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 Performance 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 Performance
Share Unit Plan
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1,000,000
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USD $14.90
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USD $14,900,000
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USD $1,500.43
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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 Performance Share Unit Plan, as amended.
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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 Performance Share Unit Plan, as amended.
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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.
PERFORMANCE SHARE UNIT PLAN
For the purposes hereof and unless the context otherwise requires:
“
Board
” means the board of directors of the Corporation;
“
Change of Control
” means (i) the sale of all or substantially all of the assets of the Corporation on a consolidated
basis, in one transaction or a series of related transactions, to a person that is not a Subsidiary, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Corporation’s outstanding voting rights immediately
prior to such transaction do not own a majority of the outstanding voting rights of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (iii) any person or a group of
persons acting jointly or in concert becoming the beneficial owner, directly or indirectly, of shares carrying at least a majority of the outstanding voting rights of the Corporation, or (iv) any other transaction in which the owners of the
Corporation’s outstanding voting rights prior to such transaction do not own at least a majority of the outstanding voting rights of the Corporation or any successor entity immediately upon completion of the transaction other than as a result
of the acquisition of securities directly from the Corporation;
“
Committee
” means the Human Resources and Compensation
Committee of the Board;
“
Corporation
” means Intertape Polymer Group Inc. or its successor;
“
Employee
” means any individual who is an employee of the Corporation or a Subsidiary;
“
Executive Officer
” means any individual who is (i) a president of the Corporation or a Subsidiary, (ii) a
vice-president in charge of a principal business unit, division or function (including sales, finance or production) of the Corporation or a Subsidiary, or (iii) performing a policy-making function in respect of the Corporation or a Subsidiary;
“
Expiry Date
” means the business day preceding December 31 of the third calendar year following the first year in
which the Participant rendered services in respect of the grant of PSUs;
“
Fair Market Value
” means, for any particular
date, the volume weighted average trading price (VWAP) of the Shares on the TSX for the five (5) consecutive trading days immediately preceding that particular date;
“
Grant Letter
” means a letter containing the terms and conditions of a grant of PSUs under the Plan;
“
Last Working Day
” means a Participant’s last day of work for the Corporation or a Subsidiary, excluding any period
representing pay in lieu of notice, severance pay, gratuitous payment or any other indemnity, amount or notice whatsoever on account of termination of employment;
“
Participant
” means an Executive Officer or Employee to whom a PSU has been granted under the Plan;
“
Plan
” means this Performance Share Unit Plan;
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“
PSU
” means a performance share unit which represents the right of a
Participant, once such PSU is earned and has vested in accordance with the Grant Letter and the Plan, to receive such number of Shares between 0 and 1.5 as shall be calculated by the Corporation in accordance with the Grant Letter depending on the
level of attainment of the relevant performance objective(s), subject to the terms and conditions of the Grant Letter and the Plan;
“
Settlement Date
” means the date of receipt of a PSU settlement request in accordance with paragraph 6.1 or the date of
automatic settlement of a PSU pursuant to paragraph 6.2, as applicable;
“
Settlement Period
” has the meaning given
thereto in paragraph 5.2;
“
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;
“
Subsidiary
” means any corporation or other entity in which the Corporation owns, directly or indirectly, securities carrying
at least a majority of the outstanding voting rights of such corporation or other entity;
“
TSX
” means the Toronto Stock
Exchange;
“
Withholding Amount
” has the meaning given thereto in paragraph 7.1; and
“
Vesting Letter
” has the meaning given thereto in paragraph 5.1.
The purpose of the Plan is to provide Executive Officers and
Employees with a proprietary interest in the Corporation through the granting of PSUs. The Plan is also intended to increase the interest in the Corporation’s welfare of those Executive Officers and Employees who share primary responsibility
for the management, growth and protection of the business of the Corporation, to furnish an incentive to such Executive Officers and Employees to continue their services for the Corporation or a Subsidiary and to provide a means through which the
Corporation or a Subsidiary may attract able persons to enter its employment.
