As filed with the Securities and Exchange Commission on June 28, 2002
Registration No. 333-69666
====================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM F-3/A3
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)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
As soon as practicable after the date this Registration Statement becomes
effective.
------------
If the only securities being registered on this form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] __________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
=======================================================================
Title of Each Amount to Proposed Proposed Maximum Amount of
Class of be Maximum Aggregate Registration
Securities to be Registered Offering Price Offering Price Fee
Registered per Share(1)
----------------- ----------- --------------- ----------------- -------------
Common Shares 250,587 $9.02 $2,260,294.74 $565.07
(1) Estimated, pursuant to Rule 457(c) under the Securities Act of 1933,
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 September 17,
2001.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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PROSPECTUS PROSPECTUS DATED June 27, 2002
----------
INTERTAPE POLYMER GROUP INC.
250,587 Common Shares
This Prospectus relates to the offer and sale of 250,587 common shares
(the "Offered Shares") of INTERTAPE POLYMER GROUP INC. currently held by the
Selling Shareholder, Olympian Tape Sales, Inc., which Selling Shareholder
received as part of the purchase price in connection with Intertape Polymer
Group's acquisition of certain of the assets of Selling Shareholder, and which
Offered Shares may be offered from time to time by the Selling Shareholder for
its own benefit. Intertape Polymer Group will receive none of the proceeds of
sales made by the Selling Shareholder. All expenses of registration incurred in
connection with this offering are being borne by Intertape Polymer Group, except
that the Selling Shareholder will bear the cost of commissions or discounts
payable upon the sale of the Offered Shares offered hereby.
All or a portion of the Offered Shares offered hereby may be offered for
sale, from time to time on the New York Stock Exchange, under the symbol "ITP",
at the then current market price. The closing market price as of September 17,
2001, on the NYSE was $8.60 per share. All brokers' commissions, concessions or
discounts will be paid by the Selling Shareholder.
The Selling Shareholder and any broker executing selling orders on behalf
of the Selling Shareholder may be deemed to be an "underwriter" within the
meaning of the Securities Act of 1933, as amended, in which event commissions
received by such broker may be deemed to be underwriting commissions under the
Securities Act.
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT
BE PURCHASED BY INVESTORS WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT.
SEE "RISK FACTORS," BEGINNING ON PAGE 5.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is June 27, 2002.
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TABLE OF CONTENTS
Page
PROSPECTUS SUMMARY ........................................................ 5
RISK FACTORS .............................................................. 5
FORWARD-LOOKING STATEMENTS ................................................ 9
WHERE YOU CAN FIND ADDITIONAL INFORMATION ................................. 9
DOCUMENTS INCORPORATED BY REFERENCE ....................................... 10
ENFORCEABILITY OF CIVIL LIABILITIES AGAINST FOREIGN PERSONS ............... 11
OFFER STATISTICS AND EXPECTED TIMETABLE ................................... 13
USE OF PROCEEDS ........................................................... 13
OFFERING AND LISTING ...................................................... 13
Offering and Listing Details ...................................... 13
Plan of Distribution .............................................. 16
Markets ........................................................... 16
Selling Shareholder ............................................... 16
Expenses of the Issue ............................................. 17
EXCHANGE CONTROLS ......................................................... 17
MATERIAL TAX CONSEQUENCES ................................................. 18
DESCRIPTION OF SECURITIES ................................................. 22
MATERIAL CHANGES .......................................................... 23
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATIONFOR SECURITIES
ACT LIABILITIES ................................................... 24
INTERESTS OF NAMED EXPERTS AND COUNSEL .................................... 24
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PROSPECTUS SUMMARY
This section summarizes all material information contained in this
Prospectus, however, this summary does not contain all of the information
regarding Intertape Polymer Group that may be important to you. You should read
the entire Prospectus and the more detailed information and the financial
statements and related notes which are incorporated in this Prospectus by
reference.
Intertape Polymer Group develops and manufactures industrial plastic
packaging products. We have engaged in a series of acquisitions to broaden our
product line and to provide our customers with one-stop shopping by offering a
"basket of products".
On September 25, 2000, Intertape Polymer Group, through UTC Acquisition
Corp., a U.S, subsidiary, completed the acquisition of certain of the assets of
Olympian Tape Sales, Inc. d/b/a United Tape Company, the Selling Shareholder.
The Selling Shareholder is a distributor of a wide range of packaging products
with facilities in Cumming, Georgia. The purchase price was approximately $32
million, $4 million of which was paid through the issuance of Intertape Polymer
Group's common stock, which constitute the Offered Shares hereunder. The Selling
Shareholder received 250,587 Common Shares of Intertape Polymer Group which are
being offered hereunder to the public at their then current market price on the
New York Stock Exchange. This offer is to remain open for a minimum of 180 days.
Intertape Polymer Group will not receive any proceeds from the sale of the
Offered Shares. Intertape Polymer Group will pay all costs of the registration.
Intertape Polymer Group was incorporated under the Canada Business
Corporations Act on December 22, 1989. Our principal offices are located at 110
E Montee de Liesse, St. Laurent, Quebec, Canada H4T 1N4, and our phone number is
(514) 731-7591.
RISK FACTORS
The purchase of the Offered Shares involves a high degree of risk. The
following are the material risk factors applicable to our operations and the
Offered Shares which should be carefully considered by prospective investors:
FUTURE ACQUISITIONS OF COMPANIES MAY HAVE AN ADVERSE EFFECT ON OUR
BUSINESS, FINANCIAL CONDITION AND OPERATIONS. An important aspect of Intertape
Polymer Group's business strategy is to acquire companies that will complement
our existing companies and products, expand our marketing area, improve
distribution efficiencies, and enhance our technological capabilities. Financial
risks to Intertape Polymer Group in connection with future acquisitions include
the use of its cash resources, incurring additional debt and liabilities, and
potentially dilutive issuances of equity securities. Further, there are possible
operational risks including difficulties assimilating the operations, products,
technology, information systems and personnel of acquired companies; the loss of
key personnel of acquired entities; the entry into markets in which we have no
or limited prior experience; and difficulties honoring commitments made to
customers of the acquired companies prior to the acquisition. The failure to
adequately address these risks could adversely affect our business.
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SHORTAGES IN RAW MATERIAL DECREASE SALES. In the past, there have been
shortages from time to time in the supply of certain resins. In the event there
are shortages, Intertape Polymer Group's sales would decrease.
