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 | |
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(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
Wilmington, Delaware 19801
(Name and address of agent for service)
302-658-7581
(Telephone number, including area code, of agent for service)
COPIES TO:
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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
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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.
| 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
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Title of securities
to be registered |
Amount to be Registered (1) |
Proposed maximum offering price per share |
Proposed maximum
aggregate
|
Amount of registration fee |
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Common Stock, $0.001 par value per share |
2,300,000 shares | $3.21 (2) | $7,383,000.00 | $958.31 | ||||
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| (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. |
Incorporation of Documents by Reference |
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 |
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Exhibits |
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| 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.
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RESOLUTE FOREST PRODUCTS INC. |
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| By: | /S/ Yves Laflamme | |
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Name: |
Yves Laflamme |
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Title: |
President and Chief Executive Officer |
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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.
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Signature |
Title |
Date |
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| /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 | ||||
Exhibit 5.1
[Letterhead of Seyfarth Shaw LLP]
August 5, 2020
Resolute Forest Products Inc.
111 Robert-Bourassa Blvd., Suite 5000
Montreal, Quebec, Canada H3C 2M1
Ladies and Gentlemen:
We are acting as legal counsel to Resolute Forest Products Inc., a Delaware corporation (the “Company”), in connection with the filing with the Securities and Exchange Commission of a registration statement on Form S-8 (the “Registration Statement”), registering 2,300,000 additional shares of the Company’s common stock, par value $0.001 per share (the “Shares”) for delivery under the Resolute Forest Products 2019 Equity Incentive Stock Plan, as amended as of the date hereof (the “Plan”).
In our capacity as your legal counsel in connection with the Registration Statement, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization and issuance of the Shares. In addition, we have made such legal and factual examinations and inquiries, including examination of originals or copies of originals, certified or otherwise identified to our satisfaction, of such documents, corporate records and instruments, as we have deemed necessary or appropriate for purposes of this opinion. Except to the extent expressly set forth herein, we have made no independent investigations with regard to matters of fact material to the opinions set forth herein and with respect to such factual matters we have relied upon certificates of, or communications with, officers of the Company and others.
In our examination of the relevant documents, we have assumed the genuineness of all signatures, the legal competence of all natural persons, the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as copies.
Except as otherwise set forth herein, the opinions set forth below are limited to the laws of the State of Delaware and the laws of the United States of America, and we express no opinion with respect to state securities laws or regulations.
Based upon and subject to the foregoing, it is our opinion that:
(i) the Shares have been duly authorized; and
(ii) upon issuance of Shares against consideration therefore pursuant to the terms and conditions set forth in the Plan, the Shares will be legally issued, fully-paid and non-assessable shares of Common Stock of the Company under the laws of the State of Delaware.
We consent to the use of this opinion as an exhibit to the Registration Statement. This opinion letter is given to you for use in connection with the issuance of the Shares in accordance with the Registration Statement and is not to be relied on for any other purpose. Our opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Shares or the Registration Statement.
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Very truly yours, |
| /s/ Seyfarth Shaw LLP |
Exhibit 10.1
FIRST AMENDMENT TO THE
RESOLUTE FOREST PRODUCTS 2019 EQUITY INCENTIVE PLAN
The Resolute Forest Products 2019 Equity Incentive Plan (the “Plan”), as established by Resolute Forest Products Inc. (the “Company”), is hereby amended as follows, pursuant to a resolution adopted by the Human Resources and Compensation/Nominating and Governance Committee of the Board of Directors of the Company on March 23, 2020 and the authority retained in Section 14 of the Plan.
| 1. |
Section 3.2(d) of the Plan is hereby restated in its entirety to read as follows: |
“(d) determine the terms and conditions of Awards, provided that any Award (other than a cash settled only Award) granted under the Plan shall have a minimum vesting period of one year following the Grant Date of any such Award;”
| 2. |
Section 4.1(a) of the Plan is hereby restated in its entirety to read as follows: |
“(a) The Shares with respect to which Awards may be made under the Plan shall be Shares currently authorized but unissued or, to the extent permitted by applicable law, currently held or acquired by the Company as treasury Shares, including Shares purchased in the open market or in private transactions or a combination of the foregoing. Subject to adjustment in accordance with Section 4.3, no more than 5,300,000 Shares shall be available for the grant of Awards under the Plan (the “Total Share Reserve”).”
| 3. |
This amendment is effective upon approval by the Company’s shareholders on May 12, 2020, and shall apply to all Awards made on or after such date. Except as otherwise provided herein, the Plan shall remain in full force and effect. |
IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed by a duly authorized officer this 23rd day of March, 2020.
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RESOLUTE FOREST PRODUCTS INC. |
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| By: | (s) Yves Laflamme | |
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Yves Laflamme |
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President and Chief Executive Officer |
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 2, 2020, relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Resolute Forest Products Inc.’s Annual Report on Form 10-K for the year ended December 31, 2019.
| /s/ PricewaterhouseCoopers LLP (1) |
| Montréal, Québec, Canada |
| August 5, 2020 |
| (1) |
CPA auditor, CA, public accountancy permit No.A115888 |