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Intertape Polymer Corp., et al. – ‘424B3’ on 12/23/04

On:  Thursday, 12/23/04, at 8:04am ET   ·   Accession #:  1193125-4-218803   ·   File #s:  333-119982, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11, -12, -13, -14, -15, -16, -17, -18, -19, -20, -21, -22, -23, -24, -25, -26

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/23/04  Intertape Polymer Corp.           424B3                  1:1.8M                                   RR Donnelley/FA
          Central Products Co
          Spuntech Fabrics Inc.
          Cajun Bag & Supply Corp.
          International Container Systems Inc
          Intertape Polymer Group Inc
          FIBOPE Portuguesa-Filmes Biorientados S.A.
          Intertape Woven Products S.A. de C.V.
          Intertape International Corp.
          IPG Technologies Inc.
          Intertape Polymer Management Corp.
          IPG Financial Services
          Intertape Inc.
          IPG Administrative Services Inc.
          IPG Finance LLC
          IPG Holding Co of Nova Scotia
          FIBC Holding Inc.
          IPG Holdings LP
          Polymer International Corp
          Intertape Polymer Inc.
          COIF Holding Inc.
          IPG (US) Holdings Inc.
          Drumheath Indemnity Ltd
          Intertape Polymer US Inc.
          Intertape Woven Products Services S.A. de C.V.
          UTC Acquisition Corp.
          IPG (US) Inc.

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Final Prospectus                                    HTML   1.54M 

Table of Contents

As Filed Pursuant to Rule 424(b)(3)

Registration No. 333-119982

PROSPECTUS

INTERTAPE POLYMER US INC.

Offer to exchange our 8-1/2% Senior Subordinated Notes due 2014,

which have been registered under the Securities Act,

for our outstanding 8-1/2% Senior Subordinated Notes due 2014

The Exchange Offer

Resales of the Exchange Notes

Each broker-dealer that receives exchange notes for its own account pursuant to the registered exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where the outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date, we will make this prospectus available to any broker-dealer for use in connection with these resales. See “Plan of Distribution.”

You should carefully consider the risk factors beginning on page 10 of this prospectus before deciding to participate in the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is December 20, 2004.

Table of Contents

TABLE OF CONTENTS

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You should rely only on the information contained in this prospectus or in documents to which we have referred you. We have not authorized anyone to provide you with information that is different. This prospectus may only be used where it is legal to make the exchange offer and by a broker-dealer for resales of exchange notes acquired in the exchange offer where it is legal to do so. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of the prospectus.

The exchange notes have not been and will not be qualified for public distribution under the securities laws of any province or territory of Canada. The exchange notes are not being offered and may not be offered or sold, directly or indirectly, in Canada or to any resident thereof except in accordance with the securities laws of the provinces and territories of Canada. The notes have been issued pursuant to exemptions from the prospectus requirements of the applicable Canadian provincial and territorial securities laws and may be sold in Canada only pursuant to exemptions therefrom.

No securities regulatory authority in Canada has expressed an opinion about these securities and it is an offense to claim otherwise.

Until April 24, 2005, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions and pursuant to the commitment to deliver a prospectus in connection with resales of exchange notes.

Forward-Looking Statements

This prospectus contains forward-looking statements. You should not place undue reliance on these statements. Forward-looking statements include information concerning possible or assumed future results of operations, capital expenditures, the outcome of pending legal proceedings and claims, goals and objectives for future operations, including descriptions of our business strategies and purchase commitments from customers, among other things. These statements are typically identified by words such as “believe,” “anticipate,” “expect,” “plan,” “intend,” “estimate” and similar expressions. We base these statements on particular assumptions that we have made in light of our industry experience, as well as our perception of historical trends, current conditions, expected future developments and other factors that we believe are appropriate under the circumstances. As you read and consider the information in this prospectus, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties and assumptions.

Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those expressed in the forward-looking statements. These factors include, among other things:

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In light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained in this prospectus will in fact transpire.

Explanation of Certain Financial Material

Unless otherwise indicated, all financial information set forth in this prospectus is presented in U.S. dollars and is derived from financial statements prepared in accordance with Canadian generally accepted accounting principles (Canadian GAAP or GAAP). References to “$” are to U.S. dollars.

Canadian GAAP, as applied to us, conforms in all material respects with U.S. GAAP except as otherwise described in note 21 to our consolidated financial statements included in this prospectus, where we provide a reconciliation of the differences between Canadian GAAP and U.S. GAAP.

Market Data

Market data and other statistical information and forecasts used throughout this prospectus are based on our good faith estimates, which are derived from our review of internal surveys, as well as independent sources. Although we believe that these sources are reliable, we have not independently verified the information and cannot guarantee their accuracy or completeness.

Trademarks

INTERTAPE^™ is our principal trademark. Our other trademarks include EXLFILM^®, STRETCHFLEX^®, INTERTAPE BRAND^™, NOVA-THENE^®, EXLFILM PLUS^®, NOVA-PAC^®, CAJUN^® BAGS, NOVATHENE HAYMASTER^™, AQUAMASTER^™, NOVA-SHIELD^™ and NOVA-WRAP^™.

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SUMMARY

This summary highlights key information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before deciding whether or not to participate in the exchange offer. You should read this entire prospectus before exchanging your notes.

Unless otherwise indicated or required by the context, as used in this prospectus, the term “Intertape Polymer US” refers to Intertape Polymer US Inc., the issuer of the notes, and the terms “we,” “our” and “us” refer to Intertape Polymer Group Inc. and all of its subsidiaries, including Intertape Polymer US.

Our Business

We are a leader in the specialty packaging industry in North America. We develop, manufacture and sell a variety of specialized polyolefin plastic and paper-based products as well as complementary packaging systems for use in industrial and retail applications. Our products include carton sealing tapes, including INTERTAPE pressure-sensitive and water-activated tapes; industrial and performance specialty tapes, including masking, duct, electrical and reinforced filament tapes; EXLFILM shrink film; STRETCHFLEX stretch wrap; engineered fabric products; and flexible intermediate bulk containers. We design our specialty packaging products for aerospace, automotive and industrial applications. These specialty packaging products are sold to a broad range of industrial and specialty distributors, retail stores and large end-users in diverse markets.

We believe we have assembled one of the broadest and deepest range of products in the industry by leveraging our advanced manufacturing technologies, our extensive research and development capabilities and our comprehensive strategic acquisition program. Since 1995, we have made a series of strategic acquisitions in order to offer a broader range of products to better serve our markets. These products included water-activated tapes, masking tapes, duct tapes, filament tapes and natural rubber adhesive tapes. At the same time, we have continued to develop new products, including shrink and stretch wrap films. In 2003, we had net sales of $621.3 million, net earnings of $18.2 million, EBITDA of $70.2 and Adjusted EBITDA of $73.2 million. For the nine months ended September 30, 2004, we had net sales of $511.7 million, a net loss of $(6.3) million and EBITDA of $55.9 million.

