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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 28, 2014
RAYONIER ADVANCED MATERIALS INC.
COMMISSION FILE NUMBER 001-36285
Incorporated in the State of Delaware
I.R.S. Employer Identification Number 46-4559529
1301 Riverplace Boulevard, Jacksonville, Florida 32207
(Principal Executive Office)
Telephone Number: (904) 357-4600
Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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RAYONIER ADVANCED MATERIALS INC.
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Item 5.02.
  
  
Item 9.01.
  
  
 
  
  
 
  
  


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ITEM 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 28, 2014, Rayonier Advanced Materials Inc. (the “Company”) announced that Frank A. Ruperto will become its Chief Financial Officer and Senior Vice President, Finance and Strategy effective immediately.

Mr. Ruperto, age 48, joined Rayonier Inc. in March 2014 as Senior Vice President, Corporate Development and Strategic Planning. Following the spin-off of the Company from its former parent, Rayonier Inc., he was appointed to the same position at the Company.  Prior to joining Rayonier, from 2003 to 2012, he served as Managing Director, Mergers and Acquisitions for Banc of America Securities and, subsequent to their merger, Bank of America Merrill Lynch (each a consumer banking and financial services provider).  In this capacity, Mr. Ruperto held various responsibilities including Head of Global Industrial M&A for Banc of America Securities.  From 1996 to 2003, Mr. Ruperto held various positions at Merrill Lynch & Co. including Managing Director, Mergers & Acquisitions.  Prior to that, Mr. Ruperto was an Associate with Kidder Peabody & Co./PaineWebber Inc. from 1993 to 1995 and with Smith Barney Inc. from 1995 to 1996.  From 1988 to 1991, he was a Corporate Finance Analyst with Alex. Brown & Sons Inc.  Mr. Ruperto holds a Bachelor of Arts with a concentration in Economics from Harvard College and an MBA, with a major in finance, from The Wharton School of Business at The University of Pennsylvania.

In connection with his appointment as Chief Financial Officer and Senior Vice President, Finance and Strategy, Mr. Ruperto will receive an annual base salary of $380,000. Mr. Ruperto is eligible for an incentive target cash bonus equal to 61% of his base salary, subject to the terms and conditions of the Company’s Non-Equity Incentive Plan and the Company’s Annual Corporate Bonus Program. He is also eligible for participation in the Company’s Incentive Stock Plan and will be granted an equity award thereunder to be determined by the Company’s Compensation and Management Development Committee. Mr. Ruperto will also receive enhanced severance protection in an amount equal to his annual base salary and target bonus in the event of termination of his employment without cause prior to March 31, 2016; provided, however, that this enhanced severance shall not be applicable in the event that Mr. Ruperto becomes eligible for severance under the Company’s Executive Severance Pay Plan; and certain other customary benefits made available to generally all Company employees, including participation in employee welfare plans, vacation and sick leave. Additionally, Mr. Ruperto has entered into the Company’s standard indemnification agreement for its executive officers.

There are no other arrangements or understandings pursuant to which Mr. Ruperto was elected as Chief Financial Officer and Senior Vice President, Finance and Strategy. There are no family relationships among any of the Company’s directors, executive officers, and Mr. Ruperto. There are no related party transactions between the Company and Mr. Ruperto reportable under Item 404(a) of Regulation S-K.

The Company also announced on November 28, 2014 that Benson K. Woo, the Company’s current Senior Vice President and Chief Financial Officer, will resign effective November 30, 2014. Mr. Woo has been Chief Financial Officer since June 2014.

A copy of the press release announcing Mr. Ruperto’s appointment and Mr. Woo’s resignation is attached hereto as Exhibit 99.1.

ITEM 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
 
99.1

  
Press release dated November 28, 2014


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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of l934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
RAYONIER ADVANCED MATERIALS INC. (Registrant)
 
 
 
BY:
 
/s/ MICHAEL R. HERMAN
 
 
Michael R. Herman
 
 
Senior Vice President, General Counsel and Corporate Secretary
 
 
 


November 28, 2014


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EXHIBIT INDEX
EXHIBIT NO.
 
