As filed with the Securities and Exchange Commission on August 18, 2003
Registration No. 03-000021
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INTERTAPE POLYMER GROUP INC.
(Exact Name of Registrant as Specified in its Charter)
Canada
(State or other jurisdiction of incorporation or organization)
110E Montee de Liesse
St. Laurent, Quebec, Canada H4T 1N4
(514) 731-7591
(Address and telephone number of Registrant's Principal Executive Offices)
Intertape Polymer Group Inc. USA Employees' Stock Ownership And Retirement
Savings Plan
(Full title of the Plan)
____________
Burgess H. Hildreth
Intertape Polymer Group Inc.
3647 Cortez Road West
Bradenton, Florida 34210
(941) 727-5788
(Name, address, and telephone number of Agent for Service)
CALCULATION OF REGISTRATION FEE
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_______________________________________________________________________________________________________
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount to be Offering Price Aggregate Registration
Securities to be Registered(1) Registered(1) Per Share (2) Offering Price (2) Fee (2)
_______________________________________________________________________________________________________
Common Shares 275,000 $6.87 $1,889,250 $152.84
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) Estimated, pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee and
based upon the average of the high and low prices of the Common Shares of
the Registrant as reported on the New York Stock Exchange on August 15,
2003.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of Form S-8 will
be sent or given to employees eligible to participate in the Plan as specified
by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities
Act"). These documents and the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant or the Plan to which this
Registration Statement relates with the Securities and Exchange Commission
(the "Commission") are incorporated by reference and made a part hereof:
(a) Registrant's annual report on Form 40-F for the year ended December 31,
2002, filed on May 20, 2003, File No. 03-000006.
(b) Registrant's first quarterly report on Form 6-K filed on May 22, 2003,
File No. 03-000008.
(c) Registrant's second quarterly report on Form 6-K filed on August 12,
2003, File No. 03-000018.
(d) The description of Registrant's common shares contained in Form 8-A
filed on November 13, 1991, File No. 001-10928, including any amendment
or report updating this description.
(e) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
the end of the fiscal year covered by the Company's annual report
referenced in (a) above.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14, and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which de-
registers all such securities then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to be a part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None of the following experts or counsel has, nor shall any of them receive,
any interest that would require disclosure in this Registration Statement.
Certain legal matters relating to Canadian law will be passed upon for the
Company by Stikeman Elliott LLP, Montreal, Quebec, Canada.
The financial statements and the related financial statement schedules
included in or incorporated by reference in this Registration Statement,
to the extent and for the periods indicated in their reports, have been
audited by Raymond Chabot Grant Thornton, General Partnership, independent
chartered accountants, Montreal, Quebec, Canada.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Canada Business Corporations Act (the "CBCA"), the Company may
indemnify a present or former director or officer or a person who acts or
acted at the Company's request as a director or officer of another
corporation of which the Company is or was a shareholder against all costs,
charges and expenses, including an amount to settle an action or satisfy
a judgment, reasonably incurred by him or her in respect of any civil,
criminal or administrative action or proceeding to which he or she is made
a party by reason of being or having been a director or officer of the
Company or such other corporation and provided that the director or officer
acted honestly and in good faith with a view to the best interests of the
Company, and, in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, had reasonable grounds
for believing that his or her conduct was lawful. Such indemnification may
be made in connection with a derivative action only with court approval.
In accordance with the CBCA, the By-Laws of the Company provide that the
Company shall indemnify a present or former director or officer or a person
who acts or acted at the Company's request as a director or officer of a
body corporate of which the Company is or was a shareholder or creditor,
and his or her heirs and legal representatives, against all costs, charges
and expenses, including any amount paid to settle an action or satisfaction
of judgment, reasonably incurred by him in respect of any civil, criminal
or administrative action or proceeding to which he or she is made a party
by reason of being or having been a director or officer of the Company or
such body corporate if (i) he or she acted honestly and in good faith with
a view to the best interests of the Company; and (ii) in the case of a
criminal or administrative action or proceeding that is enforced by a
monetary penalty, he or she had reasonable grounds for believing that his
or her conduct was lawful. The Company will also indemnify such person in
such other circumstances as the CBCA or applicable law permits or requires.