EBITDA is defined as net earnings (loss) before: (i) income taxes; (ii) financial expenses, net of amortization; (iii) refinancing costs; and (iv) depreciation and amortization. For reconciliation of EBITDA to net earnings (loss), which we believe to be the closest Canadian GAAP measure to EBITDA, and for an explanation of why we present EBITDA, see footnote (2) to our summary financial information on page 9.

Competitive Strengths

We believe we are a market leader in North America with significant market positions in all of our principal product categories as a result of our broad and deep product offering, value-added solutions for customers, vertically-integrated manufacturing processes and strong and stable relationships with our key customers.

Breadth and Depth of Product Offerings. We believe that we offer our customers a line of specialty packaging products that is broader and deeper than that offered by any of our competitors in North America. We market 17 categories of specialty packaging materials and offer a variety of products within each category to meet market demand. We are the only North American manufacturer of all four technologies of carton sealing tape — hot melt, acrylic, water-activated, and natural rubber. We also design, manufacture and sell tape application equipment. We market our carton sealing tapes, industrial tapes, tape and shrink application equipment and stretch and shrink films as a “basket of products,” which we believe is unique in our industry and attractive to customers seeking to simplify their purchasing.

Value-Added Solutions for our Customers. Our broad assortment of products are available from our three regional distribution centers located in California, Virginia and Québec. These distribution centers are a key component of our enhanced supply chain management strategy. Each distribution center offers a wide range of products which allows our customers to benefit from “one-stop shopping.” As a result, we are able to efficiently

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supply a broad range of products following a customer order, which enables our distributors to lower their transaction costs, increase inventory turns and reduce storage space.

Vertically-Integrated Manufacturing. We believe that we are the only vertically-integrated manufacturer of both tape and film in North America. We seek to manufacture products from the lowest cost raw materials available and add value to such products by converting them into finished goods. Our vertical integration allows us to maximize operating margins because our finished products typically generate higher margins than unconverted products.

Longstanding Relationships with Our Key Customers. We have strong and longstanding relationships with our customer base. Our customers value our broad range of products and our commitment to offering a low-cost solution, as demonstrated by our greater than 10-year average relationship with our top ten customers. We have been able to expand our relationship with each of our most significant customers by differentiating ourselves as a leading manufacturer of specialty packaging applications.

Experienced and Strong Management Team. Our management team has extensive experience in operating specialty packaging companies. Melbourne Yull, our Chief Executive Officer, founded our company in 1981 and has directed us to our existing leadership position through strategic acquisitions, product development and an efficient distribution network. Our senior management team has an average of more than twenty years of packaging industry experience and has worked at our company for an average of more than ten years.

Strategy

Our principal strategic goals are to maximize our profitability and growth and to reduce debt by taking advantage of our competitive strengths and by pursuing the following business strategies:

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Corporate Structure

The following illustrates the simplified corporate structure of Intertape Polymer Group Inc.

Recent Developments

In October 2004, we announced our intention to discontinue operations at our facility located at Cumming, Georgia prior to January 2005. We expect to incur a one time charge of approximately $2.9 million in connection with the closing of this facility.

In November 2004, we announced our intention to discontinue operations at our facility located at Montreal, Quebec prior to February 2005. We expect to incur a one time charge of approximately $5.1 million in connection with the closing of this facility.

Corporate Information

Our principal executive offices are located at 110E Montee de Liesse, Montreal, Québec, Canada H4T 1N4, and the principal executive offices of Intertape Polymer US are located at 3647 Cortez Road West, Bradenton, Florida, 34219. Our telephone number is (941) 739-7507. Our website is http://www.intertapepolymer.com. However, the information on our website is not a part of this prospectus and you should rely only on the information contained in this prospectus when making a decision to participate in the exchange offer.

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The Exchange Offer

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The Exchange Notes

The terms of the exchange notes are identical in all material respects to those of the outstanding notes, except for the transfer restrictions and registration rights relating to the outstanding notes that do not apply to the exchange notes.

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You should carefully consider the information in the section entitled “Risk Factors” beginning on page 10.

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Summary Financial Information

The following table presents summary financial information. The summary financial information as of December 31, 2002 and 2003 and for each of the fiscal years ended December 31, 2001, 2002 and 2003 has been derived from, and should be read together with, our audited consolidated financial statements and the accompanying notes included elsewhere in this prospectus. The summary financial information as of and for the nine months ended September 30, 2003 and 2004 has been derived from, and should be read together with, our unaudited interim consolidated financial statements and the accompanying notes included elsewhere in this prospectus. In the opinion of management, all adjustments considered necessary for a fair presentation of our interim results and financial position have been included in those results and financial position. Interim results and financial position are not necessarily indicative of the results and financial position that can be expected for a full fiscal year. All of the following consolidated financial information should also be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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RISK FACTORS

An investment in the exchange notes is subject to numerous risks, including those listed below. You should carefully consider the following risks, along with the information provided in this prospectus, before deciding to participate in the exchange offer.

Risks Relating to Our Business

Increases in raw material costs or the unavailability of raw materials may adversely affect our profitability.

We have historically been able to pass on significant raw material cost increases through price increases to our customers. Nevertheless, our results of operations for individual quarters can and have been negatively impacted by delays between the time of raw material cost increases and price increases in our products. For example, during the first nine months of 2004, significant increases in the costs of polypropylene and natural rubber adversely affected our profitability because we were unable to pass along these price increases to our customers on a timely basis. We had difficulty in increasing our prices to offset these higher costs due to the failure of competitors to increase prices and customer resistance to price increases. Our profitability in the future may be adversely affected due to continuing increases in raw material prices. Additionally, we rely on our suppliers for deliveries of raw materials. If any of our suppliers were unable to deliver raw materials to us for an extended period of time, there is no assurance that our raw material requirements would be met by other suppliers on acceptable terms, or at all, which could have a material adverse effect on our results of operations.

Acquisitions have been and are expected to continue to be a substantial part of our growth strategy, which could expose us to significant business risks.

An important aspect of our business strategy is to make strategic acquisitions that will complement our existing products, expand our customer base and markets, improve distribution efficiencies and enhance our technological capabilities. Financial risks from these acquisitions include the use of our cash resources and incurring additional debt and liabilities. Further, there are possible operational risks including difficulties in assimilating and integrating the operations, products, technology, information systems and personnel of acquired companies; the loss of key personnel of acquired entities; the entry into markets in which we have no or limited prior experience; and difficulties honoring commitments made to customers of the acquired companies prior to the acquisition. The failure to adequately address these risks could adversely affect our business.

