Edgar Filing: INTERTAPE POLYMER GROUP INC

As filed with the Securities and Exchange Commission on April 28, 2004

Registration No. 04-000010
________________________________________________________________________

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)

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

110 E Montee de Liesse Boulevard
St. Laurent, Quebec, Canada H4T 1N4
(514) 731-7591

(Address of Principal Executive Offices, including Zip Code)

Amended Executive Stock Option Plan (2000)
Amended Executive Stock Option Plan (2002)
(Full title of the plans)

Burgess H. Hildreth
Intertape Polymer Group Inc.
3647 Cortez Road West
Bradenton, Florida 34210

(Name and address of agent for service)

CALCULATION OF REGISTRATION FEE

_______________________________________________________________________________________________________
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount to be Offering Price Aggregate Registration
Securities to be Registered(1) Registered(1) Per Share (2) Offering Price (2) Fee (2)
_______________________________________________________________________________________________________

Common Shares, no par value
approved for issuance under
the Amended Executive Stock
Option Plan (2000) 424,497 $14.71(2) $6,244,351 $ 791.16

Common Shares, no par value
approved for issuance under
the Amended Executive Stock
Option Plan (2002) 531,922 $8.50(3) $4,521,337 $ 572.85
________
TOTAL 956,419 (1) ---- $10,765,688 $1,364.01

(1) This Registration Statement covers an aggregate of 956,419 shares of Common
Stock of Intertape Polymer Group Inc. to be issued under its Amended
Executive Stock Option Plan (2000) and Amended Executive Stock Option Plan
(2002).

(2) Amount represented on an as converted basis from Canadian dollars to U.S.
dollars as of August 2, 2000, the date of the highest exercise price of
options granted prior to the Amended Executive Stock Option Plan (2002)
[Canadian $21.94].

(3) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration fee.
The computation is based upon the average of the high and low prices of
the Common Shares of Intertape Polymer Group Inc. as reported on the New
York Stock Exchange on April 27, 2004.

PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1: Plan Information

The documents containing the information specified in Part I of Form S-8
will be sent or given to employees eligible to participate in the Amended
Executive Stock Option Plan as specified by Rule 428(b)(1) of the Securities
Act of 1933, as amended (the "Securities Act"). These documents and the
documents incorporated by reference into this Registration Statement pursuant
to Item 3 of Part II of this Registration Statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

Item 2: Registrant Information and Employee Plan Annual Information

Intertape Polymer Group Inc. will provide, without charge, to participants
in the Amended Executive Stock Option Plan, upon written or oral request,
copies of the documents incorporated by reference in Item 3 of Part II of this
Registration Statement, which documents are incorporated by reference in the
Section 10(a) prospectus, as well as copies of other documents required to be
delivered to employees pursuant to Rule 428(b) of the Securities Act. Requests
should be directed to Burgess H. Hildreth, Intertape Polymer Group Inc., 3647
Cortez Road West, Bradenton, Florida 34210. Intertape Polymer Group Inc.'s
telephone number is 877-318-5752.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3: Incorporation of Certain Documents by Reference

Intertape Polymer Group Inc. hereby incorporates by reference in this
Registration Statement the following documents filed by it with the Securities
and Exchange Commission (the "Commission"):

(1) Annual Report on Form 40-F for the fiscal year ended December 31, 2002
filed May 20, 2003, File No. 03-000006.

(2) The description of Intertape Polymer Group Inc.'s common shares
contained in Form 8-A filed November 13, 1991, File No. 001-10928,
including any amendment or report updating this description.

(3) 2003 First Quarterly Report on Form 6-K filed May 22, 2003, File No.
03-000008.

(4) 2003 Second Quarterly Report on Form 6-K filed August 12, 2003, File
No. 03-000018.

(5) 2003 Third Quarterly Report on Form 6-K filed November 14, 2003,
File No. 03-000039.

(6) Registration Statement on Form S-8 filed August 19, 2003, File No.
03-000021, in connection with Intertape Polymer Group Inc.'s USA
Employees' Stock Ownership and Retirement Savings Plan.

