0000950144-01-507054.txt : 20011008 0000950144-01-507054.hdr.sgml : 20011008 ACCESSION NUMBER: 0000950144-01-507054 CONFORMED SUBMISSION TYPE: F-3 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20010919 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERTAPE POLYMER GROUP INC CENTRAL INDEX KEY: 0000880224 STANDARD INDUSTRIAL CLASSIFICATION: CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES) [2670] STATE OF INCORPORATION: A8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: F-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-69666 FILM NUMBER: 1740669 BUSINESS ADDRESS: STREET 1: 110E MONTEE DE LIESSE STREET 2: ST LAURENT CITY: QUEBEC H4T 1N4 CANAD STATE: A8 BUSINESS PHONE: 5147310731 MAIL ADDRESS: STREET 1: 110 E MONTEE LIESSE CITY: ST LAURENT STATE: A8 ZIP: 00000 F-3 1 g71768f-3.txt INTERTAPE POLYMER GROUP, INC. 1 As filed with the Securities and Exchange Commission on September 19, 2001 Registration No. _________ ================================================================================ 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 Commission File No. 1-10928 (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 Class Proposed Proposed Maximum of Securities to be Amount to be Maximum Offering Aggregate Offering Amount of Registered Registered Price per Share(1) Price Registration Fee 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. 2 PROSPECTUS PROSPECTUS DATED September 17, 2001 ---------- 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. (hereinafter the "Company" or "Intertape Polymer Group") currently held by Olympian Tape Sales, Inc. (the "Selling Shareholder") which Selling Shareholder received as part of the purchase price in connection with the Company'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. The Company 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 the Company, 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 ("NYSE") or The Toronto Stock Exchange ("TSE"), 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 (the "Securities Act"), 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 7. 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 September 17, 2001. 2 3 TABLE OF CONTENTS
Page ---- PROSPECTUS SUMMARY............................................................4 RISK FACTORS..................................................................6 WHERE YOU CAN FIND ADDITIONAL INFORMATION.....................................9 DOCUMENTS INCORPORATED BY REFERENCE...........................................9 ENFORCEABILITY OF CIVIL LIABILITIES AGAINST FOREIGN PERSONS..................10 OFFER STATISTICS AND EXPECTED TIMETABLE......................................12 USE OF PROCEEDS..............................................................12 INTERESTS OF NAMED EXPERTS AND COUNSEL.......................................12 OFFERING AND LISTING.........................................................12 Plan of Distribution..................................................15 Markets...............................................................15 Selling Shareholder...................................................16 Expenses of the Issue.................................................16 DESCRIPTION OF SECURITIES....................................................16 MATERIAL CHANGES.............................................................17 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES........................................17
3 4 PROSPECTUS SUMMARY The business of Intertape Polymer Group was established by Melbourne F. Yull, Intertape Polymer Group's Chairman of the Board and Chief Executive Officer, when Intertape Systems Inc., a predecessor of the Company, established a pressure-sensitive tape manufacturing facility in Montreal. Intertape Polymer Group was incorporated under the Canada Business Corporations Act on December 22, 1989, and in February 1992, completed an initial public offering of its Common Shares at the offering price of $5.035 (US$4.25). The Company completed a second public offering of its Common Shares in Canada and the United States in October 1995, at the offering price of $19.75 (US$14.60). The Company completed a third public offering of its Common Shares in Canada on a "bought deal" basis in March 1999, at the offering price of $40.25 (US$26.31) per share. The Company has pursued a strategy of aggressive growth through both substantial capital investments and acquisitions. When the Company commenced operations in 1981, it converted purchased films into pressure-sensitive carton sealing tapes. Originally intended as a local manufacturer, management of the Company decided in the mid-1980's to take advantage of the extraordinary growth in demand for carton sealing tapes by significantly expanding its output of such product and, thereby, its customer base. Following adoption of this new business plan and over the next few years, the output of the Montreal plant doubled and a new facility was constructed in Danville, Virginia, in 1987. The Virginia plant was "upstream integrated" to include film extrusion, thereby reducing material cost. The market for carton sealing tape has continued to grow and the Danville facility is five times larger (measured in capacity) today than at the date it commenced operations. Even as the Company was growing its customer base in pressure-sensitive tapes, it pursued an aggressive policy of new product development to leverage its pressure-sensitive tape products. In 1992, the Company developed a new variety of speciality shrink films and purchased and installed manufacturing equipment to produce such films. The ability to manufacture its own shrink films enabled the Company to participate in the shrink film market estimated to be $500 million annually. Further, it strengthened the Company's position with its customers. The Company's entry into the stretch wrap market began with the Company's concurrent development of stretch wrap products with the processes to manufacture such products. The Company entered the stretch wrap market (estimated at $750 million annual sales in 2000) utilizing its existing customer base and distribution network. The Company is a holding company which owns various operating companies in the United States and in Canada. Intertape Polymer Inc., a Canadian corporation ("IPI"), is the principal operating company for the Company's Canadian operations. Intertape, Inc., a Virginia corporation, formerly known as Intertape Polymer Corp. ("IPC"), is the principal operating company for the Company's United States and international operations including, most notably, each of the businesses referenced in the acquisition table set forth below. 4 5 To broaden its product line and provide one-stop shopping with a "basket of products", the Company, in addition to internally generated growth, has engaged in a series of acquisitions. The Company believes it now ranks among the leading developers and manufacturers of industrial plastic packaging products in North America. The following table illustrates the principal acquisitions completed by the Company during the last five years:
COMPLETED ACQUISITIONS ---------------------------------------------------------------------------------------------------------------- ANNUAL COST OF YEAR ACQUISITIONS COMPANY LOCATION PRODUCTS ---------------------------------------------------------------------------------------------------------------- ($ in millions) 1996 $ 5.3 Tape, Inc. Green Bay, Wisconsin Water-activated packaging tapes 1997 $ 42.9 American Tape Co. Marysville, Michigan Pressure-sensitive tapes, Richmond, Kentucky masking tapes 1998 $113.2 Anchor Continental, Inc. Columbia, South Pressure-sensitive tapes, Carolina masking and duct tapes Rexford Paper Company Milwaukee, Wisconsin Pressure-sensitive and water-activated tapes 1999 $111.3 Central Products Company Menasha, Wisconsin Pressure-sensitive and Brighton, Colorado water-activated carton sealing tapes Spinnaker Electrical Tape Carbondale, Illinois Pressure-sensitive electrical Company tapes 2000 $ 32.2 Olympian Tape Sales, Inc. Cumming, Georgia Distribution of packaging products
