*     Incorporated by reference to Schedule TO, filed November 4, 2002 by the   
Purchaser and Stake.                                                

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SIGNATURE                                                                       

  After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and  
correct.                                                                        

Date: December 4, 2002                                                          

                       STAKE ACQUISITION CORP.

                         By: /s/ Steven R. Bromley
                                       ---------------------------------

                        Name:  Steven R. Bromley
                Title: President

                     STAKE TECHNOLOGY LTD.

                         By: /s/ Jeremy N. Kendall
                                       ---------------------------------

                        Name:  Jeremy N. Kendall
                                   Title: Chairman and Chief Executive
                     Officer

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
Filed on:		12/12/02							8-K
		12/4/02		1		5			4,  8-K,  8-K/A,  SC TO-T/A
		11/4/02		2		4			SC 14D9,  SC TO-T
		10/25/02		4					8-K
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