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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 PSU 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, including the power and authority:
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3.1.1
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to approve the Executive Officers and Employees to whom PSUs may be granted from time to time;
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3.1.2
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to determine the time or times of grant, the time or times of vesting and the Settlement Period of PSUs granted to Participants, and the form of settlement of PSUs pursuant to paragraph 6.3;
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3.1.3
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to determine and modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the Plan, of any PSU, which terms and conditions may differ among individual PSU grants and
Participants, and to approve forms of Grant Letters under the Plan;
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3.1.4
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to determine the level of attainment of the performance objective(s) which must be attained for PSUs to be earned, and to modify or waive such objective(s) in whole or in part;
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3.1.5
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to accelerate the vesting or settlement of any PSU; and
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3.1.6
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to make all determinations it deems advisable for the administration of the Plan, to decide all disputes arising in connection with the Plan and to otherwise supervise the administration of the Plan.
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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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3.3
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Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other jurisdictions in which the Corporation and its Subsidiaries operate or have Executive Officers or Employees, the
Board, in its sole discretion, shall have the power and authority to:
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3.3.1
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determine which Subsidiaries shall be covered by the Plan;
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3.3.2
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modify the terms and conditions of any PSU granted to Participants outside of Canada to comply with applicable foreign laws;
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3.3.3
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establish sub-plans and modify settlement procedures and other terms and procedures, to the extent the Board determines such actions to be necessary or advisable (which sub-plans and/or modifications shall be attached
to this Plan as addendums); and
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3.3.4
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take any action before or after a PSU grant is made that the Board determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals.
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4.1
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The Board, in its sole discretion, may from time to time approve the grant of PSUs to one or more Executive Officers or Employees in respect of future services, the number of PSUs to be granted and the terms and
conditions of such PSUs.
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4.2
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Each grant of PSUs shall be evidenced by a Grant Letter from the Corporation addressed to the Participant setting out the date of grant, the number of PSUs granted, the performance objective(s) which must be attained in
order for PSUs to be earned, any applicable reduction or increase in the number of Shares underlying the PSUs depending on the level of attainment of the relevant performance objective(s), the vesting conditions, the Settlement Period, and any other
terms and conditions applicable to such PSUs.
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5.1
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The level of attainment of the performance objective(s), the number of PSUs earned and eligible to vest and the number of Shares underlying such PSUs shall be determined by the Board from time to time. Upon such
determination by the Board, the Corporation shall deliver to the Participant a letter (the “
Vesting Letter
”) confirming the number of PSUs earned by the Participant and the number of Shares underlying such PSUs. Any PSUs not earned
in accordance with this paragraph 5.1 shall expire and the Participant shall not have any rights or entitlements whatsoever in respect of any such PSUs.
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5.2
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Subject to paragraph 5.3 , once a PSU is earned and has vested in accordance with the Grant Letter, the Vesting Letter and the Plan, it may be settled during a period established by the Board in accordance with the
Grant Letter or Vesting Letter (the “
Settlement Period
”) which in all cases shall terminate not later than the Expiry Date.
|
|
|
5.3
|
Notwithstanding any provision of the Plan to the contrary:
|
|
|
5.3.1
|
if a Participant ceases to be an Executive Officer or Employee by reason of death or total and permanent disability (which has been certified by a physician acceptable to the Board), all unvested PSUs held by the
Participant as of the Participant’s Last Working Day shall automatically vest and the Board shall forthwith send the Participant a Vesting Letter in accordance with paragraph 5.1;
|
|
|
5.3.2
|
if a Participant ceases to be an Executive Officer or Employee by reason of retirement at age 59 and
1
⁄
2
or older and has
completed at least five (5) years of service with the Corporation or one of its subsidiaries, all unvested PSUs which the Participant has held for at least one year as of the Participant’s Last Working Day shall automatically vest and the
Board shall forthwith send the Participant a Vesting Letter in respect of such PSUs in accordance with paragraph 5.1;
|
|
|
5.3.3
|
if a Participant ceases to be an Executive Officer or Employee for any other reason, including, without limitation, retirement (other than as noted in paragraph 5.3.2), resignation, voluntarily departure, termination
for cause or termination other than for cause, all unvested PSUs held by the Participant as of the Participant’s Last Working Day shall be forfeited;
|
- 5 -
|
|
5.3.4
|
in each of the foregoing cases, the Settlement Period of all vested PSUs shall terminate on the later of the Participant’s Last Working Day and the date as determined by the Board in accordance with
paragraph 5.1; and
|
|
|
5.3.5
|
this paragraph 5.3 shall not be interpreted in such a manner as to extend the Settlement Period of any PSU beyond the Expiry Date.