INTERTAPE POLYMER GROUP'S CREDIT FACILITIES AND BANK INDEBTEDNESS CONTAIN
COVENANTS THAT UNDER CERTAIN CIRCUMSTANCES LIMIT MANAGEMENT'S DISCRETION IN
CERTAIN BUSINESS MATTERS. The Amended and Restated Note Agreements entered into
in December 2001 relating to the US$137 million Senior Notes and US$137 million
Series A and B Senior Notes and the Credit Agreement entered into in December
2001 relating to Intertape Polymer Group's revolving credit facilities contain
financial and operating covenants that limit Management's discretion in certain
business matters which may restrict Intertape Polymer Group's ability to take
advantage of potential business opportunities as they arise. These covenants
place restrictions on, among other things, Intertape Polymer Group's ability to
incur additional indebtedness, to create liens or other encumbrances, to make
certain payments (including dividends and repurchases of Intertape Polymer
Group's common shares), and to sell or otherwise dispose of assets and merge or
consolidate with other entities. The revolving credit facilities also require
Intertape Polymer Group to meet certain financial ratios and tests that may
require Intertape Polymer Group to take action to reduce its debt or act in a
manner contrary to its business objectives. Failure by Intertape Polymer Group
to comply with the obligations in its revolving credit facilities and Note
Agreements could result in an event of default which, if not cured or waived,
could permit acceleration of Intertape Polymer Group's indebtedness under the
revolving credit facilities and Note Agreements and could allow the creditors
and/or noteholders thereunder to exercise their security interests, both of
which could have a material adverse effect on us.
NEW PRODUCTS MAY FAIL TO ATTRACT CUSTOMERS. Intertape Polymer Group's
business plan involves the introduction of new products, which are both
developed internally and obtained through acquisition. In the event the market
does not accept these products or competitors introduce similar products,
Intertape Polymer Group's ability to expand its markets and generate organic
growth would be negatively impacted and there would be an adverse affect on its
financial condition and operating results.
WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY WITH OUR LARGER COMPETITORS.
The larger competitors of Intertape Polymer Group have greater financial
resources with which to overcome what Intertape Polymer Group believes to be
significant barriers to entry into the existing packaging market, including the
high cost of vertical integration, the significant number of patents already
issued in respect of various processes and equipment, and the difficulties and
cost of developing an adequate distribution network.
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COMPLIANCE WITH ENVIRONMENTAL REGULATIONS COULD BE COSTLY. Intertape
Polymer Group, like others in similar businesses, is subject to extensive
environmental laws and regulations. Intertape's policies and procedures have
been designed to comply with these laws and regulations. Increasingly stringent
environmental regulations could necessitate Intertape to make additional
expenditures. Achieving and maintaining compliance with present and future
environmental laws could restrict Intertape's ability to modify or expand its
plants or to continue manufacturing. Compliance could also require the
acquisition of additional equipment. Some of Intertape Polymer Group's plants
have a history of industrial use. Soil and groundwater contamination has
occurred at some of Intertape's plants. Environmental laws impose liability on
an owner, tenant, or operator of real property for the removal or remediation of
hazardous or toxic substances, even if they were unaware of or not responsible
for the contamination. Further, any company who arranges for the disposal or
treatment of hazardous substances at a disposal facility may be liable for the
costs of remediation of such substances at such facility whether or not the
company owns or operates the facility. In accordance with environmental laws,
Intertape periodically investigates, remediates, and monitors soil and
groundwater contamination at certain of its plants. Currently Intertape is
remediating contamination at its Marysville, Michigan, Columbia, South Carolina,
and Carbondale, Illinois, plants, however, the ultimate resolution of these
matters should not have a material adverse effect on Intertape's business or
results of operations.
Intertape Polymer Group obtains Phase I or similar environmental
assessments for most of the manufacturing facilities it owns or leases at the
time it either acquires or leases such facilities. These assessments typically
include general inspections without soil sampling or ground water analysis. The
assessments have not revealed any environmental liability that, based on current
information, we believe will have a material adverse effect on Intertape.
Nevertheless, our assessment may not reveal all environmental liabilities and
current assessments are not available for all facilities. Consequently, there
may be material environmental liabilities we are not aware of. In addition,
ongoing clean up and containment operations may not be adequate for purposes of
future laws. The conditions of our properties could be affected in the future by
the conditions of the land or operations in the vicinity of the properties.
These developments and others, such as increasingly stringent environmental
laws, increasingly strict enforcement of environmental laws, or claims for
damage to property or injury to persons resulting from the environmental, health
or safety impact of our operations, may cause us to incur significant costs and
liabilities that could have a material adverse effect on us.
ANTI-TAKEOVER PROVISIONS IN OUR SHAREHOLDER PROTECTION RIGHTS PLAN MAY
PREVENT AN ACQUISITION. On August 24, 1993, the shareholders of Intertape
Polymer Group approved a Shareholder Protection Rights Plan. Under the Plan, one
common share purchase right was issued on September 1, 1993 in respect of each
outstanding common share and became issuable in respect of each common share
issued thereafter. The Plan was to have expired on September 1, 1998, however,
on May 21, 1998, the shareholders approved an amendment extending the term of
the Plan to September 1, 2003. The effect of the Plan is to require anyone who
seeks to acquire 20% or more of Intertape Polymer Group's voting shares to make
a bid complying with specific provisions. Thus, the provisions of the Plan could
prevent or delay the acquisition of Intertape Polymer Group by means of a tender
offer, a proxy contest, or otherwise, in which shareholders might receive a
premium over the then current market price.
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OUR EXEMPTIONS UNDER THE EXCHANGE ACT AS A FOREIGN PRIVATE ISSUER LIMITS
THE PROTECTIONS AND INFORMATION AFFORDED INVESTORS. Intertape Polymer Group is a
foreign private issuer within the meaning of the rules promulgated under the
Exchange Act. As such, it is exempt from certain provisions applicable to United
States companies with securities registered under the Exchange Act, including:
the rules under the Exchange Act requiring the filing with the Securities and
Exchange Commission of quarterly reports on Form 10-Q or current reports on Form
8-K; the sections of the Exchange Act regulating the solicitation of proxies,
consents or authorizations in respect of a security registered under the
Exchange Act; and the sections of the Exchange Act requiring insiders to file
public reports of their stock ownership and trading activities and establishing
insider liability for profits realized from any "short-swing" trading
transaction (i.e., a purchase and sale, or sale and purchase, of the issuer's
equity securities within a period of less than six months). Because of these
exemptions, purchasers of Intertape Polymer Group's securities are not afforded
the same protections or information generally available to investors in public
companies organized in the United States. Intertape Polymer Group previously
filed its annual reports on Form 20-F. Commencing with the year ended December
31, 2000, the Company filed its annual report on Form 40-F. Intertape Polymer
Group reports on Form 6-K with the Commission and publicly releases quarterly
financial reports.
