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Delaware
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47-3335141
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(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
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(Name, address, including zip code, and telephone
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number, including area code, of agent for service)
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Large accelerated filer
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☒ |
Accelerated filer
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☐ | ||
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Title of Each Class of
Securities to be Registered |
Amount to be
Registered (2)(3) |
Proposed Maximum
Offering Price Per Share |
Proposed Maximum Aggregate
Offering Price |
Amount of Registration Fee (5)
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Common Stock, $0.01 par value per share (1)
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25,745,463 shares
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$62.77 (4)
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$1,616,042,712.51 (4)
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$187,784.16
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Deferred Compensation Obligations (6)
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$170,000,000
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100%
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$170,000,000
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$19,754.00
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(1)
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In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (this “Registration Statement”) also covers an indeterminate amount of plan participation interests to be offered or sold pursuant to the MeadWestvaco Corporation Savings and Employee Stock Ownership Plan for Bargained Hourly Employees.
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(2)
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This Registration Statement covers the issuance of an aggregate of 25,745,463 shares of common stock, par value $0.01 per share (“Company Common Stock”), of WestRock Company, a Delaware corporation (“we,” “our,” “us,” “WestRock,” or the “Company”). As adjusted for the 0.78 exchange ratio (the “MWV Exchange Ratio”) in connection with the Business Combination (as defined in the Explanatory Note below), at the effective time of the Business Combination, 13,261,103 shares of common stock, par value $0.01 per share (“MWV Common Stock”), of MeadWestvaco Corporation, a Delaware corporation (“MWV”), were subject to outstanding equity-based awards or were reserved and available for issuance under the MeadWestvaco Corporation Savings and Employee Stock Ownership Plan for Bargained Hourly Employees, the MeadWestvaco Corporation 2005 Performance Incentive Plan, as Amended and Restated, the MeadWestvaco Corporation Compensation Plan for Non-Employee Directors and the MeadWestvaco Corporation 1996 Stock Option Plan (collectively, the “MWV Plans”), and 12,484,360 shares of Class A common stock, par value $0.01 per share (“RockTenn Common Stock”), of Rock-Tenn Company, a Georgia corporation (“RockTenn”), were subject to outstanding equity-based awards or were reserved and available for issuance under the RockTenn Amended and Restated 2004 Incentive Stock Plan, the RockTenn 2004 Incentive Stock Plan and the RockTenn (SSCC) Equity Incentive Plan (collectively, the “RockTenn Plans” and, together with the MWV Plans, the “Plans”).
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(3)
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Pursuant to Rule 416 under the Securities Act, this Registration Statement shall also cover any additional shares of Company Common Stock that may become issuable under the Plans pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without receipt of consideration which results in an increase in the number of the registrant’s outstanding shares of Company Common Stock.
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(4)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act based on the average of the high and low sales prices per share of the Company Common Stock on the New York Stock Exchange on July 7, 2015.
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(5)
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Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $116.20 per $1,000,000 of the proposed maximum aggregate offering price. Pursuant to Rule 457(p) under the Securities Act, the total amount of the registration fee due is offset by $63,830.60, representing the dollar amount of the filing fee previously paid by the Company that corresponds to 8,481,036 unsold shares registered pursuant to the Company’s Registration Statement on Form S-4 (File No. 333-202643) filed under the Securities Act on March 10, 2015. Accordingly, the filing fee transmitted herewith is $143,707.56.
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(6)
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The Deferred Compensation Obligations are unsecured obligations of the Company to pay deferred compensation in the future in accordance with the terms of the MeadWestvaco Corporation Deferred Income Plan and the RockTenn Supplemental Retirement Savings Plan (collectively, the “DC Plans”).