|
|
|
6.1
|
A Participant may request the settlement of PSUs which are earned and have vested in accordance with the Grant Letter, Vesting Letter and Plan, at any time during the Settlement Period, 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.
|
|
|
6.2
|
Any PSU which is earned and has vested in accordance with the Grant Letter, Vesting Letter and Plan and has not been settled at the date of termination of the Settlement Period shall be automatically settled on such
date.
|
|
|
6.3
|
As soon as reasonably practicable following the Settlement Date, the Corporation shall settle the PSUs by delivering to the Participant (or, if deceased, such Participant’s legal representatives), at the sole
discretion of the Corporation, any of the following:
|
|
|
(i)
|
a number of Shares acquired on the open market equal to the number of settled PSUs;
|
|
|
(ii)
|
a number of Shares issued by the Corporation equal to the number of settled PSUs;
|
|
|
(iii)
|
an amount in cash equal to the product that results by multiplying: (a) the number of settled PSUs, by (b) the Fair Market Value of a Share on the business day immediately preceding the day of payment to the
Participant; or
|
|
|
(iv)
|
any combination of clauses (i), (ii) and (iii) above.
|
|
|
6.4
|
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.
|
|
|
6.5
|
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 value of the Shares on the Settlement Date, as determined by the Corporation.
|
The Corporation or any Subsidiary may withhold, or cause to be withheld,
and deduct, or cause to be deducted, from any cash payment made to a Participant or from any Shares to be issued or delivered to a Participant upon settlement of the Participant’s PSUs, as the case may be, an amount in cash or a number of
Shares, respectively, equivalent in value to any amount the Corporation or any Subsidiary is entitled or required to withhold or
- 6 -
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 PSU or any interest
therein, (ii) the receipt of cash or 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 or a Subsidiary will be remitted to the appropriate governmental authority by the Corporation or a Subsidiary. 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.
|
|
7.1
|
The Participant acknowledges and agrees that the Corporation or any Subsidiary 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:
|
|
|
7.1.1
|
permitting the Participant to pay to the Corporation the Withholding Amount; and
|
|
|
7.1.2
|
withholding the necessary amount from the Participant’s settlement of the PSUs 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.
|
|
|
7.2
|
If the Corporation or any Subsidiary 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 or any Subsidiary to a governmental authority to satisfy any such obligation.
|
No PSU 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 PSUs until the Participant shall have become the holder of record of such Shares.
|
|
10.1
|
In the event of a Change of Control, (i) the Settlement Period of all vested PSUs shall terminate on the date of the Change of Control, (ii) if applicable, and subject to clause (iii), the Plan and all
unvested PSUs shall be assumed or continued by the successor entity or shall be replaced by or substituted for a new Plan and new PSUs of the successor entity with identical terms and conditions, subject to an equitable adjustment in accordance with
paragraph 12, and (iii) if the adjustment in clause (ii) is not deemed practicable by the Board, the Board shall accelerate vesting of all unvested PSUs, with effect as of the Change of Control, with the deemed attainment of 100% of the
relevant performance objective(s).
|
- 7 -
|
|
10.2
|
In the event of termination of a Participant’s employment without cause within one year following a Change of Control, all of such Participant’s unvested PSUs shall vest on the date that is his or her Last
Working Day, with the deemed attainment of 100% of the relevant performance objective(s). For the purposes of this paragraph 10.2, “
termination without cause
” shall include a resignation following a material reduction in the
Participant’s duties, responsibilities, authority, title, compensation or benefits or a relocation beyond twenty (20) miles from the location at which the Participant is employed prior to the Change of Control.
|
|
11.
|
Shares Subject to this Plan
|
|
|
11.1
|
The total number of Shares that may be issued under this Plan shall not exceed one million (1,000,000) Shares, subject to the adjustment under paragraph 12.
|
|
|
11.2
|
The number of Shares:
|
|
|
(i)
|
issued to insiders of the Corporation, within any one-year period, and
|
|
|
(ii)
|
issuable to insiders of the Corporation, at any time,
|
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.
|
12.
|
Effects of Alteration of Share Capital
|
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 PSUs, (iii) the factors and manner in which the settlement
amount of a PSU is to be determined, or (iv) any other term and condition of the PSUs. Such adjustment shall be final and binding on all parties.
