As filed with the Securities and Exchange Commission on November 7, 2012
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
INTERTAPE POLYMER GROUP INC.
(Exact name of registrant as specified in its
charter)
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Canada
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None
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(State or other jurisdiction of incorporation
or organization)
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(I.R.S. Employer Identification No.)
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9999 Cavendish Blvd., Suite 200, Ville St. Laurent, Quebec, Canada H4M 2X5
(Address of principal executive offices, including zip code)
Executive Stock Option Plan (as Amended and Consolidated to September 6, 2012)
(Full title of the plan)
Burgess H. Hildreth
Intertape Polymer Group Inc.
3647 Cortez Road West
Bradenton, Florida 34210
(941) 739-7500
(Name and address of agent for service)
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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Non-accelerated filer
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Accelerated filer
x
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Smaller reporting company
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CALCULATION OF REGISTRATION FEE
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Title of Securities to
be
Registered
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Amount to
be
registered
(1)(2)
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Proposed
maximum
offering price
per
share
(3)
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
(4)
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Common shares, no par
value
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385,000
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$1.80
(5)
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$693,000
(5)
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$94.53
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Common shares, no par
value
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490,000
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$1.55
(6)
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$759,500
(6)
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$103.60
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Common shares, no par
value
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931,567
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$6.92
(7)
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$6,446,443.64
(7)
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$879.29
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Total
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1,806,567
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$1,077.42
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(1)
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This Registration Statement covers 1,806,567 additional shares of common stock, no par value, of Intertape Polymer Group Inc. (the
“Registrant”) available for issuance under the Registrant’s Executive Stock Option Plan (as amended and consolidated to September 6, 2012) (the “Plan”). These shares consist of 385,000 shares subject to outstanding
stock options granted under the Plan on June 7, 2011 at an exercise price of CDN$1.80, 490,000 shares subject to outstanding stock options granted under the Plan on June 7, 2011 at an exercise price of CDN$1.55, and 931,567 shares that may
be issued under options to be granted in the future under the Plan.
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(2)
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This Registration Statement also covers any additional shares of common stock of the Registrant that become issuable pursuant to awards by reason of
any stock dividend, stock split, recapitalization or other similar transaction that results in an increase in the number of the outstanding shares of common stock of the Registrant.
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(3)
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The offering price per share amount is represented on an as converted basis from Canadian dollars to U.S. dollars as of October 31, 2012.
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(4)
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Pursuant to General Instruction E to Form S-8, a filing fee is only being paid with respect to the registration of additional securities for the
Plan. Registration Statements on Form S-8 have previously been filed with respect to an aggregate of 4,094,538 common shares issuable under the Plan, as follows: Form S-8 filed on October 27, 1999, with respect to 2,405,242 common shares (File
No. 333-89763); Form S-8 filed on April 28, 2004, with respect to 956,419 common shares (File No. 333-114960); and Form S-8, filed on July 5, 2006 with respect to 732,877 common shares (File No. 333-135599).
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(5)
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Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, based on the exercise price (per share
and in the aggregate) of the options granted under the Plan, which is the U.S. Dollar equivalent of CDN$1.80.
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(6)
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Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, based on the exercise price (per share
and in the aggregate) of the options granted under the Plan, which is the U.S. Dollar equivalent of CDN$1.55.
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(7)
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Calculated solely for purposes of this offering under Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, on the basis of the average
of the high and low selling prices per share of common shares of the Registrant on October 31, 2012, as reported on the Toronto Stock Exchange.
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EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, we are
filing this Registration Statement on Form S-8 solely to register an additional 1,806,567 common shares, no par value, available for issuance under the Plan. Pursuant to Instruction E, the contents of the following earlier registration statements
are incorporated herein by reference and made a part hereof, except to the extent supplemented, amended or superseded by the information set forth herein: Form S-8 filed on October 27, 1999 (File No. 333-89763); Form S-8 filed on
April 28, 2004 (File No. 333-114960); and Form S-8 filed on July 5, 2006 (File No. 333-135599).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The contents of the Registration Statements on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on October 27, 1999 (File No. 333-89763); on
April 28, 2004 (File No. 333-114960); and on July 5, 2006 (File No. 333-135599), by Intertape Polymer Group Inc. are incorporated herein by reference. In addition, the following new documents filed with the Commission by the
Registrant are incorporated herein by reference:
(1) Annual Report on Form
20-F for the fiscal year ended December 31, 2011 filed March 7, 2012.
