UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 18, 2020
VERSO CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-34056 | 75-3217389 |
|
(State or other jurisdiction of incorporation or organization)
|
(Commission File Number) | (I.R.S. Employer Identification No.) |
|
8540 Gander Creek Drive Miamisburg, Ohio 45342 |
||
| (Address of principal executive offices, including zip code) | ||
(877) 855-7243
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered |
| Class A common stock, par value $0.01 per share | VRS | New York Stock Exchange |
| Rights to Purchase Series A Junior Participating Preferred Stock, par value $0.01 per share | N/A | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ¨
true
Item 1.01 Entry into a Material Definitive Agreement.
On February 18, 2020, Verso Corporation (the “Company”) entered into an amendment (the “Amendment”) to the Rights Agreement (the “Rights Agreement”), dated as of June 17, 2019, by and between the Company and Computershare Trust Company, N.A., as rights agent.
The Amendment accelerates the expiration of the rights set forth in the Rights Agreement to purchase Series A Junior Participating Preferred Stock (the “Rights”) from 5:00 p.m., New York City time, on June 17, 2020, to 5:00 p.m., New York City time, on February 18, 2020, and has the effect of terminating the Rights Agreement on that date. At the time of the termination of the Rights Agreement, all of the Rights distributed to holders of the Company’s common stock pursuant to the Rights Agreement will expire.
The foregoing is a summary of the terms of the Amendment. The summary does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth under Item 1.01 above is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under Item 1.01 above is incorporated herein by reference.
To implement amendment of the Company’s Amended and Restated Certificate of Incorporation (the “Certificate”) as approved by the Company’s stockholders at the 2019 Annual Meeting of Stockholders, on February 18, 2020, the Company filed with the Delaware Secretary of State an amendment to the Certificate changing the supermajority vote requirement in the Certificate for stockholders to remove directors, amend the Company’s Amended and Restated Bylaws (the “Bylaws”) and amend certain provisions of the Certificate, to a majority vote requirement. Concurrently therewith, the Bylaws were amended to conform to the amendments to the Certificate by changing the supermajority vote requirement in the Bylaws to remove directors and amend the Bylaws to a majority vote requirement.
The foregoing is a summary of the terms of the amendments to the Certificate and Bylaws. The summary does not purport to be complete and is qualified in its entirety by reference to such amendments, copies of which are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The information set forth under Item 3.03 above is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Verso Corporation | ||
| Date: February 18, 2020 | By: | /s/ Allen J. Campbell |
| Allen J. Campbell | ||
| Senior Vice President and Chief Financial Officer | ||
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VERSO CORPORATION
Verso Corporation, a Delaware corporation (the “Corporation”), hereby certifies that the following amendments to its Amended and Restated Certificate of Incorporation were duly adopted in accordance with Section 242 of the Delaware General Corporation Law:
| 1. | Part (D) of Article V is hereby amended in its entirety to read as follows: |
Except for any director elected by the holders of any series of Preferred Stock provided for or fixed pursuant to the provisions of Article IV hereof (the “Preferred Stock Directors”), any director or the entire Board of Directors may be removed from office at any time, either with or without cause, only by the affirmative vote of the holders of at least a majority of the total voting power of the outstanding shares of capital stock entitled to vote in the election of directors, voting together as a single class.
| 2. | Article IX is hereby amended in its entirety to read as follows: |
Amendment of Bylaws
In furtherance and not in limitation of the powers conferred upon it by the laws of the State of Delaware, the Board of Directors shall have the power to adopt, amend or repeal the Corporation’s Bylaws by the affirmative vote of a majority of the entire Board of Directors (assuming no vacancies on the Board of Directors). The Corporation’s Bylaws may also be adopted, amended, altered or repealed by the affirmative vote of at least a majority of the voting power of the Corporation’s issued and outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class.
| 3. | Article X is hereby amended in its entirety to read as follows: |
Amendment of Certificate of Incorporation
The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation in the manner now or hereafter prescribed in this Amended and Restated Certificate of Incorporation or the DGCL, and all rights herein conferred upon stockholders are granted subject to such reservation; provided, however, that notwithstanding any other provision of this Amended and Restated Certificate of Incorporation (and in addition to any other vote that may be required by law), the affirmative vote of the holders of at least a majority of the voting power of the Corporation’s issued and outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend, alter, change or repeal or to adopt any provision of this Amended and Restated Certificate of Incorporation inconsistent with any provision of Article V, Article VI, Article VII, Article VIII, Article IX, this Article X, or Article XI.
