As filed with the Securities and Exchange Commission on October 24, 2003
Registration No. 03-000031
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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM F-3
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.____
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
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Title of Each Class Amount to be Proposed Proposed Amount of
of Securities to be Registered Maximum Maximum Registration Fee
Registered Offering Price Aggregate
Per Share(1) Offering Price
Common Shares 1,030,767 $8.82 $9,091,364.94 $736.40
(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 October 22, 2003.
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.
PROSPECTUS PROSPECTUS DATED
October 23, 2003
INTERTAPE POLYMER GROUP INC.
1,030,767 Common Shares
This Prospectus relates to the offer and sale of 1,030,767 common shares of
INTERTAPE POLYMER GROUP INC. (the "Offered Shares") currently held by the
Selling Shareholder, N. QUINTAS, SGPS, S.A., formerly known as N. QUINTAS -
PROJECTOS E INVESTIMENTOS, S.A., a public limited liability company organized
under the laws of Portugal, which Selling Shareholder received as part of the
purchase price in connection with Intertape Polymer Group's acquisition of fifty
percent of the issued and outstanding common shares of FIBOPE PORTUGUESA-FILMES
BIORIENTADOS S.A., a corporation organized under the laws of Portugal
("Fibope"). Intertape Polymer Group now owns all of the issued and outstanding
common shares of Fibope. The 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. As of October 22, 2003, the closing market
price of Intertape Polymer Group's common shares on the NYSE was $8.82 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 4.
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 October 23, 2003.
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
this entire Prospectus, as well as the more detailed information, financial
statements and related notes which are incorporated in this Prospectus by
reference.
Intertape Polymer Group develops and manufactures industrial plastic
packaging products. Intertape Polymer Group engaged in a series of acquisitions
to broaden its product line and to provide its customers with one-stop shopping
by offering a "basket of products."
On July 14, 2003, Intertape International Corp., a wholly-owned U.S.
subsidiary of Intertape Polymer Group, completed the acquisition from the
Selling Shareholder, N. QUINTAS - PROJECTOS E INVESTIMENTOS, S.A., now known as
N. QUINTAS, SGPS, S.A., a public limited liability company organized under the
laws of Portugal, of fifty percent of the issued and outstanding common shares
of Fibope Portuguesa-Filmes Biorientados S.A., a corporation organized under
the laws of Portugal ("Fibope"). As a result of this acquisition, Intertape
International Corp., a 100% owned indirect subsidiary, now owns all of the issue
and outstanding common shares of Fibope. Fibope is a manufacturer and
distributor of shrink film based in Portugal and established seven years ago.
The purchase price of the Fibope Shares was approximately $7.2 million, to be
paid in two installments: (1) the initial payment of $5,978,448 was paid
through the issuance of Intertape Polymer Group's common stock, which constitute
the Offered Shares hereunder; and (2) the second payment (subject to fulfillment
of certain contingencies) not to exceed $1,195,690, is due eighteen (18) months
thereafter. In connection with the initial payment, the Selling Shareholder
received 1,030,767 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 until the earlier of (a) the
date on which all of the Offered Shares have been sold, (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, or (c) June 25,
2005. 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. Its principal offices are located at
110 E Montee de Liesse, St. Laurent, Quebec, Canada H4T 1N4, and its 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 Intertape Polymer Group's
operations which should be carefully considered by prospective investors prior
to acquiring any of the Offered Shares:
Certain expected cost reductions may not be realized this year. Intertape
Polymer Group previously announced a program to reduce its costs. As a part of
its cost reduction program, at the beginning of the second quarter of 2003,
Intertape Polymer Group announced the consolidation of three existing regional
distribution centers (RDCs) into a new facility in Danville, Virginia, adjacent
to existing manufacturing operations. The consolidation work is proceeding but
there have been some weather-related construction delays. Consequently, it is
possible that some of the expected savings that had been previously announced
will not be realized in 2003.
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.
Increases in raw material costs reduces gross margins. The cost of raw
materials began to rise in the third quarter of 2002. Intertape Polymer Group
has initiated a number of price increases to offset the increased costs;
however, as a result of continued economic weakness, it has been difficult,
and may continue to be difficult, for Intertape to pass on these increases.
