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): January 429, 2019 (~~December~~January 2625, ~~2018~~2019)

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 81.01 ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

AsOn ~~previously~~January ~~disclosed~~25, ~~on August 31~~2019, ~~2017,~~Orchids ~~Paul~~Paper R.Products ~~Pollock, a stockholder of the~~ Company, ~~filed a putative class action~~ (the “~~Action~~Company”) entered ininto ~~the~~Amendment ~~Court~~No. ~~of Chancery of the State of Delaware~~ 11(the “~~Court”)~~Credit ~~against~~Agreement ~~Orchids Paper Products Company (the “Company~~Amendment”) ~~and~~to its ~~Board~~Second Amended ofand ~~Directors~~Restated Credit Agreement dated ~~(the~~June ~~“Board”)~~25, ~~alleging~~2015 ~~that~~by ~~provisions~~and inamong the Company’s, ~~Amended~~Black ~~and~~Diamond ~~Restated~~Commercial ~~Certificate~~Finance, ~~of Incorporation~~L.L.C., as ~~amended~~ ~~(the~~successor ~~“Charter”)~~to ~~and~~U.S. ~~Amended~~Bank National Association, and ~~Restated~~Orchids ~~Bylaws~~Investment LLC, as ~~amended~~successor ~~(the~~to ~~“Bylaws”) allowing for~~ the ~~removal~~ oflenders ~~directors~~party ~~“only~~thereto ~~for~~(the ~~cause~~“Lender”) ~~violated Section 141~~(k)as ofamended, the ~~Delaware General Corporation Law. The Action sought to remove such~~ “~~for cause~~Credit Agreement” ~~provisions, which were claimed to violate Delaware law~~).

AsThe ~~also~~Credit ~~previously~~Agreement ~~disclosed~~Amendment, onamong ~~December~~other 14things, ~~2017,~~(i) waives any existing non-compliance by the ~~Board~~Company with any covenant under the Credit Agreement; (ii) sets the commitment fee rate at 3.55% ~~approved~~and athe ~~revision~~base torate at 13.5%, in each case regardless of the ~~Bylaws~~then-current ~~solely~~Leverage toRatio ~~delete~~(as defined in the ~~provision~~Credit ~~specifying~~Agreement), and provides that ~~directors~~all ~~are~~outstanding ~~removable~~loans ~~only~~under ~~for~~the ~~cause.~~Credit OnAgreement ~~April~~shall be converted to, and any revolving loans made in the future 30shall, ~~2018~~bear interest at the base rate; (iii) defers future interest and principal payments until May 1, 2019; (iv) extends until March 1, 2019 the deadline for the Company ~~held~~to ~~its~~deliver ~~Annual~~either ~~Meeting,~~(a) atan ~~which~~executed ~~time~~purchase agreement for the ~~stockholders~~sale of the Company’s equity ~~approved~~or anassets ~~amendment~~or (b) a binding commitment from institutional lenders to refinance the ~~Charter~~Company’s debt obligations, in either case in an amount sufficient to ~~provide~~repay ~~that~~the ~~directors~~Company’s ~~are~~debt ~~removable~~obligations byto its existing lenders in full, and extends until May 1, 2019 the ~~stockholders~~deadline offor the Company ~~with~~to orconsummate ~~without~~such ~~cause~~transaction; ~~upon~~(v) eliminates the ~~affirmative~~obligation ~~vote~~ of ~~a majority~~the Lender to issue any letters of credit to the ~~outstanding~~Company; ~~shares~~(vi) ofprovides ~~Common~~that ~~Stock.~~the ~~These~~Company ~~amendments~~will not permit Net Cash Flow (as defined in the Credit Agreement) for any week to be more than 10% less than the ~~Bylaw~~projected Net Cash Flow as set forth in the cash flow forecast that includes such week; and ~~Charter~~(vii) ~~effectively~~amends ~~mooted~~certain reporting and forecast requirements. There can be no assurance that the ~~Action~~Company will be able to consummate any sale, transaction, or refinancing on terms that are satisfactory to it, or at all.

OnFees ~~May 21, 2018, the Court entered an order dismissing the Action as moot, and retained jurisdiction solely for the purpose~~ of ~~ruling~~approximately ~~on the plaintiff's anticipated application for an award of attorneys’ fees and reimbursement of expenses~~$1.9 ~~The~~million ~~parties~~will ~~subsequently~~be ~~agreed~~paid to ~~a payment of a mootness fee by~~ the ~~Company~~lenders toand ~~plaintiff’s~~administrative ~~counsel~~agent ~~of $50,000~~ in ~~full~~connection ~~satisfaction~~with ofthe ~~their~~Credit ~~claim~~Agreement ~~for~~Amendment ~~attorneys’ fees~~ and ~~expenses.~~the ~~The~~NMTC ~~Court~~Loan ~~has not~~Agreement ~~been~~(defined ~~asked to review or approve, and will pass no judgment on, this payment~~below).

~~SIGNATURE~~In conjunction with the Credit Agreement Amendment, on January 25, 2019 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.

~~Pursuant~~The toforegoing ~~the~~summaries ~~requirements~~are ofnot ~~the~~complete ~~Securities Exchange~~and ~~Act~~are ofqualified ~~1934,~~in its ~~the~~entirety ~~Company~~by ~~has~~reference ~~duly~~to ~~caused~~the ~~this~~full ~~report~~text toof bethe ~~signed~~Credit onAgreement ~~its~~Amendment ~~behalf~~attached byas ~~the~~Exhibit ~~undersigned~~10.1 ~~hereunto~~to ~~duly~~this ~~authorized~~Form 8-K.

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

Item 9.01

Financial Statements and Exhibits.

Exhibit		Description
10.1		Amendment No. 11, dated as of January 23, 2019, to Second Amended and Restated Credit Agreement, dated as of June 25, 2015, among Orchids Paper Products Company and Black Diamond Commercial Finance, L.L.C., as administrative agent.

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: January 29, 2019	By:	/s/ Jeffrey S. Schoen
		Jeffrey S. Schoen Chief Executive Officer

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