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): April 3, 2009
CLEARWATER PAPER CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware |
001-34146 | 20-3594554 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
601 West Riverside Ave., Suite 1100, Spokane, WA 99201
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (509) 344-5900
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 (see General Instruction A.2. below):
| ¨ | 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 1.01 | Entry into a Material Definitive Agreement. |
On April 3, 2009, Clearwater Paper Corporation entered into Amendment No. 1 to Rights Agreement, dated December 4, 2008 with Mellon Investor Services LLC as the Rights Agent. This Amendment extends the expiration date of the “Rights” as specified in the Rights Agreement until December 3, 2009; provided, however, that if a “Distribution Date” (as defined in the Rights Agreement) occurs on or before such date, then the expiration date of the Rights is extended to December 31, 2010.
A copy of Amendment No. 1 to Rights Agreement is attached hereto as Exhibit 4.1 and incorporated herein by reference. The foregoing summary is qualified in its entirety by reference to Amendment No. 1. [Note: The Rights Agreement was previously filed as Exhibit 4.1 to the Company’s Form 8-A filed on December 4, 2008.]
| Item 3.03 | Material Modification to Rights of Security Holders. |
The information included in Item 1.01 above and Amendment No. 1 to Rights Agreement filed as Exhibit 4.1 hereto are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
The following Exhibit is included in the Form 8-K:
| Exhibit |
Description | |
| 4.1 | Amendment No. 1 to Rights Agreement, dated as of April 3, 2009, between Clearwater Paper Corporation and Mellon Investor Services LLC. | |
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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.
| CLEARWATER PAPER CORPORATION | ||||||||
| Date: April 3, 2009 | By: | /s/ Michael S. Gadd | ||||||
| Michael S. Gadd, Corporate Secretary | ||||||||
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EXHIBIT INDEX
| Exhibit |
Description | |
| 4.1 | Amendment No. 1 to Rights Agreement, dated as of April 3, 2009, between Clearwater Paper Corporation and Mellon Investor Services LLC. | |
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