The By-Laws do not limit the right of any person entitled to indemnity to
claim indemnity apart from the provisions of the By-Laws.
A directors' and officers' liability insurance policy is maintained by the
Company, which insures directors and officers for losses as a result of
claims against the directors and officers of the Company in their capacity
as directors and officers and also reimburses the Company for payments made
pursuant to the indemnity provisions under the CBCA and the By-Laws of the
Company.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, the Company has been
advised that in the opinion of the Commission such indemnification is
against United States public policy as expressed in the Securities Act and
is, therefore, unenforceable in the United States.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS
EXHIBIT NO. DESCRIPTION PAGE NO.
4(a) Certificate of Incorporation of Registrant: By Reference
- Certificate of Incorporation/Articles of
Incorporation dated December 22, 1989
- Certificate of Amendment/Articles of
Amendment dated October 8, 1991)
- Certificate of Amendment/Articles of
Amendment dated October 31, 1991
- Certificate of Amendment/Articles of
Amalgamation dated August 31, 1993
- Certificate of Amendment/Articles of
Amendment dated May 22, 1996
4(b) By-Laws of Registrant By Reference
4(c) Amendment and Restatement of Intertape
Polymer Group Inc. USA Employees' Stock
Ownership and Retirement Savings Plan By Reference
5(a) Legal Opinion of Stikeman Elliott LLP __
5(b) The Registrant undertakes to submit the
plan and any amendments thereto to the
Internal Revenue Service in a timely
manner and has made or will make all
changes required by the IRS in order
to qualify the plan. N/A
23(a) Consent of Raymond Chabot Grant Thornton,
General Partnership __
23(b) Consent of Stikeman Elliott LLP __
24 Power of Attorney (included on signature page
of this Registration Statement) __
ITEM 9. UNDERTAKINGS
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d)
of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that
in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES - THE REGISTRANT
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Bradenton and State of
Florida, on the 18th day of August, 2003.
INTERTAPE POLYMER GROUP INC.
By: /s/ Melbourne F. Yull
Melbourne F. Yull, Chairman,
Chief Executive Officer and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Andrew M. Archibald, C.A. as
his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments of and
supplements to this Registration Statement and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorney-in-fact
and agents and each of them full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and
about the premises, to all intents and purposes and as fully as they
might or could do in person, hereby ratifying and confirming all that
such attorney-in-fact and agents, or their substitutes, may lawfully
do or cause to be done by virtue hereof,
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
/s/Melbourne F. Yull /s/Andrew M. Archibald
Melbourne F. Yull, Chairman, Chief Andrew M. Archibald, C.A.
Executive Officer and Director Chief Financial Officer,
Dated: August 18, 2003 Secretary, and Vice
President Administration
Dated: August 18, 2003
/s/Michael L. Richards /s/Ben J. Davenport, Jr.
Michael L. Richards Ben J. Davenport, Jr.
Director Director
Dated: August 18, 2003 Dated: August 18, 2003
/s/L. Robbie Shaw /s/Gordon R. Cunningham
L. Robbie Shaw Gordon R. Cunningham
Director Director
Dated: August 18, 2003 Dated: August 18, 2003
/s/J. Spencer Lanthier /s/Thomas E. Costello
J. Spencer Lanthier Thomas E. Costello
Director Director
Dated: August 18, 2003 Dated: August 18, 2003
/s/Victor DiTommaso United States Authorized
Victor DiTommaso Representative
Vice President Finance
Dated: August 18, 2003 /s/Burgess H. Hildreth
Burgess H. Hildreth
Dated: August 18, 2003
SIGNATURES - THE PLAN
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the Plan) have duly caused this
Registration Statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the City of Bradenton, State of Florida,
on August 18, 2003.
INTERTAPE POLYMER GROUP INC. USA
EMPLOYEES' STOCK OWNERSHIP AND
RETIREMENT SAVINGS PLAN
By: IPG Administrative Services Inc.