Future acquisitions of companies may have an adverse effect on Intertape
Polymer Group's business, financial condition and operations. An important
aspect of Intertape Polymer Group's business strategy is to acquire the assets
of companies that will complement our existing products, expand its marketing
area, improve distribution efficiencies, and enhance its 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 Intertape Polymer Group has 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 Intertape Polymer Group's
business.
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, as amended, relating to the US$137 million Senior Notes and
US$137 million Series A and Series B Senior Notes and the Credit Agreement
entered into in December 2001, as amended, relating to Intertape Polymer Group's
revolving credit facilities contain financial and operating covenants that
limit the discretion of Intertape's management 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 Credit Agreement and Amended and Restated
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 the Company.
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.
Intertape Polymer Group may not be able to compete successfully with its
larger competitors. The larger competitors of Intertape Polymer Group have
greater financial resources than Intertape Polymer Group. There can be no
assurance that Intertape Polymer Group will be able to continue to compete
successfully with such companies. Competition could result in pricing pressure,
fewer customer orders and reduced margins. Competitive pressure could have a
material adverse effect on Intertape Polymer Group's business, results of
operations and financial condition.
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 laws and regulations could necessitate Intertape to make
additional expenditures to achieve or maintain compliance. Achieving and
maintaining compliance with present and future environmental laws and
regulations 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. In some jurisdictions, environmental laws and regulations
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 and regulations, Intertape periodically
investigates, remediates, and monitors soil and groundwater contamination at
certain of its plants. Intertape is investigating the contamination at its St.
Laurent plant to determine whether further action is required. Currently
Intertape is remediating contamination at its Marysville, Michigan, and
Columbia, South Carolina, plants and has installed a hydraulic barrier at its
St. Laurent, Quebec plant to prevent off-site migration of contaminated
groundwater; however, it is not anticipated that the ultimate resolution of
these matters will 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 groundwater analysis. The
assessments have not revealed any environmental liability that, based on current
information, the Company believes will have a material adverse effect on
Intertape. Nevertheless, the Company's assessment may not reveal all potential
environmental liabilities and current assessments are not available for all
facilities. Consequently, there may be material environmental liabilities the
Company is not aware of. In addition, ongoing clean up and containment
operations may not be adequate for purposes of future laws and regulations.
The conditions of the Company's 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 and regulations, increasingly strict enforcement of environmental laws and
regulations, or claims for damage to property or injury to persons resulting
from the environmental, health or safety impact of the Company's operations,
may cause the Company to incur significant costs and liabilities that could have
a material adverse effect on the Company.
Anti-takeover provisions in Intertape's 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. Although the Plan was to have expired on September 1,
1998, on May 21, 1998, the shareholders approved an amendment extending the
term of the Plan to September 1, 2003. The shareholders at their June 11, 2003
meeting, voted on the adoption of an amended and restated Plan which, among
other things, extended the Plan through the date immediately following the date
of Intertape's 2006 annual shareholders' meeting. 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 of the Plan.
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.
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: (i) 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; (ii) 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 (iii) 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 Intertape is a Canadian company, it may be difficult for investors
to effect service of process or enforce judgments against the Company. Intertape
Polymer Group is a Canadian corporation, certain of its officers and directors,
and its auditors are residents of Canada, and a portion of its 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 this 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.
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 in 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 current expectations of
Intertape's management and are inherently uncertain. Intertape Polymer Group's
actual results may differ materially from its 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 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.
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:
- 2003 Second Quarterly Report on Form 6-K filed on August 12, 2003, File
No. 03-000018.
- Form S-8, Registration Statement regarding the issuance of shares to the
Company's USA Employees' Stock Ownership and Retirement Savings Plan
filed on August 19, 2003, File No. 03-000021.
- Press Release on Form 6-K filed on October 15, 2003 (regarding the
consolidation of Water-Activated Tape Operations), File No.
03-000029.
- Press Release on Form 6-K filed on September 30, 2003 (regarding
exercise of over-allotment option granted in Canadian offering to a
syndicate of investment dealers), File No. 03-000028.
- Press Release on Form 6-K filed on September 24, 2003 (regarding the
closing of the Canadian offering to a syndicate of investment dealers),
File No. 03-000026.
