Orchids Paper Products S8 Registration of securities for employees

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

ORCHIDS PAPER PRODUCTS COMPANY

(Exact name of registrant as specified in its charter)


Delaware (State of Incorporation)		23-2956944 (I.R.S. Employer Identification No.)

4826 Hunt Street

Pryor, Oklahoma 74361

(918) 825-0616

(Address of principal executive offices)

Orchids Paper Products Company Stock Incentive Plan, As Amended
(Full title of the plans)

Robert Snyder
Chief Executive Officer

Orchids Paper Products Company
4826 Hunt Street

Pryor, Oklahoma 74361
(918) 825-0616
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Donald E. Figliulo, Esq.

C. Brendan Johnson, Esq.

Bryan Cave LLP

161 North Clark Street

Chicago, Illinois 60601

(312) 602-5000

(312) 602-5050 (fax)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨ Accelerated filer x

Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company ¨

CALCULATION OF REGISTRATION FEE



Title of Securities To be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common stock, $0.001 par value per share	200,000(1)	$11.73(2)	$2,346,000	$272.37

(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this registration statement shall also cover any additional shares of Registrant’s common stock, par value $0.001 per share (the “Common Stock”), that become issuable under the Orchids Paper Products Company Stock Incentive Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.

(2) Estimated pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee and is based upon the average ($11.73) of the high ($12.00) and low ($11.46) prices of the Registrant’s Common Stock as reported by the NYSE Amex on June 24, 2011.

EXPLANATORY NOTE

On March 10, 2011, the Board of Directors of Orchids Paper Products Company (the “Company��) approved an amendment to the Company’s Stock Incentive Plan (the “Plan”) to increase the maximum number of shares that may be issued pursuant to options or other awards granted under the Plan by 200,000 shares. The amendment was subject to the approval of the Company’s stockholders. The Company’s stockholders approved the amendment to the Stock Incentive Plan at the Company’s Annual Meeting of Stockholders held on May 19, 2011.

The additional shares to be registered by this Registration Statement are of the same class as those securities covered by the Company’s previously filed Registration Statements on Form S-8 filed on September 13, 2005 (Registration No. 333-128293) and August 6, 2008 (Registration No. 333-152815), with respect to the Plan (the “Prior Registration Statements”). This Registration Statement on Form S-8 has been prepared and filed pursuant to and in accordance with the requirements of General Instruction E to Form S-8 for the purpose of effecting the registration under theSecurities Act of 1933, as amended,of an additional 200,000 shares issuable pursuant to awards to be granted under the Plan. Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements made in connection with the Plan, including the periodic reports that the Company filed after the Prior Registration Statements to maintain current information about the Company, are incorporated herein by reference.

PART I

INFORMATION REQUIRED IN
THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.