As filed with the Securities and Exchange Commission on June 9, 2016
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
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H4M 2X5
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(Address of Principal Executive Offices)
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(Zip Code)
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INTERTAPE POLYMER GROUP INC.
2014 Deferred Share Unit Plan
(Full title of the plan)
Jeffrey
Crystal
Intertape Polymer Group Inc.
100 Paramount Drive, Suite 300
Sarasota, Florida 34232
(Name and address of agent for service)
(941) 739-7522
(Telephone number, including area code, of agent for service)
Copies of all communications to:
Michael M. Mills, Jr., Esq.
Holland & Knight LLP
100 North Tampa Street, Suite 4100
Tampa, Florida 33602
Phone: (813) 227-8500
Fax: (813) 229-0134
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.
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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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)
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Proposed
maximum
offering price
per share(2)(3)
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Proposed
maximum
aggregate
offering price(2)(3)
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Amount of
registration
fee(2)(3)
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Common Shares, no par value, reserved under 2014 Deferred
Share Unit Plan
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250,000
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USD $14.90
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USD $3,725,000
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USD $375.11
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(1)
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The provisions of Rule 416 under the Securities Act of 1933 shall apply to this Registration Statement and the number of shares registered on this Registration Statement shall increase or decrease as a result of stock
splits, stock dividends or similar transactions.
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(2)
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Estimated solely for the purpose of calculating the registration fee. The fee is calculated upon the basis of the average between the high and low sales prices for shares of common stock of the Registrant as reported on
the Toronto Stock Exchange on June 2, 2016.
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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 June 2, 2016.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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ITEM 1.
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Plan Information.
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Not filed as part of this Registration Statement pursuant to the Note to Part I of
Form S-8.
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ITEM 2.
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Registrant Information and Employee Plan Annual Information.
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Not filed as part of this Registration
Statement pursuant to the Note to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
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ITEM 3.
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INCORPORATION OF DOCUMENTS BY REFERENCE.
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The following documents filed with the Commission by the
Registrant, Intertape Polymer Group Inc., a Canadian corporation, are incorporated by reference in this Registration Statement:
(a) The Registrant’s
Annual Report on Form 20-F for the fiscal year ended December 31, 2015, filed March 31, 2016;
(b) All other reports filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year ended December 31, 2014; and
(c) The description of the Common Stock contained in the Registrant’s Registration Statement on Form 8-A, dated November 13, 1991, filed
pursuant to Section 12(g) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.
All documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents.
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ITEM 4.
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DESCRIPTION OF SECURITIES.
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Not applicable.
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ITEM 5.
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INTERESTS OF NAMED EXPERTS AND COUNSEL.
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Not applicable.
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ITEM 6.
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INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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Under the Canada Business Corporations Act,
Intertape Polymer Group Inc. may indemnify its present or former directors or officers or other persons who act or acted at Intertape Polymer Group Inc.’s request as a director or officer, or a person acting in a similar capacity, of another
entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal, administrative, investigative or other proceeding in which he
or she is involved because of his or her association with Intertape Polymer Group Inc. or such other entity, and provided that he or she acted honestly and in good faith with a view to Intertape Polymer Group Inc.’s best interests or, as the
case may be, to the best interests of the other entity for which he or she acted as a director or officer or in a similar capacity at Intertape Polymer Group Inc.’s request, and, in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, if he or she had reasonable grounds for believing that his or her conduct was lawful. Intertape Polymer Group Inc. may, with the approval of a court, indemnify the foregoing persons in respect of an action by
or on behalf of Intertape Polymer Group Inc. or other entity to procure a judgment in its favor, to which the person is made a party because of the person’s association with Intertape Polymer Group Inc. or other entity, as described above,
against all costs, charges and expenses reasonably incurred by the person in connection with such action, subject to certain conditions being fulfilled to the satisfaction of the court.
Notwithstanding the foregoing, present or former directors or officers of Intertape Polymer Group Inc., or other persons who act or acted at
Intertape Polymer Group Inc.’s request as a director or officer, or a person acting in a similar capacity, of another entity, are entitled to indemnification from Intertape Polymer Group Inc. in respect
II-1
of all costs, charges and expenses reasonably incurred by such person in connection with the defense of any civil, criminal, administrative, investigative or other proceeding to which the person
is subject because of the person’s association with Intertape Polymer Group Inc. or other entity as described above, if the person seeking indemnification was not judged by the court or other competent authority to have committed any fault or
omitted to do anything that the person ought to have done, and provided that the person acted honestly and in good faith with a view to Intertape Polymer Group Inc.’s best interests or, as the case may be, to the best interests of the other
entity for which the person acted as a director or officer or in a similar capacity at Intertape Polymer Group Inc.’s request, and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, if the
person had reasonable grounds for believing that his or her conduct was lawful.
