DEFA14A 1 tm1922545d1_8k.htm DEFA14A

 

 

 

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): November 12, 2019

 

 

 

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)

 

8540 Gander Creek Drive

Miamisburg, Ohio 45342

(Address, including zip code, of principal executive offices)

 

(877) 855-7243
(Registrants’ 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)
  
xSoliciting 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. ¨

 

 

 

 

 

  

Item 2.02 Results of Operations and Financial Condition.

 

On November 12, 2019, Verso Corporation (“Verso”) issued a press release announcing its financial results for the quarter ended September 30, 2019.  A copy of the press release is included as Exhibit 99.1 to this report. The press release, including the information contained therein, is furnished pursuant to Item 2.02, is not to be considered “filed” under the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any of Verso’s previous or future filings under the Securities Act of 1933, as amended.

 

Item 7.01. Regulation FD Disclosure.

 

Verso has prepared presentation materials (the “Investor Presentation”) that management intends to use with its earnings conference call for its third quarter 2019 financial results, to be held at 9 a.m. Eastern Daylight Time on November 12, 2019. The Investor Presentation is furnished as Exhibit 99.2 hereto and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)     Exhibits

 

 

Exhibit  
Number Description of Exhibit
99.1 Press release issued by Verso on November 12, 2019.
   
99.2 Investor Presentation November 12, 2019.
   
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

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: November 12, 2019    
     
  VERSO CORPORATION
     
  By: /s/ Allen J. Campbell
    Allen J. Campbell
    Senior Vice President and Chief Financial Officer