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):
March 27, 1997
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FiberMark, Inc.
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Delaware 0-20231 82-0429330
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
Brudies Road, Brattleboro, Vermont 05302
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code:
(802) 257-0365
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Specialty Paperboard, Inc.
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(Former name.)
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Item 5. Other Events
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On March 27, 1997 Specialty Paperboard, Inc. (the
"Company"), changed its name to FiberMark, Inc.
Pursuant to resolutions adopted by the Board of
Directors of the Company on February 20, 1997,
FiberMark, Inc., a Delaware corporation incorporated on
March 25, 1997, and a wholly-owned subsidiary of the
Company, merged with and into the Company. The
surviving corporation is the Company, which, in
accordance with Section 253, paragraph (b) of the
Delaware General Corporation Law, changed its name to
"FiberMark, Inc." as of the effective date of the
merger. A Certificate of Ownership and Merger filed
with the Secretary of State of Delaware on March 26,
1997. The merger was made effective on March 27, 1997.
Item 7. Financial Statements and Exhibits
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(c) Exhibits.
99.1 Certificate of Ownership and Merger of
FiberMark, Inc. with and into Specialty
Paperboard, Inc., as filed with the Secretary
of State of Delaware on March 26, 1997.
99.3 Press Release dated March 31, 1997.
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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.
SPECIALTY PAPERBOARD, INC.
Date 04/03/97 By: /s/ Bruce P. Moore
Bruce P. Moore
Vice President and
Chief Financial Officer
CERTIFICATE OF OWNERSHIP AND MERGER
OF
FIBERMARK, INC.
WITH AND INTO
SPECIALTY PAPERBOARD, INC.
1. Annexed hereto is a true and correct copy of
resolutions (the "Resolutions") adopted by the Board of
Directors of Specialty Paperboard, Inc., a Delaware
corporation incorporated on June 16, 1989, approving the
merger of FiberMark, Inc., a Delaware corporation
incorporated on March 25, 1987, a wholly owned subsidiary of
Specialty Paperboard, Inc., with and into Specialty
Paperboard, Inc. Specialty Paperboard, Inc. will assume all
of the obligations of FiberMark, Inc.
2. The date of adoption of the Resolutions was
February 20, 1997.
3. The surviving corporation is Specialty Paperboard,
Inc., which, in accordance with Section 253(b) of the
Delaware General Corporation Law, hereby changes its name to
"FiberMark, Inc." as of the effective date of the merger.
4. The merger shall be effective March 27, 1997.
The undersigned, being the Vice President and
Secretary, respectively, of Specialty Paperboard, Inc., the
parent corporation and owner of all the outstanding stock of
FiberMark, Inc., for the purpose of merging FiberMark, Inc.
with and into Specialty Paperboard, Inc., and upon the
effective date of the merger to change the name of Specialty
Paperboard, Inc., as the surviving corporation, to
"FiberMark, Inc.", hereby declare and certify that this is
our act and deed and the facts herein stated are true, and
we do hereunto set our hands and seal this 26th day of
March, 1997.
SPECIALTY PAPERBOARD, INC.
(SEAL) By:___________________________
Bruce Moore, Vice President
ATTEST:
_________________________
Paul S. Street, Secretary
SPECIALTY PAPERBOARD LOGO
SPECIALTY PAPERBOARD
Brudies Road
P.O. Box 498
Brattleboro, VT 05302 USA
Tel: 802/257-0365 Fax: 802/257/5900
____________________________________________________________
FOR IMMEDIATE RELEASE Contact: Bruce Moore, Vice
President and Chief
Financial Office
(800) 451-4378
SPECIALTY PAPERBOARD ANNOUNCES
FiberMark, Inc.
AS NEW COMPANY NAME
COMPANY FILES TO LIST ON NEW YORK STOCK EXCHANGE
____________________________________________________________
BRATTLEBORO, VERMONT (March 31, 1997)--Specialty Paperboard,
Inc. announced today that it has changed the name of the
company to FiberMark, Inc., effective immediately.
Commenting on this change, FiberMark President and CEO Alex
Kwader said, "The name FiberMark more accurately reflects
out consolidated businesses, and the fact that we are a
market leader in the manufacture and conversion of specialty
fiber-based materials."
FiberMark also announced today that is has filed an
application to list its common stock on the New York Stock
Exchange (NYSE). The Company's shares will continue trading
on the NASDAQ Stock Market until the NYSE listing becomes
effective. Trading on the NYSE is expected to begin on
April 9, 1997, under the stock symbol "FMK".
Regarding the move to the New York Stock Exchange, Mr.
Kwader said, "The New York Stock Exchange is a very
efficient market for the trading of our shares and listing
there should provide multiple benefits for FiberMark's
individual and institutional shareholders including enhanced
visibility and improved liquidity."
With the recent acquisitions of Custom Papers Group and
Arcon Coating Mills in October 1996, and the 1994
acquisition of the Endura Products business from W.R. Grace
& Co., FiberMark is now a company with a broad array of
specialty fiber-based materials organized into four
strategic business units.
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- Office Products materials include highly densified
pressboard for binder, notebook and report covers and a
broad range of lighter cover materials used in such
applications as file folders, expanding wallets and
document covers.
- Technical Specialties include materials used for
electrical transformer insulation, photographic
packaging, archival quality picture matting and records
storage, book covers where high strength and
distinctive appearance are important, and backings for
sandpaper and other abrasives.
- Durable Specialties include substrate materials for
industrial and consumer masking tapes, binding and
reinforcing tapes used in the manufacture of notepads,
books, expanding wallets and checkbooks, and high
strength labels used in the apparel industry as blue
jeans label and other label applications.
- Filter Products include materials used as the
filtration media in the automotive and heavy equipment
industries to filter oil, fuel and air in addition to
industrial applications to filter water, hot oils,
paints and lacquers.
The Company has merged the acquired companies with its base
business to form a decentralized organization based upon
these four major product lines. "I feel this market based,
decentralized management structure will greatly facilitate
FiberMark's ability to identify and meet customer needs with
current and newly developed fiber-based materials and
products," commented Kwader.
FiberMark is recognized as a leader in the use of recycled
materials and is a leading manufacturer and converter of
specialty fiber-based materials serving a wide range of
industrial and consumer needs. The Company has nine
manufacturing locations in the united States and focuses on
niche markets worldwide to apply its specialty fibers
expertise and versatile manufacturing capabilities in
developing value-added products which meet advanced
technical specifications and customer service requirements.