The by-laws of Intertape Polymer Group Inc. provide that,
except in respect of an action by or on behalf of Intertape Polymer Group Inc. or another body corporate, and subject to the limitations contained in the Canada Business Corporations Act, Intertape Polymer Group Inc. shall indemnify each director
and officer of Intertape Polymer Group Inc. and each former director and officer of Intertape Polymer Group Inc. and each person who acts or acted at Intertape Polymer Group Inc.’s request as a director or officer of another body corporate and
any person who acts or acted in a similar capacity of another body corporate, and his heirs and legal representatives, against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, reasonably incurred
by him or her in respect of any civil, criminal, administrative, investigative or other proceeding to which he or she is involved because of that association with Intertape Polymer Group Inc. or another corporate body, as the case may be, if
(i) he or she acted honestly and in good faith with a view to the best interests of Intertape Polymer Group Inc. or, as the case may be, to the best interests of another body corporate for which he or she acted as a director or officer or in a
similar capacity at Intertape Polymer Group Inc.’s request, and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her
conduct was lawful. Intertape Polymer Group Inc. may also indemnify such person in such other circumstances as the Canada Business Corporation Act or law permits or requires. The by-laws do not limit the right of any person entitled to
indemnification to claim indemnity apart from the provisions of the by-laws.
A directors’ and officers’ liability insurance
policy is maintained by Intertape Polymer Group Inc., which insures directors and officers for losses as a result of claims against the directors and officers of Intertape Polymer Group Inc. in their capacity as directors and officers and also
reimburses Intertape Polymer Group Inc. for payments made pursuant to the indemnity provisions under the Canada Business Corporation Act and the By-Laws of Intertape Polymer Group Inc. The general effect of the foregoing provisions may be to reduce
the circumstances in which an officer or director may be required to bear the economic burden of the foregoing liabilities and expense.
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, Intertape Polymer Group Inc. has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against United States public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable in the United States.
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ITEM 7.
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EXEMPTION FROM REGISTRATION CLAIMED.
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Not applicable.
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4.1
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Intertape Polymer Group Inc. 2014 Deferred Share Unit Plan.
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5.1
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Opinion of Fasken Martineau DuMoulin LLP regarding legality of the securities being registered.
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23.1
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Consent of Counsel (included in Exhibit 5.1).
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23.2
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Consent of Raymond Chabot Grant Thornton LLP.
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24.1
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Powers of Attorney (included on signature page).
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(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 this 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 this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the
Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 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 this Registration Statement or any material change to such information in this Registration Statement.
Provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this 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) If the registrant is a foreign private issuer, to file a post-effective amendment to the registration
statement to include any financial statements required by “Item 8.A. of Form 20-F (17 CFR 249.220f)” 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.
(b) 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 Exchange Act (and, where applicable, each filing of
an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) 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) 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 Securities Act of 1933 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 Securities Act of 1933 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, Intertape Polymer Group Inc., a corporation organized and existing under the laws
of Canada, 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 Sarasota, State of Florida, on June 9, 2016.
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INTERTAPE POLYMER GROUP INC.
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By:
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/s/ Jeffrey Crystal
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Jeffrey Crystal, Chief Financial Officer
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POWER OF ATTORNEY
We, the undersigned officers and directors of Intertape Polymer Group Inc., hereby severally constitute and appoint Gregory A.C. Yull and Jeffrey Crystal,
each acting alone as an attorney-in-fact with the full power of substitution, for and in the name, place and stead of each of us in any and all capacities, to sign any and all amendments 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, hereby ratifying and confirming all that said attorneys-in-fact, or either of 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.