BECAUSE WE ARE A CANADIAN COMPANY, IT MAY BE DIFFICULT FOR INVESTORS TO
EFFECT SERVICE OF PROCESS OR ENFORCE JUDGMENTS AGAINST US. Intertape Polymer
Group is a Canadian corporation, most of its officers and directors, and its
auditors are residents of Canada, and a substantial portion of our assets are
located outside of the United States. Accordingly, it may be difficult for
investors to effect service of process within the United States upon Intertape
Polymer Group or such persons, or to enforce against them judgments obtained in
the United States predicated upon the civil liability provisions of the
Securities Act. Your attention is directed to the Section titled "Enforceability
of Civil Liabilities Against Foreign Persons" in this Prospectus for additional
information.
NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY INTERTAPE
POLYMER GROUP. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION IN WHICH, OR TO
ANY PERSON TO WHOM SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY DISTRIBUTION OF THE SECURITIES MADE UNDER
THIS PROSPECTUS SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF INTERTAPE POLYMER GROUP OR IN ANY OTHER
INFORMATION CONTAINED HEREIN SINCE THE DATE OF THE PROSPECTUS.
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE QUALIFIED FOR SALE
BY WAY OF A PROSPECTUS UNDER THE SECURITIES LAWS OF CANADA OR ANY PROVINCE OR
TERRITORY OF CANADA. THE SECURITIES ARE NOT BEING OFFERED FOR SALE AND MAY NOT
BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN CANADA, OR TO ANY RESIDENT
THEREOF, IN VIOLATION OF THE SECURITIES LAWS OF CANADA OR ANY PROVINCE OR
TERRITORY OF CANADA.
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FORWARD-LOOKING STATEMENTS
This Prospectus contains certain "forward-looking statements" within the
meaning of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended concerning, among other things, discussions of
the business strategy of Intertape Polymer Group and expectations concerning
Intertape Polymer Group's future operations, liquidity and capital resources.
When used in this Prospectus and any information incorporated herein by
reference, the words "anticipate", "believe", "estimate", "expect" and similar
expressions are generally intended to identify forward-looking statements. Such
forward-looking statements, including statements regarding intent, belief or
current expectations of Intertape Polymer Group or its management, are not
guarantees of future performance and involve risks and uncertainties. All
statements other than statements of historical fact made in this Prospectus or
in any document incorporated herein by reference are forward-looking statements.
In particular, the statements regarding industry prospects and Intertape Polymer
Group's future results of operations or financial position are forward-looking
statements. Forward-looking statements reflect Management's current expectations
and are inherently uncertain. Intertape Polymer Group's actual results may
differ significantly from Management's expectations as a result of various
factors, including, but not limited to, those factors set forth above.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
Intertape Polymer Group has filed with the Securities and Exchange
Commission a Form F-3 Registration Statement and an amended Form F-3
Registration Statement under the Securities Act with respect to the Offered
Shares. This Prospectus does not contain all the information set forth in the
Registration Statement and in the exhibits thereto. For further information
about Intertape Polymer Group and the Offered Shares, reference is hereby made
to the Registration Statement and to the exhibits and schedules thereto. You may
read and copy the Registration Statement, including the exhibits and schedules
thereto, and any other materials Intertape Polymer Group has filed with the SEC
at the SEC's Public Reference Room at 450 Fifth Street, N. W., Washington, D.C.
20549. You may call the SEC at 1-800-SEC-0330 for further information on the
operation of the Public Reference Room. In addition, the SEC maintains an
Internet site which is available to the public that contains Intertape Polymer
Group's filings with the SEC, including reports, proxy and information
statements. The SEC's website address is http://www.sec.gov. Intertape Polymer
Group also maintains a website, the address of which is
http://www.intertapepolymer.com. The information contained in Intertape Polymer
Group's website is not a part of this Prospectus.
Intertape Polymer Group is subject to informational requirements of the
Exchange Act and in accordance therewith files reports and other information
with the SEC. Intertape Polymer Group is currently exempt as a foreign private
issuer from the rules and regulations under the Exchange Act, prescribing the
furnishing and content of proxy statements, and its officers, directors and
principal shareholders are exempt from the reporting and short-swing profit
recovery provisions contained in Section 16 of the Exchange Act.
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DOCUMENTS INCORPORATED BY REFERENCE
The Commission allows Intertape Polymer Group to "incorporate by
reference" into this Prospectus the information it files with the SEC. This
permits Intertape Polymer Group to disclose important information to you by
referring you to those documents. The information we incorporate herein by
reference is considered a part of this Prospectus and later information we file
with the SEC will automatically update and supersede this information. Intertape
Polymer Group incorporates by reference the following documents filed with the
SEC:
-- Annual Report on Form 40-F for the year ended December 31, 2001, filed
on May 21, 2002, File No. 02-000489
-- Third Quarterly Report on Form 6-K filed on November 26, 2001, File
No. 01-508772;
-- Third Quarter Results on Form 6-K filed on November 13, 2001, File No.
01-508295;
-- Second Quarterly Report on Form 6-K filed on August 30, 2001, File No.
01-506136;
-- June 2001 Second Quarter Results on Form 6-K filed on August 14, 2001,
File No. 01-505589;
-- Second Quarter Outlook on Form 6-K filed on July 6, 2001, File No.
01-504158;
-- March 2002 First Quarter Results on Form 6-K filed April 23, 2002,
File No. 02-000322;
-- Forms 6-K filed as follows:
February 2, 2001, File No. 01-000820;
February 21, 2001, File No. 01-001636;
March 27, 2001, File No. 01-002691;
August 17, 2001, File No. 01-505803;
October 5, 2001, File No. 01-506980;
December 21, 2001, File No. 01-509521;
March 12, 2002, File No. 02-000171;
April 22, 2002, File No. 02-000311;
April 26, 2002, File No. 02-000333; and
June 3, 2002, File No. 02-000556.
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-- The description of Intertape Polymer Group'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.
Intertape Polymer Group also incorporates herein by reference documents
filed with or furnished to the SEC pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering being made herein. These documents include:
-- All subsequent annual reports filed on Form 20-F or Form 40-F, and all
subsequent filings filed by Intertape Polymer Group pursuant to the
Exchange Act.
