As filed with the Securities and Exchange Commission on May 12, 2025.
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 |
99201 | |
| (Address of principal executive offices) | (Zip Code) | |
Clearwater Paper Corporation 2017 Stock Incentive Plan
(Full title of the plan)
|
Marc D. Rome Associate General Counsel and Corporate Secretary Clearwater Paper Corporation 601 West Riverside Ave., Suite 1100 Spokane, Washington (509) 344 - 5900 |
Copy to:
Justin D. Hovey, Esq. Veronica T. Nunn, 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) |
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. ☐
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 Registrant’s 2017 Stock Incentive Plan, as amended, are effective.
The Registrant’s Form S-8 Registration Statements filed with the Securities and Exchange Commission (the “Commission”) on July 28, 2017 (File No. 333- 219560), on May 29, 2020 (File No. 333-238784) and on May 15, 2023 (File No. 333-271930) 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 Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024, as amended by Amendment No. 1; |
| (2) | the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025; |
| (3) | the Registrant’s Current Reports on Form 8-K filed on April 4, 2025 and May 12, 2025; and |
| (4) | the description of the Registrant’s Common Stock set forth in Exhibit 4.1 on the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, 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.
| Item 8. | Exhibits. |
| * | Filed herewith. |
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 12, 2025.
| CLEARWATER PAPER CORPORATION | ||
| By: | /s/ Arsen S. Kitch | |
| Arsen S. Kitch | ||
| President and Chief Executive Officer | ||
| (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, Sherri J. Baker, Michael S. Gadd and Marc D. Rome, 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 Arsen S. Kitch |
President, Chief Executive Officer (Principal Executive Officer) and Director | May 12, 2025 | ||
| /s/ Sherri J. Baker Sherri J. Baker |
Senior Vice President, Finance and Chief Financial Officer (Principal Financial Officer) | May 12, 2025 | ||
| /s/ Rebecca A. Barckley Rebecca A. Barckley |
Vice President, Corporate Controller (Principal Accounting Officer) | May 12, 2025 | ||
| /s/ Alexander Toeldte Alexander Toeldte |
Director and Chair | May 12, 2025 | ||
| /s/ John J. Corkrean John J. Corkrean |
Director | May 12, 2025 | ||
| /s/ Jeanne M. Hillman Jeanne M. Hillman |
Director | May 12, 2025 | ||
| /s/ Joe W. Laymon Joe W. Laymon |
Director | May 12, 2025 | ||
| /s/ Ann C. Nelson Ann C. Nelson |
Director | May 12, 2025 | ||
| /s/ John P. O’Donnell John P. O’Donnell |
Director | May 12, 2025 | ||
| /s/ Christine M. Vickers Tucker Christine M. Vickers Tucker |
Director | May 12, 2025 | ||