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VRS > SEC Filings for VRS > Form 8-K on 30-Oct-2013All Recent SEC Filings

Show all filings for VERSO PAPER CORP.



Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year

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:

Number                Description of Exhibit

  3.1     Amended and Restated Bylaws of Verso Paper Corp., as amended.

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