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Signatures
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Title
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Date
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By:
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/s/ Gregory A.C. Yull
Gregory A.C. Yull
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Chief Executive Officer and President and
Director (Principal Executive Officer)
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June 9, 2016
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By:
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/s/ Jeffrey Crystal
Jeffrey Crystal
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Chief Financial Officer (Principal Financial
and Accounting Officer)
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June 9, 2016
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By:
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/s/ George J. Bunze
George J. Bunze, CMA
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Chairman of the Board of Directors
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June 9, 2016
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By:
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/s/ Robert J. Foster
Robert J. Foster
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Director
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June 9, 2016
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By:
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/s/ James Pantelidis
James Pantelidis
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Director
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June 9, 2016
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By:
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/s/ Jorge N. Quintas
Jorge N. Quintas
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Director
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June 9, 2016
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By:
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/s/ Frank Di Tomaso
Frank Di Tomaso
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Director
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June 9, 2016
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By:
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/s/ Melbourne F. Yull
Melbourne F. Yull
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Director
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June 9, 2016
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By:
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/s/ Mary Pat Salomone
Mary Pat Salomone
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Director
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June 9, 2016
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By:
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/s/ Robert M. Beil
Robert M. Beil
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Director
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June 9, 2016
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By:
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/s/ Nolan E. Line
Nolan E. Line
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United States Authorized Representative
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June 9, 2016
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II-4
INDEX OF EXHIBITS
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4.1
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Intertape Polymer Group Inc. 2014 Deferred Share Unit Plan.
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5.1
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Opinion of Fasken Martineau DuMoulin LLP regarding legality of the securities being registered.
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23.1
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Consent of Counsel (included in Exhibit 5.1).
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23.2
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Consent of Raymond Chabot Grant Thornton LLP.
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24.1
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Powers of Attorney (included on signature page).
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Exhibit 4.1
INTERTAPE POLYMER GROUP INC.
DEFERRED SHARE UNIT PLAN FOR NON-EXECUTIVE DIRECTORS
For the purposes hereof and unless the context otherwise requires:
“
Board
” means the board of directors of the Corporation;
“
Board Retainer
” means all fees payable to a Participant as a member of the Board or lead director or as a member or chair of
a committee of the Board;
“
CFO
” means the Chief Financial Officer of the Corporation;
“
Committee
” means the Human Resources and Compensation Committee of the Board;
“
Corporation
” means Intertape Polymer Group Inc. or its successor;
“
Deferred Remuneration
” means, in respect of a Participant, the amount of a Participant’s Board Retainer which the
Participant has elected to receive in the form of DSUs;
“
DSU
” means a deferred share unit which represents the right of
a Participant to receive a Share in accordance with the Plan;
“
DSU Value
” means the volume weighted average trading
price of the Shares on the TSX for the five (5) trading days preceding the date on which the DSU Value is determined;
“
Election Notice
” has the meaning set out in paragraph 4.3;
“
Expiry Date
” means the business day preceding December 31 of the calendar year during which a Participant ceases to be
a director of the Corporation;
“
Participant
” means any member of the board of directors of the Corporation who is not an
executive officer or employee of the Corporation;
“
Plan
” means this Deferred Share Unit Plan for Non-Executive Directors
of Intertape Polymer Group Inc.;
“
Settlement Date
” means the date of receipt of a DSU settlement request in accordance
with paragraph 6.1 or the date of automatic settlement of a DSU pursuant to paragraph 6.2, as applicable;
“
Shares
” means common shares in the share capital of the Corporation, and includes any shares of the Corporation into which
such shares may be changed, classified, reclassified, subdivided, consolidated or converted from time to time;
“
Termination
Notice
” has the meaning set out in paragraph 4.6;
“
TSX
” means the Toronto Stock Exchange; and
“
Withholding Amount
” has the meaning given thereto in paragraph 7.1.
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The purpose of the Plan is to provide Participants with a form of
compensation which promotes a greater alignment of the interests of the Participants and the shareholders of the Corporation in creating long-term shareholder value.
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3.1
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The Plan is under the direction of the Board. The Committee shall make recommendations to the Board in relation to the Plan and DSU awards. The Board, in its sole discretion, shall have full and complete authority to
administer and interpret the Plan and to prescribe such rules and regulations and make such other determinations as it deems necessary or useful for the administration of the Plan. All decisions and interpretations of the Board shall be binding on
all persons, including the Corporation and Participants.
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3.2
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Neither any member of the Board or the Committee nor any delegate thereof shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and the
members of the Board and the Committee and any delegate thereof shall be entitled in all cases to indemnification and reimbursement by the Corporation in respect of any claim, loss, damage or expense (including, without limitation, reasonable
attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under the Corporation’s articles or by-laws or any directors’ and officers’ liability insurance coverage which may be in effect from
time to time and/or any indemnification agreement between such individual and the Corporation.
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4.