On September 25, 2000, the Company, 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 the Company's common stock, which constitute the Offered Shares hereunder. The Selling Shareholder received 250,587 Common Shares of the Company which are being offered hereunder to the public at their then current market price on the NYSE. This offer is to remain open for a minimum of 180 days. The Company will not receive any proceeds from the sale of the Offered Shares. The Company will pay all costs of the registration. 5 6 RISK FACTORS The purchase of the Offered Shares involves a high degree of risk. The following are among the risk factors which should be carefully considered by prospective investors: 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 ("Exchange Act") concerning, among other things, discussions of the business strategy of Intertape Polymer Group and expectations concerning the Company'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 the Company 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 the Company's future results of operations or financial position are forward-looking statements. Forward-looking statements reflect Management's current expectations and are inherently uncertain. The Company'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 below. IMPLEMENTATION OF BUSINESS STRATEGY AND ACQUISITIONS. The Company's business strategy includes, among other things, increasing manufacturing capacity, developing new products, improving distribution efficiencies, and expanding into new geographic markets. There can be no assurance that the Company will be able to fully implement its strategy or that the anticipated results of this strategy will be realized. Implementation of this strategy could also be affected by a number of factors beyond the Company's control such as manufacturing difficulties, disruption of distribution systems, or general or local economic conditions. Any material failure to implement its strategy could have a material adverse effect on the Company's business, financial condition and results of operations. Further, there are no assurances that the Company's acquisitions will yield the expected benefits, revenue and earnings projections, synergies and growth prospects. In addition, there is no certainty that the Company will be successful in making additional acquisitions, realizing synergies and/or integrating the operations of acquired businesses in an effective manner. RAW MATERIAL PRICES AND AVAILABILITY. A substantial portion of the cost of manufacturing the Company's products is the cost of raw materials, primarily petroleum based resins. Historically, there have been fluctuations in these raw material prices due to factors which are beyond the Company's control, and in some instances price movements have been volatile when associated with outside influences. There can be no assurance that the Company will be able to pass on raw material price increases in the future. 6 7 Further, in the past, there have been shortages from time to time in the supply of certain resins. There can be no assurances that the Company will not be subject to such shortages in the future. EXCHANGE RATE RISKS. The Company's result of operations were reported in Canadian dollars through December 31, 1998. Commencing January 1, 1999, due to increased activity in the U.S., the Company adopted the U.S. dollar as its reporting currency. Since the trading price in the United States of the Common Shares of the Company is quoted in U.S. dollars, any weakening of the Canadian dollar relative to the U.S. dollar could result in a decline in the market value and trading price of the Common Shares measured in U.S. dollars. The exchange rate between Canadian dollars and U.S. dollars has varied significantly over the last five years. NEW PRODUCT DEVELOPMENT. The Company's business plan involves the introduction of new products, which are both developed internally and acquired through acquisition. There can be no assurance that the market will accept these products or that competitors will not introduce similar products, which will impact the Company's ability to expand its markets and generate organic growth. COMPETITION. Intertape Polymer Group competes with other manufacturers of plastic packaging products as well as manufacturers of alternative packaging products such as paper, cardboard and paper-plastic combinations. Some of these competitors are larger companies with greater financial resources. The Company believes there are 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. DEPENDENCE UPON KEY PERSONNEL. Intertape Polymer Group is dependent upon the abilities and experience of its executive officers and other key employees. There can be no assurance that the Company can retain the services of such executive officers and key employees. If several of these executive officers and key employees were to leave the employ of the Company, its operations could be adversely affected. POSSIBLE VOLATILITY OF STOCK PRICE. The market price of the Common Shares may be subject to significant fluctuations in response to variations in results of operations and other factors. Developments affecting the plastics packaging industry generally, including national and international economic conditions, currency fluctuations and government regulation, could also have a significant impact on the market price of the Common Shares. In addition, the stock market in recent years has experienced price and volume fluctuations that often have been unrelated or disproportionate to the operating performance of companies, and the price of the Common Shares could be affected by such fluctuations. SHAREHOLDER PROTECTION RIGHTS PLAN (ANTI-TAKEOVER PROVISIONS). On August 24, 1993, the shareholders of the Company approved a Shareholder Protection Rights Plan (the "Rights Plan"). Under the Rights 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 7 8 Rights Plan was to have expired on September 1, 1998, however, on May 21, 1998, the shareholders approved an amendment extending the term of the Rights Plan to September 1, 2003. The effect of the Rights Plan is to require anyone who seeks to acquire 20% or more of the Company's voting shares to make a bid complying with specific provisions. Thus, the provisions of the Rights Plan could prevent or delay the acquisition of the Company by means of a tender offer, a proxy contest, or otherwise, in which shareholders might receive a premium over the then current market price. EXEMPTIONS UNDER THE EXCHANGE ACT AS A FOREIGN PRIVATE ISSUER. The Company 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 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 the Company's securities are not afforded the same protections or information generally available to investors in public companies organized in the United States. The Company 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. The Company reports on Form 6-K with the Commission and publicly releases quarterly financial reports. 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 THE COMPANY. 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 THE COMPANY 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. 