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(i)
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each outstanding, unvested RockTenn restricted stock award held by a non-executive member of the RockTenn board of directors vested and was converted into the right to receive a number of shares of Company Common Stock equal to the total number of shares of RockTenn Common Stock subject to such RockTenn restricted stock award immediately prior to the effective time of the Business Combination;
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(ii)
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each outstanding, unvested RockTenn restricted stock award held by anyone other than a non-executive member of the RockTenn board of directors was converted into a WestRock restricted stock award, on the same terms and conditions (including applicable vesting requirements), with respect to a number of shares of Company Common Stock equal to the total number of shares of RockTenn Common Stock subject to such RockTenn restricted stock award immediately prior to the effective time of the Business Combination;
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(iii)
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each option to purchase shares of RockTenn Common Stock (a “RockTenn option”), whether vested or unvested, was converted into an option to purchase shares of Company Common Stock (a “WestRock option”), on the same terms and conditions (including applicable vesting requirements and per share exercise price), with respect to a number of shares of Company Common Stock equal to the total number of shares of RockTenn Common Stock subject to such RockTenn option immediately prior to the effective time of the Business Combination, provided that, outstanding unvested RockTenn options granted on or after January 1, 2014 accelerated and vested pursuant to their terms upon the effective time of the Business Combination; and
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(iv)
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each outstanding, unvested award of restricted stock units corresponding to shares of RockTenn Common Stock (a “RockTenn RSU”) was converted into an award of restricted stock units corresponding to shares of Company Common Stock (a “WestRock RSU”), on the same terms and conditions (including applicable vesting requirements), with respect to a number of shares of Company Common Stock equal to the total number of shares of RockTenn Common Stock subject to such RockTenn RSU immediately prior to the effective time of the Business Combination, provided that, for any RockTenn RSU that is subject to performance-based vesting conditions, the compensation committee of the RockTenn board of directors determined, prior to the effective time of the Business Combination, the level of performance achievement for such RockTenn RSU based on the RockTenn or the WestRock compensation committee’s good faith determination of actual performance as of the effective time of the Business Combination, and the related WestRock RSU will remain subject only to the applicable time-based vesting criteria as were applicable to such RockTenn RSU immediately prior to the effective time of the Business Combination.
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(i)
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each outstanding option to purchase shares of MWV Common Stock (an “MWV option”), whether vested or unvested, was converted into a WestRock option, on the same terms and conditions (including applicable vesting requirements), with respect to a number of shares of Company Common Stock equal to the total number of shares of MWV Common Stock subject to such MWV option immediately prior to the effective time of the Business Combination multiplied by the MWV Exchange Ratio at a per-share exercise price equal to the per-share exercise price of the outstanding MWV option divided by the MWV Exchange Ratio;
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(ii)
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each outstanding MWV stock appreciation right, whether vested or unvested, was converted into a WestRock stock appreciation right, on the same terms and conditions (including applicable vesting requirements), with respect to a number of shares of Company Common Stock equal to the total number of shares of MWV Common Stock subject to such MWV stock appreciation right immediately prior to the effective time of the Business Combination multiplied by the MWV Exchange Ratio at a per-share base price equal to the per-share base price of the outstanding MWV stock appreciation right divided by the MWV Exchange Ratio;
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(iii)
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each outstanding, unvested award of restricted stock units corresponding to shares of MWV Common Stock (an “MWV RSU”) was converted into a WestRock RSU, on the same terms and conditions (including applicable vesting requirements), with respect to a number of shares of Company Common Stock equal to the total number of shares of MWV Common Stock subject to such MWV RSU immediately prior to the effective time of the Business Combination multiplied by the MWV Exchange Ratio; provided that for any MWV RSU that is subject to performance-based vesting conditions, each MWV RSU was deemed earned at target performance as of the effective time of the Business Combination and the related WestRock RSU remained subject only to applicable time-based vesting criteria as were applicable to such MWV RSU immediately prior to the effective time of the Business Combination; and
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(iv)
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each outstanding MWV director stock unit award, whether vested or unvested, was converted into a WestRock director stock unit award on the same terms and conditions (including applicable vesting requirements) with respect to a number of shares of Company Common Stock equal to the total number of shares of MWV Common Stock subject to such MWV director stock unit award immediately prior to the effective time of the Business Combination multiplied by the MWV Exchange Ratio.
