INTERTAPE POLYMER GROUP INC (Form: S-8, Received: 10/27/1999 14:23:43)

As filed with the Securities and Exchange Commission on October 27, 1999

REGISTRATION NO.______________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

INTERTAPE POLYMER GROUP INC.
(exact name of registrant as specified in its charter)

         CANADA                                           NONE
(State or other jurisdiction                       (I.R.S. Employer
of incorporation or organization)                   Identification No.)


                            ----------------------

110 E MONTEE DE LIESSE BOULEVARD
ST. LAURENT, QUEBEC, CANADA H4T 1N4
(514) 731-7591

(Address of Principal Executive Offices, including Zip Code)

EXECUTIVE STOCK OPTION PLAN
AMENDED EXECUTIVE STOCK OPTION PLAN (1996)
AMENDED EXECUTIVE STOCK OPTION PLAN (1997)
(Full title of the plans)

J. GREGORY HUMPHRIES, ESQ.
SHUTTS & BOWEN LLP
20 NORTH ORANGE AVENUE
SUITE 1000
ORLANDO, FLORIDA 32801-4626
(407) 423-3200
(Name, address, and telephone number,
including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

-----------------------------------------------------------------------------------------------------------------------------------
 TITLE OF SECURITIES TO BE              AMOUNT TO BE         PROPOSED MAXIMUM          PROPOSED MAXIMUM             AMOUNT OF
 REGISTERED                            REGISTERED (1)    OFFERING PRICE PER SHARE  AGGREGATE OFFERING PRICE    REGISTRATION FEE (5)
-----------------------------------------------------------------------------------------------------------------------------------
 Common Shares, no par value               400,000              $17.84(2)                $7,136,000.00              $1,983.81
 approved for issuance under the
 Executive Stock Option Plan
-----------------------------------------------------------------------------------------------------------------------------------

 Common Shares, no par value               802,621              $23.26(3)               $18,668,964.46              $5,189.97
 approved for issuance under the
 Amended Executive Stock Option Plan
 (1996)
-----------------------------------------------------------------------------------------------------------------------------------

 Common Shares, no par value              1,202,621             $26.88(4)               $32,326,452.48              $8,986.75
 approved for issuance under the
 Amended Executive Stock Option Plan
 (1997)
-----------------------------------------------------------------------------------------------------------------------------------

                             TOTAL      2,405,242(1)                                    $58,131,416.94             $16,160.53
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------

(1) This registration statement covers an aggregate of 2,405,242 shares of Common Stock to be issued under the Executive Stock Option Plan, as amended by the Amended Executive Stock Option Plan (1996) and Amended Executive Stock Option Plan (1997). In addition, this registration statement also covers an indeterminate number of additional shares of Common Stock which may be issued under said plan as a result of a stock split, stock dividend or other similar transaction.

(2) Amount represented on an as converted basis from Canadian dollars to U.S. dollars as of August 2, 1996, the date of the highest exercise price of options granted prior to the Amended Executive Stock Option Plan (1996)
[Canadian $24.78].

(3) Amount represented on an as converted basis from Canadian dollars to U.S. dollars as of March 10, 1998, the date of the highest exercise price of options granted prior to the Amended Executive Stock Option Plan (1997)
[Canadian $32.92].

(4) Estimated in accordance with Rule 457(h) under the Securities Act of 1933 solely for the purpose of calculating the registration fee. The computation is based upon the closing price of the Registrant's shares as reported on the Nasdaq National Market on October 21,1999, because the price at which options to be granted in the future may be exercised is not currently determinable.

(5) The registration fee is calculated pursuant to the SEC appropriations bill (H.R. 2267) enacted to decrease the fee rate on filings made pursuant to Section 6(b) of the Securities Act of 1933. As of the most current SEC press release regarding fee rates, the fee is calculated by multiplying the aggregate offering amount by .000278. The fee rate was effective on October 22, 1998.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3: INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Intertape Polymer Group Inc. (the "Registrant") hereby incorporates by reference in this Registration Statement the following documents filed by the Registrant with the Securities and Exchange Commission (the "Commission") under Commission File No. 1-10928:

(1) The Registrant's Annual Report on Form 20-F for the fiscal year ended December 31, 1998 filed on May 28, 1999.