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Participation in the Plan
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4.1
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The Board, upon the recommendation of the Committee, may in its sole discretion grant DSUs to one or more Participants from time-to-time.
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4.2
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In addition, each Participant may elect to receive in lieu of cash either fifty percent (50%) or one hundred percent (100%) of such Participant’s Board Retainer, net of any applicable withholdings, in the
form of DSUs.
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4.3
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Each Participant who elects to participate in the Plan pursuant to paragraph 4.2 for a given calendar year must send to the Chief Financial Officer of the Corporation (the “
CFO
”) a written
notice to that effect (an “
Election Notice
”) prior to December 31 of the previous calendar year. Each Participant who is a newly-elected or appointed director and who elects to participate in the Plan pursuant to
paragraph 4.2 for the then-current calendar year must send to the CFO an Election Notice within fifteen (15) days of his or her election or appointment, but prior to the receipt of the first Board Retainer payment. For the calendar year
ending December 31, 2014, each Participant who elects to participate in the Plan must send to the CFO an Election Notice within fifteen (15) days of the adoption of the Plan. The election made in an Election Notice in respect of the Board
Retainer of a given calendar year will be irrevocable for that calendar year.
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4.4
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The Election Notice shall be deemed to apply to all subsequent calendar years until such time as the Participant shall send to the CFO an Election Notice containing different instructions or a Termination Notice (in
which case the new Election Notice or Termination Notice, as applicable, shall apply to the calendar year following the calendar year during which it was sent to the CFO).
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4.5
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If no Election Notice is received in accordance with paragraph 4.3, and no prior Election Notice is deemed to apply in accordance with paragraph 4.4, the Participant shall be deemed to have elected not to
participate in the Plan and such Participant’s Board Retainer shall be paid in cash.
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4.6
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Each Participant is entitled to terminate his or her participation in the Plan for a given calendar year by sending a written notice to that effect (a “
Termination Notice
”) to the CFO prior to
December 31 of the previous calendar year.
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5.1
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In addition to DSUs granted at the sole discretion of the Board pursuant to paragraph 4.1, each Participant shall receive such number of DSUs as is obtained by dividing the Deferred Remuneration payable
semi-annually to the Participant by the DSU Value on the date on which the DSUs are awarded, with such DSUs being awarded to Participants on a semi-annual basis.
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5.2
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DSUs awarded to Participants shall be credited in the registers maintained by the Corporation, but will not be represented by any certificate or other document.
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6.1
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A Participant who ceases to be a director of the Corporation (or, if deceased, his or her legal representatives) may request the settlement of all (but not less than all) of such Participant’s DSUs at any time
during the period between the date on which such Participant ceases to be a director and the Expiry Date, in such manner as the Board may determine from time to time and in accordance with such rules and regulations as the Board may prescribe from
time to time.
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6.2
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Any DSU which has not been settled prior to the Expiry Date shall be automatically settled on the Expiry Date.
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6.3
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As soon as reasonably practicable following the Settlement Date, the Corporation shall settle the DSUs by delivering to the Participant (or, if deceased, such Participant’s legal representatives), at the sole
discretion of the Corporation, any of the following:
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(i)
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a number of Shares acquired on the open market equal to the number of settled DSUs;
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(ii)
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a number of Shares issued by the Corporation equal to the number of settled DSUs; or
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(iii)
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any combination of clauses (i) and (ii) above.
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6.4
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Any Shares issued under the Plan to a Participant shall be considered fully paid in consideration of past services rendered by such Participant that are not less in value than the fair equivalent of the money that the
Corporation would have received if the Shares had been issued for money.
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6.5
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No fractional Share shall be delivered to a Participant under the Plan. Any fractional Share entitlement shall be satisfied by the payment of an amount in cash equal to such fractional Share entitlement multiplied by
the DSU Value on the Settlement Date.
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7.1
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The Corporation may withhold, or cause to be withheld, and deduct, or cause to be deducted, from any Shares to be issued or delivered to a Participant upon settlement of the Participant’s DSUs, a number of Shares
equivalent in value to any amount the Corporation is entitled or required to withhold or deduct on account of income taxes, social security charges or other deductions that may be required by any applicable law or by any Canadian, foreign, federal,
provincial, territorial, state or local governmental authority in respect of (i) the grant, earning, vesting, surrender, disposition or settlement of a DSU or any interest therein, (ii) the receipt of Shares under the Plan, or
(iii) any payment or benefit under the Plan (the “
Withholding Amount
”). Any Withholding Amount retained or received from the Participant or realized by the Corporation will be remitted to the appropriate governmental authority
by the Corporation. Any determination by the Corporation pursuant to this paragraph 7.1 with respect to a Withholding Amount shall be final and binding on the Participant.