-- All subsequent reports on Form 6-K furnished by Intertape Polymer
Group pursuant to the Exchange Act that contain a statement that it is
being incorporated into this Prospectus by reference hereto.
Intertape Polymer Group will provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus is delivered,
upon the written or oral request of any such person, a copy of any or all
information that has been incorporated herein by reference but not delivered
with the Prospectus. Requests for such copies should be directed to Intertape
Polymer Group Inc., 110E Montee de Liesse, St. Laurent, Quebec H4T 1N4, Attn:
Andrew Archibald, C.A., Telephone (514) 731-7591.
ENFORCEABILITY OF CIVIL LIABILITIES AGAINST FOREIGN PERSONS
Intertape Polymer Group Inc., a majority of its officers and directors,
and its auditors, are residents of Canada and a significant part of the assets
of Intertape Polymer Group and of such persons are or may be located outside the
United States. As a result, it may be difficult for investors to effect service
of process within the United States upon Intertape Polymer Group or such
persons, or to enforce against them judgments obtained in the United States
predicated upon the civil liability provisions of the Securities Act. Intertape
Polymer Group has appointed Burgess H. Hildreth, Intertape Polymer Group Inc.,
3647 Cortez Road West, Bradenton, Florida 34210 as its agent to receive service
of process in any action against it in any federal or state court located in the
State of Florida ("Florida Court") arising out of the transactions contemplated
hereby or any purchase or sale of securities in connection herewith.
Intertape Polymer Group has been informed by Stikeman Elliott that the
laws of Quebec permit an action to be brought before a court of competent
jurisdiction in Quebec to recognize and enforce a judgment in personam in any
Florida Court for a sum of money assessed as damages if:
o the Florida Court rendering the judgment has jurisdiction over the
judgment debtor, as determined under the relevant provisions of the laws
of Quebec;
11
o the judgment is not subject to ordinary remedies (such as appeal or
judicial review) and is final and enforceable in the State of Florida;
o the judgment was not rendered in contravention of the fundamental
principles of procedure (such as notice of fair hearing, right to be
heard, right to an independent and impartial tribunal and rules against
bias);
o there were no proceedings pending in Quebec and no judgment rendered in
Quebec or in a third jurisdiction meeting the necessary conditions for
recognition in Quebec between the same parties, based on the same facts
and having the same object;
o the outcome of the judgment is not manifestly inconsistent with public
order as understood in international relations;
o the outcome of the judgment does not enforce obligations arising from the
taxation laws of a foreign country, unless there is reciprocity, or
arising from other laws of a public nature, such as penal or expropriation
laws;
o the action to enforce the judgment is commenced in Quebec within the
applicable limitation period after the date of the judgment; and
o the judgment is not contrary to any order made by the Attorney General of
Canada under the Foreign Extraterritorial Measures Act (Canada) or by the
Competition Tribunal under the Competition Act (Canada) in respect of
certain judgments, laws and directives having effect on competitors in
Canada.
Further, if the judgment was rendered by default, the plaintiff must prove
that the act of procedure initiating the proceedings was duly served on the
defendant, and the Quebec court may refuse recognition or enforcement of the
judgment if the defendant proves that, owing to the circumstances, it was unable
to learn of the act of procedure or it was not given sufficient time to offer
its defense. In any action brought before a court of competent jurisdiction in
Quebec, the defendant will only be permitted to argue that the conditions set
out above were not met.
If investors have questions with regard to these issues, they should seek
the advice of their individual counsel.
Intertape Polymer Group has also been informed by Stikeman Elliott that,
pursuant to the Currency Act (Canada), a judgment rendered by a court in any
Province of Canada may only be awarded in Canadian currency. An amount in a
foreign currency will be converted by a Quebec court into Canadian currency at
the rate of exchange prevailing on the date the judgment became enforceable at
the place it was rendered. Under Quebec law, the determination of interest
payable under a foreign decision is governed by the laws of the authority that
rendered the decision until its conversion.
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OFFER STATISTICS AND EXPECTED TIMETABLE
250,587 of Intertape Polymer Group's Common Shares, no par value, are
being offered to the public in this offering by the Selling Shareholder, at
their then current market price as reported on the NYSE, which shares were
issued to the Selling Shareholder from Intertape Polymer Group's treasury
shares. This offer will remain open for no less than one hundred eighty (180)
days and will close upon the earlier of (a) the date on which all of the Offered
Shares have been sold, and (b) the date on which all of the Offered Shares can
be sold without registration without regard to the volume restrictions of Rule
144 under the Securities Act.
USE OF PROCEEDS
Intertape Polymer Group will not receive any proceeds from the sale by the
Selling Shareholder of the Offered Shares offered hereby. The principal purpose
of this offering is to effect an orderly disposition of the Selling
Shareholder's shares.
OFFERING AND LISTING
OFFERING AND LISTING DETAILS. The Offered Shares constitute 250,587
registered Common Shares of Intertape Polymer Group, no par value, which will be
offered at the then current market price for the Common Shares of Intertape
Polymer Group on the NYSE. All registration fees incurred in connection with the
Offered Shares shall be paid by Intertape Polymer Group. All underwriting
commissions and discounts applicable to the Offered Shares shall be borne by the
Selling Shareholder.
