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 16, 2018
ORCHIDS
PAPER PRODUCTS COMPANY
(Exact Name of Registrant as Specified in
its Charter)
| Delaware |
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001-32563 |
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23-2956944 |
| (State or Other Jurisdiction of |
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(Commission |
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(IRS Employer |
| Incorporation) |
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File Number) |
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Identification Number) |
4826 Hunt Street
Pryor, Oklahoma 74361
(Address of Principal Executive Offices)
(918) 825-0616
(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
(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)) |
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. ¨
| Item 5.02 | Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangement for Certain Officers. |
Effective April 16, 2018, Mindy Bartel, age 52, was appointed
Chief Financial Officer of Orchids Paper Products Company (the “Company”). Prior to joining the Company, Ms. Bartel
served between 2015 and 2018 as Senior Vice President of Finance and Chief Financial Officer of Carlex Glass America, LLC, an automotive
glass supply company. In 2014 and 2015, Ms. Bartel served as Chief Financial Officer of The Eco-Groupe, a manufacturer of PET preforms
for the carbonated beverage, water and other consumer packaging industries. From 2012-2014, Ms. Bartel served as Portfolio Company
Chief Financial Officer/Finance Operating Partner for Monomy Capital Partners, a private equity firm. From 2010-2012, Ms. Bartel
served as President and Chief Financial Officer for Kurz-Kasch, Inc., a manufacturer of electromagnetic components for heavy-duty
diesel fuel systems. And from 2004 – 2010, Ms. Bartel served as Corporate Controller and subsequently Chief Financial Officer
for Shore to Shore, Inc., a global manufacturer of tags and labels for the garment industry.
Ms. Bartel will receive an initial base salary of $260,000 per
year. Additionally, Ms. Bartel will be eligible to receive cash bonus under the Company’s performance bonus plan in an amount
equal to a percentage of her annual base salary determined based on the Company’s EBIDTA performance (weighted at 80%) and
Ms. Bartel’s individual performance (weighted at 20%). The target cash bonus is 50% of Ms. Bartel’s base salary, though
she is eligible to receive up to 60% of her base salary as a cash bonus depending on the Company’s performance. The amount
of Ms. Bartel’s cash bonus will be prorated for 2018 based on the effective date of her appointment. In addition, the Company
awarded Ms. Bartel options to purchase 20,000 shares of the Company’s Common Stock under the Orchids Paper Products Company
2014 Stock Incentive Plan. These stock options have a ten year term, and will vest in three equal installments beginning on April
16, 2019 and ending on April 16, 2021. Finally, Ms. Bartel will receive a delayed signing bonus in the amount of $75,000 on October
16, 2018 or upon the change of control of the Company, whichever occurs first. Ms. Bartel is also eligible to participate in other
Company benefits plans offered to other full-time employees.
The Company also entered into a Change of Control and Restrictive
Covenant Agreement (the “Agreement”) with Ms. Bartel in conjunction with her appointment as Chief Financial Officer.
Pursuant to the Agreement, if Ms. Bartel’s employment is terminated without “cause” (as defined in the Agreement)
or if Ms. Bartel resigns for “good reason” (as defined in the Agreement) within 12 months following a change in
control of the Company, then subject to execution of a release agreement, (i) Ms. Bartel is entitled to receive a severance payment
equal to (x) 12 months’ of Ms. Bartel’s base salary as of the date of termination, plus (y) an amount equal to the
average of the annualized previous two bonus payments to Ms. Bartel; and (ii) the unvested portion of any options to purchase
shares of the Company’s Common Stock will vest immediately. Under the terms of the Agreement, Ms. Bartel agrees to protect
the Company’s confidential information both during and after her employment with the Company. Additionally, Ms. Bartel will
not solicit the established customers of the Company for any competing business or the solicit employees of the Company to leave
the Company for the duration of her employment with the Company and for two years thereafter.
There are no other arrangements or understandings between Ms.
Bartel and any other person pursuant to which she was selected as an officer. The Company knows of no transactions between her,
or any of her related persons, and the Company that are required to be reported pursuant to Item 404(a) of Regulation S-K.
| Item 7.01 |
Regulation FD Disclosure. |
On April 17, 2018, the Company issued a press release announcing
Ms. Bartel’s appointment as Chief Financial Officer. This press release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall
not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange
Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in
any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in
such a filing.
| Item 9.01 | Financial
Statements and Exhibits. |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ORCHIDS PAPER PRODUCTS COMPANY |
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| Date: April 17, 2018 |
By: |
/s/ Jeffrey S. Schoen |
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Jeffrey S. Schoen
Chief Executive Officer and President |
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