As filed with the Securities and Exchange Commission on February 23, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
INTERNATIONAL PAPER COMPANY
(Exact name of registrant as specified in its charter)
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New York
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13-0872805
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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6400 Poplar Avenue
Memphis, Tennessee 38197
(901)
419-9000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Sharon R. Ryan, Esq.
Senior Vice President, General Counsel and
Corporate Secretary
International Paper Company
6400 Poplar Avenue
Memphis, Tennessee 38197
(901)
419-9000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please address a copy of all communications to:
Peter J. Loughran, Esq.
Debevoise & Plimpton LLP
919 Third Avenue
New York,
New York 10022
(212)
909-6000
Approximate date of commencement of proposed sale to the public
: From time to time after the effective date of this registration
statement, as determined by market conditions and other factors.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being
registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated
filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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. ☐
CALCULATION OF REGISTRATION FEE
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Title of each class of
securities to be registered
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Amount to be registered/Proposed maximum offering price
per
unit/Proposed maximum aggregate offering price/Amount of registration
fee (1)
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Debt securities
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Common stock, $1.00 par value
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Preferred stock, $1.00 par value
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Depositary shares
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Warrants
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Stock purchase contracts
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Stock purchase units
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(1)
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An unspecified aggregate initial offering price and number or amount of the securities of each identified class is being registered as may from time to time be sold at unspecified prices. Separate consideration may or
may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares. The registrant is relying on Rule 456(b) and Rule 457(r) under the
Securities Act of 1933, as amended (the Securities Act), to defer payment of all of the registration fee.
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