The following table sets forth the annual high and low market prices for
the Common Shares of Intertape Polymer Group for the five most recent full
financial years on the American Stock Exchange ("AMEX"), NYSE, and TSE, as
indicated:
Period High Low
------ ---- ---
1996 (AMEX) 21.813* 16.625
1997 (AMEX) 25.00 18.375
1998 (AMEX) 25.875 16.125
1999 (NYSE) 33.375 23.5625
2000 (NYSE) 28.1875 7.125
*Adjusted for June, 1996 2:1 stock split
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TSE (Canadian Dollars):
Period High Low
------ ---- ---
1996 31.45 31.25
1997 34.45 25.25
1998 39.00 25.50
1999 49.50 34.50
2000 41.00 10.90
The following tables sets forth the high and low market prices for each
full financial quarter for the two most recent full financial years as well as
the first and second quarters of 2001 on the NYSE and TSE:
NYSE:
Period High Low
------ ---- ---
1st Quarter 1999 27.25 24.875
2nd Quarter 1999 29.625 25.875
3rd Quarter 1999 33.375 27.125
4th Quarter 1999 29.00 23.5625
1st Quarter 2000 28.1875 10.5625
2nd Quarter 2000 20.00 10.25
3rd Quarter 2000 18.0625 13.50
4th Quarter 2000 14.75 7.125
1st Quarter 2001 12.03 7.25
2nd Quarter 2001 15.60 9.04
TSE (Canadian Dollars):
Period High Low
------ ---- ---
1st Quarter 1999 41.75 37.50
2nd Quarter 1999 44.25 39.10
3rd Quarter 1999 49.50 39.85
4th Quarter 1999 44.00 34.50
14
Period High Low
------ ---- ---
1st Quarter 2000 41.00 15.20
2nd Quarter 2000 28.00 15.05
3rd Quarter 2000 27.00 20.00
4th Quarter 2000 22.00 11.00
1st Quarter 2001 18.50 10.70
2nd Quarter 2001 24.00 14.00
The tables below sets forth the high and low market prices for each of the
past six months on the NYSE and TSE:
NYSE:
Period High Low
------ ---- ---
March 2001 12.03 8.55
April 2001 11.99 9.04
May 2001 15.60 10.81
June 2001 14.60 11.94
July 2001 13.57 10.55
August 2001 11.18 8.45
TSE (Canadian Dollars):
Period High Low
------ ---- ---
March 2001 18.50 13.45
April 2001 19.00 14.10
May 2001 24.00 16.45
June 2001 22.31 18.00
July 2001 20.00 16.00
August 2001 16.95 13.18
15
PLAN OF DISTRIBUTION. The Offered Shares covered by this Prospectus are
currently outstanding and were issued to the Selling Shareholder in connection
with the acquisition of certain of its assets by Intertape Polymer Group.
It is anticipated that the Offered Shares covered by this Prospectus will
be sold from time to time primarily in transactions on the NYSE at the market
price then prevailing. Sales may also be made in negotiated transactions or
otherwise at prices related to the prevailing market price or otherwise. If
Offered Shares are sold through brokers, the Selling Shareholder may pay
customary brokerage commissions and charges. The Selling Shareholder may effect
transactions by selling shares to or through broker-dealers, and such
brokers-dealers may receive compensation in the form of discounts, concessions
or commissions from the Selling Shareholder and/or the purchasers of shares for
whom such broker-dealers may act as agent or to whom they may sell as principal,
or both (which compensation as to a particular broker-dealer might be in excess
of customary commissions). The Selling Shareholder and any broker-dealers that
act in connection with the sale of the Offered Shares hereunder might be deemed
to be "underwriters" within the meaning of Section 2(11) of the Securities Act,
and any commissions received by them and any profit on the resale of shares as
principal might be deemed to be underwriting discounts and commissions under the
Securities Act.
MARKETS. Intertape Polymer Group's Common Shares currently trade on the
New York Stock Exchange and The Toronto Stock Exchange under the symbol "ITP".
The Common Shares were listed on The Toronto Stock Exchange on January 6, 1993.
Intertape Polymer Group's Common Shares were listed on the American Stock
Exchange until August 23, 1999, at which time they were listed on the NYSE. The
Common Shares are not traded on any other exchanges.
SELLING SHAREHOLDER. Olympian Tape Sales, Inc. d/b/a United Tape Company,
a Georgia corporation, 2545 Ivy Street East, Cumming, Georgia, 30131, is the
Selling Shareholder for whom Intertape Polymer Group is registering shares for
resale to the public. The Selling Shareholder has not held any position, office
or had any other material relationship with the Company in the past three years.
Intertape Polymer Group will not receive any of the proceeds from the sale of
the Offered Shares.
Some or all of the Offered Shares covered by this Prospectus may be
offered from time to time on a delayed or continuing basis by the Selling
Shareholder.
The Offered Shares represent 250,587 of the 28,493,235 Common Shares of
Intertape Polymer Group outstanding as of September 17, 2001, or approximately
..009% of Intertape Polymer Group's total outstanding common shares.
SunTrust Bank ("SunTrust") is acting as escrow agent with respect to the
Offered Shares pursuant to an Escrow Agreement dated September 25, 2000 by and
among SunTrust, Intertape Polymer Group, the Selling Shareholder, and certain
other parties. The Escrow Agreement was entered into in connection with the
acquisition of certain of the assets of Selling Shareholder by a subsidiary of
Intertape Polymer Group for which Intertape Polymer Group paid cash and issued
the Offered Shares to the Selling Shareholder. The Offered Shares and any
proceeds from the sale of the Offered Shares are to be held by SunTrust in an
escrow account subject to the terms of the Escrow Agreement. Accordingly, the
Offered Shares are not beneficially owned by SunTrust but may be deemed to be
beneficially owned by the Selling Shareholder.
16
EXPENSES OF THE ISSUE. Set forth below are expenses to be paid by
Intertape Polymer Group in connection with the issuance and distribution of the
Offered Shares being registered. All amounts shown are estimates except for the
registration listing fees.
Commission Registration Fee $ 565.07
EDGAR formatting and Filing $ 600.00
Legal Fees and Expenses $10,250.00
Accounting Fees $ 1,400.00
EXCHANGE CONTROLS
There are no governmental laws, decrees or regulations in Canada that
restrict the export or import of capital, including, but not limited to, foreign
exchange controls, or that affect the remittance of dividends, interest or other
payments to nonresident holders of the Common Shares, other than withholding tax
requirements. Any such remittances, however, are subject to withholding tax.
There is no limitation imposed by Canadian law or by the charter or
other constituent documents of Intertape Polymer Group on the right of
nonresident or foreign owners to hold or vote Common Shares, other than the
Shareholder Protection Rights Plan which requires anyone who seeks to acquire
20% or more of Intertape's voting shares to make a bid complying with specific
provisions of the Plan, or as provided in the Investment Canada Act (Canada).
The following summarizes the principal features of the Investment Canada Act.
The Investment Canada Act requires certain "non-Canadian" (as defined
in the Investment Canada Act) individuals, governments, corporations and other
entities who wish to acquire control of a "Canadian business" (as defined in the
Investment Canada Act) to file either a notification or an application for
review with the Director of Investments appointed under the Investment Canada
Act. The Investment Canada Act requires that in certain cases an acquisition of
control of a Canadian business by a "non-Canadian" must be reviewed and approved
by the Minister responsible for the Investment Canada Act on the basis that the
Minister is satisfied
17
that the acquisition is "likely to be of net benefit to Canada", having regard
to criteria set forth in the Investment Canada Act.