(7) Registration Statement on Form F-3 filed October 24, 2003, File No.
03-000031, regarding 1,030,767 Common Shares of Intertape Polymer
Group Inc. held by N. Quintas-Projectos E Investimentos, S.A.

(8) Reports on Form 6-K filed as follows:

April 7, 2003 File No. 03-004599
April 30, 2003 File No. 03-000004
June 13, 2003 File No. 03-000009; File No. 03-000010;
File No. 03-000011; File No. 03-000012
July 14, 2003 File No. 03-000014
July 28, 2003 File No. 03-000016
September 8, 2003 File No. 03-000023
September 24, 2003 File No. 03-000026
September 30, 2003 File No. 03-000028
October 15, 2003 File No. 03-000029
November 4, 2003 File No. 03-000037
December 5, 2003 File No. 03-000040
December 22, 2003 File No. 03-000041
February 4, 2004 File No. 04-000002
February 20, 2004 File No. 04-000004
April 27, 2004 File No. 04-000006

(9) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, since the end of the
fiscal year covered by Intertape Polymer Group Inc.'s annual report
referenced in (1) above.

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

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4: Description of Securities

Not applicable.

Item 5: Interests of Named Experts and Counsel

None of the following experts or counsel has, nor shall any of them
receive, any interest that would require disclosure in this Registration
Statement.

Certain legal matters relating to Canadian law will be passed upon for
Intertape Polymer Group Inc. by Stikeman Elliott LLP, Montreal, Quebec,
Canada. Michael L. Richards, a Director of Intertape Polymer Group Inc., is
a senior partner in the law firm of Stikeman Elliott LLP.

The financial statements and the related financial statement schedules
included in or incorporated by reference in this Registration Statement, to
the extent and for the periods indicated in their reports, have been audited
by Raymond Chabot Grant Thornton, General Partnership, independent chartered
accountants, Montreal, Quebec, Canada.

Item 6: Indemnification of Directors and Officers

Under the Canada Business Corporations Act, Intertape Polymer Group Inc. may
indemnify a present or former director or officer or a person who acts or
acted at its request as a director or officer of another corporation of which
Intertape Polymer Group Inc. is or was a shareholder or creditor, and his or
her heirs and legal representatives, against all costs, charges and expenses,
including an amount to settle an action or satisfy a judgment, reasonably
incurred by him or her in respect of any civil, criminal or administrative
action or proceeding to which he or she is made a party by reason of being or
having been a director or officer of Intertape Polymer Group Inc. or such
other corporation and provided that the director or officer acted honestly and
in good faith with a view to Intertape Polymer Group Inc.'s best interests,
and, in the case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty, had reasonable grounds for believing that his
or her conduct was lawful. Such indemnification may be made in connection
with a derivative action only with court approval. A director or officer is
entitled to indemnification from Intertape Polymer Group Inc. as a matter of
right if he or she was not judged by the court or other competent authority to
have committed any fault or omitted to do anything that the individual ought to
have done and fulfilled the conditions set forth above.

In accordance with the Canada Business Corporation Act, the By-Laws of
Intertape Polymer Group Inc. provide that it shall indemnify a present or
former director or officer or a person who acts or acted at Intertape Polymer
Group Inc.'s request as a director or officer of a body corporate of which
Intertape Polymer Group Inc. is or was a shareholder or creditor, and his or
her heirs and legal representatives, against all costs, charges and expenses,
including an amount paid to settle an action or satisfaction of judgment,
reasonably incurred by him in respect of any civil, criminal or administrative
action or proceeding to which he or she is made a party by reason of being or
having been a director or officer of Intertape Polymer Group Inc. or such body
corporate, if (i) he or she acted honestly and in good faith with a view to
Intertape Polymer Group Inc.'s best interests; 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. will 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 indemnity 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.

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. 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.

Item 7: Exemption from Registration Claimed

Not applicable.

Item 8: Exhibits

Exhibit
Number Document Description

4.1 Amended Executive Stock Option Plan (2000)
4.2 Amended Executive Stock Option Plan (2002)
5.1 Opinion of Stikeman Elliott LLP regarding legality of
securities being registered
23.1 Consent of Counsel (Contained in Exhibit 5.1)
23.2 Consent of Independent Chartered Accountants
24.1 Power of Attorney (included on Signature Page of this
Registration Statement)

Item 9. Undertakings

(a) The undersigned, Intertape Polymer Group Inc., hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the high or low
end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement; and

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement.