(2) The Registrant's Form 8-A filed August 6, 1999, as amended by Amendment 1 filed August 11, 1999.

(3) The Registrant's Reports on Form 6-K filed July 26, 1999, July 29, 1999, August 2, 1999, August 24, 1999 and second Report on August 24, 1999.

(4) The description of the Registrant's Common Shares contained in the Registrant's Registration Statement under Section 12 of the Securities Exchange Act of 1934, dated February 21, 1992.

All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the filing of a post-effective amendment which indicates that all securities offered under the Plan have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

Item 4: DESCRIPTION OF SECURITIES

Not applicable.

Item 5: INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

Item 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 124 of the Canada Business Corporation Act ("CBCA") provides that, subject to the limitations contained in the CBCA, 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

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legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of such corporation or body corporate, if

(a) he acted honestly and in good faith with a view to the best interests of the corporation; and

(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

The CBCA provides as of right that, in general, any officer or director, as such, shall be entitled to indemnification if (1) 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 holders' derivative action brought pursuant to the CBCA unless a court of competent jurisdiction has approved the terms of such indemnification.

The Registrant does indemnify any person made a party to an action, suit or proceeding, whether civil or criminal, brought to impose a liability or penalty on such person for an act alleged to have been committed by such person in his capacity as a director or officer of the Registrant, to the fullest extent permitted by law, if the director or officer has acted in good faith in the reasonable belief that such action was in the best interest of the Registrant and in criminal actions or proceedings without reasonable ground for belief that such action was unlawful. In addition, the Registrant maintains directors' and officers' liability insurance covering liability, including defense costs, of directors and officers of the Registrant incurred as a result of acting as such directors or officers, provided they acted honestly and in good faith with a view to the best interests of the Registrant. The current limit of insurance is $25,000,000.00.

Item 7: EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

Item 8: EXHIBITS

Exhibit
Number        Document Description
-------       --------------------
 4.1          Executive Stock Option Plan
 4.2          Amended Executive Stock Option Plan (1996)
 4.3          Amended Executive Stock Option Plan (1997)


                                  II-4

 5.1          Opinion of Stikeman Elliott regarding legality of
              Securities being registered
23.1          Consent of Counsel (Contained in Exhibit 5.1)
23.2          Consent of Independent Auditors
24.1          Power of Attorney (See Signature Page)

Item 9. UNDERTAKINGS

(a) The undersigned 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. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the high or low end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective 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.

Paragraphs 1(i) and 1(ii) above do not apply, however, if the information required to be included in a post-effective amendment by this paragraph is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference 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.

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(b) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE. 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 Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) INCORPORATED ANNUAL AND QUARTERLY REPORTS. 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.

(d) INDEMNIFICATION FOR LIABILITIES. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Laurent, Province of Quebec, Canada, on the 14th day of October, 1999.

INTERTAPE POLYMER GROUP INC.
(Registrant)

By: / Andrew M. Archibald /

Name: Andrew M. Archibald, C.A.

Title: Vice President, Administration,
Chief Financial Officer, Secretary
and Treasurer

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EXHIBIT 24.1

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Andrew M. Archibald or Melbourne F. Yull and each of them, as his true and lawful attorney-in-fact, with the power of substitution, for him in any and all capacities, to sign in the name and on behalf of such person individually and in the capacities stated below, any amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

          Signature               Title                               Date
          ---------               -----                               ----
                              Chairman of the
   / Melbourne F. Yull /      Board of Directors and             October 14, 1999
----------------------------  Chief Executive Officer
Melbourne F. Yull             (Principal Executive Officer)

   / Andrew M. Archibald /    Vice President, Administration,    October 14, 1999
----------------------------  Chief Financial Officer,
Andrew M. Archibald, C.A.     Secretary and Treasurer
                              (Principal Financial Officer)