Although we perform due diligence investigations of the businesses or assets that we acquire, and anticipate continuing to do so for future acquisitions, there may be liabilities related to the acquired business or assets that we fail to, or are unable to, uncover during our due diligence investigation and for which we, as a successor owner, may be responsible. When feasible, we seek to minimize the impact of these types of potential liabilities by obtaining indemnities and warranties from the seller, which may in some instances be supported by deferring payment of a portion of the purchase price. However, these indemnities and warranties, if obtained, may not fully cover the liabilities because of their limited scope, amount or duration, the financial resources of the indemnitor or warrantor or other reasons.

Our ability to achieve our growth objectives depends in part on the timing and market acceptance of our new products.

Our business plan involves the introduction of new products, which are both developed internally and obtained through acquisitions. Our ability to introduce these products successfully depends on the demand for the products, as well as their price and quality. In the event the market does not accept these products or competitors introduce similar products, our ability to expand our markets and generate organic growth could be negatively impacted and there could be an adverse affect on our operating results.

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Our future results may be adversely affected by receiving fewer savings from our corporate initiatives than expected.

We achieved cost reductions of $5.5 million in 2002 and $6.0 million in 2003 through a variety of corporate initiatives. We expect to achieve additional cost reductions of approximately $8.5 million in 2004, as well as further reductions in future years. There can be no assurance that all of the estimated savings from these initiatives will be realized. Although we currently expect to achieve our goals, we may encounter unanticipated difficulties in implementing our initiatives.

We face significant competition.

The markets for our products are highly competitive. Competition in our markets is primarily based upon the quality, breadth and performance characteristics of our products, customer service and price. Our ability to compete successfully depends upon a variety of factors, including:

Some of our competitors outside of North America may, at times, have lower raw material, energy and labor costs and less restrictive environmental and governmental regulations to comply with than we do. Other competitors may be larger in size or scope than we are, which may allow them to achieve greater economies of scale on a global basis or allow them to better withstand periods of declining prices and adverse operating conditions.

In addition, there has been an increasing trend among our customers towards consolidation. With fewer customers in the market for our products, the strength of our negotiating position with these customers could be weakened, which could have an adverse effect on our pricing, margins and profitability.

We face risks related to our international operations.

We have customers and operations located outside the United States and Canada. In 2003, sales to customers located outside the United States and Canada represented approximately 6% of our sales. Our international operations present us with a number of risks and challenges, including:

In addition, our financial statements are reported in U.S. dollars while a portion of our sales is made in other currencies, primarily the Canadian dollar and the euro. A portion of our debt is also denominated in currencies other than the U.S. dollar. As a result, fluctuations in exchange rates between the U.S. dollar and foreign currencies can have a negative impact on our reported operating results and financial condition. Moreover, in some cases, the currency of our sales does not match the currency in which we incur costs, which can negatively affect our profitability. Fluctuations in exchange rates can also affect the relative competitive position of a particular facility where the facility faces competition from non-local producers, as well as our ability to successfully market our products in export markets.

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Our operations are subject to comprehensive environmental regulation and involve expenditures which may be material in relation to our operating cash flow.

Our operations are subject to extensive environmental regulation in each of the countries in which we maintain facilities. For example, United States (Federal and state) and Canadian (Federal and provincial) environmental laws applicable to us include statutes and regulations:

Our use of hazardous substances in our manufacturing processes and the generation of hazardous wastes not only by us, but by prior occupants of our facilities suggest that hazardous substances may be present at or near certain of our facilities or may come to be located there in the future. Consequently, we are required to monitor closely our compliance under all the various environmental regulations applicable to us. In addition, we arrange for the off-site disposal of hazardous substances generated in the ordinary course of our business.

We obtain Phase I or similar environmental site assessments, and Phase II environmental site assessments, if necessary, for most of the manufacturing facilities we own or lease at the time we either acquire or lease such facilities. These assessments typically include general inspections and may involve soil sampling and/or ground water analysis. The assessments have not revealed any environmental liability that, based on current information, we believe will have a material adverse effect on us. Nevertheless, these assessments may not reveal all potential environmental liabilities and current assessments are not available for all facilities. Consequently, there may be material environmental liabilities that we are not aware of. In addition, ongoing clean up and containment operations may not be adequate for purposes of future laws and regulations. The conditions of our properties could also be affected in the future by neighboring operations or the conditions of the land in the vicinity of our properties. These developments and others, such as increasingly stringent environmental laws and regulations, increasingly strict enforcement of environmental laws and regulations, or claims for damage to property or injury to persons resulting from the environmental, health or safety impact of our operations, may cause us to incur significant costs and liabilities that could have a material adverse effect on us.

Except as described below, we believe that all of our facilities are in material compliance with applicable environmental laws and regulations and that we have obtained, and are in material compliance with, all material permits required under environmental laws. We are currently remediating contamination at our Columbia, South Carolina plant, and we have installed a hydraulic barrier at our St. Laurent, Québec plant to prevent off-site migration of contaminated groundwater. Contamination at our St. Laurent plant may have migrated to the adjacent property. We are investigating to determine what additional action is required. We have completed remediation activities at our Marysville, Michigan facility and have requested final approval of the remediation from the State of Michigan. In addition, although certain of our facilities emit toluene and other pollutants into the air, these emissions are within current permitted limitations. We believe that these emissions from our U.S. facilities will meet the applicable future federal Maximum Available Control Technology (“MACT”) requirements, although additional testing or modifications at the facilities may be required. Currently, we estimate the cost of additional testing or modification at the facilities to comply with MACT requirements will be less than $500,000 through 2005. We believe that the ultimate resolution of these matters should not have a material adverse effect on our financial condition or results of operations.

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Our facilities are required to maintain numerous environmental permits and governmental approvals for their operations. Some of the environmental permits and governmental approvals that have been issued to us or to our facilities contain conditions and restrictions, including restrictions or limits on emissions and discharges of pollutants and contaminants, or may have limited terms. If we fail to satisfy these conditions or to comply with these restrictions, we may become subject to enforcement actions and the operation of the relevant facilities could be adversely affected. We may also be subject to fines, penalties or additional costs. We may not be able to renew, maintain or obtain all environmental permits and governmental approvals required for the continued operation or further development of the facilities, as a result of which the operation of the facilities may be limited or suspended.

We may be involved in litigation relating to our intellectual property rights, which may have an adverse impact on our business.

We rely on patent protection, as well as a combination of copyright, trade secret and trademark laws, nondisclosure and confidentiality agreements and other contractual restrictions to protect our proprietary technology. Litigation may be necessary to enforce these rights, which could result in substantial costs to us and a substantial diversion of management attention. If we do not adequately protect our intellectual property, our competitors or other parties could use the intellectual property that we have developed to enhance their products or make products similar to ours and compete more efficiently with us, which could result in a decrease in our market share.