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

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) Filings Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned, Intertape Polymer Group Inc., hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by reference in
this Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(c) Incorporated Annual and Quarterly Reports. The undersigned,
Intertape Polymer Group Inc., hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report, to security holders that is incorporated
by reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver,
or cause to be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.

(d) Indemnification for Liabilities. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of Intertape Polymer Group Inc.,
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 public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Intertape
Polymer Group Inc. of expenses incurred or paid by a director, officer or
controlling person of Intertape Polymer Group Inc. 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,
Intertape Polymer Group Inc. will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Intertape
Polymer Group Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Bradenton, State of Florida, on
April 27, 2004.

INTERTAPE POLYMER GROUP INC.
(Registrant)

By:/s/Andrew M. Archibald
Name: Andrew M. Archibald, C.A.
Title: Chief Financial Officer, Secretary
and Vice President, Administration

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

POWER OF ATTORNEY

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

Signature Title Date

/s/Melbourne F. Yull
Melbourne F. Yull Chairman of the Board of
Directors and Chief Executive
Officer
(Principal Executive Officer) April 26, 2004

/s/Andrew M. Archibald
Andrew M. Archibald, C.A. Vice President, Administration
Chief Financial Officer, and
Secretary
(Principal Financial Officer) April 26, 2004

/s/Victor DiTommaso
Victor DiTommaso, CPA Vice President, Finance
(Chief Accounting Officer) April 26, 2004

/s/Michael L. Richards
Michael L. Richards Director April 26, 2004

/s/Ben J. Davenport, Jr.
Ben J. Davenport, Jr. Director April 26, 2004

/s/L. Robbie Shaw
L. Robbie Shaw Director April 26, 2004

/s/Gordon R. Cunningham
Gordon R. Cunningham Director April 26, 2004

/s/J. Spencer Lanthier
J. Spencer Lanthier Director April 27, 2004

/s/Thomas E. Costello
Thomas E. Costello Director April 26, 2004

/s/Burgess H. Hildreth
Burgess H. Hildreth United States Authorized
Representative April 26, 2004

EXHIBIT INDEX

Exhibit Document Description Exhibit Appears at
Number Sequentially Numbered Page

4.1 Amended Executive Stock Option Plan (2000) 14
4.2 Amended Executive Stock Option Plan (2002) 19
5.1 Opinion of Stikeman Elliott LLP regarding
legality of Securities being registered 23
23.1 Consent of Counsel (contained in Exhibit 5.1) N/A
23.2 Consent of Independent Chartered Accountants 24
24.1 Power of Attorney 11

EXHIBIT 4.1

INTERTAPE POLYMER GROUP INC.

AMENDED EXECUTIVE STOCK OPTION PLAN
(as approved at the Annual and Special Meeting of Shareholders held on
June 21, 2000)

1. PURPOSE OF THE PLAN.

The purpose of the Amended Executive Stock Option Plan (the "Plan") of
Intertape Polymer Group Inc. (the "Company") is:

(a) to promote a proprietary interest in the Company and its
subsidiaries among their executives and directors;

(b) to encourage the executives and directors to further the development
of the Company and its subsidiaries; and

2. ADMINISTRATION.

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

3. ELIGIBILITY AND PARTICIPATION.

The Board will designate those eligible employees who may participate in the
Plan. Generally, participation in the Plan will be limited to those positions
that can have a significant impact on the Company's or its subsidiaries'
long-term results. Directors will be eligible under the Plan to receive grants
in accordance with Section 5 hereof.

4. DESCRIPTION AND NUMBER OF SECURITIES OFFERED.

The shares offered shall be "Common Shares" (the "Shares") of the Company. The
total number of Shares reserved for issuance under the Plan shall be 2,829,739
Shares of the Company. The number of Shares of the Company so reserved for
issuance to any one person shall not exceed five percent (5%) of the issued
and outstanding Shares of the Company and the number of Shares issuable to any
one insider and such insider's associates within a one-year period shall not
exceed 5% of outstanding Shares. The number of Shares reserved for issuance
pursuant to stock options granted to insiders under the Plan or any other
compensation arrangement of the Company shall not exceed 10% of the outstanding
Shares and the number of Shares issuable to insiders within a one-year period
under the Plan or any other compensation arrangement of the Company shall not
exceed 10% of the outstanding Shares.