8 9 WHERE YOU CAN FIND ADDITIONAL INFORMATION The Company has filed with the Securities and Exchange Commission (the "Commission") a Form F-3 Registration Statement under the Securities Act (the "Registration Statement") with respect to the Common Shares of the Company, which includes the Offered Shares offered hereby. This Prospectus does not contain all the information set forth in the Registration Statement and in the exhibits thereto. For further information about the Company and the securities offered hereby, 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 the Company has filed with the Commission at the Commission's Public Reference Room at 450 Fifth Street, N. W., Washington, D.C. 20549. You may call the Commission at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. In addition, the Commission maintains an Internet site which is available to the public that contains the Company's filings with the Commission, including reports, proxy and information statements. The Commission's website address is http://www.sec.gov. The Company also maintains a website, the address of which is http://www.intertapepolymer.com. The information contained in the Company's website is not a part of this Prospectus. The Company is subject to informational requirements of the Exchange Act and in accordance therewith files reports and other information with the Commission. The Company 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 the Company to "incorporate by reference" into this Prospectus the information it files with the Commission. This permits the Company to disclose important information to you by referring you to those documents. The information the Company incorporates herein by reference is considered a part of this Prospectus and later information the Company files with the Commission will automatically update and supersede this information. The Company incorporates by reference the following documents filed with the Commission: - Second Quarterly Report on Form 6-K filed on August 30, 2001 - June 2001 Second Quarter Results on Form 6-K filed on August 13, 2001 - Second Quarter Outlook on Form 6-K filed on July 6, 2001; - First Quarterly Report on Form 6-K filed on May 25, 2001; 9 10 - Annual Report on Form 40-F for the year ended December 31, 2000, filed on May 18, 2001; - March 2001 First Quarter Results on Form 6-K filed on May 15, 2001; - Forms 6-K filed on February 2, 2001, February 21, 2001, March 27, 2001, and May 18, 2001; and - The description of the Company's common shares contained in its Registration Statement filed on February 21, 1992, under Section 12 of the Exchange Act, including any amendment or report updating this description. Intertape Polymer Group also incorporates herein by reference documents filed with or furnished to the Commission 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, Form 40-F, or Form 10-K, and all subsequent filings on Forms 10-Q and 8-K filed by the Company pursuant to the Exchange Act. - All subsequent reports on Form 6-K furnished by the Company pursuant to the Exchange Act that contain a statement that it is being incorporated into this Prospectus by reference hereto. The Company 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 The Company, a majority of its officers and directors, and its auditors, are residents of Canada and a significant part of the assets of the Company 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 the Company or such persons, or to enforce against them judgments obtained in the United States predicated upon the civil liability provisions of the Securities Act. The Company has appointed Burgess H. Hildreth, Intertape Polymer Group Inc., 3647 Cortez Road West, Bradenton, Florida 34210 as the Company's agent to receive service of process in any action against the Company 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. 10 11 The Company 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: - 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 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. 11 12 The Company 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. OFFER STATISTICS AND EXPECTED TIMETABLE 250,587 of the Company'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 registered under previous registration statements. 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 The Company 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. 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 the Company by Stikeman Elliott, Montreal, Quebec, Canada. Certain other legal matters in connection with the offering registered hereunder are being passed upon for the Company by its United States securities counsel, Shutts & Bowen LLP, Orlando, Florida. The consolidated financial statements and the related financial statement schedules for Fiscal 2000, incorporated in this Prospectus by reference from the Company'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. OFFERING AND LISTING OFFERING AND LISTING DETAILS The Offered Shares constitute 250,587 registered Common Shares of the Company, no par value, which will be offered at the then current market price for the Common Shares of the Company on the NYSE. All registration fees incurred in connection with the Offered Shares shall be paid by the Company. All underwriting commissions and discounts applicable to the Offered Shares shall be borne by the Selling Shareholder. 12 13 The following table sets forth the annual high and low market prices for the Common Shares of the Company 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 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
13 14
Period High Low ------ ---- --- 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 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
14 15 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
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 the Company. 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. The Company'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. 15 16 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 the Company 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. The Company 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 the Company outstanding as of September 17, 2001. SunTrust Bank ("SunTrust") is acting as escrow agent with respect to the Offered Shares (the "Escrow Shares") pursuant to an Escrow Agreement dated September 25, 2000 by and among SunTrust, the Company, the Selling Shareholder, and certain other parties (the "Escrow Agreement"). The Escrow Agreement was entered into in connection with the acquisition of certain of the assets of Selling Shareholder by a subsidiary of the Company for which the Company paid cash and issued the Offered Shares to the Selling Shareholder. The Escrow Shares and any proceeds from the sale of the Escrow Shares are to be held by SunTrust in an escrow account subject to the terms of the Escrow Agreement. Accordingly, the Escrow Shares are not beneficially owned by SunTrust but may be deemed to be beneficially owned by the Selling Shareholder. 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
DESCRIPTION OF SECURITIES The Offered Shares are registered equity securities of the Company consisting of its common shares as described below. COMMON SHARES Voting - Each common share of the Company entitles its holder to receive notice of and to attend all annual and special meetings of shareholders of the Company other than meetings at which only the 16 17 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 the Company are, at the discretion of the Board of Directors of the Company, entitled to receive out of any or all profits or surplus of the Company 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 the Company on the common shares. Dissolution - The holders of common shares of the Company are entitled to share equally in any distribution of the assets of the Company upon the liquidation, dissolution or winding-up of the Company 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 the Company are issuable in series. Subject to the Company'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 the Company'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 ("CBCA") 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 17 18 (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 CBCA 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 