As filed with the Securities and Exchange Commission on August 12, 2002
Registration No. _________
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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)
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)
INTERTAPE POLYMER GROUP INC. USA EMPLOYEES'
STOCK OWNERSHIP AND RETIREMENT SAVINGS PLAN
(Full title of the Plan)
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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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Title of Each Class Proposed Maximum Proposed Maximum
of Securities to be Amount to be Offering Price per Aggregate Offering Amount of
Registered(1) Registered(1) Share(2) Price(2) Registration Fee
------------------------ ------------------- ------------------------ ----------------------- -------------------------
Common Shares 200,000 $10.67 $2,134,000.00 $196.33
------------------------ ------------------- ------------------------ ----------------------- -------------------------
(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 and 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 8,
2002.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing 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, 2001, filed on May 21, 2002, File No. 02-000489.
(b) Registrant's quarterly report on Form 6-K for the quarter
ended March 31, 2001, filed on April 23, 2002, File No.
02-000322.
(c) 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.
(d) 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.
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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, 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 or creditor, and his or her heirs
and legal representatives, 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. A director or
officer is entitled to indemnification from the Company as a matter of right if
he or she was substantially successful on the merits in his or her defense of
the action or proceeding and fulfilled the conditions set forth above.
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
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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 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.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS
EXHIBIT NO. DESCRIPTION PAGE NO.
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4(a) Certificate of Incorporation of Registrant: By Reference
o Certificate of Incorporation/Articles of
Incorporation dated December 22, 1989
o Certificate of Amendment/Articles of
Amendment dated October 8, 1991
o Certificate of Amendment/Articles of
Amendment dated October 31, 1991
o Certificate of Amendment/Articles of
Amalgamation dated August 31, 1993
o 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 9
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 11
23(b) Consent of Stikeman Elliott 12
24 Power of Attorney (included on signature page
of this Registration Statement) 7
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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 informed 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.
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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 Montreal and Province of Quebec, Canada, on the 9th
day of August, 2002.
INTERTAPE POLYMER GROUP INC.
By: /s/ MELBOURNE F. YULL
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Melbourne F. Yull, Chairman,
Chief Executive Officer and Director
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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
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Melbourne F. Yull, Chairman, Chief Andrew M. Archibald, C.A.
Executive Officer and Director Chief Financial Officer, Secretary,
Treasurer, And Vice President
Administration
/s/ MICHAEL L. RICHARDS
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Michael L. Richards Ben J. Davenport, Jr.
Director Director
/s/ L. ROBBIE SHAW
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L. Robbie Shaw Gordon R. Cunningham
Director Director
/s/ J. SPENCER LANTHIER /s/ IRVINE MERMELSTEIN
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J. Spencer Lanthier Irvine Mermelstein
Director Director
/s/ SALVATORE VITALE United States Authorized Representative
-----------------------------------
Salvatore Vitale
Vice President Finance
/s/ BURGESS H. HILDRETH
-----------------------------------------
Burgess H. Hildreth
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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
1, 2002.
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
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