5. GRANTS.

The Board shall designate from time to time from among the eligible employees
those employees (the "Optionees") and the directors of the Company to whom a
grant (the "Grant") shall be made. The Board shall determine, at its
discretion: the number of Shares to which such Grant relates, with reference
inter alia to the Market Value of the Shares and taking into consideration
with respect to an Optionee, the Optionee's base salary.

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

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

(i) subject to the provisions hereof, the terms and conditions attaching
thereto; and

(ii) the date on which such Grant becomes effective.

6. PRICE OF THE SHARES.

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

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

7. OPTION PERIOD.

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

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

8. PAYMENT OF THE SHARES.

Each Optionee must pay in full for the Shares purchased by way of exercising
an option under the Plan.

9. TERMINATION OF EMPLOYMENT, RETIREMENT AND DEATH.

9.1 When an Optionee ceases to be an employee of the Company or one of
its subsidiaries, for any reason other than retirement or death, the Optionee
shall be entitled to exercise, within a period of three (3) months from
termination of employment, the options that have vested to the Optionee as at
the time of termination. All of the Optionee's non-vested options shall be
immediately canceled.

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

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

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

10. DURATION, AMENDMENT OR TERMINATION OF PLAN.

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

11. OFFER FOR SHARES OF THE COMPANY.

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

12. SUBDIVISION, CONSOLIDATION, CONVERSION OR RECLASSIFICATION.

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

13. NECESSARY APPROVAL.

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

14. RIGHT NON-ASSIGNABLE.

The rights of an Optionee or a director pursuant to the provisions of this
Plan are nonassignable.

15. GOVERNING LAW.

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

16. PARTICIPATION VOLUNTARY.

16.1 The participation of an employee or director in the Plan is
entirely voluntary and non obligatory and shall not be interpreted as
conferring upon any such employee or director any rights or privileges other
than those rights and privileges expressly provided in the Plan.

16.2 The Plan does not provide any guarantee against any loss or profit
which may result from fluctuation in the Market Value of the Shares.

EXHIBIT 4.2

INTERTAPE POLYMER GROUP INC.
EXECUTIVE STOCK OPTION PLAN
(as amended and consolidated to March 8, 2002)

1. PURPOSE OF THE PLAN

The purpose of the Amended Executive Stock Option Plan (the "Plan") of
Intertape Polymer Group Inc. (the "Company") is:

(a) to promote a proprietary interest in the Company and its subsidiaries
among their executives and directors;

(b) to encourage the executives and directors of the Company and of its
subsidiaries to further the development of the Company and its subsidiaries;
and

2. ADMINISTRATION

3. ELIGIBILITY AND PARTICIPATION

The Board will designate those eligible employees who may participate in the
Plan. Generally, participation in the Plan will be limited to those positions
that can have a significant impact on the Company's or its subsidiaries' long-
term results. Directors (as hereinafter defined) will be eligible under the
Plan to receive grants in accordance with Section 5 hereof.

4. DESCRIPTION AND NUMBER OF SECURITIES OFFERED

The shares offered shall be "Common Shares" (the "Shares") of the Company. The
total number of Shares reserved for issuance under the Plan shall be 3,361,661
Shares of the Company. The number of Shares of the Company so reserved for
issuance to any one person shall not exceed five percent (5%) of the issued
and outstanding Shares of the Company and the number of Shares issuable to
any one insider and such insider's associates within a one-year period shall
not exceed 5% of outstanding Shares. The number of Shares reserved for
issuance pursuant to stock options granted to insiders under the Plan or any
other compensation arrangement of the Company shall not exceed 10% of the
outstanding Shares and the number of Shares issuable to insiders within a
one-year period under the Plan or any other compensation arrangement of the
Company shall not exceed 10% of the outstanding Shares.