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·
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The Company’s Current Report on Form 8-K, dated July 1, 2015;
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RockTenn’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014;
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·
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RockTenn’s Proxy Statement on Schedule 14A filed December 19, 2014;
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RockTenn’s Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 2014 and March 31, 2015;
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·
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RockTenn’s Current Reports on Form 8-K, dated December 22, 2014, January 25, 2015, January 26, 2015, January 30, 2015, March 31, 2015, June 2, 2015, June 9, 2015, June 24, 2015 and July 1, 2015;
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·
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MWV’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as amended on April 20, 2014;
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·
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The Annual Report on Form 11-K for the MeadWestvaco Corporation Savings and Employee Stock Ownership Plan for Bargained Hourly Employees for the fiscal year ended December 31, 2014, filed with the Commission on June 1, 2015;
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·
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MWV’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015;
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·
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MWV’s Current Reports on Form 8-K, dated January 8, 2015, January 23, 2015, January 25, 2015, January 26, 2015, February 24, 2015 (two filings, including amendment), February 28, 2015, May 12, 2015, June 3, 2015, June 9, 2015, June 24, 2015 and July 1, 2015; and
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·
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The description of the Company’s common stock contained in the Company’s registration statement on Form S-4 (File No. 333-202643) filed on March 10, 2015, including any amendments or reports filed for the purpose of updating such description.
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3.1
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Amended and Restated Certificate of Incorporation of the Company (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 2, 2015).
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3.2
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Bylaws of the Company (incorporated by reference from Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on July 2, 2015).
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4.1
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Rock-Tenn Company Supplemental Retirement Savings Plan as Effective as of May 15, 2003 (incorporated by reference to Exhibit 4.1 to the RockTenn’s Registration Statement on Form S-8, File No. 333-104870).
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4.2
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Amended and Restated Rock-Tenn Company Supplemental Retirement Savings Plan Effective as of January 1, 2006 (incorporated by reference to Exhibit 10.4 of RockTenn’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2005).
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4.3
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Rock-Tenn Company 2004 Incentive Stock Plan (incorporated by reference to Exhibit A of RockTenn’s Proxy Statement dated December 23, 2004).
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4.4
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Amendment Number One to Rock-Tenn Company 2004 Incentive Stock Plan (incorporated by reference to Exhibit 10.1 of RockTenn’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007).
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4.5
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Second Amendment to the Rock-Tenn Company Supplemental Retirement Savings Plan Effective as of November 16, 2007 (incorporated by reference to Exhibit 10.2 of RockTenn’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2007).
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4.6
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Amendment No. 2 to Rock-Tenn Company 2004 Incentive Stock Plan (incorporated by reference to Exhibit 10.5 of RockTenn’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008).
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4.7
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Amendment No. 3 to Rock-Tenn Company 2004 Incentive Stock Plan (incorporated by reference to Exhibit 10.2 of RockTenn’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009).
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4.8
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Amendment No. 4 to Rock-Tenn Company 2004 Incentive Stock Plan (incorporated by reference to Exhibit 10.1 of RockTenn’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011).
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4.9
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Amendment No. 5 to Rock-Tenn Company 2004 Incentive Stock Plan (incorporated by reference to Exhibit 10.2 of RockTenn’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011).
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4.10
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First Amendment to the Rock-Tenn Company Supplemental Retirement Savings Plan Effective as of October 1, 2011 (incorporated by reference to Exhibit 10.1 of RockTenn’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).
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4.11
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Amended and Restated Rock-Tenn Company 2004 Incentive Stock Plan Effective as of January 27, 2012 (incorporated by reference to Exhibit 10.1 of RockTenn’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012).
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4.12
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RockTenn (SSCC) Equity Incentive Plan (formerly known as the Smurfit-Stone Container Corporation 2004 Long-Term Incentive Plan) (incorporated by reference to Appendix I to Smurfit Stone Container Corporation’s Proxy Statement dated April 5, 2004).