- Press Release on Form 6-K filed on September 8, 2003 (regarding Canadian
offering to a syndicate of investment dealers), File No. 03-000023.
- Press Release on Form 6-K filed on July 28, 2003, regarding 2003 Second
Quarter Results, File No. 03-000016.
- Press Release on Form 6-K filed on July 14, 2003 (announcing acquisition
of Fibope), File No. 03-000014.
- 2003 First Quarterly Report on Form 6-K filed on May 22, 2003, File No.
03-000008.
- Annual Report on Form 40-F for the year ended December 31, 2002, filed
on May 20, 2003, File No. 03-000006.
- Press Release on Form 6-K filed on April 30, 2003, regarding 2003 First
Quarter Results, File No. 03-000004.
- 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., 3647 Cortez Road West, Bradenton, Florida 34210, Attn:
Andrew M. Archibald, C.A., Telephone (866) 202-4713.
ENFORCEABILITY OF CIVIL LIABILITIES AGAINST FOREIGN PERSONS
Intertape Polymer Group Inc., certain of its officers and directors, and
its auditors, are residents of Canada and a portion 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 LLP 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 person in any
Florida Court for a sum of money assessed as damages if:
- the Florida Court rendering the judgment has jurisdiction over the
judgment debtor, as determined under the relevant provisions of the laws
of Quebec;
- the judgment is not subject to ordinary remedies (such as appeal or
judicial review) and is final and enforceable in the State of Florida;
- 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);
- 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;
- the outcome of the judgment is not manifestly inconsistent with public
order as understood in international relations;
- 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;
- the action to enforce the judgment is commenced in Quebec within the
applicable limitation period after the date of the judgment; and
- the judgment is not contrary to any order, judgment or directive under
the Foreign Extraterritorial Measures Act (Canada), under the Competition
Act (Canada) under the Business Concerns Records Act (Quebec), or under
any other laws or regulations of the same nature.
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 LLP
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 foreign judgment became
enforceable at the place it was rendered or prevailing on the date of the
judgment recognizing and enforcing the said foreign judgment at the option of
the creditor unless said creditor was negligent in seeking the recognition and
enforcement of the judgment in his favor. 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 recognition and enforcement.
OFFER STATISTICS AND EXPECTED TIMETABLE
1,030,767 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 until the earlier of (a) the date on which
all of the Offered Shares have been sold, (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, or (c) June 25, 2005.
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 1,030,767
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 Toronto
Stock Exchange ("TSX"), as indicated:
Period High Low
1998 (AMEX) $25.26 $16.10
1999 (NYSE) 32.90 23.74
2000 (NYSE) 28.10 7.19
2001 (NYSE) 14.91 7.00
2002 (NYSE) 12.80 3.60
TSX (in Canadian Dollars):
Period High Low
1998 $39.00 $25.75
1999 49.50 35.00
2000 41.00 11.00
2001 23.00 11.00
2002 20.08 5.50
The following tables sets forth the high and low market prices for the
Common Shares of Intertape Polymer Group for each full financial quarter for
the two most recent full financial years as well as the first and second
quarters of 2003 on the NYSE and TSX:
NYSE:
Period High Low
1st Quarter 2001 $11.75 $7.25
2nd Quarter 2001 14.91 9.04
3rd Quarter 2001 13.15 7.00
4th Quarter 2001 10.16 7.60
1st Quarter 2002 11.90 8.21
2nd Quarter 2002 12.80 10.86
3rd Quarter 2002 11.70 7.45
4th Quarter 2002 7.70 3.60
1st Quarter 2003 5.58 3.57
2nd Quarter 2003 6.82 3.10
3rd Quarter 2003 7.69 5.65
TSX (in Canadian Dollars):
Period High Low
1st Quarter 2001 $18.50 $10.70
2nd Quarter 2001 24.00 14.10
3rd Quarter 2001 20.00 10.50
4th Quarter 2001 16.55 11.85
1st Quarter 2002 16.45 13.05
2nd Quarter 2002 20.25 16.50
3rd Quarter 2002 18.50 11.75
4th Quarter 2002 12.94 5.50
1st Quarter 2003 8.68 5.30
2nd Quarter 2003 9.25 4.50
3rd Quarter 2003 10.54 7.85
The tables below sets forth the high and low market prices for the Common
Shares of Intertape Polymer Group for each of the past six months on the NYSE
and TSX:
NYSE:
Period High Low
April 2003 5.05 3.10
May 2003 6.82 4.91
June 2003 6.02 5.71
July 2003 7.12 5.65
August 2003 7.22 6.42
September 2003 7.69 7.00
TSX (in Canadian Dollars):
Period High Low
April 2003 7.32 4.50
May 2003 9.25 6.85
June 2003 8.27 7.70
July 2003 10.10 7.85
August 2003 10.08 8.85
September 2003 10.54 9.54
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 its common shares in Fibope 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. N. QUINTAS - PROJECTOS E INVESTIMENTOS, S.A., now
known as N. QUINTAS SGPS, S.A., Rua do Campo Alegre, 830-9, 4150-171 Porto
Portugal, a public limited liability company organized under the laws of
Portugal, 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 1,030,767 of the 40,840,376 Common Shares of
Intertape Polymer Group outstanding as of October 22, 2003, or approximately
..025% of Intertape Polymer Group's total outstanding common shares.
