UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 40-F ANNUAL REPORT PURSUANT TO SECTION 13(a) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 2001 Commission file number: 1-10928 INTERTAPE POLYMER GROUP INC. (Exact name of Registrant as specified in its charter) Canada (Jurisdiction of incorporation or organization) 110E Montee de Liesse, St. Laurent, Quebec H4T 1N4 Canada (514) 731-0731 (Address and telephone number of Registrant's principal executive offices) Burgess H. Hildreth, 3647 Cortez Road West, Bradenton, Florida, 34219 (941) 727-5788 (Name, address and telephone number of Agent for service in the United States) Securities registered pursuant to Section 12(b) of the Act: Title of each class: Name of each Exchange on which registered: Common Shares, without nominal or New York Stock Exchange par value The Toronto Stock Exchange Securities registered or to be registered pursuant to Section 12(g) of the Act: -NONE- Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: -NONE- For annual reports, indicate by check mark the information filed with this form: [X] Annual Information Form [X] Audited Annual Financial Statements The number of outstanding shares of each of the issuer's classes of capital stock as of December 31, 2001 is: 28,506,110 Common Shares -0- Preferred Shares Indicate by check mark whether the registrant by filing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the "Exchange Act"). If "Yes" is marked, indicate the file number assigned to the registrant in connection with such rule. Yes [ ] No [X] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] 2 EXHIBIT INDEX Exhibit No. Description Page No. ----------- ----------- -------- 1 Annual Information Form dated May 21, 2002........................................ -4- 2 Consent of Independent Accountants ............................................... -33- 3 Credit Agreement dated December 20, 2001.......................................... -34- 4 Amended and Restated Note Agreement dated December 20, 2001 (US$137,000,000 Senior Secured Notes due March 31, 2008)..... -134- 5 Amended and Restated Note Agreement dated December 20, 2001 (US$25,000,000 Senior Secured Notes, Series A, Due 2005; US$112,000,000 Senior Secured Notes, Series B, Due 2009)............. -226- 6 2001 Annual Report, including: Audited Annual Consolidated Financial Statements (Pg. 19) Management's Discussion and Analysis for 2001 (Pg. 6).......................... -319- 3