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): September 8, 2015

_____________________ 

  VERSO CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-34056
 
75-3217389
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification Number)
 
 
6775 Lenox Center Court, Suite 400
Memphis, Tennessee 38115-4436
(Address of principal executive offices) (zip code)
(901) 369-4100
(Registrant’s telephone number, including area code)

_______________________ 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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))



Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 8, 2015, Verso Corporation issued a press release announcing that Allen J. Campbell will become its Senior Vice President and Chief Financial Officer effective upon the commencement of his employment with Verso on September 21, 2015.
Mr. Campbell, age 57, comes to Verso from Cooper-Standard Holdings Inc. (NYSE), the parent company of Cooper-Standard Automotive Inc., a leading global supplier of systems and components for the automotive industry. At Cooper Standard, Mr. Campbell has been the Executive Vice President and Chief Infrastructure Officer since March 2015, and he previously served as the Executive Vice President and Chief Financial Officer from 2005 to March 2015 and in other financial and corporate leadership roles of increasing responsibility from 1998 to 2004. Mr. Campbell previously worked at The Dow Chemical Company from 1980 to 1998 in various financial and accounting positions.
Verso and Mr. Campbell have entered into an employment offer letter agreement dated September 8, 2015. The agreement provides for Mr. Campbell to receive the following material components of employment compensation:
an initial annual base salary of $425,000;

a special bonus of $300,000 to be paid in eight equal, quarterly installments starting on December 31, 2015;

starting in 2016, an opportunity to receive a cash incentive award, in an amount equal to 80% of his annual base salary at the target level of achievement, under the Verso Incentive Plan (“ VIP ”), an annual, performance-based incentive plan; and, in lieu of participating in the VIP for 2015, a bonus of $340,000 to be paid on February 29, 2016;

long-term equity incentive awards to be granted from time to time by Verso, in its sole discretion, under the Amended and Restated 2008 Incentive Award Plan, including awards to be granted on September 21, 2015, consisting of 40,000 restricted shares of Verso common stock and a nonqualified stock option to purchase 125,000 shares of Verso common stock;

certain payments and benefits in the event that his employment with Verso is terminated as set forth in Verso’s standard form of confidentiality and noncompetition agreement with its executive officers; and

such employee benefits as are provided for under Verso’s other employee benefit plans, programs, policies and arrangements for which all or substantially all salaried employees or executive officers of Verso are eligible.

Mr. Campbell’s employment with Verso is considered “at-will” and, as such, there is no specific period of guaranteed employment and either Verso or Mr. Campbell can terminate the employment relationship at any time.
For additional information concerning the foregoing developments, copies of Mr. Campbell’s employment offer letter agreement and Verso’s press release are included as Exhibits 10.1 and 99.1, respectively, to this report and are incorporated herein by reference.




Item 9.01
Financial Statements and Exhibits.
 
 
(d)
Exhibits.
Exhibit
 
Number
Description
 
 
10.1
Employment offer letter agreement dated September 8, 2015, between Verso Corporation and Allen J. Campbell.
 
 
99.1
Press release issued by Verso Corporation on September 8, 2015.

2


SIGNATURE
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.
Date: September 8, 2015
 
 
 
 
 
 
 
 
 
 
 
VERSO CORPORATION
 
 
 
 
 
 
 
 
 
 
By:
/s/ Peter H. Kesser
 
 
 
 
 
 
Peter H. Kesser
 
 
 
 
 
 
Senior Vice President, General Counsel and Secretary
 


3


EXHIBIT INDEX

Exhibit
 
Number
Description
 
 
10.1
Employment offer letter agreement dated September 8, 2015, between Verso Corporation and Allen J. Campbell.
 
 
99.1
Press release issued by Verso Corporation on September 8, 2015.






EXHIBIT 10.1

 
Verso Corporation
 
6675 Lenox Center Court
 
Suite 400
 
Memphis, TN 38115-4436
 
 
 
David J. Paterson
 
President and Chief Executive Officer
 
 
 
 
 