   / Salvatore Vitale /       Vice President, Finance            October 14, 1999
----------------------------  (Chief Accounting Officer)
Salvatore Vitale


   / H. Dale McSween /        Executive Vice President and       October 14, 1999
----------------------------  Chief Operating Officer
H. Dale McSween


   / G. R. Cunningham /       Director                           October 14, 1999
-----------------------------
G. R. Cunningham


   / Robbie Shaw /            Director                           October 14, 1999
-----------------------------
Robbie Shaw



                                         II-8

   / James A. Motley /        Director                           October 14, 1999
-----------------------------
James A. Motley

   / Ben J. Davenport, Jr. /  Director                           October 14, 1999
-----------------------------
Ben J. Davenport, Jr.


     / Lloyd W. Jones /       Authorized U.S. Representative     October 20, 1999
-----------------------------
Lloyd W. Jones

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EXHIBIT INDEX

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                                                                       EXHIBIT APPEARS
                                                                       AT SEQUENTIALLY
  EXHIBIT NUMBER                 DOCUMENT DESCRIPTION                   NUMBERED PAGE
  --------------                 --------------------                  ---------------

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        4.1         Executive Stock Option Plan                             II-11
--------------------------------------------------------------------------------------
        4.2         Amended Executive Stock Option Plan (1996)              II-14
--------------------------------------------------------------------------------------
        4.3         Amended Executive Stock Option Plan (1997)              II-18
--------------------------------------------------------------------------------------
        5.1         Opinion of Stikeman, Elliott regarding
                    legality of Securities being registered                 II-22
--------------------------------------------------------------------------------------
        23.1        Consent of Counsel (contained in Exhibit 5.1)     (See Page II-22)
--------------------------------------------------------------------------------------
        23.2        Consent of Independent Auditors                         II-23
--------------------------------------------------------------------------------------
        24.1        Power of Attorney                                  (See Page II-8)
--------------------------------------------------------------------------------------

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EXHIBIT 4.1
EXECUTIVE STOCK OPTION PLAN

1. PURPOSE OF THE PLAN. The purpose of the Executive Stock Option Plan (the "Plan") of Intertape Polymer Group Inc. (the "Company") is:
a. to promote a proprietary interest in the Company and its subsidiaries among their executives;
b. to encourage the executives to further the development of the Company and its subsidiaries; and
c. to attract and retain the key employees necessary for the Company's and its subsidiaries' long-term success.

2. ADMINISTRATION. The Plan shall be administered by the Board of Directors of the Company (the "Board"). The Board shall have full and complete authority to interpret the Plan and to prescribe such rules and regulations and make such other determinations as it deems necessary or desirable for the administration of the Plan. All decisions and determinations of the Board respecting the Plan shall be binding upon the Optionees (as hereinafter defined) and conclusive.

3. ELIGIBILITY AND PARTICIPATION. The Board will designate those eligible employees who may participate in the Plan. Generally, participation in the Plan will be limited to those positions that can have a significant impact on the Company's or its subsidiaries' long-term results.

4. DESCRIPTION AND NUMBER OF SECURITIES OFFERED. The Shares offered shall be "Common Shares" (the "Shares") of the Company. The total number of Shares reserved for issuance under this Plan and any other employee or executive stock option or stock purchase plan shall be at all time ten percent (10%) of the issued and outstanding Shares of the Company. The number of Shares of the Company so reserved for issuance to any one person shall not exceed five percent (5%) of the issued and outstanding Shares of the Company.

5. GRANTS. The Board shall designate from time to time from among the eligible employees those employees (the "Optionees") to whom a grant (the "Grant") shall be made. The Board shall determine, at its discretion:
a. the number of Shares to which such Grant relates, with reference inter alia to the Market Value of the Shares and taking into consideration the Optionee's base salary;
b. subject to clause 7 hereto, the terms and conditions attaching thereto; and
c. the date on which the Grant becomes effective, subject to the following. Notwithstanding the foregoing, the Board shall not, during the period up to December 31, 1992, grant more than 400,000 options to purchase Shares.