CBCA, 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 the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against United States public policy as expressed in the Securities Act and is therefore unenforceable in the United States. PART II: INFORMATION NOT REQUIRED IN PROSPECTUS INDEMNIFICATION OF DIRECTORS AND OFFICERS Under the CBCA, the Company may indemnify a present or former director or officer or a person who acts or acted at the Company's request as a director or officer of another corporation of which the Company is or was a shareholder or creditor, and his or her heirs and legal representatives, against all costs, charges and expenses, including an amount to settle an action or satisfy judgment, reasonably incurred by him or her in respect of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a director or officer of the Company or such other corporation and provided that the director or officer acted honestly and in good faith with a view to the best interests of the Company, and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that his or her conduct was lawful. Such indemnification may be made in connection with a derivative action only with court approval. A director or officer is entitled to indemnification from the Company as a matter of right if he or she was substantially successful on the merits in his or her defense of the action or proceeding and fulfilled the conditions set forth above. In accordance with the CBCA, the By-Laws of the Company provide that the Company shall indemnify a present or former director or officer or a person who acts or acted at the Company's request as a director or officer of a body corporate of which the Company is or was a shareholder or creditor, and his 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 the Company or such body corporate; if (i) he acted honestly and in good faith with 18 19 a view to the best interests of the Company; and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful. The Company will also indemnify such person in such other circumstances as the CBCA or law permits or requires. The By-Laws do not limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of the By-Laws. 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 the Company and the Selling Shareholder, pursuant to which the Selling Shareholder is obligated, under certain circumstances, to indemnify directors and officers of the Company 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 the Company, which insures directors and officers for losses as a result of claims against the directors and officers of the Company in their capacity as directors and officers and also reimburses the Company for payments made pursuant to the indemnity provisions under the CBCA and the By-Laws of the Company. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, the Company has been advised that in the opinion of the Commission such indemnification is against United States public policy as expressed in the Securities Act and is, therefore, unenforceable in the United States. EXHIBITS
EXHIBIT NO. DESCRIPTION ----------- ----------- 4 Registration Rights Agreement 5 Legal Opinion of Stikeman Elliott 13(a) Annual Report on Form 40-F for fiscal year ended By Reference December 31, 2000 13(b) First Quarterly Report on Form 6-K By Reference 13(c) March 2001 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, and May 18, 2001 By Reference 23(a) Consent of Raymond Chabot Grant Thornton General Partnership 23(b) Consent of Shutts & Bowen LLP 23(c) Consent of Stikeman Elliott 24 Power of Attorney
19 20 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 (a)(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. (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 20 21 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. 21 22 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 17th day of September, 2001. 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, September 17, 2001 Treasurer, And Vice President Administration September 17, 2001 /s/ Michael L. Richards /s/ Ben J. Davenport, Jr. ---------------------------------- ---------------------------------------- Michael L. Richards Ben J. Davenport, Jr. Director Director September 17, 2001 September 17, 2001 23 /s/ L. Robbie Shaw /s/ Gordon R. Cunningham ---------------------------------- ---------------------------------------- L. Robbie Shaw Gordon R. Cunningham Director Director September 17, 2001 September 17, 2001 /s/ Salvatore Vitale ---------------------------------- Salvatore Vitale Vice President Finance September 17, 2001 United States Authorized Representative /s/ Burgess H. Hildreth ---------------------------------- Burgess H. Hildreth September 17, 2001 EX-4 3 g71768ex4.txt REGISTRATION RIGHTS AGREEMENT 1 EXHIBIT 4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of September 25, 2000, by and between INTERTAPE POLYMER GROUP INC., a Canadian corporation ("IPG"), and OLYMPIAN TAPE SALES, INC., a Georgia corporation (the "Stockholder"). WHEREAS, pursuant to an acquisition agreement entered into with IPG and its affiliate, UTC Acquisition Corp. (the "Acquisition Agreement"), the Stockholder has received on the date hereof shares of common stock, without par value, of IPG ("Common Stock"); and WHEREAS, in order to induce the Stockholder to enter into the Acquisition Agreement, IPG has agreed to provide registration rights on the terms set forth in this Agreement for the benefit of the Stockholder; NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, the parties hereto agree as follows: 1. Definitions. The following capitalized terms shall have the meanings assigned to them in this Section 1 or in the parts of this Agreement referred to below: Code: the Internal Revenue Code of 1986, as amended, and any successor thereto. Commission: the Securities and Exchange Commission, and any successor thereto. Demand Registration: as defined in Section 3. Effective Time: as defined in Section 3. Exchange Act: the Securities Exchange Act of 1934, as amended, and any successor thereto, and the rules and regulations thereunder. Exempt Offering: as defined in Section 2. Registrable Common: shares of Common Stock that were issued to the Stockholder pursuant to the Acquisition Agreement, and any additional shares of Common Stock issued or distributed in respect of any other shares of Registrable Common by way of a stock dividend or distribution or stock split or in connection with a combination of shares, recapitalization, reorganization, merger, consolidation or otherwise. For purposes of this Agreement, shares of Registrable Common will cease to be Registrable Common when and to the extent that (i) a registration statement covering such shares has been declared 2 effective under the Securities Act and such shares have been disposed of pursuant to such effective registration statement, (ii) such shares are sold pursuant to Rule 144 or (iii) such shares have been otherwise transferred to a person or entity other than the Stockholder, other than pursuant to Section 11 hereof. Registration Notice: as defined in Section 2. Rule 144: Securities Act Rule 144 (or any similar or successor provision under the Securities Act). Securities Act: the Securities Act of 1933, as amended and any successor thereto, and the rules and regulations thereunder. 