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4.13
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First Amendment of the Smurfit-Stone Container Corporation 2004 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Smurfit Stone Container Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004).
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4.14
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MeadWestvaco Corporation Compensation Plan for Non-Employee Directors as Amended and Restated effective January 1, 2009 except as otherwise provided (incorporated by reference to Exhibit 10.20 to MWV’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008).
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4.15
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MeadWestvaco Corporation 2005 Performance Incentive Plan effective April 22, 2005 and as amended February 26, 2007, January 1, 2009, February 28, 2011 and February 25, 2013 (incorporated by reference to Exhibit 10.1 to MWV’s Form 8-K dated April 25, 2013).
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4.16
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MeadWestvaco Corporation Deferred Income Plan Restatement effective January 1, 2007 (incorporated by reference to Exhibit 10.25 to MWV’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008).
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4.17
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MeadWestvaco Corporation 1996 Stock Option Plan (formerly known as The Mead Corporation 1996 Stock Option Plan), as amended through June 24, 1999 and amended February 22, 2001 (incorporated by reference to Exhibit 10.3 to Mead’s Quarterly Report on Form 10-Q for the period ended July 4, 1999 and Appendix 2 to Mead’s definitive proxy statement for the 2001 Annual Meeting of Shareholders).
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5.1
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Opinion of John J. Carrara.
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23.1
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Consent of Ernst & Young LLP.
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23.2
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Consent of PricewaterhouseCoopers LLP.
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23.3
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Consent of BDO USA, LLP.
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23.4
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Consent of John J. Carrara (included in Exhibit 5.1).
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24.1
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Power of Attorney (included on the signature page).
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(a)
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The undersigned registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
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(2)
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That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(b)
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The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act), that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
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WESTROCK COMPANY
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By:
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/s/ Robert B. McIntosh | |
| Name: Robert B. McIntosh | |||
| Title: Executive Vice President, General Counsel and Secretary | |||
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Signature
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Title
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Date
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/s/ Steven C. Voorhees
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Chief Executive Officer, President and Director
(Principal Executive Officer)
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July 8, 2015
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Steven C. Voorhees
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/s/ Ward H. Dickson
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Chief Financial Officer
(Principal Financial Officer)
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July 8, 2015
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Ward H. Dickson
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/s/ A. Stephen Meadows
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Chief Accounting Officer
(Principal Accounting Officer)
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July 8, 2015
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A. Stephen Meadows
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/s/ John A. Luke, Jr.
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Non-Executive Chairman of the Board
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July 8, 2015
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John A. Luke, Jr.
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/s/ Timothy J. Bernlohr
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Director
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July 8, 2015
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Timothy J. Bernlohr
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/s/ J. Powell Brown
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Director
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July 8, 2015
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J. Powell Brown
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/s/ Michael E. Campbell
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Director
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July 8, 2015
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Michael E. Campbell
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/s/ Terrell K. Crews
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Director
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July 8, 2015
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Terrell K. Crews
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/s/ Russell M. Currey
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Director
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July 8, 2015
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Russell M. Currey
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/s/ G. Stephen Felker
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Director
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July 8, 2015
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G. Stephen Felker
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/s/ L.L. Gellerstedt III
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Director
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July 8, 2015
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L.L. Gellerstedt III
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/s/ Gracia C. Martore
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Director
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July 8, 2015
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Gracia C. Martore
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/s/ James E. Nevels
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Director
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July 8, 2015
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James E. Nevels
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/s/ Timothy H. Powers
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Director
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July 8, 2015
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Timothy H. Powers
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/s/ Bettina M. Whyte
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Director
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July 8, 2015
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Bettina M. Whyte
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/s/ Alan D. Wilson
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Director
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July 8, 2015
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Alan D. Wilson
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Exhibit No.
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Description
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3.1
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Amended and Restated Certificate of Incorporation of the Company (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 2, 2015).
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3.2
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Bylaws of the Company (incorporated by reference from Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on July 2, 2015).
