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): ~~November~~January 214, ~~2018~~2019 (~~November~~December 2126, 2018)

ORCHIDS PAPER PRODUCTS COMPANY

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-32563	23-2956944
(State or Other Jurisdiction of	(Commission	(IRS Employer
Incorporation)	File Number)	Identification Number)

4826 Hunt Street

Pryor, Oklahoma 74361

(Address of Principal Executive Offices)

(918) 825-0616

(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 (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

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 13(a) of the Exchange Act. ¨

Item 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

As previously disclosed, aton ~~October~~August 2631, ~~2018~~2017, ~~and~~Paul ~~again~~R. ~~on October 31~~Pollock, a ~~2018~~stockholder of the Company, ~~Orchids~~filed ~~Paper~~a ~~Products~~putative ~~Company~~class action (the “~~Company~~Action”) ~~was~~in ~~not~~the inCourt ~~compliance~~of ~~with~~Chancery ~~certain~~of ~~milestone~~the ~~date~~State ~~covenants~~of ~~and~~Delaware ~~other~~(the ~~financial~~“Court”) ~~covenants~~against inOrchids ~~its~~Paper ~~Second Amended~~Products Company (the “Company”) and ~~Restated~~its ~~Credit~~Board ~~Agreement dated~~of ~~June~~Directors (the ~~25,~~“Board”) ~~2015~~alleging bythat ~~and~~provisions ~~among~~in the Company,’s ~~U.S.~~Amended ~~Bank~~and ~~National~~Restated ~~Association~~Certificate ~~and~~of Incorporation, as amended (the ~~other~~“Charter”) ~~lenders~~and ~~party~~Amended ~~thereto~~and (Restated Bylaws, as amended, (the “~~Credit Agreement~~Bylaws”). allowing Onfor the ~~November~~removal ~~21,~~of ~~2018,~~directors ~~the~~“only ~~Company~~for ~~entered~~cause” ~~into~~violated ~~Amendment~~Section No141(k) of the Delaware General Corporation Law. 10The Action sought to ~~the~~remove ~~Credit~~such ~~Agreement~~“for ~~(the~~cause” ~~“Credit~~provisions, ~~Agreement~~which ~~Amendment”)~~were claimed to violate Delaware law.

~~The~~As ~~Credit~~also ~~Agreement~~previously ~~Amendment~~disclosed, ~~among~~on ~~other~~December ~~things~~14, ~~(i)~~2017, ~~waives any existing non-compliance by~~ the ~~Company~~Board approved ~~with~~a ~~any~~revision ~~covenant~~to ~~under~~ the ~~Credit~~Bylaws ~~Agreement;~~solely ~~(ii)~~to ~~increases~~delete the ~~borrowing~~provision ~~capacity under~~specifying ~~the~~that ~~revolving~~directors ~~line~~are ofremovable ~~credit~~only byfor $5cause.9 ~~million;~~On ~~(iii) defers future interest and principal payments until December 31~~April 30, 2018~~; (iv) extends until December 14~~, ~~2018~~ the ~~deadline for the~~ Company toheld ~~deliver~~its ~~either~~Annual ~~(a)~~Meeting, anat ~~executed~~which ~~purchase~~time ~~agreement for~~ the ~~sale~~ stockholders of the Company’s ~~equity~~approved oran ~~assets~~amendment ~~or (b) a binding commitment from institutional lenders~~ to ~~refinance~~ the ~~Company’s~~Charter ~~debt obligations, in either case in an amount sufficient~~ to ~~repay~~provide ~~the~~that ~~Company’s~~directors ~~debt~~are ~~obligations~~removable toby ~~its existing lenders in full, and extends until December 31, 2018~~ the ~~deadline~~stockholders ~~for~~of the Company towith ~~consummate~~or ~~such~~without ~~transaction;~~cause ~~(v)~~upon ~~requires~~ the ~~Company to~~affirmative ~~engage~~vote of a majority ~~nationally~~of ~~recognized~~the ~~investment~~outstanding ~~banking~~shares ~~group~~of asCommon ~~its~~Stock. ~~replacement~~These ~~investment~~amendments ~~banker~~ to ~~assist~~ the ~~Company~~Bylaw ~~in the sale of its equity or assets;~~ and ~~(vi)~~Charter ~~amends~~effectively ~~certain~~mooted ~~reporting and forecast requirements. There can be no assurance that~~ the ~~Company will be able to consummate any sale, transaction, or refinancing on terms that are satisfactory to it, or at all~~Action.

~~Fees~~On May 21, 2018, the Court entered an order dismissing the Action as moot, and retained jurisdiction solely for the purpose of ruling on the plaintiff's anticipated application for an award of attorneys’ fees and reimbursement of expenses. The parties subsequently agreed to a payment of a mootness fee by the Company to plaintiff’s counsel of $~~275~~50,000 ~~will~~in befull ~~paid~~satisfaction toof ~~the~~their ~~lenders~~claim for attorneys’ fees and ~~administrative~~expenses. The Court has ~~agent~~not inbeen ~~connection~~asked ~~with~~to ~~the~~review ~~Credit~~or ~~Agreement~~approve, ~~Amendment~~and will pass no judgment on, this payment.

In conjunction with the Credit Agreement Amendment, on November 21, 2018 the Company also amended the loan agreement (the “NMTC Loan Agreement”) by and among the Company’s wholly owned subsidiaries and certain Community Development Financial Institutions relating to the Company’s participation in the New Market Tax Credits program of the Internal Revenue Code in order to align the NMTC Loan Agreement with the Credit Agreement. The amendment to the NMTC Loan Agreement incorporated the same substantive changes as the Credit Agreement Amendment.SIGNATURE

~~The~~Pursuant ~~foregoing~~to ~~summaries~~the ~~are~~requirements ~~not~~of ~~complete~~the ~~and are qualified~~Securities inExchange ~~its~~Act ~~entirety~~of by1934, ~~reference~~the toCompany ~~the~~has ~~full~~duly ~~text~~caused ofthis ~~the~~report ~~Credit~~to ~~Agreement~~be ~~Amendment~~signed ~~attached~~on asits ~~Exhibit~~behalf ~~10.1~~by tothe ~~this~~undersigned ~~Form~~hereunto ~~8-K~~duly authorized.

Item 7.01. Regulation FD Disclosure.

	ORCHIDS PAPER PRODUCTS COMPANY


Date: January 4, 2019	By:	/s/ Jeffrey S. Schoen
		Jeffrey S. Schoen Chief Executive Officer

On November 21, 2018, the Company issued a press release announcing a significant bid from a national supercenter retailer as the sole supplier of 100% recycled ultra-premium kitchen towel and bath tissue, as well as the Credit Agreement Amendment. This press release is furnished as Exhibit 99.1 to this Form 8-K and incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit		Description
10.1		Amendment No. 10, dated as of November 21, 2018, to Second Amended and Restated Credit Agreement, dated as of June 25, 2015, among Orchids and U.S. Bank National Association, as administrative agent.
99.1		Press Release, dated November 21, 2018

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ORCHIDS PAPER PRODUCTS COMPANY
Date: November 21, 2018	By:	/s/ Jeffrey S. Schoen
		Jeffrey S. Schoen Chief Executive Officer

Filing Compare · Orchids Paper Products CO /DE