With respect to acquisitions of voting shares, generally only those
acquisitions of voting shares of a corporation that constitute acquisitions of
control of such corporation are reviewable under the Investment Canada Act. The
Investment Canada Act provides detailed rules for the determination of whether
control has been acquired. For example, the acquisition of one-third or more of
the voting shares of a corporation may, in some circumstances, be considered to
constitute an acquisition of control. Certain reviewable acquisitions of control
may not be implemented before being approved by the Minister. If the Minister
does not ultimately approve a reviewable acquisition which has been completed,
the non-Canadian person or entity may be required, among other things, to divest
itself of control of the acquired Canadian business. Failure to comply with the
review provisions of the Investment Canada Act could result in, among other
things, a court order directing the disposition of assets of shares.
MATERIAL TAX CONSEQUENCES
MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS APPLICABLE TO U.S. RESIDENTS
The following is an overview of the principal Canadian federal income
tax considerations generally applicable to a person who is a U.S. Holder. In
this section, a "U.S. Holder" means a person who, for the purposes of the
Canada-United States Income Tax Convention (1980), is a resident of the United
States for purposes of the Convention and who, for the purposes of the Income
Tax Act (Canada), deals at arms's length with Intertape Polymer Group, does not
use or hold and is not deemed to use or hold the Common Shares in carrying on
business in Canada and who holds his Common Shares as capital property.
Generally, Common Shares will be considered to be capital property to a U.S.
Holder provided the U.S. Holder does not hold the Common Shares in the course of
carrying on a business and has not acquired the Common Shares in one or more
transactions considered to be an adventure or concern in the nature of trade.
This summary is not applicable to a U.S. Holder that is a "financial
institution" for purposes of the mark-to-market rules in the Income Tax Act
(Canada) and to Insurers who carry on an insurance business in Canada and
elsewhere whose Common Shares are "designated insurance property."
18
This section is based upon the Tax Convention, the current provisions
of the Income Tax Act (Canada), the regulations thereunder, and proposed
amendments to the Income Tax Act (Canada) and regulations publicly announced by
or on behalf of the Minister of Finance, Canada, prior to the date hereof. It
does not otherwise take into account or anticipate any changes in law, whether
by legislative, governmental or judicial decision or action. The discussion does
not take into account the tax laws of the various provinces or territories of
Canada. The description of the Canadian federal income tax considerations in
this section does not take into account the individual circumstances of any
particular shareholder. It is recommended that U.S. Holders consult with their
own tax advisors with respect to the income tax consequences to their holding
and disposing of Common Shares having regard to their particular circumstances.
DIVIDENDS.
U.S. Holders will be subject to a 15% withholding tax on the gross
amount of dividends paid or credited or deemed to be paid or credited to them by
Intertape Polymer Group. In the case of a U.S. Holder that is a corporation
which beneficially owns at least 10% of the voting stock of Intertape Polymer
Group, the applicable withholding tax rate on dividends is 5%.
A purchase of Common Shares by Intertape Polymer Group (other than a
purchase in the open market in the manner in which shares are normally purchased
by a member of the public) will give rise to a deemed dividend equal to the
amount paid by Intertape Polymer Group on the purchase in excess of the paid-up
capital of such shares, determined in accordance with the Income Tax Act
(Canada). Any such deemed dividend will be subject to non-resident withholding
tax, as described above, and will reduce the proceeds of disposition to a holder
of Common Shares for the purposes of computing the amount of his capital gain or
loss arising on the disposition.
DISPOSITIONS.
A U.S. Holder will not be subject to tax under the Income Tax Act
(Canada) in respect of any capital gain arising on a disposition of Common
Shares unless such shares constitute taxable Canadian property and the U.S.
Holder is not entitled to relief under the Tax Convention.
19
Generally, Common Shares of a corporation that is listed on a
prescribed stock exchange as set forth in the Income Tax Act (Canada), which
include The Toronto Stock Exchange and the New York Stock Exchange will not
constitute taxable Canadian property of a U.S. Holder unless, at any time during
the five year period immediately preceding the disposition of the Common Shares,
the U.S. Holder, persons with whom the U.S. Holder did not deal at arm's length
or the U.S. Holder together with such persons, owned, had an interest or option
in respect of, or otherwise had a right to acquire, not less than 25% of the
issued shares of any class or series of the capital stock of Intertape Polymer
Group.
In any event, under the Tax Convention, gains derived by a U.S. Holder
from the disposition of Common Shares will generally not be taxable in Canada
unless:
- The value of Intertape Polymer Group's shares is derived
principally from real property situated in Canada or
- The U.S. Holder was a resident of Canada for 120 months during any
period of twenty (20) consecutive years preceding the alienation
of the shares and was a resident of Canada at anytime during the
ten (10) years immediately preceding the alienation of the shares,
and such shares were owned at the time the U.S. Holder ceased to
be a resident of Canada.
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS APPLICABLE TO U.S. HOLDERS
The following is an overview of the principal U.S. federal income tax
considerations generally applicable to a person who is a U.S. Holder. In this
section, you are a "U.S. Holder" if you are a beneficial owner of Intertape
Polymer Group's Common Shares and are (i) an individual citizen or resident of
the United States for U.S. federal income tax purposes, (ii) a corporation
created or organized under the laws of the United States or a state thereof,
(iii) an estate whose income is subject to U.S. federal income taxation
regardless of its source, or (iv) a trust subject to primary supervision of a
U.S. court and the control of one or more U.S. persons.
20
This section is based upon the Internal Revenue Code of 1986, as
amended, its legislative history, existing and proposed regulations, published
rulings of the Internal Revenue Service and court decisions as currently in
effect, which are subject to change or repeal. This discussion does not take
into account the tax laws of the various states or localities of the United
States. The description of the United States federal income tax considerations
in this section does not take into account the individual circumstances of any
particular shareholder. It is recommended that U.S. Holders consult with their
own tax advisors with respect to the income tax consequences to their holding
and disposing of Common Shares having regard to their particular circumstances.
DIVIDENDS
U.S. Holders will be required to include in gross income as ordinary
income the gross amount (including the amount of any Canadian tax withheld) of
cash dividends paid by Intertape Polymer Group on the day on which the dividends
are actually or constructively received by the U.S. Holder, to the extent the
dividends are paid out of Intertape Polymer Group's current or accumulated
earnings and profits as determined for U.S. federal income tax purposes.
Distributions in excess of earnings and profits will be applied against and will
reduce the U.S. Holder's adjusted tax basis in Intertape Polymer Group's Common
Shares, and to the extent distributions are in excess of such basis, will be
treated as capital gains. Dividends will not be eligible for the dividends
received deduction generally allowed to United States corporations.