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7.2
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The Participant acknowledges and agrees that the Corporation shall have the right to require payment by the Participant of the Withholding Amount, and may take any means necessary to obtain payment from the Participant
thereof, including:
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(a)
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permitting the Participant to pay to the Corporation the Withholding Amount; and
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(b)
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withholding the necessary amount from the Participant’s settlement of the DSUs in a manner determined by the Corporation in its discretion, from other cash remuneration payments, or from any other amounts owing by
the Corporation to the Participant.
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7.3
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If the Corporation does not withhold an amount or require payment of an amount by a Participant sufficient to satisfy all obligations referred to in paragraph 7.1, the Participant shall forthwith make
reimbursement, on demand, in cash, of any amount paid by the Corporation to a governmental authority to satisfy any such obligation.
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No DSU or any interest therein shall be assignable or transferable by
the Participant other than by will or under the laws of succession.
A Participant shall have no rights as a shareholder of the
Corporation with respect to any Shares underlying such Participant’s DSUs until the Participant shall have become the holder of record of such Shares.
- 5 -
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10.
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Shares Subject to this Plan
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10.1
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The total number of Shares that may be issued under this Plan shall not exceed two hundred fifty thousand (250,000) Shares, subject to the adjustment under paragraph 11.
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10.2
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The number of Shares:
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(i)
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issued to insiders of the Corporation, within any one-year period, and
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(ii)
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issuable to insiders of the Corporation, at any time,
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under this Plan, or when combined with
all of the Corporation’s other security-based compensation arrangements, shall not exceed ten percent (10%) of the total issued and outstanding Shares, respectively.
For the purposes of the foregoing, the term “insider” shall mean those who are “reporting insiders” of the Corporation as
defined in
National Instrument 55-104—Insider Reporting Requirements and Exemptions
of the Canadian Securities Administrators.
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11.
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Effects of Alteration of Share Capital
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In the event of any reorganization, change in
the number of issued and outstanding Shares of the Corporation by reason of any stock dividend, stock split, reverse stock split, recapitalization, merger, consolidation, combination or exchange of shares or other similar corporate change, an
equitable adjustment shall be made by the Board, by adjusting (i) the kind of Shares deliverable under the Plan, (ii) the number and/or kind of Shares underlying outstanding DSUs, (iii) the factors and manner in which the settlement
amount of a DSU is to be determined, or (iv) any other term and condition of the DSUs. Such adjustment shall be final and binding on all parties.
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12.
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Amendment and Termination
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12.1
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The Board bears full responsibility with regard to the Plan, which includes, but is not limited to, the power and authority to amend, suspend or terminate the Plan, in whole or in part, or amend the terms and conditions
of outstanding DSUs, provided that such amendment, suspension or termination shall not adversely alter or impair any DSU previously granted.
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12.2
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Subject to the exceptions set out below, the Board of Directors may amend, suspend or terminate this Plan, or any portion thereof, at any time, and may do so without shareholder approval, subject to those provisions of
applicable law, if any, that require the approval of shareholders or any governmental or regulatory body. Without limiting the generality of the foregoing, the Board of Directors may make the following types of amendments to the Plan without seeking
shareholder approval:
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(a)
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amendments of a “housekeeping” or ministerial nature including, without limiting the generality of the foregoing, any amendment for the purpose of curing any ambiguity, error or omission in the Plan or to
correct or supplement any provision of the Plan that is inconsistent with any other provision of the Plan;
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- 6 -
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(b)
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amendments necessary to comply with the provisions of applicable law (including, without limitation, the rules, regulations and policies of the TSX);
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(c)
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amendments necessary in order for DSUs to qualify for favourable treatment under applicable taxation laws;
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(d)
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amendments respecting administration of the Plan;
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(e)
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any amendment to any DSU, whether or not such DSU is held by an insider, provided such amendment does not entail an extension beyond the original Expiry Date;
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(f)
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amendments necessary to suspend or terminate the Plan; and
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(g)
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any other amendment, whether fundamental or otherwise, not requiring shareholder approval under applicable law.