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6. PRICE OF THE SHARES. For the purposes of the Plan, "Market Value" shall mean the average of the closing price of the Shares on The Montreal Exchange, The Toronto Stock Exchange and the American Stock Exchange (collectively, the "Exchanges") for the five trading days immediately preceding the day of Grant, subject to the rules and policies of the Exchanges. The price of the Shares to be purchased through the exercise of an option shall be determined by the Board. The Board may determine different prices for different Grants, but any such price shall never be less than the Market Value less the applicable discount authorized by the Exchanges.

7. OPTION PERIOD. The options granted by the Board shall not be exercisable immediately on the date of such Grant, but shall vest twenty-five percent (25%) per year over four (4) years. Accordingly, twenty-five percent (25%) of the options so granted shall be exercisable on or after the first anniversary of the Grant, or of the date such Grant becomes effective, as the case may be, and a further twenty-five percent (25%) of the options so granted shall be exercisable on or after each of the second, third and fourth anniversaries of the Grant, or of the date such Grant becomes effective, as the case may be.

8. PAYMENT OF THE SHARES. Each Optionee must pay in full for the Shares purchased by way of exercising an option under the Plan.

9. TERMINATION OF EMPLOYMENT AND DISABILITY

9.1 When an Optionee ceases to be an employee of the Company or one of its subsidiaries, for any reason other than retirement or death, any option held by the Optionee shall become void, unless the Board decides otherwise.
9.2 In the case of retirement, the Board, at its discretion, may allow the Optionee to exercise the options as they vest and accrue or over another period of time to be determined by the Board.
9.3 In the case of an Optionee's death, the estate of the Optionee shall be entitled to exercise any option for which rights have vested and accrued in the Optionee at the time of death and any other option not yet vested that the Board may determine within a period of time to be determined by the Board.

10. DURATION, AMENDMENT OR TERMINATION OF PLAN. The Board may amend or terminate the Plan at any time but, in such event, the rights of Optionees related to any options granted but unexercised under the Plan shall be preserved and maintained and no amendment can confer additional benefits upon Optionees or other eligible employees without prior approval by the shareholders of the Company.

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unexercised options will become exercisable immediately, but only to the extent necessary to enable an Optionee to tender his Shares should the Optionee so desire.

12. SUBDIVISION, CONSOLIDATION, CONVERSION OR RECLASSIFICATION. In the event that the Shares of the Company are subdivided, consolidated, converted or reclassified by the Company, or that any other action of a similar nature affecting such Shares is taken by the Company, any unexercised option shall be appropriately adjusted, and the number of Shares reserved for issuance under the Plan shall be adjusted in the same manner.

13. NECESSARY APPROVALS. The Company's obligation to issue and deliver Shares in accordance with the Plan, as well as any amendment thereto, is subject to the approval of regulatory authorities having jurisdiction over the Company's Shares.

14. RIGHTS NON-ASSIGNABLE. The rights of an Optionee pursuant to the provisions of this Plan are non-assignable.

15. GOVERNING LAW. The provisions of the Plan shall be interpreted in accordance with the laws of the Province of Quebec.

16. PARTICIPATION VOLUNTARY

16.1 The participation of an employee in the Plan is entirely voluntary and non obligatory and shall not be interpreted as conferring upon any such employee any rights or privileges other than those rights and privileges expressly provided in the Plan.
16.2 The Plan does not provide any guarantee against any loss or profit which may result from fluctuations in the Market Value of the Shares.

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EXHIBIT 4.2

INTERTAPE POLYMER GROUP INC.
AMENDED EXECUTIVE STOCK OPTION PLAN

1. PURPOSE OF THE PLAN. The purpose of the Executive Stock Option Plan (the "Plan") of Intertape Polymer Group Inc. (the "Company") is:
a. to promote a proprietary interest in the Company and its subsidiaries among their executives and directors;
b. to encourage the executives and directors to further the development of the Company and its subsidiaries; and
c. to attract and retain the key employees necessary for the Company's and its subsidiaries' long-term success.