While we have attempted to ensure that our products and the operations of our business do not infringe other parties’ patents and proprietary rights, our competitors or other parties may assert that our products and operations may be covered by patents held by them. In addition, because patent applications can take many years to issue, there may be applications now pending of which we are unaware, which may later result in issued patents which our products may infringe. If any of our products infringe a valid patent, we could be prevented from selling them unless we can obtain a license or redesign the products to avoid infringement. A license may not always be available or may require us to pay substantial royalties. We also may not be successful in any attempt to redesign any of our products to avoid any infringement. Infringement or other intellectual property claims, regardless of merit or ultimate outcome, can be expensive and time-consuming and can divert management’s attention from our core business.

Risks Relating to Our Indebtedness

Our substantial debt could adversely affect our financial condition and prevent us from fulfilling our obligations to you under the notes.

We have a significant amount of indebtedness. As of September 30, 2004, we had outstanding debt of approximately $335.4 million, which represented approximately 47.1% of our total capitalization. Of such total debt, approximately $210.4 million, or all of our senior debt, was secured, and an additional $71.8 million (net of $3.2 million in outstanding letters of credit) in loans available under our senior credit facility also would have been secured, if drawn upon.

Our substantial indebtedness could have important consequences for you by adversely affecting our financial condition and thus making it more difficult for us to satisfy our obligations with respect to the notes, including our obligations to pay principal and interest on the notes and our repurchase obligations, as well as our obligations under our new senior secured credit facility. Our substantial indebtedness could also:

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Despite our level of indebtedness, we will be able to incur substantially more debt. Incurring such debt could further exacerbate the risks to our financial condition described above.

We will be able to incur significant additional indebtedness in the future. Although the indenture governing the notes and the credit agreement governing our new senior secured credit facility each contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and the indebtedness incurred in compliance with these restrictions could be substantial. The restrictions also do not prevent us from incurring obligations that do not constitute indebtedness. To the extent new debt is added to our currently anticipated debt levels, the substantial leverage risks described above would increase. See “Description of Other Indebtedness — New Senior Secured Credit Facility” and “Description of the Notes.”

The notes and our new senior secured credit facility contain covenants that limit our flexibility and prevent us from taking certain actions.

The indenture governing the notes and the credit agreement governing our new senior secured credit facility include a number of significant restrictive covenants. These covenants could adversely limit our ability to plan for or react to market conditions, meet our capital needs and execute our business strategy. These covenants, among other things, limit our ability and the ability of our restricted subsidiaries to:

Our new senior secured credit facility includes other and more restrictive covenants and prohibit us from prepaying our other debt, including the notes, while borrowings under our new senior secured credit facility are outstanding. Our new senior secured credit facility also requires us to maintain certain financial ratios and meet other financial tests. Our failure to comply with these covenants could result in an event of default, which, if not cured or waived, could result in our being required to repay these borrowings before their scheduled due date. If we were unable to make this repayment or otherwise refinance these borrowings, the lenders under our new senior secured credit facility could elect to declare all amounts borrowed under our new senior secured credit facility, together with accrued interest, to be due and payable, which, in some instances, would be an event of default under the indenture governing the notes. In addition, these lenders could foreclose on our assets. If we were unable to

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refinance these borrowings on favorable terms, our results of operations and financial condition could be adversely impacted by increased costs and less favorable terms, including interest rates and covenants. Any future refinancing of our new senior secured credit facility is likely to contain similar restrictive covenants and financial tests.

We may not be able to generate sufficient cash flow to meet our debt service obligations, including payments on the exchange notes.

Our ability to generate sufficient cash flows from operations to make scheduled payments on our debt obligations will depend on our future financial performance, which will be affected by a range of economic, competitive, regulatory, legislative and business factors, many of which are outside of our control. If we do not generate sufficient cash flows from operations to satisfy our debt obligations, including payments on the notes, we may have to undertake alternative financing plans, such as refinancing or restructuring our debt, selling assets, reducing or delaying capital investments or seeking to raise additional capital. We cannot assure you that any refinancing would be possible or that any assets could be sold on acceptable terms or otherwise. Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our obligations on commercially reasonable terms, would have an adverse effect on our business, financial condition and results of operations, as well as on our ability to satisfy our obligations under the notes. In addition, any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations.

The exchange notes and the related guarantees are subordinated to all of our existing and future senior debt.

The exchange notes and the related guarantees each rank junior in right of payment to all of our existing and future senior debt, including the borrowings under our new senior secured credit facility, and all existing and future senior debt of our guarantors. As a result, upon any distribution to creditors in a bankruptcy, liquidation or reorganization or similar proceeding, the holders of our senior debt or senior debt of any of the guarantors will be entitled to be paid in full before Intertape Polymer US or the guarantors make any payment on the notes. Holders of secured debt similarly will have claims that are prior to the claims of holders of the exchange notes with respect to the value of assets securing such debt.

We cannot assure you that sufficient assets will remain after making payments on our senior debt to allow us to make any payments on the exchange notes. In addition, certain events of default under our senior debt would prohibit Intertape Polymer US and the guarantors from making payments on the exchange notes. As of September 30, 2004, we had approximately $210.4 million of debt that was senior to the notes and related guarantees and approximately $71.8 million (net of $3.2 million in outstanding letters of credit) of additional borrowing available under our new senior secured credit facility. We may also incur additional senior debt in the future, consistent with the terms of the indenture governing the notes and our other debt agreements.

Intertape Polymer US is dependent on the guarantors for cash to fund its obligations.

The exchange notes will be guaranteed by Intertape Polymer Group Inc. and all of its existing subsidiaries and, as required by the indenture governing the notes, future subsidiaries. Intertape Polymer US will not have any operations that generate cash flow and will not have any operating subsidiaries. Intertape Polymer Group Inc. and each of its subsidiaries are separate and distinct legal entities. Intertape Polymer US must receive distributions, payments or loans from Intertape Polymer Group Inc. and its other subsidiaries to satisfy its obligations on the exchange notes. If such amounts are not timely received by Intertape Polymer US, the guarantors would be obligated under the guarantees to make payments. Payments to Intertape Polymer US by Intertape Polymer Group Inc. and its subsidiaries will be contingent upon their earnings and business considerations. In addition, any payment of dividends, distributions, loans or advances by Intertape Polymer Group Inc. or its subsidiaries could be subject to statutory or contractual restrictions.

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Fraudulent conveyance laws could void the obligations of the guarantors.