2. Piggyback Registration Rights. At any time before December 31, 2001, whenever IPG proposes to register any Common Stock under the Securities Act, other than a registration relating to the offering or issuance of shares in connection with (i) employee compensation or benefit plans, or (ii) one or more acquisition transactions under a Registration Statement on Form S-4 under the Securities Act (or a successor to Form S-4) (any such offering or issuance being an "Exempt Offering"), IPG will give the stockholder written notice of its intent to do so (a "Registration Notice") at least 20 days prior to the filing of the related registration statement with the Commission. Such notice shall specify the approximate date on which IPG proposes to file such registration statement and shall contain a statement that the Stockholder is entitled to participate in such offering and shall set forth the number of shares of Registrable Common (as hereinafter defined) that represents the best estimate of the lead managing underwriter, if the offering is a firm commitment underwriting, that will be available for sale by the holders of Registrable Common in the proposed offering; provided, however, that all of the Registrable Common proposed to be sold by Stockholder will be included in the registration statement if the offering is not a firm commitment underwriting. If IPG shall have delivered a Registration Notice, Stockholder shall be entitled to offer and sell shares of Registrable Common therein only to the extent provided in this Section 2. If Stockholder desires to participate in an offering it shall notify IPG at least ten (10) days prior to the date IPG reasonably believes it will file its registration statement of the aggregate number of shares of Registrable Common that Stockholder then desires to sell in the offering; provided, however, if the Registrable Common is to be sold in a firm commitment underwriting, Stockholder will so notify IPG no later than twenty(20) days after receipt of the Registration Notice, so long as such date is at least ten (10) days prior to the date IPG reasonably believes it will file its registration statement. The Stockholder desiring to participate in such public offering may include shares of Registrable Common in the registration statement relating to the offering to the extent that the inclusion of such shares shall not reduce the number of shares of Common Stock to be offered and sold by IPG to be included therein. If the lead managing underwriter selected by IPG for a public offering (or, if the offering is not underwritten, a financial advisor to IPG) determines that marketing factors require a limitation on the number of shares of Registrable Common to be offered and sold in such offering, there shall be included in the offering only that number of shares of Registrable Common, if any, that such lead managing underwriter or financial advisor, as the case may be, reasonably and in good faith believes will not jeopardize the success of the offering, provided that if the lead managing 3 underwriter or financial advisor, as the case may be, determines that marketing factors require a limitation on the number of shares of Registrable Common to be offered and sold as aforesaid and so notifies IPG in writing, the number of shares of Registrable Common to be offered and sold by holders having contractual registration rights with IPG and desiring to participate in the offering shall be allocated among such holders on a pro rata basis based on their holdings of Registrable Common. 3. Demand Registration Rights. At any time after the date of this Agreement, Stockholder may request in writing that after May 15, 2001 and before September 30, 2001, IPG file a registration statement under the Securities Act covering the registration of all of the shares of Registrable Common then held by such Stockholder (a "Demand Registration"). After receipt of such request, IPG shall use its best efforts to effect as soon as practicable the registration under the Securities Act in accordance with Section 4 hereof (including without limitation, the execution of an undertaking to file post-effective amendments) of all shares of Registrable Common which the Stockholder requests be registered within 30 days after the mailing of such notice; provided however, that (i) IPG shall not be obligated to effect a Demand Registration if it is not eligible to use Form S-3 or comparable Form F-3 for a foreign private issuer under the Securities Act, and (ii) IPG shall be obligated to effect only one Demand Registration pursuant to this Section 3. In connection with a Demand Registration, the Stockholder, in its sole discretion, shall determine whether (a) to proceed with, withdraw from or terminate such offering, (b) to select, subject to the approval of IPG (which approval shall not be unreasonably withheld), a managing underwriter or underwriters to administer such offering, (c) to enter into an underwriting agreement for such offering and (d) to take such actions as may be necessary to close the sale of Registrable Common contemplated by such offering, including, without limitation, waiving any condition to closing such sale that may not have been fulfilled. In the event the Stockholder exercises its discretion under this paragraph to terminate a proposed Demand Registration, the terminated Demand Registration shall not constitute the Demand Registration under this Section 3, if the determination to terminate such Demand Registration (i) follows the exercise by IPG of any of its rights provided by the last two paragraphs of this Section 3 or (ii) results from a material adverse change in the condition (financial or other), results of operations or business of the Company. Notwithstanding the foregoing, a registration will not count as the Demand Registration under this Section 3 until such registration has become effective and unless the Stockholder is able to register and sell at least 75% of the shares of Registrable Common requested by it to be included in such registration. Notwithstanding the preceding paragraph, if IPG shall furnish to the Stockholder a certificate signed by the President of IPG stating that, in the good faith judgment of the Board of Directors of IPG, it would be detrimental to IPG and its stockholders if such registration statement were to be filed and it is therefore beneficial to defer the filing of such registration statement, IPG shall have the right to defer such filing for a period of not more than 90 days after receipt of the request of the Stockholder. IPG shall promptly give notice to the holders of Registrable Common at the end of any delay period under this paragraph. Notwithstanding the preceding two paragraphs, if at the time of any request by the Stockholder for a Demand Registration, the Board of Directors of IPG has at a meeting duly held, approved the filing within 90 days after Stockholder's request of a registration statement in connection with the sale of any of its 4 securities in a public offering under the Securities Act (other than an Exempt Offering), no Demand Registration shall be initiated under this Section 3 until 90 days after the effective date of such registration unless IPG is no longer proceeding diligently to effect such registration, in which case the request for Demand Registration shall be promptly fulfilled; provided that IPG shall provide the Stockholder the right to participate in such public offering pursuant to, and subject to, Section 2 hereof. 