Attached files
| file | filename |
|---|---|
| EX-3.1 - EXHIBIT 3.1 - Verso Corp | exhibit31.htm |
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): October 28, 2013
_____________________
VERSO PAPER CORP.
(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) | ||
_______________________
6775 Lenox Center Court, Suite 400
Memphis, Tennessee 38115-4436
(Address of principal executive offices) (zip code)
(901) 369-4100
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On October 28, 2013, our Board of Directors amended our Amended and Restated Bylaws, or “Bylaws,” to add an exclusive forum selection provision. The exclusive forum selection provision, which was added to the Bylaws as Article VI, Section 7, generally requires that, unless we consent otherwise, certain specified corporate law-based lawsuits involving us be brought only in a state or federal court in Delaware. The text of the exclusive forum selection provision is as follows:
7. Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware, the Certificate of Incorporation, or these Bylaws (as either may be amended from time to time), or (d) any action asserting a claim governed by the internal affairs doctrine shall be a state court located within the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware, in all cases subject to the court having personal jurisdiction over the indispensable parties named as defendants therein. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consent to the provisions of this Bylaw.
A composite copy of the Bylaws reflecting this amendment is included as Exhibit 3.1 to this report.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
The following exhibit is included with this report:
Exhibit | |||
Number | Description of Exhibit | ||
3.1 | Amended and Restated Bylaws of Verso Paper Corp., as amended. | ||
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: October 30, 2013 | ||
VERSO PAPER CORP. | ||
By: | /s/ Robert P. Mundy | |
Robert P. Mundy | ||
Senior Vice President and Chief Financial Officer | ||
EXHIBIT INDEX
Exhibit | |||
Number | Description of Exhibit | ||
3.1 | Amended and Restated Bylaws of Verso Paper Corp., as amended. | ||