Dividends paid in a foreign currency to a U.S. Holder may generally be
included in the income of a U.S. Holder in a U.S. dollar amount calculated by
reference to the exchange rate on the date the distribution is received or
deemed received. A U.S. Holder who receives a foreign currency dividend and
converts it into U.S. dollars subsequent to receipt will have exchange gain or
loss based on any appreciation or depreciation in the value of the foreign
currency against the U.S. dollar, which will generally be United States source
ordinary income or loss.
Subject to generally applicable limitations, any Canadian withholding
tax imposed on dividends will be treated as a foreign income tax eligible for
credit against a U.S. Holder's U.S. federal income tax liability (or, at a U.S.
Holder's election, may be deducted in computing taxable income). Dividends
generally will constitute foreign-source "passive income" or, in the case of
certain holders, "financial services income," for U.S. foreign tax credit
purposes. Under rules enacted by Congress in 1997 and other guidance issued by
the U.S. Treasury, foreign tax credits may not be allowed for withholding taxes
imposed in respect of certain short-term or hedged positions in securities or in
respect of arrangements in which a U.S. Holder's reasonably expected economic
profit, after non-U.S. taxes, is insubstantial compared to the value of the
expected foreign tax credits. Because the tax rules that apply to the
availability or use of foreign tax credits and deductions for foreign taxes are
complex, it is recommended that U.S. Holders consult with their own tax advisors
concerning the implications of these rules in light of their particular
circumstances.
DISPOSITIONS.
Upon the sale or other disposition of Intertape Polymer Group's Common
Shares, a U.S. Holder will recognize capital gain or loss in an amount equal to
the difference between the amount
21
realized on the sale or other disposition and the U.S. Holder's adjusted tax
basis in the Common Shares. Such gain or loss generally will be a capital gain
or loss and will be a long-term capital gain or loss if the shares were held for
more than one year at the time of sale or other disposition. In the case of
individuals, long-term capital gains are generally taxed at a maximum rate of 20
percent, or 18 percent for assets acquired after the year 2000 and held for more
than five years. The deduction of capital losses is subject to limitations under
the Code. Gains or losses realized by a U.S. Holder on the sale or other
disposition of Intertape Polymer Group's Common Shares generally will be treated
as U.S. source income for U.S. foreign tax credit purposes.
BACKUP WITHHOLDING AND INFORMATION REPORTING
Dividends on Intertape Polymer Group's Common Shares and payments of
the proceeds of the sale or other disposition of Intertape Polymer Group's
Common Shares, paid within the United States or through certain U.S. related
financial intermediaries (and in certain cases, outside of the United States) to
U.S. Holders other than certain exempt recipients (such as corporations), are
subject to information reporting and may be subject to backup withholding at a
current rate of 30 percent (to be reduced to 29 percent for years 2004 and 2005,
and 28 percent for 2006 and thereafter), if the U.S. Holder fails to provide an
accurate taxpayer identification number or to report interest and dividends
required to be shown on its U.S. federal income tax returns or otherwise fails
to comply with or establish an exemption from such backup withholding tax. The
amount of backup withholding imposed on a payment to a U.S. Holder may be
refunded by the IRS or allowed as a credit against the U.S. federal income tax
of the U.S. Holder provided that the required information is properly furnished
to the IRS.
DESCRIPTION OF SECURITIES
The Offered Shares are registered equity securities of Intertape
Polymer Group consisting of its common shares as described below.
COMMON SHARES
Voting - Each common share of Intertape Polymer Group entitles its
holder to receive notice of and to attend all annual and special meetings of
shareholders of Intertape Polymer Group other than meetings at which only the
holders of a particular class or series are entitled to vote, and each such
common share entitles its holder to one vote.
Dividends - The holders of common shares of Intertape Polymer Group
are, at the discretion of its Board of Directors, entitled to receive out of any
or all profits or surplus of Intertape Polymer Group properly available for the
payment of dividends, and after the payment of any dividend payable on any
Preferred Shares issued and outstanding at such time, any dividends declared by
the Board of Directors and payable by Intertape Polymer Group on the common
shares.
22
Set forth below is a six-year summary of the dividends paid by
Intertape Polymer Group per share:
DECLARATION DIVIDEND TOTAL DATE PAID
DATE PAID
------------- ------------------- ----------- ----------------
CDN U.S. CDN$
------- -------- -----------
March 14, 1995 $.07 $.05 $1,400,000 March 30, 1995
February 28, 1996 .085 .06 $2,000,000 March 22, 1996
March 4, 1997 .10 .073 $2,500,000 March 27, 1997
March 10, 1998 .013 .092 $3,300,000 March 31, 1998
March 9, 1999 .16 .106 $4,500,000 April 5, 1999
May 15, 2000 .16 .106 $4,500,000 June 8, 2000
No dividend has been paid in 2001.
Dissolution - The holders of common shares of Intertape Polymer Group
are entitled to share equally in any distribution of the assets of Intertape
Polymer Group upon the liquidation, dissolution or winding-up of Intertape
Polymer Group or other distribution of our assets among our shareholders. Such
participation is subject to the rights, privileges, restrictions and conditions
attaching to any Preferred Shares issued and outstanding at such time.
PREFERRED SHARES
The Preferred Shares of Intertape Polymer Group are issuable in series.
Subject to Intertape Polymer Group's Articles, the Board of Directors is
authorized to fix, before issuance, the designation, rights, privileges,
restrictions and conditions attaching to the shares of each series. The
Preferred Shares rank prior to the common shares with respect to dividends and
return of capital on dissolution. Except with respect to matters as to which the
holders of Preferred Shares are entitled by law to vote as a class, the holders
of Preferred Shares may or may not be entitled to vote at meetings of
shareholders subject to the terms of their issuance. No Preferred Shares have
been issued as of September 17, 2001.
MATERIAL CHANGES
There have not been any material changes in Intertape Polymer Group's
affairs that have
23
occurred since the end of the last fiscal year that have not been reported on
Form 6-K, filed under the Exchange Act, and incorporated herein by reference.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Section 124 of the Canada Business Corporation Act provides that,
subject to the limitations contained in such Act, a corporation may indemnify a
director or officer, a former director or officer, or a person who acts or acted
at the corporation's request as a director or officer of a body corporate of
which the corporation is or was a shareholder or creditor, and his heirs and
legal representatives, against all costs, charges and expenses, including an
amount paid to settle an action or satisfy a judgment, reasonably incurred by
him in respect of any civil, criminal or administrative action or proceeding to
which he is made a party by reason of being or having been a director or officer
of such corporation or body corporate, if
(a) he acted honestly and in good faith with a view to the best
interests of the corporation; and
(b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, he had reasonable grounds for believing
that his conduct was lawful.