Under U.S. bankruptcy law and comparable provisions of state fraudulent transfer laws or applicable Canadian federal or provincial laws, a guarantee could be voided, or claims in respect of a guarantee could be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

either:

(i) intended to hinder, delay, defeat or defraud any present or future creditor;

or

(ii) received less than reasonably equivalent value or fair consideration for the incurrence of the guarantee; and

(a) was insolvent or rendered insolvent by reason of the incurrence of the guarantee or, if in Canada, becomes subject to an insolvency proceeding;

(b) was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or

(c) intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

Moreover, any payments made by the guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor. To the extent that any guarantee is voided as a fraudulent conveyance, the claims of holders of the notes with respect to such guarantee would be adversely affected.

In addition, a legal challenge of a guarantee on fraudulent transfer grounds will focus on, among other things, the benefits, if any, realized by the relevant guarantor as a result of the issuance of the notes. The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the governing law. Generally, however, a guarantor would be considered insolvent if:

On the basis of historical financial information, recent operating history and other factors, we believe that the guarantees are being incurred for proper purposes and in good faith and that each guarantor, after giving effect to its guarantee of the notes, will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debts beyond its ability to pay such debts as they mature. There can be no assurance, however, as to what standard a court would apply in making such determinations or that a court would agree with our conclusions in this regard.

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Canadian bankruptcy and insolvency laws may impair the ability of the trustee under the indenture governing the exchange notes to enforce remedies under the exchange notes.

The rights of the trustee under the indenture governing the exchange notes to enforce remedies could be delayed by the restructuring provisions of applicable Canadian federal bankruptcy, insolvency and other restructuring legislation if the benefit of such legislation is sought with respect to Intertape Polymer Group Inc., a corporation incorporated under the laws of Canada, and one of the guarantors of the notes. For example, both the Bankruptcy and Insolvency Act (Canada) and the Companies’ Creditors Arrangement Act (Canada) contain provisions enabling an insolvent person to obtain a stay of proceedings against its creditors and to file a proposal to be voted on by the various classes of its affected creditors. A restructuring proposal, if accepted by the requisite majorities of each affected class of creditors and approved by the relevant Canadian court, would be binding on all creditors within each affected class, including those creditors that did not vote to accept the proposal. Moreover, this legislation, in certain instances, permits the insolvent debtor to retain possession and administration of its property, subject to court oversight, even though it may be in default under the applicable debt instrument, during the period that the stay against proceedings remains in place.

The powers of the court under the Bankruptcy and Insolvency Act (Canada), and particularly under the Companies’ Creditors Arrangement Act (Canada), have been exercised broadly to protect a restructuring entity from actions taken by creditors and other parties. Accordingly, we cannot predict whether guarantee payments by Intertape Polymer Group Inc. under the exchange notes would be made during any proceedings in bankruptcy, insolvency or other restructuring, whether or when the trustee could exercise its rights against Intertape Polymer Group Inc. under the indenture governing the exchange notes or whether and to what extent holders of the exchange notes would be compensated for any delays in payment, if any, of principal, interest and costs, including the fees and disbursements of the trustee.

You may be unable to enforce your rights under U.S. bankruptcy laws.

Intertape Polymer Group Inc. and certain of its subsidiaries are incorporated under the laws of Canada and a substantial amount of their assets are located outside of the United States. Under bankruptcy laws in the United States, courts typically assert jurisdiction over a debtor’s property, wherever located, including property situated in other countries. However, courts outside of the United States may not recognize the United States bankruptcy court’s jurisdiction over property located outside of the territorial limits of the United States. Accordingly, difficulties may arise in administering a United States bankruptcy case involving a Canadian debtor with property located outside of the United States, and any orders or judgments of a bankruptcy court in the United States may not be enforceable outside the territorial limits of the United States.

We may not have the ability to raise the funds to purchase the exchange notes upon a change of control as required by the indenture governing the exchange notes.

Upon the occurrence of certain change of control events, each holder of the exchange notes may require us to purchase all or a portion of the exchange notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. Our ability to repurchase the exchange notes upon a change of control will be limited by the terms of our other debt. Upon a change of control, we may be required immediately to repay the outstanding principal, any accrued interest and any other amounts owed by us under our new senior secured credit facility. We cannot assure you that we would be able to repay amounts outstanding under our new senior secured credit facility or obtain necessary consents under our new senior secured credit facility to repurchase the exchange notes. Any requirement to offer to purchase any outstanding exchange notes may result in our having to refinance our other outstanding debt, which we may not be able to do. In addition, even if we were able to refinance this debt, the refinancing may not be on terms favorable to us.

There are restrictions on your ability to resell the exchange notes.

The exchange notes have not been and will not be qualified for public distribution under the securities laws of any province or territory of Canada or the laws of any other jurisdiction where the exchange notes are being offered and sold. Except pursuant to exemptions under applicable securities laws, the exchange notes are not being offered and may not be offered or sold, directly or indirectly, in Canada or any other jurisdiction. The exchange

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notes may be transferred and resold only in compliance with the laws of such jurisdictions to the extent applicable to the transaction, the transferor or the transferee.

The market price for the exchange notes may be volatile.

Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes offered hereby. The market for the exchange notes, if any, may be subject to similar disruptions. Any such disruptions may adversely affect the value of the exchange notes.

It may be difficult for investors to enforce civil liabilities against Intertape Polymer Group Inc. under U.S. federal and state securities laws.

Intertape Polymer Group Inc. and certain of its subsidiaries are incorporated under the laws of Canada. Certain of their directors and executive officers, and certain directors and officers of Intertape Polymer US, are residents of Canada and a portion of their assets are located outside of the United States. In addition, certain subsidiaries are located in other foreign jurisdictions. As a result, it may be difficult or impossible for U.S. investors to effect service of process within the United States upon Intertape Polymer Group Inc., its Canadian subsidiaries, or its other foreign subsidiaries, or those directors and officers or to realize against them upon judgments of courts of the United States predicated upon the civil liability provisions of U.S. federal securities laws or securities or blue sky laws of any state within the United States. We believe that a judgment of a U.S. court predicated solely upon the civil liability provisions of the Securities Act and/or the Exchange Act would likely be enforceable in Canada if the U.S court in which the judgment was obtained had a basis for jurisdiction in the matter that was recognized by a Canadian court for such purposes. We cannot assure you that this will be the case. There is substantial doubt whether an action could be brought in Canada in the first instance on the basis of liability predicted solely upon such laws.

Risks Related to the Exchange Offer

If you do not exchange your outstanding notes for exchange notes in the exchange offer, your outstanding notes will continue to be subject to significant restrictions on transfer, and may be subject to a limited trading market and a significant diminution in value.

If you do not exchange your outstanding notes for the exchange notes in the exchange offer, you will continue to be subject to the restrictions on transfer described in the legend on your outstanding notes. In general, you may only offer or sell the outstanding notes if such offers and sales are registered under the Securities Act and applicable state securities laws, or exempt. To the extent outstanding notes are tendered and accepted in the exchange offer, the trading market, if any, for the remaining outstanding notes would be adversely affected and there could be a significant diminution in the value of the outstanding notes as compared to the value of the exchange notes.

