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): August 14, 2015
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:
| ¨ | 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 5.04. | Temporary Suspension of Trading Under Registrant’s Employee Benefits Plan. |
On August 14, 2015, Clearwater Paper Corporation (the “Company”) sent a notice to participants in the Clearwater Paper 401(k) Plan and the Clearwater Paper Represented 401(k) Plan (collectively, the “Plan”), including the Company’s directors and executive officers pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Regulation BTR thereunder, informing them of an expected trading blackout period under the Plan as a result of a change in the recordkeeping service provider under the Plan.
Effective October 1, 2015, Fidelity Investments became the new 401(k) recordkeeping service provider for the Plan, replacing Mercer. As a result of this change, participants in the Plan were unable, during the blackout period specified by law, to direct or diversify investments in their individual accounts, obtain a loan from the Plan, or obtain a distribution from the Plan. The blackout period applied to all Plan assets, including Company shares held by the Plan. The blackout period began at 4:00PM Eastern Time on September 24, 2015 and ended at approximately 11:00AM Eastern Time on October 23, 2015. The blackout period coincided with a no-trading period applicable to all directors and officers of the Company under the Company’s Insider Trading Policy and accordingly the Company’s directors and officers were unable to, and did not, trade in the Company’s securities during the blackout period applicable to Plan participants.
Any inquiries with respect to the blackout period can be directed to Linz Philips, the Company’s Vice President, Total Rewards at:
601 West Riverside, Suite 1100
Spokane, WA 99201
509-344-5900
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Notice to Participants in the Clearwater Paper 401(k) Plan and the Clearwater Paper Represented 401(k) Plan dated August 14, 2015. | |
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SIGNATURES
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: December 18, 2015
| CLEARWATER PAPER CORPORATION | ||
| By: | /s/ Michael S. Gadd | |
| Michael S. Gadd, Corporate Secretary | ||
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EXHIBIT INDEX
| Exhibit | Description of Exhibit | |
| 99.1 | Notice to Participants in the Clearwater Paper 401(k) Plan and the Clearwater Paper Represented 401(k) Plan dated August 14, 2015. | |
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Exhibit 99.1
Important Notice
Regarding the Clearwater Paper 401(k) Plan and the Clearwater Paper
Represented 401(k) Plan’s Transition to Fidelity
To ensure that all information is transferred accurately from your current Plan account at Mercer to your new Plan account at Fidelity, there will be a period of time when you will be unable to direct or diversify investments in your individual accounts, obtain a loan from the Plan, or obtain a distribution from the Plan.
This time, during which you will be unable to exercise your rights otherwise available under the Plan, is called a “blackout period” and begins at 4 P.M., Eastern Time on September 24, 2015. It is expected to end the week of October 18, 2015. During this time, you can determine whether the blackout period has started or ended by contacting Mercer at 800-685-6542 or online at ibenefitcenter.com.
During the blackout period you will be unable to direct or diversify your balance held in the Clearwater Paper 401(k) Plan and the Clearwater Paper Represented 401(k) Plan account. For this reason, it is very important that you review and consider the appropriateness of your current investments in light of your inability to direct or diversify those investments during the blackout period. For your long-term retirement security, you should give careful consideration to the importance of a well-balanced and diversified investment portfolio, taking into account all your assets, income and investments.
You should be aware that there is a risk to holding substantial portions of your account in the securities of any one company, as individual securities tend to have wider price swings, up and down, in short periods of time, than investments in diversified funds. Stocks that have wide price swings might have a large loss during the blackout period, and you would not be able to direct the sale of such stocks from your account during the blackout period.
Whether or not you are planning retirement in the near future, we encourage you to carefully consider how this blackout period may affect your retirement planning and your overall financial plan.