4. Registration Procedures. In connection with registrations under Sections 2 and 3 hereof, and subject to the terms and conditions contained therein, IPG shall (a) use its best efforts to prepare and file with the Commission as soon as reasonably practicable, a registration statement with respect to the Registrable Common and use its best efforts to cause such registration to promptly become and remain effective for a period of at least 180 days (or such shorter period during which Stockholder shall have sold all Registrable Common which it requested to be registered); provided, however, that such 180-day period shall be extended for a period equal to the period that the Stockholder agrees to refrain from selling any securities included in such registration in accordance with Section 8 hereof; (b) prepare and file with the Commission such amendments (including post-effective amendments) to such registration statement and supplements to the related prospectus to appropriately reflect the plan of distribution of the securities registered thereunder until the completion of the distribution contemplated by such registration statement or for so long thereafter as a dealer is required by law to deliver a prospectus in connection with the offer and sale of the shares of Registrable Common covered by such registration statement and/or as shall be necessary so that neither such registration statement nor the related prospectus shall contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and so that such registration statement and the related prospectus will otherwise comply with applicable legal requirements; (c) provide to the Stockholder and its counsel an opportunity to review and provide comments with respect to such registration statement (and any post-effective amendment thereto) prior to such registration statement (or post- effective amendment) becoming effective; (d) use its best efforts to register and qualify the Registrable Common covered by such registration statement under applicable securities or "Blue Sky" laws of Georgia for the distribution of the Registrable Common; (e) take such other actions as are reasonable and necessary to comply with the requirements of the Securities Act; (f) furnish such number of prospectuses (including preliminary prospectuses) and documents incident thereto as Stockholder from time to time may reasonably request; (g) provide to Stockholder, and to any attorney, accountant or other agent retained by the Stockholder or managing underwriter, reasonable access to appropriate officers and directors of IPG to ask questions and to obtain information reasonably requested by the Stockholder, managing underwriter, attorney, accountant or other agent in connection with such registration statement or any amendment thereto; provided, however, that (i) in connection with any such access or request, any such requesting persons shall cooperate to the extent reasonably practicable to minimize any disruption to the operation by IPG of its business and (ii) any records, information or documents shall be kept confidential by such requesting persons, unless (A) such records, information or documents are in the public domain or otherwise publicly available or (B) disclosure of such records, information or documents is required by court or administrative order or by applicable law (including, without limitation, the Securities Act); (h) notify each Stockholder and any managing underwriters participating in the distribution pursuant to such registration statement promptly (i) when IPG 5 is informed that such registration statement or any post-effective amendment to such registration statement becomes effective, (ii) of any request by the Commission for an amendment or any supplement to such registration statement or any related prospectus, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or of any order preventing or suspending the use of any related prospectus or the initiation or threat of any proceeding for that purpose, (iv) of the suspension of the qualification of any shares of Registrable Common included in such registration statement for sale in any jurisdiction or the initiation or threat of a proceeding for that purpose, (v) of any determination by IPG that any event has occurred which makes untrue any statement of a material fact made in such registration statement or any related prospectus or which requires the making of a change in such registration statement or any related prospectus in order that the same will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (vi) of the completion of the distribution contemplated by such registration statement if it relates to an offering by IPG; (i) in the event of the issuance of any stop order suspending the effectiveness of such registration statement or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any shares of Registrable Common included in such registration statement for sale in any jurisdiction, use its best efforts to obtain its withdrawal; (j) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, but not later than fifteen months after the effective date of such registration statement, an earnings statement covering the period of at least twelve months beginning with the first full fiscal quarter after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act; (k) use reasonable diligence to cause all shares of Registrable Common included in such registration statement to be listed on the Securities exchange (including, for this purpose, the New York Stock Exchange) or such exchange which the Common Stock is then listed at the initiation of IPG; (1) use reasonable diligence to obtain an opinion from legal counsel (which may include the General Counsel of IPG) in customary form and covering such matters of the type customarily covered by opinions as the underwriters, if any, may reasonably request; (m) provide a transfer agent and registrar for all such Registrable Common not later than the effective date of such registration statement; (n) enter into such customary agreements (including an underwriting agreement in customary form) as the underwriters, if any, may reasonably request in order to expedite or facilitate the disposition of such shares of Registrable Common; and (o) use reasonable diligence to obtain consents to the use of financial statements and a "comfort letter" from IPG's independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the underwriters, if any, may reasonably request. As used in this Section 4 and elsewhere herein, the term "underwriters" does not include the Stockholder. 5. Underwriting Agreement. In connection with each registration pursuant to Sections 2 and 3 covering an underwritten registered public offering, IPG and the Stockholder agree to enter into a written agreement with the managing underwriter in such form and containing such provisions as are customary in the securities business for such an arrangement between such underwriter and companies of IPG's size and investment stature, including provisions for indemnification by IPG and Stockholder as more fully described in Section 12 hereof. 6 6. Availability of Rule 144. Notwithstanding anything contained herein to the contrary, (including Sections 2 and 3 hereof), IPG shall not be obligated to register shares of Registrable Common held by Stockholder when the resale provisions of Rule 144(k) are available to such Stockholder or such Stockholder is otherwise entitled to sell the shares of Registrable Common held by it in a brokerage transaction without registration under the Securities Act and without limitation as to volume or manner of sale or both. 7. Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may permit the sale of the shares of Registrable Common held by the Stockholder to the public without registration, IPG agrees to: (a) make and keep public information available (as those terms are understood and defined in Rule 144) at all times from and after 90 days following the effective date of the registration statement; (b) use its best efforts to file with the Commission in a timely manner all reports and other documents required of IPG under the Securities Act and the Exchange Act at any time that it is subject to such reporting requirements; and (c) so long as Stockholder owns any shares of Registrable Common, furnish to the Stockholder forthwith upon request a written statement by IPG as to its compliance with the reporting requirements of Rule 144, the Securities Act and the Exchange Act (at any time that it is subject to such reporting requirements), a copy of the most recent annual or quarterly report of IPG, and such other reports and documents filed in accordance with such reporting requirements as a Stockholder may reasonably request in availing itself of any rule or regulation of the Commission allowing a Stockholder to sell any such securities without registration; and (d) if required by the transfer agent and registrar for the Common Stock, use reasonable diligence to obtain an opinion from legal counsel (which may include the General Counsel of IPG) addressed to such transfer agent and registrar, with respect to any sale of shares of Registrable Common pursuant to Rule 144 (or, at the option of IPG, pay the reasonable fees and expenses of legal counsel retained by a Stockholder to provide such an opinion). 