As filed with the Securities and Exchange Commission on August 7, 2020
Registration No. 333-241026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RESOLUTE FOREST PRODUCTS INC.
(Exact name of registrant as specified in its charter)
Delaware | 98-0526415 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
111 Robert-Bourassa Blvd., Suite 5000, Montreal, Quebec, Canada H3C 2M1
(Address of Principal Executive Offices, Including Zip Code)
Resolute Forest Products 2019 Equity Incentive Plan
(Full title of the plan)
The Corporation Trust Company
Corporation Trust Center, 1209 Orange Street
Wilmington, Delaware 19801
(Name and address of agent for service)
302-658-7581
(Telephone number, including area code, of agent for service)
COPIES TO:
Resolute Forest Products Inc. 111 Robert-Bourassa Blvd., Suite 5000 Montreal, Quebec, Canada H3C 2M1 (514) 875-2160 Attention: Remi G. Lalonde | Seyfarth Shaw LLP Willis Tower 233 S. Wacker Drive, Suite 8000 Chicago, IL 60606-6448 (312) 460-5000 Attention: Ameena Majid |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (the “Amendment”) to the Registration Statement on Form S-8, File No. 333-241026 (the “Registration Statement”), is filed by Resolute Forest Products Inc. (the “Registrant”) solely for the purpose of correcting a clerical error in the consent of PricewaterhouseCoopers LLP (the “Consent”) filed as Exhibit 23.1 to the Registration Statement. The corrected Consent is filed as Exhibit 23.1 to this Amendment.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. | Exhibits |
Exhibits | ||
5.1 | Opinion of Counsel regarding the legality of the securities being registered (filed as Exhibit 5.1 to the Registration Statement on Form S-8, File No. 333-241026, as filed with the SEC on August 5, 2020 and incorporated herein by reference). | |
10.1 | First Amendment to the Resolute Forest Products 2019 Equity Incentive Plan (filed as Exhibit 10.1 to the Registration Statement on Form S-8, File No. 333-241026, as filed with the SEC on August 5, 2020 and incorporated herein by reference). | |
23.1 | Consent of PricewaterhouseCoopers LLP. | |
23.2 | Consent of Counsel (included in Exhibit 5.1). |
INDEX TO EXHIBITS
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Montreal, Quebec, Canada, on August 7, 2020.
RESOLUTE FOREST PRODUCTS INC. | ||
By: | /S/ Yves Laflamme | |
Name: | Yves Laflamme | |
Title: | President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates stated.
Signature | Title | Date | ||
/S/ Yves Laflamme | President, Chief Executive Officer and Director | August 7, 2020 | ||
Yves Laflamme | (Principal Executive Officer) | |||
/S/ Bradley P. Martin | Chairman of the Board | August 7, 2020 | ||
Bradley P. Martin | ||||
/S/ Rémi G. Lalonde | Senior Vice President and Chief Financial Officer | August 7, 2020 | ||
Remi G. Lalonde | (Principal Financial Officer) | |||
/S/ Hugues Dorban | Vice President and Chief Accounting Officer | August 7, 2020 | ||
Hugues Dorban | (Principal Accounting Officer) | |||
/S/ Randall C. Benson | Director | August 7, 2020 | ||
Randall C. Benson | ||||
/S/ Suzanne Blanchet | Director | August 7, 2020 | ||
Suzanne Blanchet | ||||
/S/ Jennifer C. Dolan | Director | August 7, 2020 | ||
Jennifer C. Dolan | ||||
/S/ Alain Rhéaume | Director | August 7, 2020 | ||
Alain Rhéaume | ||||
/S/ Michael S. Rousseau | Director | August 7, 2020 | ||
Michael S. Rousseau |