4. DESCRIPTION AND NUMBER OF SECURITIES OFFERED. The Shares offered shall be "Common Shares" (the "Shares") of the Company. The total number of Shares reserved for issuance under the Plan shall be 1,202,621 Shares of the Company. The number of Shares of the Company so reserved for issuance to any one person shall not exceed five percent (5%) of the issued and outstanding Shares of the Company and the number of Shares issuable to any one insider and such insider's associates within a one-year period shall not exceed 5% of outstanding Shares. The number of Shares reserved for issuance pursuant to stock options granted to insiders under the Plan or any other compensation arrangement of the Company shall not exceed 10% of the outstanding Shares and the number of Shares issuable to insiders within a one-year period under the Plan or any other compensation arrangement of the Company shall not exceed 10% of the outstanding Shares.

5. GRANTS. The Board shall designate from time to time from among the eligible employees those employees (the "Optionees") and the directors of the Company to whom a grant (the "Grant") shall be made. The Board shall determine, at its discretion: the number of Shares

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to which such Grant relates, with reference inter alia to the Market Value of the Shares and taking into consideration with respect to an Optionee, the Optionee's base salary.

The directors of the Company who are not part of management will be granted five thousand (5,000) options, each vesting at the rate of one thousand (1,000) options per year with the first one thousand (1,000) options vesting on the day of the Grant. Any new non-management director will receive the same Grant of five thousand (5,000) options with the same vesting rate upon becoming a director. The Board shall take into consideration the market value of the Shares when such Grants are being made.

The Board shall determine, with respect to a Grant, at its discretion:

(i) subject to the provisions hereof, the terms and conditions attaching thereto; and
(ii) the date on which such Grant becomes effective.

6. PRICE OF THE SHARES. For the purposes of the Plan, "Market Value" shall mean the average of the closing price of the Shares on The Toronto Stock Exchange and the American Stock Exchange (collectively, the "Exchanges") for the day immediately preceding the day of Grant, subject to the rules and policies of the Exchanges. Notwithstanding the foregoing, the Market Value shall not be lower than the closing price of the Shares on The Toronto Stock Exchange for the day immediately preceding the day of Grant.

The price of the Shares to be purchased through the exercise of an option shall be determined by the Board. The Board may determine different price for different Grants, but any such price shall never be less than the Market Value.

7. OPTION PERIOD. The options granted by the Board shall expire not later than ten (10) years after the date of Grant. The options granted to employees shall not be exercisable immediately on the date of such Grant, but shall vest twenty-five percent (25%) per year over four (4) years. Accordingly, twenty-five percent (25%) of the options so granted to employees shall be exercisable on or after the first anniversary of the Grant, or of the date such Grant becomes effective, as the case may be, and a further twenty-five percent (25%) of the options so granted shall be exercisable on or after each of the second, third and fourth anniversaries of the Grant, or of the date such Grant becomes effective, as the case may be.

Unless otherwise determined by the Board, all vested options under a particular Grant which have not been previously exercised or canceled shall expire twenty-four (24) months after the date of vesting of the last tranche of such Grant.

8. PAYMENT OF THE SHARES. Each Optionee must pay in full for the Shares purchased by way of exercising an option under the Plan.

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9. TERMINATION OF EMPLOYMENT, RETIREMENT AND DEATH

9.2 When a director ceases to be a director of the Company, such director shall be entitled to exercise, within a period of three
(3) months from such an event, the options that have vested to the director at the time such director ceases to be a director of the Company. All the director's non-vested options shall be immediately canceled.

9.3 In the case of retirement, the Optionee shall be entitled to exercise, within a period of twelve ( 12) months from retirement, the options that have vested to the Optionee as at the time of retirement. All of the Optionee's non-vested options shall be immediately canceled.