5. GRANTS

The Board shall designate from time to time from among the eligible employees
those employees (the "Optionees") and the directors of the Company and of its
subsidiaries (collectively, the "Directors" and individually, a "Director")
to whom a grant (the "Grant") shall be made. The Board shall determine, at
its discretion, the number of Shares to which such Grant relates, with
reference inter alia to the Market Value of the Shares and taking into
consideration, with respect to an Optionee, the Optionee's base salary.

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

(i) subject to the provisions hereof, the terms and conditions
attaching thereto; and

(ii) the date on which such Grant becomes effective.

6. PRICE OF THE SHARES

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

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

7. OPTION PERIOD

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

8. PAYMENT OF THE SHARES

Each Optionee and each Director must pay in full for the Shares purchased by
way of exercising an option under the Plan.

9. TERMINATION OF EMPLOYMENT, RETIREMENT AND DEATH

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

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

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

10. DURATION, AMENDMENT OR TERMINATION OF PLAN

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

11. OFFER FOR SHARES OF THE COMPANY

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

12. SUBDIVISION, CONSOLIDATION, CONVERSION OR RECLASSIFICATION

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

13. NECESSARY APPROVAL

14. RIGHT NON-ASSIGNABLE

The rights of an Optionee or a Director pursuant to the provisions of this
Plan are non-assignable.

15. GOVERNING LAW

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

16. PARTICIPATION VOLUNTARY

16.1 The participation of an Optionee or Director in the Plan is entirely
voluntary and non obligatory and shall not be interpreted as conferring upon
any such Optionee or Director any rights or privileges other than those rights
and privileges expressly provided in the Plan.

16.2 The Plan does not provide any guarantee against any loss or profit
which may result from fluctuation in the Market Value of the Shares.

EXHIBIT 5.1
Stikeman Elliott LLP Opinion
[Stikeman Elliott LLP Letterhead]

April 27, 2004

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

Re: REGISTRATION STATEMENT ON FORM S-8

Dear Sirs/Madames:

We have reviewed the registration statement on Form S-8 to be filed by
Intertape Polymer Group Inc. (the "Registrant"), with the Securities and
Exchange Commission on or about April 28, 2004 (the "Registration Statement")
in connection with the registration under the Securities Act of 1933, as
amended, of an aggregate of 956,419 Common Shares, no par value (the "Option
Shares"), of the Registrant issuable pursuant to the Registrant's Amended
Executive Stock Option Plan (2000), and Amended Executive Stock Option Plan
(2002) (collectively, the "Plan"). As the Registrant's Canadian general
counsel, we have examined such corporate records, certificates and other
documents and such questions of law, as we have considered necessary or
appropriate for the purposes of the following opinion. In such examination
we have assumed the genuineness of all signatures and the authenticity of
all documents submitted to us as originals and the conformity with the
originals of all documents submitted to us as copies.

Upon the basis of such examination, it is our opinion that the Option Shares,
when issued in accordance with the terms of the Plan and any agreement
evidencing the options being exercised, will be validly issued, fully-paid
and non-assessable.

The foregoing opinion is limited to the laws of the Province of Quebec and the
federal laws of Canada and we are expressing no opinion as to the effect of the
laws of any other jurisdiction. We have relied as to certain matters on
information obtained from officials of the Registrant and other sources
believed by us to be responsible.

We hereby consent to the use of this opinion letter as an exhibit to the
Registration Statement and to the use of our name whenever appearing in the
Registration Statement and any documents incorporated therein by reference,
and any amendments to the Registration Statement.

Yours very truly,

/s/STIKEMAN ELLIOTT LLP

EXHIBIT 23.2

CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS

We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Amended Executive Stock Option Plan (2000), and the
Amended Executive Stock Option Plan (2002) of Intertape Polymer Group Inc. of
our report dated February 21, 2003, on the Consolidated Financial Statements
of Intertape Polymer Group Inc., included in the Annual Report on Form 40-F
filed with the Securities and Exchange Commission on May 20, 2003.

/s/ Raymond Chabot Grant Thornton

General Partnership
Chartered Accountants

Montreal, Canada
April 27, 2004