DESCRIPTION
 
LOCATION
99.1
 
Press release dated November 28, 2014
 
Filed herewith


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Exhibit 99.1










 
For Immediate Release
News Release

Contacts:
Media        Russell Schweiss        904-357-9158
Investors    Beth Johnson            904-357-9136            


Rayonier Advanced Materials Consolidates Management Positions
CFO, Corporate Development and Strategic Planning Combined into Single Role

JACKSONVILLE, Fla., November 28, 2014 - Rayonier Advanced Materials (NYSE:RYAM) announced today that it had consolidated its senior management position of chief financial officer with corporate development and strategic planning. Frank Ruperto, senior vice president, corporate development and strategic planning, will assume the new combined role of chief financial officer and senior vice president, finance and strategy.

“As we discussed in our third quarter earnings call, the company has embarked on an effort to evaluate opportunities to become more efficient, which includes a review of senior roles within the company. With Frank’s extensive background in financial markets, investor relations, and financial management, this restructuring optimizes our financial team,” stated Paul Boynton, chairman, president and chief executive officer. “In addition to reducing management costs, the combination better integrates our accounting and planning functions, ensuring that all aspects of our strategy are aligned. We congratulate Frank on his expanded role and look forward to the company gaining additional benefits from his skill set that will translate into value for our stockholders.”

Ruperto joined Rayonier in March 2014 as senior vice president, corporate development and strategic planning. Following the separation, he was appointed to the same position at Rayonier Advanced Materials. Drawing on nearly 25 years of investment banking experience, he will now direct the company’s financial operations and continue leading efforts to achieve its future growth priorities. Prior to joining Rayonier, Frank served as managing director of mergers and acquisitions for Bank of America Merrill Lynch, and previously served as head of global industrial M&A for Banc of America Securities. He also served as managing director, M&A at Merrill Lynch, Pierce, Fenner & Smith. Ruperto received a Bachelor of Arts with a concentration in economics from Harvard College and holds an MBA, with a major in finance, from The Wharton School of Business at The University of Pennsylvania.


CORPORATE HEADQUARTERS
1301 Riverplace Boulevard Suite 2300 Jacksonville, FL 32207
904.357.4600 fax 904.357.9101 www.RayonierAM.com

Exhibit 99.1


“As a global leader in our business and with our newly established independence, Rayonier Advanced Materials has a promising future and significant opportunities to build stockholder value,” said Ruperto. “I’m looking forward to broadening my responsibilities to make a larger contribution to the organization.”

With the consolidation of these roles, Benson Woo, Rayonier Advanced Materials’ senior vice president and chief financial officer, has left the company. “We thank Benson for his service and wish him well in his future endeavors,” stated Boynton.

____________________________________________________________________________________
Certain statements in this document regarding anticipated financial, legal or other outcomes including business and market conditions, outlook and other similar statements relating to Rayonier Advanced Materials’ future events, developments or financial or operational performance or results, are "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward looking statements are identified by the use of words such as "may," "will," "should," "expect," "estimate," "believe," "intend,” "anticipate" and other similar language. However, the absence of these or similar words or expressions does not mean that a statement is not forward-looking. While management believes that these forward-looking statements are reasonable when made, forward-looking statements are not guarantees of future performance or events and undue reliance should not be placed on these statements.

About Rayonier Advanced Materials
Rayonier Advanced Materials is the leading global supplier of high-purity, cellulose specialties products, a natural polymer for the chemical industry. Working closely with its customers, the company engineers natural polymeric chemical chains to create dozens of customized high-purity performance fibers at its plants in Florida and Georgia. Rayonier Advanced Materials’ intellectual property and manufacturing processes have been developed over 85 years, resulting in unique properties and very high quality and consistency. The company’s facilities can produce up to 675,000 metric tons of cellulose specialties products for use in a wide range of industrial and consumer products such as filters, cosmetics and pharmaceuticals. Rayonier Advanced Materials is consistently ranked among the nation’s top 50 exporters and delivers products to 79 ports around the world, serving customers in 20 countries across five continents.

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CORPORATE HEADQUARTERS
1301 Riverplace Boulevard Suite 2300 Jacksonville, FL 32207
904.357.4600 fax 904.357.9101 www.RayonierAM.com