An active public market may not develop for the exchange notes, which could adversely affect the market price and liquidity of the exchange notes.

The exchange notes constitute securities for which there is no established trading market. We do not intend to list the exchange notes on any securities exchange or to seek approval for quotation through any automated quotation system, and no active public market for the exchange notes is currently anticipated. If a market for the exchange notes should develop, the exchange notes could trade at a discount from their principal amount and they may be difficult to sell. Future trading prices of the exchange notes will depend on many factors, including prevailing interest rates, our operating results and the market for similar securities. As a result, you may not be able to resell any exchange notes or, if you are able to resell, you may not be able to do so at a satisfactory price.

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If you participate in the exchange offer for the purpose of participating in a distribution of the exchange notes you could be deemed an underwriter under the Securities Act and be required to deliver a prospectus when you resell the exchange notes.

If you exchange your outstanding notes in the exchange offer for the purpose of participating in a distribution of the exchange notes, you may be deemed an underwriter under the Securities Act. If so, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. If you are deemed to be an underwriter and do not comply with these prospectus delivery requirements, you may be subject to civil penalties.

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

In connection with the issuance and sale of the outstanding notes, we entered into a registration rights agreement with the initial purchasers of the outstanding notes. We are making the exchange offer to satisfy our obligations under the registration rights agreement.

Terms of the Exchange

We are offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, exchange notes for an equal principal amount of outstanding notes. The terms of the exchange notes are identical in all material respects to those of the outstanding notes, except for the transfer restrictions and registration rights relating to the outstanding notes which will not apply to exchange notes. The exchange notes will be entitled to the benefits of the indenture. See “Description of Notes.”

The exchange offer is not conditioned upon any minimum aggregate principal amount of outstanding notes being tendered or accepted for exchange. As of the date of this prospectus, US$125.0 million aggregate principal amount of the outstanding notes is outstanding. Outstanding notes tendered in the exchange offer must be tendered in a minimum principal amount of US$1,000 and integral multiples of US$1,000.

Based on certain interpretive letters issued by the staff of the Securities and Exchange Commission to third parties in unrelated transactions, holders of outstanding notes, except any holder who is an “affiliate” of ours within the meaning of Rule 405 under the Securities Act, who exchange their outstanding notes for exchange notes pursuant to the exchange offer generally may offer the exchange notes for resale, resell the exchange notes and otherwise transfer the exchange notes without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the exchange notes are acquired in the ordinary course of the holder’s business and the holder is not participating in, and has no arrangement or understanding with any person to participate in, a distribution of the exchange notes.

Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the outstanding notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes as described in “Plan of Distribution.” In addition, to comply with the securities laws of individual jurisdictions, if applicable, the exchange notes may not be offered or sold unless they have been registered or qualified for sale in the jurisdiction or an exemption from registration or qualification is available and complied with. We have agreed, pursuant to the registration rights agreement to register or qualify the exchange notes for offer or sale under the securities or blue sky laws of the jurisdictions you reasonably request in writing. If you do not exchange outstanding notes for exchange notes in the exchange offer, your outstanding notes will continue to be subject to restrictions on transfer.

If any holder of the outstanding notes is an affiliate of ours, or is engaged in or intends to engage in or has any arrangement or understanding with any person to participate in the distribution of the exchange notes to be acquired in the exchange offer, the holder would not be able to rely on the applicable interpretations of the Securities and Exchange Commission and would be required to comply with the registration requirements of the Securities Act, except for resales made pursuant to an exemption from, or in a transaction not subject to, the registration requirement of the Securities Act and applicable state securities laws.

Expiration Date; Extensions; Termination; Amendments

The exchange offer expires on the expiration date, which is 5:00 p.m., New York City time, on January 24, 2005 unless we in our sole discretion extend the period during which the exchange offer is open.

We reserve the right to extend the exchange offer at any time and from time to time prior to the expiration date by giving written notice to Wilmington Trust Company, the exchange agent, and by public announcement

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communicated by no later than 9:00 a.m. on the next business day following the previously scheduled expiration date, unless otherwise required by applicable law or regulation, by making a release to the Dow Jones News Service. However, if extended, the exchange offer will remain open for a maximum of 45 business days after the date of this prospectus. During any extension of the exchange offer, all outstanding notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us.

The exchange date will be the second business day following the expiration date. We expressly reserve the right to:

Unless we terminate the exchange offer prior to 5:00 p.m., New York City time, on the expiration date, we will exchange the exchange notes for the tendered outstanding notes on the exchange date. Any outstanding notes not accepted for exchange for any reason will be returned without expense to the tendering holder promptly after expiration or termination of the exchange offer. See “—Acceptance of Outstanding Notes for Exchange; Delivery of Exchange Notes” below for more information.

This prospectus and the related letter of transmittal and other relevant materials will be mailed by us to record holders of outstanding notes and will be furnished to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the lists of holders for subsequent transmittal to beneficial owners of outstanding notes.

Procedures for Tendering Outstanding Notes

The tender of outstanding notes by you pursuant to any one of the procedures set forth below will constitute an agreement between you and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

General Procedures. You may tender the notes by:

If tendered outstanding notes are registered in the name of the signer of the letter of transmittal and the exchange notes to be issued in exchange for those outstanding note are to be issued, or if a new note representing any untendered outstanding notes is to be issued, in the name of the registered holder, the signature of the signer need not be guaranteed. In any other case, the tendered outstanding notes must be endorsed or accompanied by

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written instruments of transfer in form satisfactory to us and duly executed by the registered holder and the signature on the endorsement or instrument of transfer must be guaranteed by a commercial bank or trust company located or having an office or correspondent in the United States or by a member firm of a national securities exchange or of the National Association of Securities Dealers, Inc. or by a member of a signature medallion program such as “STAMP.” If the exchange notes and/or outstanding notes not exchanged are to be delivered to an address other than that of the registered holder appearing on the note register for the outstanding notes, the signature on the letter of transmittal must be guaranteed by an eligible institution.

Any beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender outstanding notes should contact the holder promptly and instruct the holder to tender outstanding notes on the beneficial owner’s behalf. If the beneficial owner wishes to tender the outstanding notes itself, the beneficial owner must, prior to completing and executing the letter of transmittal and delivering the outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in the beneficial owner’s name or follow the procedures described in the immediately preceding paragraph. The transfer of record ownership may take considerable time.

A tender will be deemed to have been received as of the date when:

Issuances of exchange notes in exchange for outstanding notes tendered pursuant to a notice of guaranteed delivery or letter or facsimile transmission to similar effect by an eligible institution will be made only against deposit of the letter of transmittal, the tendered outstanding notes, or book-entry confirmation, if applicable and any other required documents.