By:/s/Burgess Hildreth
Burgess Hildreth, Vice President-
Administration
STIKEMAN ELLIOTT LLP
Barristers & Solicitors
1155 Rene-Levesque Blvd. West, 40th Floor,
Montreal, Quebec, Canada H3B 3V2
Tel: (514) 397-3000 Fax: (514) 397-3222 www.stikeman.com
EXHIBIT 5(a) to a Registration Statement on Form S-8
filed with the Securities and Exchange Commission under the
United States Securities Act of 1933, as amended
August 6, 2003
INTERTAPE POLYMER GROUP INC.
110 E. Montee De Liesse
St. Laurent, Quebec
Canada H4T IN4
Gentlemen:
We have acted as counsel for Intertape Polymer Group Inc., a corporation
organized under the Canada Business Corporation Act (the "Company"), in
connection with the proposed issuance of common shares, no par value, of
the Company to the Intertape Polymer Group Inc. USA Employees' Stock
Ownership and Retirement Savings Plan (the "Plan"). The Company intends
to file with the Securities and Exchange Commission a Registration
Statement on Form S-8 (the "Registration Statement") under the United
States Securities Act of 1933, as amended (the "Act"), with respect to
the common shares to be issued by the Company to the Plan. In connection
with the foregoing, we have examined, considered and relied upon copies
of the following documents (collectively, the "Documents"): (i) the
constating documents of the Company which include its articles of
incorporation, various articles of amendment, articles of amalgamation,
and bylaws; (ii) resolutions of the Company's Board of Directors
authorizing the issuance of the common shares to the Plan; (iii) the
Registration Statement and schedules and exhibits thereto; and (iv)
such other documents and instruments that we have deemed necessary
for the expression of the opinions herein contained. In making the
foregoing examinations, we have assumed without investigation, the
genuineness of all signatures and the authenticity of all documents
submitted to us as originals, the conformity to authentic original
documents of all documents submitted to us as copies, and the
veracity of the Documents.
Based upon the foregoing examination, and subject to the qualifications
set forth below, we are of the opinion that the common shares to be
issued by the Company to the Plan have been duly and validly authorized,
and when issued and fully paid, will be validly issued, fully paid and
non-assessable.
We express no opinion as to the laws of any jurisdiction other than the
laws of the Province of Quebec and the federal laws of Canada applicable
therein. The opinions expressed herein concern only the effect of the
laws (excluding the principles of conflict of laws) of the Province of
Quebec and the federal laws of Canada applicable therein as currently
in effect. This opinion letter is limited to the matters stated herein
and no opinions may be implied or inferred beyond the matters expressly
stated herein. The opinions expressed herein are given as of this date,
and we assume no obligation to update or supplement our opinions to
reflect any facts or circumstances that may come to our attention,
or any change in law that may occur or become effective at a later date.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit
that we are included within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations
promulgated thereunder.
Yours truly,
/s/STIKEMAN ELLIOTT LLP
EXHIBIT 23(a)
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANT
We have issued our report dated February 21, 2003 accompanying the
consolidated financial statements of Intertape Polymer Group Inc.
appearing in the Annual Report on Form 40-F for the year ended
December 31, 2002. We consent to the incorporation by reference in
the Registration Statement of Intertape Polymer Group Inc. on Form
S-8 of the aforementioned report and to the use of our name as it
appears in the Registration Statement.
/s/ Raymond Chabot Grant Thornton
General Partnership
Chartered Accountants
Montreal, Quebec, Canada
August 18, 2003
EXHIBIT 23(b)
CONSENT OF STIKEMAN ELLIOTT LLP
TO: The Directors of Intertape Polymer Group Inc.
We hereby consent to the reference to us and to our opinion in
the Registration Statement of Intertape Polymer Group Inc. on Form
S-8. We also consent to the inclusion of this consent in the
Registration Statement.
Montreal, Quebec, Canada
/s/STIKEMAN ELLIOTT LLP
August 6, 2003