As filed with the Securities and Exchange Commission on May 29, 2020.
RegistrationNo. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FormS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CLEARWATER PAPER CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 20-3594554 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
601 West Riverside Ave., Suite 1100 Spokane, Washington (Address of principal executive offices) | 99201 (Zip Code) | |
Clearwater Paper Corporation 2017 Stock Incentive Plan
(Full title of the plan)
Michael S. Gadd Senior Vice President, General Counsel and Corporate Secretary Clearwater Paper Corporation 601 West Riverside Ave., Suite 1100 Spokane, Washington (509)344-5900 (Name, address and telephone number of agent for service) | Copy to: Justin D. Hovey, Esq. Pillsbury Winthrop Shaw Pittman LLP Four Embarcadero Center, 22nd Floor San Francisco, CA 94111 (415)983-1000 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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 Rule12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | 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(2) | Proposed Maximum Aggregate Offering Price(2) | Amount of Registration Fee | ||||
Common Stock, par value $0.0001 per share | 1,000,000 shares | $29.59 | $29,590,000 | $3,840.78 | ||||
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| (1) | Calculated pursuant to General Instruction E toForm S-8. |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) of the Securities Act of 1933 based upon the average of the high and low sales prices of Clearwater Paper Corporation’s Common Stock on The New York Stock Exchange on May 26, 2020. |
INFORMATION REQUIRED PURSUANT
TO GENERAL INSTRUCTION E TOFORM S-8
General Instruction E Information
This Registration Statement on FormS-8 is filed by Clearwater Paper Corporation (the “Registrant”) for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant onForm S-8 relating to awards granted under the Registrant’s 2017 Stock Incentive Plan, as amended, is effective.
The Registrant’sForm S-8 Registration Statement filed with the Securities and Exchange Commission (the “Commission”) on July 28, 2017 (File No. 333- 219560) is hereby incorporated by reference.
Part II
Information Required in the Registration Statement
| Item 3. | Incorporation of Documents by Reference. |
The following documents previously filed by the Registrant with the Commission are hereby incorporated by reference in this Registration Statement:
(1) the Registrant’s Annual Report onForm10-K for the year ended December 31, 2019;
(2) the Registrant’s Quarterly Report onForm10-Q for the quarter ended March 31, 2020;
(3) the Registrant’s Current Reports on Form8-K filed onJanuary 28, 2020,January 31, 2020,April 9, 2020,May 1, 2020, andMay 19, 2020; and
(4) the description of the Registrant’s Common Stock contained under the heading “Description of Capital Stock” contained in the Information Statement filed as Exhibit 99.2 to theForm8-K filed on December 3, 2008, including any amendment or report filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. The Registrant is not, however, incorporating, in each case, any documents or information that the Registrant is deemed to furnish and not file in accordance with Commission rules.
| Item 8. | Exhibits. |
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Spokane, State of Washington, on May 29, 2020.
CLEARWATER PAPER CORPORATION | ||
| By: | /s/ Arsen S. Kitch | |
Arsen S. Kitch | ||
President and Chief Executive Officer | ||
(Principal Executive Officer) | ||
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Arsen S. Kitch, Michael J. Murphy, and Michael S. Gadd, and each of them, his or her true and lawfulattorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission granting unto saidattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:
| Signature | Title | Date | ||
/s/ Arsen S. Kitch | President and Chief Executive Officer (Principal Executive Officer) and Director | May 29, 2020 | ||
| Arsen S. Kitch | ||||
/s/ Michael J. Murphy | Senior Vice President, Finance and Chief Financial Officer (Principal Financial Officer) | May 29, 2020 | ||
| Michael J. Murphy | ||||
/s/ Rebecca A. Barckley | Vice President, Corporate Controller (Principal Accounting Officer) | May 29, 2020 | ||
| Rebecca A. Barckley | ||||
/s/ John J. Corkrean | Director | May 29, 2020 | ||
| John J. Corkrean | ||||
/s/ Kevin J. Hunt | Director | May 29, 2020 | ||
| Kevin J. Hunt | ||||
/s/ William D. Larsson | Director | May 29, 2020 | ||
| William D. Larsson | ||||
/s/ John W. Laymon | Director | May 29, 2020 | ||
| John W. Laymon | ||||
/s/ John P. O’Donnell | Director | May 29, 2020 | ||
| John P. O’Donnell | ||||
/s/ Ann C. Nelson | Director | May 29, 2020 | ||
| Ann C. Nelson | ||||
/s/ Alexander Toeldte | Director and Chair | May 29, 2020 | ||
| Alexander Toeldte | ||||