T      901 369 4231
 
 
T      901 369 4228
 
 
E      dave.paterson@versoco.com
 
 
W     www.versoco.com
September 2, 2015
Mr. Allen J. Campbell
14322 River Wind Trail
Fort Wayne, IN 46814
Dear Allen:
On behalf of Verso Corporation and its subsidiaries (collectively, “ Verso ”), I am pleased to extend an employment offer to you. The basic terms and conditions of your employment with Verso will be as follows:
1. Employment Date . You will become an employee of Verso on September 21, 2015, or such other date as may be agreed upon by Verso and you (the “ Effective Date ”).
2. Position and Reporting Relationship . The title of your position with Verso will be Senior Vice President and Chief Financial Officer. You will report directly to the President and Chief Executive Officer of Verso.
3. Base Salary . Your initial base salary at Verso will be $425,000 per year. Your base salary will be paid in equal monthly installments on the last day of each month. You will be immediately eligible for merit increases in your base salary, which normally occur during the first half of each year.
4. Special Bonus . You will receive a special bonus of $300,000 payable in eight installments of $37,500 each on the following dates, provided that you are employed by Verso on the applicable payment date:
2015 – December 31
2016 – March 31, June 30, September 30, and December 31
2017 – March 31, June 30, and September 30
5. Verso Incentive Plan . You will not participate in the Verso Incentive Plan (“ VIP ”) for 2015, but in lieu thereof, you will receive a payment of $340,000 on February 29, 2016, provided that you are employed by Verso on such date. Effective as of January 1, 2016, you will be eligible to participate in the VIPs for 2016 and subsequent years and to receive an annual incentive award thereunder with a target level of achievement equal to 80% of your base salary.
6. Incentive Award Plan . You will be eligible to receive long-term equity incentive awards, typically in the form of restricted stock and stock options, to be granted from time to time by Verso, in its sole discretion, under the Amended and Restated 2008 Incentive Award Plan (the “ Incentive Award


Mr. Allen J. Campbell     
September 2, 2015
Page 2

Plan ”). Effective as of the Effective Date, Verso will grant to you equity awards under the Incentive Award Plan consisting of 40,000 restricted shares of Verso common stock and a nonqualified stock option to purchase 125,000 shares of Verso common stock, with such awards to be made pursuant to Verso’s standard grant notices and award agreements.
7. Retirement Savings Plan for Non-Union Employees . You will be eligible to participate in the Retirement Savings Plan for Non-Union Employees (the “ RSP ”), a tax‑qualified, 401(k) defined contribution plan which permits you to defer the receipt of up to the lesser of 85% or $18,000 of your employment compensation on a pre-tax basis (or if you are age 50 or over, to defer up to $6,000 in additional compensation up to a limit of $24,000). You also may elect to defer under the RSP amounts of your employment compensation in excess of these limits on an after-tax basis. Verso will make matching contributions equal to 70% of the first 4%, and 60% of the second 4%, of your deferrals under the RSP. Your deferrals under the RSP will be immediately and fully vested and nonforfeitable. Verso’s matching contributions on your behalf under the RSP will be subject to three-year “cliff” vesting measured from the Effective Date, such that after you have been continuously employed by Verso for three years, all of Verso’s past and future matching contributions on your behalf will become fully vested and nonforfeitable.
8. Supplemental Salary Retirement Program . You will be eligible to participate in the Supplemental Salary Retirement Program (the “ SSRP ”), a tax-qualified defined contribution program implemented under the RSP. Under the SSRP, Verso will make an annual contribution to your account under the RSP in an amount equal to 2.75% of your eligible compensation, which consists of your base salary, bonus and cash incentive compensation paid during the immediately preceding year. Verso’s contributions on your behalf under the SSRP will be subject to three-year “cliff” vesting measured from the Effective Date, such that after you have been continuously employed by Verso for three years, all of Verso’s past and future contributions on your behalf will become fully vested and nonforfeitable.
9. Executive Retirement Program . You will be eligible to participate in the Executive Retirement Program (“ ERP ”), a nonqualified defined contribution program implemented under the Deferred Compensation Plan (the “ DCP ”) for the benefit of Verso’s executives and selected senior managers. Under the ERP, Verso may, but is not obligated to, make an annual discretionary contribution to your account under the DCP in an amount equal to 10% of your eligible compensation, which consists of your base salary and target-level incentive award under the VIP, in each case determined as of January 1 of the year for which the ERP contribution is made.
10. Insurance . Verso provides group medical, dental, life and disability insurance on the terms and subject to the conditions set forth in such plans.
11. Vacation . You will be eligible to receive four weeks of vacation each year, subject to increase thereafter in accordance with Verso’s vacation policy.
12. Other Employee Benefits . In addition to the employee benefits expressly provided for herein, you will be entitled to participate in, and to receive benefits under, Verso’s other employee benefit plans, programs, policies and arrangements for which all or substantially all salaried employees or executive officers of Verso are eligible, in accordance with such employee benefit plans, programs, policies and arrangements and the procedures thereunder. Your right to receive any such other employee benefits with respect to 2015 will take account of your employment with Verso for only a portion of such year starting on the Effective Date, and, if applicable, such benefits will be prorated accordingly.