All questions as to the validity, form, eligibility, including time of receipt, and acceptance for exchange of any tender of outstanding notes will be determined by us, and will be final and binding. We reserve the absolute right to reject any or all tenders not in proper form or the acceptances for exchange of which may, upon advice of our counsel, be unlawful. We also reserve the absolute right to waive any of the conditions of the exchange offer or any defects or irregularities in tenders of any particular holder whether or not similar defects or irregularities are waived in the case of other holders. Neither we, the exchange agent nor any other person will be under any duty to give notification of any defects or irregularities in tenders or will incur any liability for failure to give any such notification. Our interpretation of the terms and conditions of the exchange offer, including the letter of transmittal and its instructions, will be final and binding.

The method of delivery of outstanding notes and all other documents is at the election and risk of the tendering holders, and delivery will be deemed made only when actually received and confirmed by the exchange agent. If the delivery is by mail, it is recommended that registered mail properly insured with return receipt requested be used and that the mailing be made sufficiently in advance of the expiration date to permit delivery to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date. As an alternative to delivery by mail, holders may wish to consider overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date. No letter of transmittal or outstanding notes should be sent to us. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect the above transactions for the holders.

Book-Entry Transfer. The exchange agent will make a request to establish an account with respect to the outstanding notes at DTC for purposes of the exchange offer within two business days after the prospectus is mailed to holders, and any financial institution that is a participant in DTC may make book-entry delivery of outstanding

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notes by causing DTC to transfer the outstanding notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer.

Guaranteed Delivery Procedures. If you desire to tender outstanding notes pursuant to the exchange offer, but time will not permit a letter of transmittal, the outstanding notes or other required documents to reach the exchange agent on or before the expiration date, or if the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected if the exchange agent has received at its office a letter or facsimile transmission from an eligible institution setting forth the name and address of the tendering holder, the names in which the outstanding notes are registered, the principal amount of the outstanding notes being tendered and, if possible, the certificate numbers of the outstanding notes to be tendered, and stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange trading days after the expiration date, the outstanding notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a properly completed and duly executed letter of transmittal and any other required documents, will be delivered by the eligible institution to the exchange agent in accordance with the procedures outlined above. Unless outstanding notes being tendered by the above-described method are deposited with the exchange agent, including through a book-entry confirmation, within the time period set forth above and accompanied or preceded by a properly completed letter of transmittal and any other required documents, we may, at our option, reject the tender. Additional copies of a notice of guaranteed delivery which may be used by eligible institutions for the purposes described in this paragraph are available from the exchange agent.

Terms and Conditions of the Letter of Transmittal

The letter of transmittal contains, among other things, the following terms and conditions, which are part of the exchange offer.

The transferring party tendering outstanding notes for exchange will be deemed to have exchanged, assigned and transferred the outstanding notes to us and to have irrevocably constituted and appointed the exchange agent as the transferor’s agent and attorney-in-fact to cause the outstanding notes to be assigned, transferred and exchanged. The transferor will be required to represent and warrant that it has full power and authority to tender, exchange, assign and transfer the outstanding notes and to acquire exchange notes issuable upon the exchange of the tendered outstanding notes and that, when the same are accepted for exchange, we will acquire good and unencumbered title to the tendered outstanding notes, free and clear of any and all liens, restrictions, other than restrictions on transfer, charges and encumbrances and that the notes are not and will not be subject to any adverse claim. The transferor will be required to also agree that it will, upon request, execute and deliver any additional documents deemed by the exchange agent or us to be necessary or desirable to complete the exchange, assignment and transfer of tendered outstanding notes. The transferor will be required to agree that acceptance of any tendered outstanding notes by us and the issuance of exchange notes in exchange for tendered outstanding notes will constitute performance in full by us of our obligations under the registration rights agreement and that we will have no further obligations or liabilities under the registration rights agreement, except in limited circumstances. All authority conferred by the transferor will survive the death, bankruptcy or incapacity of the transferor and every obligation of the transferor and will be binding upon the heirs, legal representatives, successors, assigns, executors, administrators and trustees in bankruptcy of the transferor.

By tendering outstanding notes and executing the letter of transmittal, the transferor will be required to certify that:

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Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities must acknowledge that it will deliver a prospectus in connection with any resale of exchange notes.

Withdrawal Rights

Outstanding notes tendered pursuant to the exchange offer may be withdrawn at any time prior to the expiration date.

For a withdrawal to be effective, a written letter or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth in the letter of transmittal not later than the close of business on the expiration date. Any notice of withdrawal must specify the person named in the letter of transmittal as having tendered outstanding notes to be withdrawn, the certificate numbers and principal amount of outstanding notes to be withdrawn, that the holder is withdrawing its election to have such outstanding notes exchanged and the name of the registered holder of the outstanding notes. The notice must be signed by the holder in the same manner as the original signature on the letter of transmittal, including any required signature guarantees, or be accompanied by evidence satisfactory to us that the person withdrawing the tender has succeeded to the beneficial ownership of the outstanding notes being withdrawn. The exchange agent will return the properly withdrawn outstanding notes promptly following receipt of notice of withdrawal. Properly withdrawn outstanding notes may be retendered by following one of the procedures described under “—Procedures for Tendering Outstanding Notes” above at any time on or prior to the expiration date. If outstanding notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn outstanding notes and otherwise comply with the procedures of such facility. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by us, and will be final and binding on all parties.

Acceptance of Outstanding Notes for Exchange; Delivery of Exchange Notes

Upon the terms and subject to the conditions of the exchange offer, the acceptance for exchange of outstanding notes validly tendered and not withdrawn and the issuance of the exchange notes will be made on the exchange date. For purposes of the exchange offer, we will be deemed to have accepted for exchange validly tendered outstanding notes when, and if we have given written notice to the exchange agent.

The exchange agent will act as agent for the tendering holders of outstanding notes for the purposes of receiving exchange notes from us and causing the outstanding notes to be assigned, transferred and exchanged. Upon the terms and subject to the conditions of the exchange offer, delivery of exchange notes to be issued in exchange for accepted outstanding notes will be made by the exchange agent on the exchange date. Any outstanding notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder without cost to the holder, or, in the case of outstanding notes tendered by book-entry transfer into the exchange agent’s account at DTC pursuant to the book-entry procedures described above, the outstanding notes will be credited to an account maintained by the holder with DTC for the outstanding notes, as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer.

Conditions to the Exchange Offer

Notwithstanding any other provision of the exchange offer, or any extension of the exchange offer, we will not be required to issue exchange notes in exchange for any properly tendered outstanding notes not previously accepted and may terminate the exchange offer, by oral or written notice to the exchange agent and by timely public

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announcement communicated, unless otherwise required by applicable law or regulation, to the Dow Jones News Service, or, at our option, modify or otherwise amend the exchange offer, if:

We may waive any or all of these conditions at any time, in whole or in part, prior to the expiration of the exchange offer. The failure by us at any time to exercise any of the foregoing rights will not be deemed a waiver of any right. In addition, we reserve the right, notwithstanding the satisfaction of these conditions, to terminate or amend the exchange offer.