The Canada Business Corporation Act provides as of right that, in
general, any officer or director, as such, shall be entitled to indemnification
if (i) he was substantially successful on the merits in his defense of the
relevant action or proceeding to which he was a party (ii) he acted honestly and
in good faith with a view to the best interests of the corporation and (iii)
where a criminal or administrative action that is enforced by a monetary penalty
is involved, he had reasonable grounds for believing that his conduct was
lawful. However, under the Canada Business Corporation Act, no officer or
director of a corporation may be indemnified with respect to any security
holder's derivative action brought pursuant to such act unless a court of
competent jurisdiction has approved the terms of such indemnification.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of Intertape
Polymer Group pursuant to the foregoing provisions, or otherwise, Intertape
Polymer Group has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against United States public policy
as expressed in the Securities Act and is therefore unenforceable in the United
States.
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 Prospectus. Certain
legal matters relating to Canadian law will be passed upon for Intertape Polymer
Group by Stikeman Elliott, Montreal, Quebec, Canada. Certain other legal matters
in connection with the offering registered hereunder are being passed upon for
Intertape Polymer Group by its United States securities counsel, Shutts & Bowen
LLP, Orlando, Florida. The consolidated financial statements and the related
financial statement schedules for
24
Fiscal 2000, incorporated in this Prospectus by reference from Intertape Polymer
Group's Annual Report on Form 40-F, have been audited by Raymond Chabot Grant
Thornton General Partnership, independent chartered accountants, Montreal,
Quebec, Canada, as stated in their report which is incorporated herein by
reference and upon the authority of such firm as experts in accounting and
auditing.
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the Canada Business Corporation Act, Intertape Polymer Group may
indemnify a present or former director or officer or a person who acts or acted
at our request as a director or officer of another corporation of which we are
or were 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 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 Intertape Polymer Group or such other corporation and provided that
the director or officer acted honestly and in good faith with a view to our best
interests, 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 Intertape Polymer Group 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 Canada Business Corporation Act, the By-Laws of
Intertape Polymer Group provide that it shall indemnify a present or former
director or officer or a person who acts or acted at Intertape Polymer Group's
request as a director or officer of a body corporate of which Intertape Polymer
Group is or was a shareholder or creditor, and his heirs and legal
representatives, against all costs, charges and expenses, including an 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 is made a party by reason of being or having been a director or officer
of Intertape Polymer Group or such body corporate; if (i) he acted honestly and
in good faith with a view to our best interests; and (ii) in the case of a
criminal or administrative action or proceeding that is enforced by a monetary
penalty, he had reasonable grounds for believing that his conduct was lawful.
Intertape Polymer Group will also indemnify such person in such other
circumstances as the Canada Business Corporation Act 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.
Reference is also made to Section 11(c) of the Registration Rights
Agreement dated September 25, 2000 filed as Exhibit 4 attached hereto for a
description of the indemnification arrangements between Intertape Polymer Group
and the Selling Shareholder, pursuant to which the Selling Shareholder is
obligated, under certain circumstances, to indemnify directors and officers of
Intertape Polymer Group against certain liabilities, including certain
liabilities under the Securities
25
Act, in connection with this Registration.
A directors' and officers' liability insurance policy is maintained by
Intertape Polymer Group, which insures directors and officers for losses as a
result of claims against the directors and officers of Intertape Polymer Group
in their capacity as directors and officers and also reimburses Intertape
Polymer Group for payments made pursuant to the indemnity provisions under the
Canada Business Corporation Act and the By-Laws of Intertape Polymer Group.
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, Intertape Polymer
Group has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against United States public policy as
expressed in the Securities Act and is, therefore, unenforceable in the United
States. 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.
EXHIBITS
EXHIBIT NO. DESCRIPTION PAGE NOS.
4 Registration Rights Agreement 30
5 Legal Opinion of Stikeman Elliott 41
13(a) Annual Report on Form 40-F for fiscal year ended December 31, 2001 By Reference
13(b) March 2002 First Quarterly Report on Form 6-K By Reference
13(c) March 2002 First Quarter Results on Form 6-K By Reference
13(d) Forms 6-K filed on February 2, 2001, February 21, 2001, March 27, 2001, By Reference
August 17, 2001, October 5, 2001, December 21, 2001, March 12, 2002,
April 22, 2002, April 26, 2002, and June 3, 2002
13(e) June 2001 Second Quarterly Report on Form 6-K By Reference
13(f) June, 2001 Second Quarter Results on Form 6-K By Reference
13(g) Second Quarter Outlook on Form 6-K By Reference
13(h) September 2001 Third Quarter Results on Form 6-K By Reference
EXHIBIT NO. DESCRIPTION PAGE NOS.
13(i) Third Quarterly Report on Form 6-K By Reference
23(a) Consent of Raymond Chabot Grant Thornton General Partnership 42
23(b) Consent of Shutts & Bowen LLP 43
23(c) Consent of Stikeman Elliott 44
24 Power of Attorney 28
UNDERTAKINGS
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 of 1933:
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the 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 the registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(4) To file a post-effective amendment to the registration statement to
include any financial statements required by Form 40-F at the start of any
delayed offering or throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided, that the registrant includes in the prospectus, by means of
a post-effective amendment, financial statements required pursuant to this
Paragraph (4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment need not be
filed to include financial statements
26
and information required by Section 10(a)(3) of the Act or Rule 3-19 of this
chapter if such financial statements and information are contained in periodic
reports filed with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Form F-3.
(5) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the 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.
(6) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
27
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form F-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of St. Laurent, Province of Quebec, Canada, on the
27 day of June, 2002.
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, Secretary, Treasurer,
June 27, 2002 And Vice President Administration
June 27, 2002
/s/ Michael L. Richards /s/ Ben J. Davenport, Jr.
---------------------------------- ------------------------
Michael L. Richards Ben J. Davenport, Jr.
Director Director
June 27, 2002 June 27, 2002
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/s/ L. Robbie Shaw /s/ Gordon R. Cunningham
---------------------------------- ------------------------
L. Robbie Shaw Gordon R. Cunningham
Director Director
June 27, 2002 June 27, 2002
/s/ Salvatore Vitale
--------------------
Salvatore Vitale
Vice President Finance
June 27, 2002
United States Authorized Representative
/s/ Burgess H. Hildreth
-----------------------
Burgess H. Hildreth
June 27, 2002
29