As filed with the Securities and Exchange Commission on August 5, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RESOLUTE FOREST PRODUCTS INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 98-0526415 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
111 Robert-Bourassa Blvd., Suite 5000, Montreal, Quebec, Canada H3C 2M1
(Address of Principal Executive Offices, Including Zip Code)
Resolute Forest Products 2019 Equity Incentive Plan
(Full title of the plan)
The Corporation Trust Company
Corporation Trust Center, 1209 Orange Street
Wilmington, Delaware 19801
(Name and address of agent for service)
302-658-7581
(Telephone number, including area code, of agent for service)
COPIES TO:
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Resolute Forest Products Inc. 111 Robert-Bourassa Blvd., Suite 5000 Montreal, Quebec, Canada H3C 2M1 (514) 875-2160 Attention: Remi G. Lalonde | | Seyfarth Shaw LLP Willis Tower 233 S. Wacker Drive, Suite 8000 Chicago, IL 60606-6448
(312) 460-5000
Attention: Ameena Majid |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer | | ☐ | | Accelerated filer | | ☒ |
| | | |
| Non-accelerated filer | | ☐ | | Smaller reporting company | | ☐ |
| | | |
| | | | Emerging growth company | | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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|
Title of securities
to be registered | | Amount to be Registered (1) | | Proposed maximum offering price per share | | Proposed maximum aggregate
offering price | | Amount of registration fee |
Common Stock, $0.001 par value per share | | 2,300,000 shares | | $3.21 (2) | | $7,383,000.00 | | $958.31 |
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| (1) | Calculated pursuant to General Instruction E to Form S-8. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall be deemed to cover any additional securities to be offered or issued from stock splits, stock dividends or similar transactions. |
| (2) | Estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act based on the average of the high and low prices for the registrant’s common stock as reported on the New York Stock Exchange on August 3, 2020. |