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 $ 736.40
Legal Fees and Expenses $7,500.00
Accounting Fees Cdn$2,000.00
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 and any such remittances may be subject to
withholding tax. Further, the export of capital from Canada may impose certain
reporting, disclosure and other obligations under Canadian law pursuant to the
Proceeds of Crime Money Laundering and Terrorist Financing Act (Canada), the
Anti-Terrorism Act (Canada) and the United Nations Suppression of Terrorism
Regulations (Canada), as well as the rules and regulations passed thereunder.
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 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 or 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), as amended, is a resident of the
United States for purposes of the Convention and who, for the purposes of the
Income Tax Act (Canada), and the regulations thereunder, and at any time while
he or she holds or held the Common Shares, is not, has not been, or will not
be, deemed to be, resident in Canada, deals at arm'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 a business in Canada, who is the beneficial owner
of Common Shares and 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 an insurer or an authorized foreign bank who carry on an
insurance or bank business in Canada.
This overview is based upon the Tax Convention, the current provisions of
the Income Tax Act (Canada), the regulations thereunder as in force on the date
hereof, the current published administrative and assessing practices of the
Canada Customs and Revenue Agency and all specific proposals to amend 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, or the Canada
Customs and Revenue Agency administrative or assessing practices, whether by
legislative, governmental or judicial decision or action. This overview is not
exhaustive of all possible Canadian federal tax considerations applicable to an
investment in Intertape's Common Shares, nor does it 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 are of a general
nature only and do not take into account the individual circumstances of any
particular shareholder, and is not intended to be legal or tax advice to any
U. S. Holder. 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 Intertape Polymer Group's 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 for Canadian tax
purposes.
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 Intertape's Common
Shares unless such shares constitute taxable Canadian property and the U.S.
Holder is not entitled to relief under the Tax Convention.
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 Intertape's 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.
This section is based upon the Internal Revenue Code of 1986, as amended
(the "Code"), 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 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.
Set forth below is a summary, since 1995, of the dividends paid by
Intertape Polymer Group per share:
DECLARATION DATE DIVIDEND TOTAL 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 since May 15, 2000.
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 its assets among its 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 the date of this Prospectus.
MATERIAL CHANGES
There have not been any material changes in Intertape Polymer Group's
affairs that have 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.
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 LLP, 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 Fiscal 2002, 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
Intertape 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 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
Intertape's 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 Intertape Polymer Group's 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 June 26, 2003 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 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 LLP 41
13(a) Annual Report on Form 40-F for fiscal year ended
December 31, 2002 By Reference
13(b) 2003 First Quarterly Report on Form 6-K By Reference
13(c) Press Release regarding 2003 First Quarter
Results on Form 6-K By Reference
13(d) Forms 6-K filed on July 14, 2003,
September 8, 2003, September 24, 2003, and
September 30, 2003 By Reference
13(e) Press Release regarding 2003 Second Quarter
Results on Form 6-K By Reference
13(f) 2003 Second Quarterly Report on Form 6-K By Reference
13(g) Form S-8, Registration Statement regarding the
issuance of shares to the Company's USA Employees'
Stock Ownership Retirement Savings Plan By Reference
23(a) Consent of Raymond Chabot Grant Thornton General 43
Partnership
23(b) Consent of Shutts & Bowen LLP 44
23(c) Consent of Stikeman Elliott LLP 45
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) 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.