9.4 In the case of an Optionee's or director's death, the estate of the Optionee or director shall be entitled to exercise, within a period of twelve ( 12) months from death, any option for which rights have vested to the Optionee or director as at the time of death. All of the Optionee's or director's non-vested options shall be immediately canceled.

10. DURATION, AMENDMENT OR TERMINATION OF PLAN. Subject to the approval of The Toronto Stock Exchange, the Board may amend or terminate the Plan at any time but, in such event, the rights of Optionees or directors related to any options granted but unexercised under the Plan shall be preserved and maintained and no amendment can confer additional benefits upon Optionees or directors or other eligible employees without prior approval by the shareholders of the Company.

11. OFFER FOR SHARES OF THE COMPANY. In the event that, at any time, a bona fide offer to purchase all or part of the Shares outstanding is made to all holders of Shares, notice of such offer shall be given by the Company to each Optionee and director and all granted but unexercised options will become exercisable immediately, but only to the extent necessary to enable an Optionee or director to tender his/her Shares should he/she so desire.

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13. NECESSARY APPROVAL. The Company's obligation to issue and deliver Shares in accordance with the Plan, as well as any amendment thereto, is subject to the approval of regulatory authorities having jurisdiction over the Company's Shares.

14. RIGHT NON-ASSIGNABLE. The rights of an Optionee or a director pursuant to the provisions of this Plan are non-assignable.

15. GOVERNING LAW. The provisions of the Plan shall be interpreted in accordance with the laws of the Province of Quebec.

16. PARTICIPATION VOLUNTARY

16.1 The participation of an employee or director in the Plan is entirely voluntary and non-obligatory and shall not be interpreted as conferring upon any such employee or director any rights or privileges other than those rights and privileges expressly provided in the Plan.
16.2 The Plan does not provide any guarantee against any loss or profit which may result from fluctuations in the Market Value of the Shares

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EXHIBIT 4.3

INTERTAPE POLYMER GROUP INC.
AMENDED EXECUTIVE STOCK OPTION PLAN

1. PURPOSE OF THE PLAN. The purpose of the Amended Executive Stock Option Plan (the "Plan") of Intertape Polymer Group Inc. (the "Company") is:
a. to promote a proprietary interest in the Company and its subsidiaries among their executives and directors;
b. to encourage the executives and directors to further the development of the Company and its subsidiaries; and
c. to attract and retain the key employees necessary for the Company's and its subsidiaries' long-term success.

4. DESCRIPTION AND NUMBER OF SECURITIES OFFERED. The shares offered shall be "Common Shares" (the "Shares") of the Company. The total number of Shares reserved for issuance under the Plan shall be 2,405,242 Shares of the Company. The number of Shares of the Company so reserved for issuance to any one person shall not exceed five percent (5%) of the issued and outstanding Shares of the Company and the number of Shares issuable to any one insider and such insider's associates within a one-year period shall not exceed 5% of outstanding Shares. The number of Shares reserved for issuance pursuant to stock options granted to insiders under the Plan or any other compensation arrangement of the Company shall not exceed 10% of the outstanding Shares and the number of Shares issuable to insiders within a one-year period under the Plan or any other compensation arrangement of the Company shall not exceed 10% of the outstanding Shares.

II-18

to which such Grant relates, with reference inter alia to the Market Value of the Shares and taking into consideration with respect to an Optionee, the Optionee's base salary.

The directors of the Company who are not part of management will be granted ten thousand (10,000) options, each vesting at the rate of two thousand (2,000) options per year with the first two thousand (2,000) options vesting on the day of the Grant. Thereafter, on an annual basis, the Board may, from time to time, grant to the directors of the Company who are not part of management two thousand (2,000) options, with the same vesting rate. Any new non-management director will receive a Grant of five thousand (5,000) options with the same vesting rate upon becoming a director. The Board shall take into consideration the market value of the Shares when such Grants are being made.

The Board shall determine, with respect to a Grant, at its discretion:

(i) subject to the provisions hereof, the terms and conditions attaching thereto; and
(ii) the date on which such Grant becomes effective.

