UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
June 8, 2009 (June 4, 2009)
Date of Report (Date of earliest event reported)
DOMTAR CORPORATION
(Exact name of registrant as specified in its charter)
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| DELAWARE | | 001-33164 | | 20-5901152 |
| (State or other jurisdiction | | (Commission File Number) | | (IRS Employer |
| of incorporation) | | | | Identification No.) |
395 de Maisonneuve Blvd. West
Montreal, Quebec
Canada H3A 1L6
(Address and zip code of principal executive offices)
(514) 848-5400
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
(a) On June 4, 2009, the Company filed a Certificate of Amendment of the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, to become effective at 6:01 p.m. (EDT) on June 10, 2009 (the “Effective Time”), to effect the previously announced 1-for-12 reverse stock split of its common stock, par value $0.01 per share. As a result of the reverse stock split, every 12 shares of the Company’s common stock that are issued and outstanding at the Effective Time, will be automatically combined into one issued and outstanding share, without any change in the par value of such shares, subject to the elimination of fractional shares. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
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| Exhibit 3.1: | | Certificate of Amendment of the Amended and Restated Certificate of Domtar Corporation |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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DOMTAR CORPORATION (Registrant) |
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| By: | | /s/ Razvan L. Theodoru |
| | Name: Razvan L. Theodoru Title: Vice-President and Secretary Date: June 8, 2009 |
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Exhibit Index
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Exhibit No. | | Exhibit |
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| Exhibit 3.1: | | Certificate of Amendment of the Amended and Restated Certificate of Domtar Corporation |
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