(2) The description of Intertape Polymer Group Inc.’s common shares contained in Form
8-A filed November 13, 1991 (File No. 001-10928), including any amendment or report updating this description.
(3) Reports on Form 6-K filed on April 4, 2012, May 9,
2012, May 9, 2012, May 16, 2012, May 18, 2012, June 6, 2012, June 19, 2012, June 19, 2012, June 26, 2012, June 28, 2012, August 3, 2012, August 15,
2012, August 15, 2012, September 5, 2012, September 7, 2012, and September 10, 2012.
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All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended, since the end of the fiscal year covered by Intertape Polymer Group Inc.’s annual report referenced in (1) above.
All documents subsequently filed by Intertape Polymer Group Inc. pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of this Registration Statement and
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 8:
Exhibits
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Exhibit Number
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Document Description
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4.1
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Executive Stock Option Plan (as amended and consolidated to September 6, 2012)
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5.1
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Opinion of Heenan Blaikie LLP regarding legality of securities being registered
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23.1
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Consent of Counsel (contained in Exhibit 5.1)
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23.2
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Consent of Independent Registered Public Accounting Firm
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24.1
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Power of Attorney (included on Signature Page of this Registration Statement)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Intertape Polymer Group Inc. 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 Ville St. Laurent, Province of Quebec, Canada, on November 6, 2012.
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INTERTAPE POLYMER GROUP INC.
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By:
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/s/ Gregory A. Yull
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Name: Gregory A. Yull
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Title: Chief Executive Officer
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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.
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Gregory A. Yull or Bernard J. Pitz 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.
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Signature
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Title
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Date
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Director and Chief Executive
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November 6,
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/s/ Gregory A. Yull
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Officer (Principal Executive
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2012
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Gregory A. Yull
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Officer)
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Chief Financial Officer
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November 6,
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/s/ Bernard J. Pitz
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(Principal Financial and
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2012
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Bernard J. Pitz
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Accounting Officer)
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Chairman of the Board
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November 6,
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/s/ Eric E. Baker
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Director
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2012
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Eric E. Baker
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Director
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November 6,
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/s/ Robert M. Beil
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2012
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Robert M. Beil
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5
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Director
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November 6,
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/s/ George J. Bunze
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2012
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George J. Bunze
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Director
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November 6,
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/s/ Melbourne F. Yull
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2012
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Melbourne F. Yull
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Director
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November 6,
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/s/ Jorge N. Quintas
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2012
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Jorge N. Quintas
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Director
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November 6,
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/s/ Robert J. Foster
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2012
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Robert J. Foster
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Director
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November 6,
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/s/ James Pantelidis
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2014
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James Pantelidis
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United States Authorized
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November 6,
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/s/ Burgess H. Hildreth
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Representative
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2012
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Burgess H. Hildreth
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6
EXHIBIT INDEX
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Exhibit Number
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Document Description
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4.1
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Executive Stock
Option Plan (as amended and consolidated to September 6, 2012)
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5.1
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Opinion of
Heenan Blaikie LLP regarding legality of Securities being registered
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23.1
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Consent of
Counsel (contained in Exhibit 5.1)
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23.2
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Consent of
Independent Registered Public Accounting Firm
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24.1
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Power of
Attorney
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7
EXHIBIT 4.1
INTERTAPE POLYMER GROUP INC.
