As filed with the Securities and Exchange Commission on May 29, 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

 

 

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, 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.

 

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

 

 

 

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

 

 

(1)

Calculated pursuant to General Instruction E to Form 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 TO FORM S-8

General Instruction E Information

This Registration Statement on Form S-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 on Form S-8 relating to awards granted under the Registrant’s 2017 Stock Incentive Plan, as amended, is effective.

The Registrant’s Form 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 on Form 10-K for the year ended December 31, 2019;

(2) the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020;


(3) the Registrant’s Current Reports on Form 8-K filed on January  28, 2020, January 31, 2020, April 9, 2020, May 1, 2020, and May 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 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 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.

 

Exhibit
No.
  

Description

4.1    Restated Certificate of Incorporation of the Company, effective as of December  16, 2008, as filed with the Secretary of State (incorporated by reference to Exhibit 3.1 to Company’s Current Report on Form 8-K filed with the Commission on December 18, 2008).
4.2    Amended and Restated Bylaws of the Company, effective as of December  16, 2008 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Commission on December 18, 2008).
5.1   

Opinion of Michael S. Gadd, Senior Vice President, General Counsel and Corporate Secretary.

23.1   

Consent of KPMG LLP, Independent Registered Public Accounting Firm.

23.2   

Consent of Michael S. Gadd, Senior Vice President, General Counsel and Corporate Secretary (included in Exhibit 5.1).

24.1   

Powers of Attorney (included on the signature page).


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 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 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:

 

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
EX-5.1

Exhibit 5.1

May 29, 2020

Clearwater Paper Corporation

601 West Riverdale Avenue, Suite 1100

Spokane, WA 99201

Re:    Registration Statement on Form S-8

Ladies and Gentlemen:

Reference is made to the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Clearwater Paper Corporation, a Delaware corporation (the “Company”), with the Securities and Exchange Commission under the Securities Act of 1933, relating to 1,000,000 shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”) issuable pursuant to the Clearwater Paper Corporation 2017 Stock Incentive Plan, as amended (the “Equity Plan”).

It is my opinion that such shares of Common Stock, when issued and sold in accordance with the Equity Plan, will be legally issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5.1 to the Registration Statement.

 

Very truly yours,

/s/ Michael S. Gadd

Michael S. Gadd

Senior Vice President, General Counsel and Corporate Secretary

 

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Clearwater Paper Corporation:

We consent to the use of our reports with respect to the consolidated financial statements and the effectiveness of internal control over financial reporting incorporated by reference herein.

Our report on the consolidated financial statements refers to a change in the method of accounting for leases as of January 1, 2019 due to the adoption of Accounting Standards Codification Topic 842 - Leases.

 

/s/ KPMG LLP

Seattle, Washington

May 27, 2020