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4.1
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Rock-Tenn Company Supplemental Retirement Savings Plan as Effective as of May 15, 2003 (incorporated by reference to Exhibit 4.1 to the RockTenn’s Registration Statement on Form S-8, File No. 333-104870).
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4.2
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Amended and Restated Rock-Tenn Company Supplemental Retirement Savings Plan Effective as of January 1, 2006 (incorporated by reference to Exhibit 10.4 of RockTenn’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2005).
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4.3
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Rock-Tenn Company 2004 Incentive Stock Plan (incorporated by reference to Exhibit A of RockTenn’s Proxy Statement dated December 23, 2004).
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4.4
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Amendment Number One to Rock-Tenn Company 2004 Incentive Stock Plan (incorporated by reference to Exhibit 10.1 of RockTenn’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007).
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4.5
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Second Amendment to the Rock-Tenn Company Supplemental Retirement Savings Plan Effective as of November 16, 2007 (incorporated by reference to Exhibit 10.2 of RockTenn’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2007).
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4.6
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Amendment No. 2 to Rock-Tenn Company 2004 Incentive Stock Plan (incorporated by reference to Exhibit 10.5 of RockTenn’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008).
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4.7
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Amendment No. 3 to Rock-Tenn Company 2004 Incentive Stock Plan (incorporated by reference to Exhibit 10.2 of RockTenn’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009).
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4.8
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Amendment No. 4 to Rock-Tenn Company 2004 Incentive Stock Plan (incorporated by reference to Exhibit 10.1 of RockTenn’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011).
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4.9
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Amendment No. 5 to Rock-Tenn Company 2004 Incentive Stock Plan (incorporated by reference to Exhibit 10.2 of RockTenn’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011).
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4.10
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First Amendment to the Rock-Tenn Company Supplemental Retirement Savings Plan Effective as of October 1, 2011 (incorporated by reference to Exhibit 10.1 of RockTenn’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).
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4.11
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Amended and Restated Rock-Tenn Company 2004 Incentive Stock Plan Effective as of January 27, 2012 (incorporated by reference to Exhibit 10.1 of RockTenn’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012).
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4.12
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RockTenn (SSCC) Equity Incentive Plan (formerly known as the Smurfit-Stone Container Corporation 2004 Long-Term Incentive Plan) (incorporated by reference to Appendix I to Smurfit Stone Container Corporation’s Proxy Statement dated April 5, 2004).
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4.13
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First Amendment of the Smurfit-Stone Container Corporation 2004 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Smurfit Stone Container Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004).
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4.14
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MeadWestvaco Corporation Compensation Plan for Non-Employee Directors as Amended and Restated effective January 1, 2009 except as otherwise provided (incorporated by reference to Exhibit 10.20 to MWV’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008).
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| 4.15 | MeadWestvaco Corporation 2005 Performance Incentive Plan effective April 22, 2005 and as amended February 26, 2007, January 1, 2009, February 28, 2011 and February 25, 2013 (incorporated by reference to Exhibit 10.1 to MWV’s Form 8-K dated April 25, 2013). | |
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4.16
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MeadWestvaco Corporation Deferred Income Plan Restatement effective January 1, 2007 (incorporated by reference to Exhibit 10.25 to MWV’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008).
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4.17
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MeadWestvaco Corporation 1996 Stock Option Plan (formerly known as The Mead Corporation 1996 Stock Option Plan), as amended through June 24, 1999 and amended February 22, 2001 (incorporated by reference to Exhibit 10.3 to Mead’s Quarterly Report on Form 10-Q for the period ended July 4, 1999 and Appendix 2 to Mead’s definitive proxy statement for the 2001 Annual Meeting of Shareholders).
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5.1
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Opinion of John J. Carrara.
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23.1
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Consent of Ernst & Young LLP.
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23.2
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Consent of PricewaterhouseCoopers LLP.
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23.3
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Consent of BDO USA, LLP.
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23.4
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Consent of John J. Carrara (included in Exhibit 5.1).
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24.1
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Power of Attorney (included on the signature page).
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