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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/05/20 Resolute Forest Products Inc. S-8 8/05/20 4:60K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: S-8 Registration Statement - Securities for an HTML 32K Employee Benefit Plan 2: EX-5.1 Opinion of Counsel re: Legality HTML 8K 3: EX-10.1 Material Contract HTML 8K 4: EX-23.1 Consent of Expert or Counsel HTML 5K
S-8 |
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)
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
(Name and address of agent for service)
302-658-7581
(Telephone number, including area code, of agent for service)
COPIES TO:
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 |
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 | ☐ | 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 |
Proposed maximum aggregate |
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 | ||||
| ||||||||
|
(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. |
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 Resolute Forest Products Inc. (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 2019 Equity Incentive Plan, as amended, is effective.
The Registrant’s Form S-8 Registration Statement filed with the Securities and Exchange Commission (the “Commission”) on October 24, 2019 (File No. 333- 234313) is hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. |
The following documents filed with the SEC by us are incorporated by reference in this Registration Statement:
1. | Our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 as filed with the SEC on March 2, 2020; |
2. | Our Quarterly Report on Form 10-Q for the three months ended March 31, 2020 as filed with the SEC on May 11, 2020; |
3. | Our definitive proxy statement on Schedule 14A as filed with the SEC on April 2, 2020; |
4. | Our Current Reports on Form 8-K as filed with the SEC on January 30, 2020 (filing information under Items 5.02 and 9.01 but excluding information furnished under Item 2.02), February 6, 2020 (filing information under Item 8.01), March 27, 2020 (filing information under Items 5.03 and 9.01), April 30, 2020 (filing information under Items 8.01 and 9.01 but excluding information furnished under Item 2.02), May 12, 2020 (filing information under Items 5.02, 5.07 and 9.01), and July 30, 2020 (filing information under Item 9.01 but excluding information furnished under Item 2.02); and |
5. | The description of the common stock, which is contained in our Registration Statement on Form 8-A as filed with the SEC on December 9, 2010 (File No. 001-33776), including any amendments or reports filed for purposes of updating such description. |
In addition, all reports and documents filed with the SEC by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the date hereof and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold, or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and made a part hereof from the date of the filing of such documents.
Any statement contained in this Registration Statement, in an amendment hereto or in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed amendment to this Registration Statement or in any document that also is incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. | Exhibits |
Exhibits |
||||
5.1 | Opinion of Counsel regarding the legality of the securities being registered. | |||
10.1 | First Amendment to the Resolute Forest Products 2019 Equity Incentive Plan. | |||
23.1 | Consent of PricewaterhouseCoopers LLP. | |||
23.2 | Consent of Counsel (included in Exhibit 5.1). |
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Montreal, Quebec, Canada, on August 5, 2020.
RESOLUTE FOREST PRODUCTS INC. | ||
By: | /S/ Yves Laflamme | |
Name: |
||
Title: |
President and Chief Executive Officer |
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 dates stated.
Signature |
Title |
Date | ||
/S/ Yves Laflamme | President, Chief Executive Officer and Director (Principal Executive Officer) |
August 5, 2020 | ||
Yves Laflamme | ||||
/S/ Bradley P. Martin | Chairman of the Board |
August 5, 2020 | ||
Bradley P. Martin | ||||
/S/ Rémi G. Lalonde | Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
August 5, 2020 | ||
Remi G. Lalonde | ||||
/S/ Hugues Dorban | Vice President and Chief Accounting Officer (Principal Accounting Officer) |
August 5, 2020 | ||
Hugues Dorban | ||||
/S/ Randall C. Benson | Director |
August 5, 2020 | ||
Randall C. Benson | ||||
/S/ Suzanne Blanchet | Director |
August 5, 2020 | ||
Suzanne Blanchet | ||||
/S/ Jennifer C. Dolan | Director |
August 5, 2020 | ||
Jennifer C. Dolan | ||||
/S/ Alain Rhéaume | Director |
August 5, 2020 | ||
Alain Rhéaume | ||||
/S/ Michael S. Rousseau | Director |
August 5, 2020 | ||
Michael S. Rousseau |
This ‘S-8’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / Effective on: | 8/5/20 | |||
8/3/20 | ||||
5/11/20 | 10-Q | |||
4/2/20 | 4, DEF 14A, DEFA14A | |||
3/2/20 | 10-K | |||
12/31/19 | 10-K, 4 | |||
10/24/19 | S-8 | |||
12/9/10 | 3, 4, 8-A12B, 8-K, CERTNYS | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/01/24 Domtar Corp. 10-K 12/31/23 158:32M Donnelley … Solutions/FA 5/04/23 Domtar Corp. 10-Q 3/31/23 78:13M Donnelley … Solutions/FA 3/01/22 Resolute Forest Products Inc. 10-K 12/31/21 134:26M 3/01/21 Resolute Forest Products Inc. 10-K 12/31/20 139:29M 8/10/20 Resolute Forest Products Inc. 10-Q 6/30/20 73:19M 8/07/20 Resolute Forest Products Inc. S-8 POS 8/10/20 2:34K Donnelley … Solutions/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/30/20 Resolute Forest Products Inc. 8-K:2,9 7/30/20 12:462K Donnelley … Solutions/FA 5/12/20 Resolute Forest Products Inc. 8-K:5,9 5/12/20 1:39K Donnelley … Solutions/FA 5/11/20 Resolute Forest Products Inc. 10-Q 3/31/20 70:15M 4/30/20 Resolute Forest Products Inc. 8-K:2,8,9 4/30/20 2:232K Donnelley … Solutions/FA 4/02/20 Resolute Forest Products Inc. DEF 14A 5/12/20 1:2.2M Donnelley … Solutions/FA 3/27/20 Resolute Forest Products Inc. 8-K:5,9 3/23/20 2:82K Donnelley … Solutions/FA 3/02/20 Resolute Forest Products Inc. 10-K 12/31/19 137:37M 2/06/20 Resolute Forest Products Inc. 8-K:8 2/01/20 1:18K Donnelley … Solutions/FA 1/30/20 Resolute Forest Products Inc. 8-K:2,5,9 1/28/20 2:305K Donnelley … Solutions/FA 12/09/10 Resolute Forest Products Inc. 8-A12B 3:122K Donnelley … Solutions/FA |