8. Market Standoff. (a) In consideration of the granting to Stockholder of the registration rights pursuant to this Agreement, Stockholder agrees that, for so long as Stockholder holds shares of Registrable Common, except as permitted by Sections 2 and 3 hereof, Stockholder will not sell, transfer or otherwise dispose of, including without limitation through put or short sale arrangements, shares of Common Stock in the ten days prior to the effectiveness of any registration (other than relating to an Exempt Offering) of Common Stock for sale to the public and, if required by the managing underwriter, for up to 90 days following the effectiveness of such registration. 7 (b) Except for Exempt Offerings or in connection with the acquisition by IPG of another company or business, IPG shall not offer to sell or sell any shares of capital stock of IPG during the 90-day period immediately following the commencement of an underwritten public offering of shares of Registrable Common pursuant to a Demand Registration. 9. Registration Expenses. All expenses incurred in connection with any registration, qualification and compliance under this Agreement (including, without limitation, all registration filing, qualification, legal, printing and accounting fees) shall be borne by IPG. All underwriting commissions and discounts applicable to shares of Registrable Common included in the registrations under this Agreement shall be borne by the holders of the securities so registered pro rata on the basis of the number of shares so registered. Subject to the foregoing, all expenses incident to IPG's performance of or compliance with this Agreement, including, without limitation, all filing fees, fees and expenses of compliance with securities or Blue Sky laws (including, without limitation, fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Common), printing expenses, messenger and delivery expenses, internal expenses (including, without limitation, all salaries and expenses of IPG's officers and employees performing legal or accounting duties), the fees and expenses applicable to shares of Registrable Common included in connection with the listing of the securities to be registered on each securities exchange (including, for this purpose, the New York Stock Exchange) on which similar securities issued by IPG are then listed at the initiation of IPG, registrar and transfer agents' fees and fees and disbursements of counsel for IPG and its independent certified public accountants, securities act liability insurance of IPG and its officers and directors (if IPG elects to obtain such insurance), the fees and expenses of any special experts retained by IPG in connection with such registration and fees and expenses of other persons retained by IPG and incurred in connection with each registration hereunder (but not including, without limitation, any underwriting fees, discounts or commissions attributable to the sale of Registrable Common, fees and expenses of counsel and any other special experts retained by the holders of Registrable Common in connection with a registration required hereunder, and transfer taxes, if any), will be borne by IPG. 10. Participation in Underwritten Registrations. The Stockholder shall not participate in any underwritten registration hereunder unless it (a) agrees to sell such holder's securities on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. 11. Indemnification and Contribution. (a) Indemnification by IPG. To the extent permitted by law, IPG agrees to indemnify and hold harmless Stockholder, its directors and officers, from and against any and all losses, claims, damages, liabilities and expenses (including reasonable legal expenses) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Common or in any amendment or supplement thereto or in any related 8 preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of, or are based upon, any such untrue statement or omission or allegation thereof based upon information furnished in writing to IPG by such Stockholder, its directors and officers, or on such Stockholder's behalf expressly for use therein. In connection with an underwritten offering of shares of Registrable Common, IPG will indemnify any underwriters of the Registrable Common, their partners, officers and directors and each person who controls such underwriters (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) on substantially the same basis as that of the indemnification of the Stockholder provided in this Section 11 (a). Notwithstanding the foregoing, IPG's indemnification obligations with respect to any preliminary prospectus shall not inure to the benefit of any Stockholder or underwriter with respect to any loss, claim, damage, liability (or actions in respect thereof) or expense arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission to state a material fact in such preliminary prospectus, in any case where (i) a copy of the prospectus used to confirm sales of shares of Registrable Common was not sent or given to the person asserting such loss, claim damage or liability at or prior to the written confirmation of the sale to such person and (ii) such undue statement or alleged untrue statement or omission or alleged omission was corrected in such prospectus. (b) Conduct of Indemnification Proceedings. Promptly after receipt by Stockholder of notice of any claim or the commencement of any action or proceeding brought or asserted against Stockholder in respect of which indemnity may be sought from IPG, Stockholder shall notify IPG in writing of the claim or the commencement of that action or proceeding; provided, however, that the failure to so notify IPG shall not relieve IPG from any liability that it may have to the Stockholder otherwise than pursuant to the indemnification provisions of this Agreement. If any such claim or action or proceeding shall be brought against Stockholder and Stockholder shall have duly notified IPG thereof, IPG shall have the right to assume the defense thereof, including the employment of counsel. Stockholder shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of Stockholder unless (i) IPG has agreed to pay such fees and expenses or (ii) the named parties to any such action or proceeding include both such Stockholder and IPG, and Stockholder shall have been advised by counsel that there may be one or more legal defenses available to Stockholder which are different from or additional to those available to IPG, in which case, if Stockholder notifies IPG in writing that it elects to employ separate counsel at the expense of IPG, IPG shall not have the right to assume the defense of such action or proceeding on behalf of Stockholder; it being understood, however, that IPG shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys (together with appropriate local counsel) at any time for Stockholder. IPG shall not be liable for any settlement of any such action or proceeding effected without IPG's written consent. (c) Indemnification by Stockholder. In connection with any registration in which a Stockholder is participating, Stockholder will furnish to IPG in writing such information and affidavits as IPG reasonably 9 requests for use in connection with any related registration statement or prospectus. Stockholder agrees to indemnify and hold harmless IPG, its directors and officers who sign the registration statement relating to shares of Registrable Common offered by Stockholder