8. PAYMENT OF THE SHARES. Each Optionee must pay in full for the Shares purchased by way of exercising an option under the Plan.

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9. TERMINATION OF EMPLOYMENT, RETIREMENT AND DEATH

9.1 When an Optionee ceases to be an employee of the Company or one of its subsidiaries, for any reason other than retirement or death, the Optionee shall be entitled to exercise, within a period of three (3) months from termination of employment, the options that have vested to the Optionee as at the time of termination. All of the Optionee's non-vested options shall be immediately canceled.
9.2 When a director ceases to be a director of the Company, such director shall be entitled to exercise, within a period of three
(3) months from such an event, the options that have vested to the director at the time such director ceases to be a director of the Company. All the director's non-vested options shall be immediately canceled.
9.3 In the case of retirement, the Optionee shall be entitled to exercise, within a period of twelve (12) months from retirement, the options that have vested to the Optionee as at the time of retirement. All of the Optionee's non-vested options shall be immediately canceled.
9.4 In the case of an Optionee's or director's death, the estate of the Optionee or director shall be entitled to exercise, within a period of twelve (12) months from death, any option for which rights have vested to the Optionee or director as at the time of death. All of the Optionee's or director's non-vested options shall be immediately canceled.

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14. RIGHT NON-ASSIGNABLE. The rights of an Optionee or a director pursuant to the provisions of this Plan are non-assignable.

15. GOVERNING LAW. The provisions of the Plan shall be interpreted in accordance with the laws of the Province of Quebec.

16. PARTICIPATION VOLUNTARY.

16.1 The participation of an employee or director in the Plan is entirely voluntary and non obligatory and shall not be interpreted as conferring upon any such employee or director any rights or privileges other than those rights and privileges expressly provided in the Plan.
16.2 The Plan does not provide any guarantee against any loss or profit which may result from fluctuation in the Market Value of the Shares.

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EXHIBIT 5.1
OPINION OF STIKEMAN, ELLIOTT
[Stikeman, Elliott Letterhead]
October 22, 1999

Intertape Polymer Group Inc.
110 E. Montee de Liesse Blvd.
St. Laurent, Quebec
Canada H4T 1N4

RE: REGISTRATION STATEMENT ON FORM S-8

Dear Sirs/Madames:

We have reviewed the registration statement on Form S-8 to be filed by Intertape Polymer Group Inc. (the "Registrant"), with the United States Securities and Exchange Commission (the "SEC") on or about October 25, 1999 (the "Registration Statement") in connection with the registration under the United States Securities Act of 1933, as amended, of an aggregate of 2,405,242 common shares, no par value, (the "Shares") of the Registrant issuable pursuant to the Registrant's Amended Executive Stock Option Plan (the "Plan"). As the Registrant's Canadian general counsel, we have examined and relied as to matters of fact upon, documents filed with the SEC by the Registrant, and upon originals or copies, certified or otherwise identified to our satisfaction, of 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, the legal capacity of all natural persons 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 Shares reserved for issuance (the "Reserved Shares") pursuant to the Plan, have been duly authorized and upon issuance thereof in accordance with the terms of the Plan and any agreement evidencing the options being exercised, will be validly issued as fully-paid and non-assessable.

The foregoing opinion is limited to the laws of the Province of Quebec, Canada, 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 and to the use of our name whenever appearing in the Registration Statement and any documents incorporated therein by reference, and any amendments to the Registration Statement.

Yours very truly,

STIKEMAN, ELLIOTT

/ Stikeman, Elliott /

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EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Executive Stock Option Plan, the Amended Executive Stock Option Plan (1996), and the Amended Executive Stock Option Plan (1997) of Intertape Polymer Group Inc. of our report dated March 9, 1999, on the Consolidated Financial Statements of Intertape Polymer Group Inc., included in the Annual Report on Form 20-F filed with the Securities and Exchange Commission on May 28, 1999.

/ Raymond Chabot Grant Thornton /

General Partnership
Chartered Accountants

Montreal, Canada
October 25, 1999