Securities Registration: Employee Benefit Plan (s-8)
15 Maggio 2023 - 9:09PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 15, 2023.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CLEARWATER PAPER CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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20-3594554 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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601 West Riverside Ave., Suite 1100
Spokane, Washington |
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99201 |
(Address of principal executive offices) |
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(Zip Code) |
Clearwater Paper Corporation 2017 Stock Incentive Plan
(Full title of the plan)
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Copy to: |
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 |
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Justin D. Hovey, Esq.
Pillsbury Winthrop Shaw Pittman LLP
Four Embarcadero Center, 22nd Floor
San Francisco, CA 94111
(415) 983-1000 |
(Name, address and telephone
number of agent for service) |
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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 |
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☐ |
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Accelerated filer |
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☒ |
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Non-accelerated filer |
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☐ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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☐ |
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Emerging growth company |
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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. ☐
PART I
Information Required in the Prospectus
General Instruction E Information
This Registration Statement on Form S-8 (the Registration Statement) is filed by Clearwater
Paper Corporation (the Registrant or the Company) for the purpose of increasing the number of securities of the same class as other securities for which certain Registration Statements of the Registrant on Form S-8 relating to awards granted under the Registrants 2017 Stock Incentive Plan, as amended, are effective.
The Registrants Form S-8 Registration Statements filed with the Securities and Exchange
Commission (the Commission) on July 28, 2017 (File No. 333- 219560) and on May
29, 2020 (File No. 333-238784) are 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 Registrants Annual Report on Form
10-K for the year ended December 31, 2022;
(2) the Registrants Quarterly Report on
Form 10-Q for the quarter ended March 31, 2023;
(3) the Registrants Current Reports on Form 8-K filed on March 16,
2023 and May 15, 2023; and
(4) The description of the Registrants Common Stock contained under the heading Description of Capital Stock contained in the
Information Statement filed as Exhibit 99.2 to the Form 8-K filed on December 3, 2008, including any amendment or
report filed for the purpose of updating such description.
In addition, all documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 (the Exchange Act), subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all
securities offered hereby 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.
Any statement contained in this Registration Statement or in a document incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any subsequently filed document that is deemed to be incorporated by reference in this Registration
Statement modifies or supersedes such statement.
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Exhibit No. |
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Description |
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4.1 |
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Restated Certificate of Incorporation of the Company, effective as of December
16, 2008, as filed with the Secretary of State of the State of Delaware (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed with the Commission on December
18, 2008). |
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4.2 |
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Amended and Restated Bylaws of the Company, effective as of December
16, 2008 (incorporated by reference to Exhibit 3.2 to the Companys Current Report on Form 8-K filed with the Commission on December 18, 2008). |
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5.1 |
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Opinion of Michael S. Gadd, Senior Vice President, General Counsel and Corporate Secretary. |
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23.1 |
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Consent of KPMG LLP, Independent Registered Public Accounting Firm. |
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23.2 |
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Consent of Michael S. Gadd, Senior Vice President, General Counsel and Corporate Secretary (included in Exhibit 5.1). |
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24.1 |
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Powers of Attorney (included on the signature page hereto). |
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107.1 |
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Filing Fee Table |
SIGNATURES
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 Form S-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 15, 2023.
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CLEARWATER PAPER CORPORATION |
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By: |
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/s/ Arsen S. Kitch |
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Arsen S. Kitch |
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President and Chief Executive Officer |
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(Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Arsen S. Kitch, Michael J. Murphy and
Michael S. Gadd, and each of them, his or her true and lawful attorneys-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 said attorneys-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 said
attorneys-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:
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Signature |
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Title |
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Date |
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/s/ Arsen S. Kitch
Arsen S. Kitch |
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President and Chief Executive Officer
(Principal Executive Officer) and Director |
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May 15, 2023 |
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/s/ Michael J. Murphy
Michael J. Murphy |
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Senior Vice President, Finance and Chief Financial Officer (Principal Financial Officer) |
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May 15, 2023 |
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/s/ Rebecca A. Barckley
Rebecca A. Barckley |
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Vice President, Corporate Controller (Principal
Accounting Officer) |
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May 15, 2023 |
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/s/ Alexander Toeldte
Alexander Toeldte |
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Director and Chair |
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May 15, 2023 |
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/s/ John J. Corkrean
John J. Corkrean |
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Director |
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May 15, 2023 |
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/s/ Jeanne M. Hillman
Jeanne M. Hillman |
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Director |
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May 15, 2023 |
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/s/ Kevin J. Hunt
Kevin J. Hunt |
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Director |
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May 15, 2023 |
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/s/ Joe W. Laymon
Joe W. Laymon |
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Director |
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May 15, 2023 |
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/s/ Ann C. Nelson
Ann C. Nelson |
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Director |
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May 15, 2023 |
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/s/ John P. ODonnell
John P. ODonnell |
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Director |
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May 15, 2023 |
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/s/ Christine M. Vickers
Christine M. Vickers |
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Director |
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May 15, 2023 |
Grafico Azioni ClearWater Paper (NYSE:CLW)
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Grafico Azioni ClearWater Paper (NYSE:CLW)
Storico
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