and each person, if any, who controls IPG within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from IPG to Stockholder, but only with respect to information concerning Stockholder furnished in writing by Stockholder or on Stockholder's behalf expressly for use in any registration statement or prospectus relating to shares of Registrable Common offered by Stockholder, or any amendment or supplement thereto, or any related preliminary prospectus. In case any action or proceeding shall be brought against IPG or its directors or officers, or any such controlling person, in respect of which indemnity may be sought against Stockholder, Stockholder shall have the rights and duties given to IPG, and IPG or its directors or officers or such controlling persons shall have the rights and duties given to Stockholder, by the preceding paragraph. Stockholder also agrees to indemnify and hold harmless any underwriters of the Registrable Common, their partners, officers and directors and each person who controls such underwriters (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) on substantially the same basis as that of the indemnification of IPG provided in this Section 11 (c). Notwithstanding anything to the contrary herein, in no event shall the amount paid or payable by any Stockholder under this Section 12 (c) exceed the amount of proceeds received by Stockholder from the offering of the Registrable Common. (d) Contribution. If the indemnification provided for in this Section 11 is unavailable to any indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to herein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified parties in connection with the actions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnified party or indemnified parties and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. IPG and the Stockholders agree that it would not be just and equitable if contribution pursuant to this Section 11 (d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 11 (d). No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. If indemnification is available under this Section 11, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Sections 11 (a) and (c) without regard to the relative fault of said indemnifying party or indemnified party or any other equitable consideration provided for in this Section 11 (d). 12. Transfer of Registration Rights: Additional Grants of Registration Rights. The registration rights provided to the Stockholder under Sections 2 and 3 hereof may not be transferred to any other person or 10 entity, except (i) pursuant to the laws of descent and distribution or (ii) to the current stockholders of the Stockholder in the event of a liquidation of Stockholder; provided that such transferees are bound by and subject to the terms and conditions contained herein and that A. Dennis Murphy shall be the purchaser representative for all such stockholders and have the sole right to exercise the registration rights granted herein. Nothing herein shall limit the ability of IPG to grant to any person or entity any registration or similar rights in the future with respect to Common Stock or other securities of IPG. 13. Miscellaneous. (a) Amendments and Waivers. Except as otherwise provided herein, the provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless IPG has obtained the written consent of the Stockholder. (b) Notices. All notices and other communications provided for or permitted hereunder shall be in writing and shall be deemed to have been duly given if delivered personally or sent by fax or telecopy, or registered or certified mail (return receipt requested), postage prepaid, or courier to the parties at the following addresses (or at such other address for any party as shall be specified by like notice), provided that notices of a change of address shall be effective only upon receipt hereof. Notices sent by mail shall be effective when answered back, notices sent by telecopier shall be effective when receipt is acknowledged, and notices sent by courier guaranteeing next day delivery shall be effective on the next business day after timely delivery by the courier. Notices shall be sent to the following addresses: (i) if to Stockholder, at the following address: A. Dennis Murphy, President 1725 Stoney Ridge Road Cumming, GA 30011 Fax: (770) 781-9438 with a mandatory copy to: R. Alexander Bransford Kilpatrick Stockton LLP 1100 Peachtree St., Suite 2800 Atlanta, GA 30309-4530 Fax: (404) 815-6039 11 (ii) if to IPG, at the following address: Intertape Polymer Group Inc. 110E Montee de Liesse St. Laurent, Quebec H4T 1N4 Canada Attention: Andrew M. Archibald Telecopy: (514) 731-5039 with a mandatory copy to: Shutts & Bowen LLP 20 N. Orange Ave, Suite 1000 Orlando, Florida 32801 Attention: J. Gregory Humphries, Esq. Telecopy: (407) 425-8316 (c) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including subsequent holders of the Registrable Securities. (d) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (e) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (f) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN THAT STATE. (g) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way be impaired thereby, it being intended that all the rights and privileges of the Stockholder shall be enforceable to the fullest extent permitted by law. (h) Entire Agreement; Termination. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. This Agreement 12 supersedes all prior agreements and understandings between the parties with respect to such subject matter. This Agreement and this Section 12 shall terminate and be of no further force or effect on December 31, 2001. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. IPG: INTERTAPE POLYMER GROUP INC. By: /s/ Andrew M. Archibald ----------------------------------------- Andrew M. Archibald, CFO Secretary, Treasurer, VP Administration STOCKHOLDER: OLYMPIAN TAPE SALES, INC. By: /s/ A. Dennis Murphy ---------------------------------------- A. Dennis Murphy, President EX-5 4 g71768ex5.txt LEGAL OPINION OF STIKEMAN ELLIOTT 1 EXHIBIT 5 STIKEMAN ELLIOTT OPINION [Stikeman Elliott Letterhead] September 17, 2001 Intertape Polymer Group Inc. 110 E. Montee de Liesse Blvd. St. Laurent, Quebec, Canada H4T 1N4 RE: REGISTRATION STATEMENT ON FORM F-3 Dear Sirs/Madames: 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 September 19, 2001 (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 250,587 Common Shares, no par value (the "Offered Shares"), of the Registrant currently held by Olympian Tape Sales, Inc., which it received as part of the purchase price in connection with the Registrant's acquisition of certain of the assets of Olympian Tape Sales, Inc. 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. 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. We hereby consent to the use of this opinion letter as an exhibit to the Registration Statement. Yours truly, STIKEMAN ELLIOTT /s/ Stikeman Elliott EX-23.(A) 5 g71768ex23-a.txt CONSENT OF RAYMOND CHABOT GRANT THORNTON 1 EXHIBIT 23(a) CONSENT OF INDEPENDENT CHARTERED ACCOUNTANT We have issued our report dated March 19, 2001 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, 2000. 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 Chartered Accountants Montreal, Quebec, Canada September 17, 2001 EX-23.(B) 6 g71768ex23-b.txt CONSENT OF SHUTTS & BOWEN LLP 1 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 ---------------------------------------- September 17, 2001 Orlando, Florida EX-23.(C) 7 g71768ex23-c.txt CONSENT OF STIKEMAN ELLIOTT 1 EXHIBIT 23(c) CONSENT OF STIKEMAN ELLIOTT TO: The Directors of Intertape Polymer Group Inc. We hereby consent to the reference to us and to our opinion in the prospectus dated September 17, 2001 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 /s/ Michael Richards ---------------------------------------- September 17, 2001