Amended Current Report Filing (8-k/a)
March 13 2017 - 4:49PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 9,
2017
SUNOPTA INC.
(Exact name
of registrant as specified in its charter)
Canada
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001-34198
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Not Applicable
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(State or other jurisdiction of
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(Commission File Number)
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(IRS Employer Identification
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incorporation)
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No.)
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2233 Argentia Road, Suite 401
Mississauga,
Ontario, L5N 2X7, Canada
(Address of Principal Executive
Offices)
(905) 821-9669
(Registrant's telephone
number, including area code)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ] Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Explanatory Note:
SunOpta, Inc. (the Company)
is filing this Form 8-K/A to its Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 13, 2017 (the Original 8-K) to
provide conformed signatures to the signature page of the Original 8-K and to
the signature page of the Restricted Stock Unit Award Agreement, among the
Company and David Colo, which was filed as Exhibit 10.1 to the Original 8-K. The
conformed signatures were inadvertently omitted from the Original 8-K. No other
changes to the Original 8-K have been made.
ITEM 5.02
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION
OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF
CERTAIN OFFICERS.
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On March 9, 2017, SunOpta Inc. (the Company) and
David J. Colo, President and Chief Executive Officer (CEO) of the Company
entered into a Restricted Stock Award Agreement (the Agreement) whereby the
Company granted Mr. Colo 50,000 restricted stock units (the Special RSUs). The
Special RSUs will vest in three equal annual installments beginning February 6,
2018. Each vested Special RSU will entitle Mr. Colo to receive one common share
of the Company.
The Company entered into the Agreement with Mr.
Colo in accordance with the terms of the Employment Agreement between the
Company and Mr. Colo, pursuant to which the Company agreed to issue 50,000
Special RSUs to Mr. Colo if he purchased an aggregate value of $1,000,000 of the
Companys common shares in the open market by the later of (i) March 17, 2017 or
(ii) the date that is the 10th stock trading date after February 6, 2017 that
Mr. Colo was eligible to purchase common shares under the Companys insider
trading policy. Mr. Colo satisfied this condition on March 8, 2017. The
Compensation Committee of the Board of Directors of the Company approved the
terms and conditions of the Agreement and the equity award as an inducement
equity award outside the Companys 2013 Stock Incentive Plan, in accordance with
NASDAQ Listing Rule 5635(c)(4).
The description of the Agreement is qualified in its entirety by the complete
terms and conditions of the document, which is filed as an exhibit herewith.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
SUNOPTA INC.
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By:
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/s/ Jill Barnett
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Jill Barnett
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Vice President and General
Counsel
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Date:
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March 13, 2017
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