(5) 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.
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 Bradenton and State of Florida, on the 8th day
of October, 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, C.A.
Melbourne F. Yull, Chairman, Chief Andrew M. Archibald, C.A.
Executive Officer and Director Chief Financial Officer, Secretary,
October 8, 2003 and Vice President, Administration
October 8, 2003
/s/Michael L. Richards /s/Ben J. Davenport, Jr.
Michael L. Richards Ben J. Davenport, Jr.
Director Director
October 9, 2003 October 6, 2003
/s/L. Robbie Shaw /s/Gordon R. Cunningham
L. Robbie Shaw Gordon R. Cunningham
Director Director
October 6, 2003 October 6, 2003
/s/J. Spencer Lanthier /s/Thomas E. Costello
J. Spencer Lanthier Thomas E. Costello
Director Director
October 6, 2003 October 8, 2003
United States Authorized Representative
/s/Victor DiTommaso /s/Burgess H. Hildreth
Victor DiTommaso, CPA Burgess H. Hildreth
Vice President, Finance October 8, 2003
October 8, 2003
Exhibit 5
STIKEMAN ELLIOTT
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
INTERTAPE POLYMER GROUP INC.
110 E. Montee de Liesse Blvd.
St. Laurent, Quebec, Canada
H4T 1N4
Dear Sirs/Mesdames:
Re: Registration Statement on Form F-3
File No.: 030351-0001
We have reviewed the registration statement on Form F-3 to be filed
by Intertape Polymer Group Inc. (the "Registrant"), with the Securities and
Exchange Commission on or about October 24, 2003 (the "Registration
Statement") in conneciton with the registration under the Securities Act
of 1933, as amended, of an aggregate of 1,030,767 Common Shares, no par
value (the "Offered Shares"), o the Registrant currently held by N.
QUINTAS, SGPS, S.A., (which was formerly known as N. QUINTAS-PROJECTOS
E INVESTIMENTOS, S.A.) ("Quintas"), which it received as part of the
purchase price in connection with the Registrant's indirect acquisition
of fifty percent of the issued and outstnading common shares of FIBOPE
PORTUGUESA-FILMES BIORIENTADOS S.A. from Quintas. As the Registrant's
Canadian counsel, we have examined such corporate records, certificates,
and other documents and such questions of law, as we have considered
necessary or appropriate for the purposes of the following opinion. In
such examination we have assumed the genuineness of all signatures and
the authenticity of all documents submitted to us as originals and the
conformity with the originals of all documents submitted to us as copies.
Upon the basis of such examination, it is our opinion that the
Offered Shares, when sold, will be duly issued and outstanding as fully-
paid and non-assessable Common Shares of Registrant.
The foregoing opinion is limited to the laws of the Province of
Quebec and the laws of Canada applicable therein, and we are expressing
no opinion as to the effect of the laws of any other jurisdiction. We
have relied as to certain matters on information obtained from officials
of the Registrant and other sources believed by us to be responsible for
the affairs of the Registrant.
We hereby consent to the use of this opinion letter as an exhibit
to the Registration Statement.
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 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
October 8, 2003
Exhibit 23(b)
CONSENT OF COUNSEL
Shutts & Bowen LLP hereby consents to the use of its name in the
Prospectus forming a part of the Registration Statement of Intertape
Polymer Group Inc. and in any amendment thereto.
SHUTTS & BOWEN LLP
/s/Shutts & Bowen LLP
October 8, 2003
Orlando, Florida
Exhibit 23(c)
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
prospectus dated October 23, 2003 of Intertape Polymer Group Inc.
(the "Prospectus") under the headings "Enforceability of Civil
Liabilities Against Foreign Persons" and "Interests of Named Experts
and Counsel." We also consent to the inclusion of this consent in the
registration statement of Intertape Polymer Group Inc. on Form F-3
pursuant to which the Prospectus is filed under the United States
Securities Act of 1933, as amended (the "Securities Act"). In giving
such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act.
Montreal, Quebec, Canada
STIKEMAN ELLIOTT LLP
/s/Stikeman Elliott LLP
October 9, 2003