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12.3
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Shareholder approval will be required for the following types of amendments:
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(a)
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amendments to the number of Shares issuable under the Plan, including an increase to a maximum percentage or number of Shares;
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(b)
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any amendment extending the term of a DSU held by an insider beyond its original Expiry Date except as otherwise permitted by the Plan;
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(c)
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any amendment to this section 12 of the Plan;
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(d)
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any amendment to remove or to exceed the “insider participation limit” set out in section 10.2 of the Plan; and
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(e)
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amendments required to be approved by shareholders under applicable law (including, without limitation, the rules, regulations and policies of the TSX).
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12.4
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In the event of any conflict between paragraphs 12.2(a) to 12.2(g) and paragraphs 12.3(a) to 12.3(e) above, the latter shall prevail.
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13.1
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The Plan does not provide for any guarantee in respect of any loss or profit which may result from fluctuations in the market price of the Shares.
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13.2
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Notwithstanding any other provision of the Plan, no amount will be paid to, or in respect of, a Participant under this Plan or pursuant to any other arrangement, and no DSUs will be granted to such Participant to
compensate for a reduction in the value of the Shares, nor will any other form of benefit be conferred upon, or in respect, of the Participant for such purpose.
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13.3
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The Corporation shall assume no responsibility as regards the tax consequences that participation in the Plan may have for a Participant, and Participants are urged to consult their own tax advisors in such regard.
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- 7 -
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13.4
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The Plan and any DSU granted under the terms of the Plan shall be governed and interpreted according to the laws of the province of Québec and the federal laws of Canada applicable thereto.
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13.5
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Each Participant agrees with the Corporation that this Plan and all agreements, notices, declarations and documents accessory to the Plan be drafted in English only.
Chaque participant consent avec la
société à ce que ce Plan ainsi que toutes conventions, avis, déclarations et documents afférents au Plan soient rédigés en anglais seulement.
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13.6
|
The Plan was adopted by the Board on April 22, 2014 and approved by shareholders of the Corporation on June 11, 2014.
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Exhibit 5.1
Neil
Wiener
Direct +1 514 397
7483
Facsimile
514-397-7600
nwiener@fasken.com
June 9, 2016
File No.:
298263.00001/19905
INTERTAPE POLYMER GROUP INC.
9999 Cavendish Boulevard
Suite 200
Ville St.
Laurent, Quebec, Canada
H4M 2X5
Dear Sirs/Madames:
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Re:
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REGISTRATION STATEMENT ON FORM S-8
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|
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2014 Deferred Share Unit Plan
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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 on or about June 9, 2016 (the “
Registration
Statement
”) in connection with the registration under the United States
Securities Act of 1933
, as amended, of an aggregate of 250,000 Common Shares, no par value (collectively, the “
DSU Shares
”) of the
Registrant issuable pursuant to the Registrant’s 2014 Deferred Share Unit Plan (the “
DSU 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.
Based upon the foregoing, we
are of the opinion that the DSU Shares have been validly authorized and, upon the issuance thereof in accordance with the terms of the DSU Plan, will be validly issued as fully-paid and non-assessable Common Shares of the Registrant.
The foregoing opinion is limited to the laws of the Province of Quebec and the federal laws of Canada applicable therein and
we express 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 reliable.
The foregoing opinion is given as at the date hereof. We undertake no, and hereby expressly disclaim any, obligation to
advise you of any change in any matters set out herein as a result of any amendment or coming into force of any law after the date hereof. The foregoing opinion can be relied upon only by the party to whom it is addressed and for the purposes of the
matters herein contemplated.
Page
2
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 faithfully,
/s/ Fasken Martineau DuMoulin LLP
NW/II
Exhibit 23.2
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CONSENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
|
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Raymond Chabot Grant Thornton
LLP
Suite 2000
National Bank Tower
600 De La Gauchetière Street West
Montréal, Quebec
H3B 4L8
Telephone: 514-878-2691
Fax: 514-878-2127
www.rcgt.com
|
We have issued our reports dated March 9, 2016 with respect to the consolidated financial statements and internal
control over financial reporting included in the Annual Report on Form 20-F for the year ended December 31, 2015 of Intertape Polymer Group Inc., which are incorporated by reference in this Registration Statement. We consent to the
incorporation by reference in this Registration Statement on Form S-8 pertaining to the 2014 Deferred Share Unit Plan of Intertape Polymer Group Inc. of the aforementioned reports.
1
Montréal, Canada
June 9, 2016
1
CPA auditor, CA, public accountancy permit No. A120795
Chartered Professional Accountants
Member of Grant Thornton International Ltd