Mr. Allen J. Campbell     
September 2, 2015
Page 3

13. Relocation . In connection with your move to Memphis to begin work at Verso, you will be eligible to receive the benefits provided for under Verso’s relocation policy in accordance with such policy.
14. CNC Agreement . Effective as of the Effective Date, Verso and you will enter into the Confidentiality and Non‑Competition Agreement (“ CNC Agreement ”), a copy of which is enclosed with this letter agreement. Upon the execution and delivery of the CNC Agreement by Verso and you, the parties will be subject to the obligations, and entitled to the benefits, provided under the CNC Agreement.
15. Plan Changes . The terms and conditions of your compensation and benefits may be subject to plan changes by Verso at any time and from time to time.
16. Background Investigation and Drug Screening . This employment offer is contingent on your successful completion of a background investigation and drug screening to be conducted on behalf of Verso.
17. Verification of Citizenship . On your first day of employment, Verso will verify your eligibility for employment as required by the Immigration Reform and Control Act of 1986. We ask that you please bring to work the originals of two forms of identification, such as a birth certificate, driver’s license, passport or Social Security card, on your first day of employment.
18. Binding Effect . This letter agreement, when executed and delivered by Verso and you, will constitute an agreement that is binding on, and is enforceable by and against, Verso and its successors, assigns and legal representatives and you and your successors, assigns, devisees, heirs and legal representatives.
19. “At-Will” Employment . Your employment with Verso is considered “at-will” employment, meaning that there is no specific period of guaranteed employment and that either Verso or you can terminate the employment relationship at any time.


[Signatures are on next page.]


Mr. Allen J. Campbell     
September 2, 2015
Page 4


If the foregoing terms and conditions of your employment with Verso are acceptable to you, please sign this letter agreement and return it to me and keep a copy for your records. I look forward to the prospect of you joining Verso. I believe that you will find this employment opportunity to be personally interesting and professionally rewarding.
 
Sincerely,
 
 
 
 
 
/s/ David J. Paterson
 
 
 
 
 
David J. Paterson
 
 
President and Chief Executive Officer
 


AGREED TO AND ACCEPTED:
 
/s/ Allen J. Campbell
 
Allen J. Campbell
 
9/8/2015
 
Date
 
 
 
 
 
Enclosures
 






 
 
EXHIBIT 99.1
 
 
 
 
 
 
 
 
 
 
 
 


VERSO NAMES ALLEN CAMPBELL AS CHIEF FINANCIAL OFFICER
MEMPHIS, Tenn. (September 8, 2015) - Verso Corporation (NYSE:VRS) today announced that Allen Campbell will become its Senior Vice President and Chief Financial Officer effective upon the commencement of his employment with Verso on September 21, 2015. Campbell has over 30 years of financial leadership experience in industrial manufacturing, including 10 years as the chief financial officer of Cooper-Standard Holdings Inc. (NYSE), the parent company of Cooper-Standard Automotive Inc., a leading global supplier of systems and components for the automotive industry.
“Allen is a strategic thinker and disciplined business leader with the knowledge, skills and experience to help Verso move through today’s challenging market to a more successful future,” said Verso President and CEO David J. Paterson. “Verso is pleased to welcome him to our senior leadership team.”
At Cooper Standard, Campbell has been the Executive Vice President and Chief Infrastructure Officer since March 2015, and he previously served as the Executive Vice President and Chief Financial Officer from 2005 to March 2015 and in other financial and corporate leadership roles of increasing responsibility from 1998 to 2004. He previously worked at The Dow Chemical Company from 1980 to 1998 in various financial and accounting positions. Campbell has a bachelor’s degree from Ball State University and an MBA in Finance from Xavier University.
About Verso
Verso Corporation is the turn-to company for those looking to successfully navigate the complexities of paper sourcing and performance.  The leading North American producer of printing and specialty papers and pulp, Verso provides insightful solutions that help drive improved customer efficiency, productivity, brand awareness and business results.  Verso’s long-standing reputation for quality and reliability is directly tied to our vision to be a company with passion that is respected and trusted by all.  Verso’s passion is rooted in ethical business practices that demand safe workplaces for our employees and sustainable wood sourcing for our products.  This passion, combined with our flexible manufacturing capabilities and an unmatched commitment to product performance, delivery and service, make Verso a preferred choice among commercial printers, paper merchants and brokers, converters, publishers and other end users.  For more information, visit us online at versoco.com .

Forward-Looking Statements
In this press release, all statements that are not purely historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may be identified by the words "believe," "expect," "anticipate," "project," "plan," "estimate," "intend" and other similar expressions. Forward-looking statements are based on currently available business,




economic, financial and other information and reflect management's current beliefs, expectations and views with respect to future developments and their potential effects on Verso. Actual results could vary materially depending on risks and uncertainties that may affect Verso and its business. For a discussion of such risks and uncertainties, please refer to Verso's filings with the Securities and Exchange Commission. Verso assumes no obligation to update any forward-looking statement made in this press release to reflect subsequent events or circumstances or actual outcomes.

Investor contact:
901-369-4128
Investor.Relations@versoco.com

Media contacts:
Kathi Rowzie
Vice President, Communications and Public Affairs
901-369-5800
kathi.rowzie@versoco.com


2