As soon as reasonably practicable following the Settlement Date, but in
no event later than the Expiry Date, the Corporation or a Subsidiary shall make a lump-sum cash payment to a Participant, net of any withholdings, in an amount equal to the number of Shares issued or delivered to the Participant pursuant to
paragraph 6.3 (or, in the event of cash settlement pursuant to paragraph 6.3(iii), in an amount equal to the number of Shares that would otherwise have been issued or delivered to the Participant) multiplied by the amount of cash dividends
per Share declared and paid by the Corporation from the date of grant of the PSUs to such Participant, so that the Participant shall be treated for such purposes as if the Participant had been the holder of such Shares as and from the date of grant
of the PSUs.
- 8 -
|
14.
|
Amendment and Termination
|
|
|
14.1
|
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 PSUs, provided that such amendment, suspension or termination shall not adversely alter or impair any PSU previously granted (provided that the Board may at its discretion accelerate the vesting or settlement of any PSU regardless of
any adverse or potentially adverse tax consequences resulting from such acceleration).
|
|
|
14.2
|
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:
|
|
|
(a)
|
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;
|
|
|
(b)
|
amendments necessary to comply with the provisions of applicable law (including, without limitation, the rules, regulations and policies of the TSX);
|
|
|
(c)
|
amendments necessary in order for PSUs to qualify for favourable treatment under applicable taxation laws;
|
|
|
(d)
|
amendments respecting administration of the Plan;
|
|
|
(e)
|
any amendment to any PSU, whether or not such PSU is held by an insider, provided such amendment does not entail an extension beyond the original Expiry Date;
|
|
|
(f)
|
amendments necessary to suspend or terminate the Plan; and
|
|
|
(g)
|
any other amendment, whether fundamental or otherwise, not requiring shareholder approval under applicable law.
|
|
|
14.3
|
Shareholder approval will be required for the following types of amendments:
|
|
|
(a)
|
amendments to the number of Shares issuable under the Plan, including an increase to a maximum percentage or number of Shares;
|
|
|
(b)
|
any amendment extending the term of a PSU held by an insider beyond its original Expiry Date except as otherwise permitted by the Plan;
|
|
|
(c)
|
any amendment to this section 14 of the Plan;
|
|
|
(d)
|
any amendment to remove or to exceed the “insider participation limit” set out in section 11.2 of the Plan; and
|
- 9 -
|
|
(e)
|
amendments required to be approved by shareholders under applicable law (including, without limitation, the rules, regulations and policies of the TSX).
|
|
|
14.4
|
In the event of any conflict between paragraphs 14.2(a) to 14.2(g) and paragraphs 14.3(a) to 14.3(e) above, the latter shall prevail.
|
|
|
15.1
|
The participation in the Plan of an Executive Officer or Employee shall be entirely optional and shall not be interpreted as conferring upon an Executive Officer or Employee any right or privilege whatsoever, except for
the rights and privileges set out expressly in the Plan. Neither the Plan nor any act that is done under the terms of the Plan shall be interpreted as restricting the right of the Corporation to terminate the employment of an Executive Officer or
Employee at any time. No Executive Officer or Employee to whom PSUs have been granted acquires an automatic right to be granted one or more PSUs under the terms of the Plan by reason of any previous grants of PSUs under the Plan.
|
|
|
15.2
|
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.
|
|
|
15.3
|
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 PSUs 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.
|
|
|
15.4
|
The Corporation shall assume no responsibility as regards the tax consequences that participation in the Plan may have for an Executive Officer or Employee, and such persons are urged to consult their own tax advisors
in such regard.
|
|
|
15.5
|
The Plan and any PSU 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.
|
|
|
15.6
|
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.
|
|
|
15.7
|
The Plan was adopted by the Board on April 22, 2014, approved by shareholders of the Corporation on June 11, 2014, and amended by the Board on May 9, 2016.
|
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:
|
|
Re:
|
REGISTRATION STATEMENT ON FORM S-8
|
|
|
|
2014 Performance Share Unit Plan
|
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 1,000,000 Common Shares, no par value (collectively, the “
PSU Shares
”) of the
Registrant issuable pursuant to the Registrant’s 2014 Performance Share Unit Plan (the “
PSU 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 PSU Shares have been validly authorized and, upon the issuance thereof in accordance with the terms of the PSU 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