EXECUTIVE STOCK OPTION PLAN
(as amended and consolidated to September 6, 2012)
(number of options equal to 10% of the issued and outstanding shares of the Company
from time-to-time effective September 7, 2007)
(unallocated options ratified by shareholders on September 6, 2012)
The purpose of the Amended Executive Stock Option Plan (the “
Plan
”) of Intertape Polymer Group Inc. (the “
Company
”) is:
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(a)
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to promote a proprietary interest in the Company and its subsidiaries among their executives and directors;
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(b)
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to encourage the executives and directors of the Company and of its subsidiaries to further the development of the Company and its subsidiaries; and
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(c)
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to attract and retain the key employees necessary for the Company’s and its subsidiaries’ long-term success.
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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 Directors (as hereinafter defined) and conclusive.
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3.
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ELIGIBILITY AND PARTICIPATION
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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. Directors (as hereinafter defined) will be eligible under the Plan to receive grants in accordance with Section 5 hereof.
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4.
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DESCRIPTION AND NUMBER OF SECURITIES OFFERED
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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 equal to ten percent of the
issued and outstanding Shares of the Company from time-to time. 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 issuable at any time 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 issued 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.
The Board shall designate from time to time from among the eligible employees those employees (the “
Optionees
”) and the directors of the Company and of its subsidiaries (collectively, the
“
Directors
” and individually, a “
Director
”) to whom a grant (the “
Grant
”) shall be made. The Board shall determine, at its discretion, the number of Shares 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 Board shall determine, with respect to a Grant, at its discretion:
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(i)
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subject to the provisions hereof, the terms and conditions attaching thereto; and
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(ii)
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the date on which such Grant becomes effective.
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The aggregate maximum number of options to purchase Shares that may be granted under the Plan to Directors who are not part of management shall not exceed one percent (1%) of outstanding Shares of
the Company.
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 New York Stock Exchange (collectively, the
“
Exchanges
”) for the day immediately preceding the effective date of the 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 effective date of the 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. The options granted under the Plan
may not at any time be repriced.
The options granted by the Board shall expire not later than ten (10) years after the effective date of the Grant. The options granted to Optionees shall not be exercisable immediately on the
effective 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 Optionees shall be exercisable on or after the first anniversary
of the effective date of the Grant 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 effective date of the Grant. The options granted to
Directors, who are not officers of the Corporation, shall vest as to twenty-five percent (25%) of the options so granted to Directors on the effective date of the Grant and a further twenty-five percent (25%) of the options so granted
shall be exercisable on or after each of the first, second and third anniversaries of the effective date of the Grant 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.
Each Optionee and each Director must pay in full for the Shares purchased by way of exercising an option under the Plan.
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9.
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TERMINATION OF EMPLOYMENT, RETIREMENT AND DEATH
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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, 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. 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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10.
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DURATION, AMENDMENT OR TERMINATION OF PLAN
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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.
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11.
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OFFER FOR SHARES OF THE COMPANY
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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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12.
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SUBDIVISION, CONSOLIDATION, CONVERSION OR RECLASSIFICATION
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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.
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.
The rights of an Optionee or a Director pursuant to the provisions of this Plan are non-assignable.
The provisions of the Plan shall be interpreted in accordance with the laws of the Province of Quebec.
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16.
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PARTICIPATION VOLUNTARY
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16.1 The participation of an Optionee or Director in the Plan is entirely voluntary and non obligatory and shall not be interpreted as conferring upon any
such Optionee 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.
EXHIBIT 5.1
Heenan Blaikie Opinion
[Heenan Blaikie LLP Letterhead]
November 7, 2012
Intertape Polymer Group
Inc.
9999 Cavendish Boulevard, Suite 200
Ville St. Laurent, Quebec, Canada H4M 2X5
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 Securities and Exchange Commission on or about November 7,
2012 (the “Registration Statement”) in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 1,806,567 Common Shares, no par value (the “Option Shares”), of the Registrant issuable
pursuant to the Registrant’s Executive Stock Option Plan (as amended and consolidated to September 6, 2012) (the “Plan”). As the Registrant’s Canadian general 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 Option Shares, when issued in accordance with the terms of the Plan and any agreement evidencing the options being exercised, will be validly issued, fully-paid and non-assessable.
The foregoing opinion is limited to the laws of the Province of Quebec and the federal laws of 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,
HEENAN BLAIKIE LLP
/s/ Heenan Blaikie LLP