Any determination by us concerning the fulfillment or non-fulfillment of any conditions will be final and binding upon all parties.

In addition, we will not accept for exchange any outstanding notes tendered, and no exchange notes will be issued in exchange for any outstanding notes, if at that time, any stop order has been issued, or is threatened with respect to the registration statement of which this prospectus is a part or with respect to the qualification of the indenture under the Trust Indenture Act, as amended.

Exchange Agent

Wilmington Trust Company has been appointed as the exchange agent for the exchange offer. Questions relating to the procedure for tendering, as well as requests for additional copies of this prospectus, the letter of transmittal or a notice of guaranteed delivery, should be directed to the exchange agent as follows:

Delivery of the letter of transmittal to an address other than as set forth above, or transmission of instructions via facsimile other than as set forth above, will not constitute a valid delivery.

Wilmington Trust Company also acts as trustee under the indenture.

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Solicitation of Tenders; Expenses

We have not retained any dealer-manager or similar agent in connection with the exchange offer and we will not make any payments to brokers, dealers or others for soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for reasonable out-of-pocket expenses. The expenses to be incurred in connection with the exchange offer, including the fees and expenses of the exchange agent and printing, accounting and legal fees, will be paid by us and are estimated at approximately $200,000.

No person has been authorized to give any information or to make any representations in connection with the exchange offer other than those contained in this prospectus. If given or made, the information or representations should not be relied upon as having been authorized by us. Neither the delivery of this prospectus nor any exchange made in the exchange offer, will, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or any earlier date as of which information is given in this prospectus. The exchange offer is not being made to, nor will tenders be accepted from or on behalf of, holders of outstanding notes in any jurisdiction in which the making of the exchange offer or the acceptance would not be in compliance with the laws of the jurisdiction. However, we may, at our discretion, take any action as we may deem necessary to make the exchange offer in any jurisdiction. In any jurisdiction where its securities laws or blue sky laws require the exchange offer to be made by a licensed broker or dealer, the exchange offer is being made on our behalf by one or more registered brokers or dealers licensed under the laws of the jurisdiction.

Appraisal Rights

You will not have dissenters’ rights or appraisal rights in connection with the exchange offer.

Accounting Treatment

The exchange notes will be recorded at the carrying value of the outstanding notes as reflected on our accounting records on the date of the exchange. Accordingly, no gain or loss for accounting purposes will be recognized by us upon the exchange of exchange notes for outstanding notes. Expenses incurred in connection with the issuance of the exchange notes will be amortized over the term of the exchange notes.

Transfer Taxes

If you tender your outstanding notes, you will not be obligated to pay any transfer taxes in connection with the exchange offer unless you instruct us to register exchange notes in the name of, or request outstanding notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered holder, in which case you will be responsible for the payment of any applicable transfer tax.

Tax Considerations

We advise you to consult your own tax advisers as to your particular circumstances and the effects of any state, local or foreign tax laws to which you may be subject.

United States. The following discussion is based upon the provisions of the Internal Revenue Code of 1986, as amended, regulations, rulings and judicial decisions, in each case as in effect on the date of this prospectus, all of which are subject to change.

The exchange of an outstanding note for an exchange note will not constitute a taxable exchange. The exchange will not result in taxable income, gain or loss being recognized by you or by us. Immediately after the exchange, you will have the same adjusted basis and holding period in each exchange note received as you had immediately prior to the exchange in the corresponding outstanding note surrendered.

Canada. The following discussion is based upon the provisions of the Income Tax Act (Canada), the regulations thereunder, judicial decisions and published statements of the current administrative practices of Canada

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Customs and Revenue Agency, in each case as in effect on the date of this prospectus, all of which are subject to change. A non-resident of Canada who deals at arm’s length with Intertape and does not use or hold, and is not deemed to use or hold, the outstanding notes in the course of carrying on business in Canada will not be liable for any Canadian federal income tax as a consequence of the exchange of outstanding notes for exchange notes pursuant to the offer.

See “Important U.S. and Canadian Tax Considerations” for more information.

Consequences of Failure to Exchange

As consequence of the offer or sale of the outstanding notes pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws, holders of outstanding notes who do not exchange outstanding notes for exchange notes in the exchange offer will continue to be subject to the restrictions on transfer of the outstanding notes. In general, the outstanding notes may not be offered or sold unless such offers or sales are registered under the Securities Act, or exempt from, or not subject to, the Securities Act and applicable state securities laws.

Upon completion of the exchange offer, due to the restrictions on transfer of the outstanding notes and the absence of similar restrictions applicable to the exchange notes, it is likely that the market, if any, for outstanding notes will be relatively less liquid than the market for exchange notes. Consequently, holders of outstanding notes who do not participate in the exchange offer could experience significant diminution in the value of their outstanding notes, compared to the value of exchange notes.

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USE OF PROCEEDS

We will not receive any proceeds from the issuance of the exchange notes. The net proceeds from the sale of the outstanding notes, after deduction of underwriting discounts and expenses, were approximately $122.7 million. We used the net proceeds, together with borrowings under our new senior secured credit facility to refinance substantially all of our existing indebtedness of $281.0 million, to pay other premiums and other fees and expenses associated with the refinancing of $29.8 million and the balance for general corporate purposes. The refinanced debt was scheduled to mature between May 2005 and May 2009 and had an average annual interest rate of 9.5%. Approximately $273.7 million, or 100.0%, of the refinance debt was secured.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of September 30, 2004. You should read this table in conjunction with our consolidated financial statements and the related notes included elsewhere in this prospectus.

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SELECTED FINANCIAL INFORMATION

The following table presents selected financial information. The selected financial information as of December 31, 2002 and 2003 and for each of the fiscal years ended December 31, 2001, 2002 and 2003 has been derived from, and should be read together with, our audited consolidated financial statements and the accompanying notes included elsewhere in this prospectus. The selected financial information as of December 31, 1999, 2000 and 2001 and for each of the fiscal years ended December 31, 1999 and 2000 has been derived from our audited consolidated financial statements, which are not included in this prospectus. The selected financial information as of and for the nine months ended September 30, 2003 and 2004 has been derived from, and should be read together with, our unaudited interim consolidated financial statements and the accompanying notes, included elsewhere in this prospectus. In the opinion of management, all adjustments considered necessary for a fair presentation of our interim results and financial position have been included in those results and financial position. Interim results and financial position are not necessarily indicative of the results and financial position that can be expected for a full fiscal year. All of the following consolidated financial information should also be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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