[Signature page follows]
In witness whereof, the undersigned has caused this Certificate of Amendment to be signed by its duly authorized officer on the date set forth below.
| VERSO CORPORATION | ||
| By: | /s/ St. John Daugherty | |
| St. John Daugherty | ||
| Secretary | ||
| DATED: February 18, 2020 | ||
Exhibit 3.2
AMENDMENT NO. 1
AMENDED AND RESTATED BYLAWS
OF
VERSO CORPORATION
Section 3.4 and Section 9.1 of the Amended and Restated Bylaws of Verso Corporation effective July 15, 2016 (the “Bylaws”), are hereby amended in their entirety, effective February 18, 2020, to provide as set forth below. Except as specifically set forth below, the Bylaws remain unchanged and in full force and effect.
Article
III
DIRECTORS
3.4 Resignations and Removals of Directors. Any director of the Corporation may resign from the Board or any committee thereof at any time, by giving notice in writing or by electronic transmission to the Chairman of the Board, the President or the Secretary of the Corporation and, in the case of a committee, to the chairman of such committee, if there be one. Such resignation shall take effect at the time therein specified or, if no time is specified, immediately. Unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective. Except as otherwise required by law or the Certificate of Incorporation and except for any Preferred Stock Director, any director or the entire Board may be removed from office at any time, either with or without cause, only by the affirmative vote of the holders of at least a majority of the total voting power of the outstanding shares of capital stock of the Corporation entitled to vote in the election of directors, voting together as a single class. Any director serving on a committee of the Board may be removed from such committee at any time by the Board.
Article
IX
Amendments
9.1 Amendments. In furtherance and not in limitation of the powers conferred upon it by the laws of the State of Delaware, the Board shall have the power to adopt, amend, alter or repeal these Bylaws by the affirmative vote of a majority of the entire Board (assuming no vacancies). The Corporation’s Bylaws may also be adopted, amended, altered or repealed by the affirmative vote of at least a majority of the voting power of the Corporation’s issued and outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class.
Exhibit 4.1
EXECUTION VERSION
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This Amendment No. 1 to Rights Agreement (this "Amendment") is dated as of February 18, 2020 and amends the Rights Agreement, dated as of June 17, 2019 (the "Rights Agreement"), by and between Verso Corporation, a Delaware corporation (the "Company"), and Computershare Trust Company, N.A., as duly appointed rights agent (the "Rights Agent"). Capitalized terms used without other definition in this Amendment are used as defined in the Rights Agreement.
WHEREAS, the parties hereto desire to amend the Rights Agreement to advance the Final Expiration Date of the Rights Agreement to February 18, 2020; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may in its sole and absolute discretion supplement or amend the Rights Agreement without the approval of any holders of the Rights.
NOW, THEREFORE, the parties hereto agree as follows:
| 1. | Subclause (i) of the first sentence of Section 7(a) of the Rights Agreement is hereby amended and restated in its entirety as follows: |
“(i) the Close of Business on February 18, 2020 (the ‘Final Expiration Date’),”
| 2. | All Exhibits to the Rights Agreement shall be deemed amended in a manner consistent with this Amendment. |
| 3. | This Amendment shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. |
| 4. | The Rights Agreement will not otherwise be supplemented or amended by virtue of this Amendment. |
| 5. | This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment executed and/or transmitted electronically (including by .pdf) shall have the same authority, effect and enforceability as an original signature. |
| 6. | This Amendment shall be effective as of the date first above written and all references to the Rights Agreement shall, from and after such time, be deemed to be references to the Rights Agreement as amended hereby. In the event of a conflict or an inconsistency between this Amendment and the Rights Agreement and the exhibits thereto, the provisions of this Amendment will govern. |
| 7. | The undersigned officer of the Company, being duly authorized on behalf of the Company, hereby certifies in his or her capacity as an officer on behalf of the Company to the Rights Agent that this Amendment is in compliance with the terms of Section 27 of the Rights Agreement. |
| 8. | By its execution and delivery hereof, the Company directs the Rights Agent to execute this Amendment. |
[Signature Page to Amendment No. 1 to Rights Agreement]
IN WITNESS WHEREOF, this Amendment has been duly executed by the Company and the Rights Agent as of the date first stated above.
| VERSO CORPORATION | ||
| By: | /s/ Allen J. Campbell | |
| Name: | Allen J. Campbell | |
| Title: | Senior Vice President and Chief Financial Officer | |
[Signature Page to Amendment No. 1 to Rights Agreement]
| COMPUTERSHARE TRUST COMPANY, N.A. | ||
| By: | /s/ Megan King | |
| Name: | Megan Roe King | |
| Title: | Vice President & Manager Relationship Management | |
[Signature Page to Amendment No. 1 to Rights Agreement]