8-K

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 4, 2009

Bowne & Co., Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-05842	13-2618477
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
55 Water Street, New York, New York		10041
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

212-924-5500

Not Applicable

Former name or former address, if changed since last report

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:

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))

TABLE OF CONTENTS

	Item 2.02 Disclosure of Results of Operations and Financial Condition
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
EX-99.1

Item 2.02   Disclosure of Results of Operations and Financial Condition

On November 4, 2009, Bowne & Co., Inc. issued a press release announcing its financial results for the three and nine months ended September 30, 2009. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K, including Exhibit 99.1, is furnished pursuant to Item 2.02 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01   Financial Statements and Exhibits

(d) Exhibits

The following exhibits are included herewith:

Exhibit
Number			Description
	99	.1	Press release dated November 4, 2009 announcing results of operations for the three and nine months ended September 30, 2009

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.

Bowne & Co., Inc.

By:  /s/  John J. Walker

Name: John J. Walker

Title:  Senior Vice President and Chief
Financial Officer

November 4, 2009

EX-99.1

Exhibit 99.1

	Bowne & Co., Inc. 55 Water Street New York, NY 10041 (212) 924-5500 Fax: (212) 658-5871
	NEWS RELEASE
	Investor Relations Contact: Bryan Berndt Treasurer 212-658-5817 bryan.berndt@bowne.com	Media Contact: Pamela Blum Director of Corporate Communications 212-658-5884 pamela.blum@bowne.com

FOR IMMEDIATE RELEASE

BOWNE & CO. REPORTS THIRD QUARTER 2009 RESULTS

• Segment Profit of $3.8 Million Represents an $11 Million Improvement Over 2008

• Equity Offering and Amended Credit Facility Strengthen Capital Structure

• Reinstatement of Cash Dividend

NEW YORK, November 4, 2009— Bowne & Co., Inc. (NYSE: BNE), a global leader in shareholder and marketing communications services, today announced third quarter and year-to-date operating results.

Revenue was $148.8 million in the third quarter of 2009 compared to $164.0 million in the third quarter of 2008, a decline of $15.2 million, or 9%. In the third quarter of 2009, the Company generated gross profit of $48.3 million, with a 32.5% gross margin contribution, compared to $42.1 million and a 25.7% gross margin contribution in the prior year period. Segment profit and segment profit margin were $3.8 million and 2.5%, respectively, in the third quarter of 2009, compared to a loss of ($7.4) million and (4.5%), respectively, in the third quarter of 2008. Loss from continuing operations was ($7.4) million, or ($0.21) per diluted share, compared to ($17.7) million, or ($0.62) per diluted share, in the third quarter of 2008.

For the nine months ended September 30, 2009, revenue was $506.8 million, down $102.9 million or 17% from $609.7 million reported for the first nine months of 2008. In the first nine months of 2009, the Company generated gross profit of $168.5 million with a 33.3% gross margin contribution, compared to $199.6 million and a 32.7% gross margin contribution in the comparable prior year period. Segment profit and segment profit margin were $35.6 million and 7.0%, respectively, in the first nine months of 2009 compared to $35.4 million and 5.8% in the first nine months of 2008. Loss from continuing operations was ($13.0) million, or ($0.43) per diluted share for the nine months ended September 30, 2009, compared to ($14.9) million, or ($0.52) per diluted share, in 2008.

Pro forma results from continuing operations totaled a loss of ($4.5) million in the third quarter of 2009 and break-even for the 2009 year-to-date period (despite a $102.9 million decline in revenue), compared to a loss of ($12.4) million and income of $3.0 million, respectively, in the comparable prior year periods. This resulted in diluted earnings/(loss) per share of ($0.13) in the third quarter of 2009 and $0.00 for the 2009 year-to-date period, compared to ($0.43) and $0.10, respectively, in the comparable 2008 periods. (See page 9, Pro Forma Supplemental Income Information, for a reconciliation between the non-GAAP financial measures and the Company’s Condensed Consolidated Statements of Operations.)

“Despite the current recessionary environment in the industries we service and its effect on our revenue levels, we are very pleased with our improved profitability. These improvements are a direct result of our continuing efforts to reduce costs and increase the efficiency of our operating model,” said David J. Shea, Chairman and Chief Executive Officer. “During the third quarter, we took a number of steps to strengthen

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Page 2 of 9

our capital structure including (a.) the successful execution of a secondary offering; (b.) the amendment of our revolving credit facility last month; and (c.) the extension of the credit facility’s maturity through May 2013. We’re also encouraged by increased momentum in the capital markets, and remain cautiously optimistic that activity will be stronger in the fourth quarter, particularly in the U.S. and Asia.”

Additional comments on the operating results in the third quarter and year-to-date 2009 are provided below.

Revenue:

Capital markets services revenue was $44.1 million for the third quarter of 2009, which is $1.7 million, or 4%, higher than the comparable 2008 period, reflecting improvements in the U.S. and in Asia. For the first nine months of 2009, capital markets services revenue was $102.3 million, which is $56.4 million or 35.5% lower than the first nine months of 2008. This decrease is directly related to the declines in overall IPO and M&A activity, which were particularly pronounced in the international markets. Included in capital market services revenue is Bowne Virtual Dataroom™ (VDR) revenue, which was $2.9 million for the third quarter and $9.0 million for the year-to-date periods in 2009. That compares to $3.6 million and $10.3 million for the comparable periods in 2008.

Shareholder reporting services revenue, which includes compliance reporting, investment management services and translations services revenue, was $65.1 million and $277.7 million for the third quarter of 2009 and year-to-date periods, declines of 10% and 8%, respectively, compared to the comparable 2008 periods. For the third quarter of 2009 and year-to-date periods, compliance reporting revenue decreased approximately 7% and 9%, respectively. Investment management services revenue decreased 8% and 4% during the third quarter and the first nine months of 2009, respectively. The decrease in revenue from shareholder reporting services is primarily the result of pricing pressure and reduced print volumes. Additionally, there was a decline in the number of public filers (due to bankruptcies and consolidations), partially offset by the addition of new clients and increased services to certain existing clients in 2009.

Marketing communications services revenue decreased $7.8 million, or 19%, to $34.3 million during the third quarter of 2009, and decreased $15.8 million, or 13%, to $108.8 million during the first nine months of 2009. The decline is primarily due to the loss of certain accounts; lower activity levels and volumes from existing clients, as companies reduced their marketing spending in the current economic downturn; and declines in client enrollment activities for health care and financial products, such as 401(k) enrollments.

Segment Profit: The Company generated segment profit of $3.8 million in the third quarter 2009 and $35.6 million year-to-date, compared to a segment loss of ($7.4) million in the third quarter of 2008 and profit of $35.4 million in the first nine months of 2008. The Company’s segment profit margin in the quarter and 2009 year-to-date periods was 2.5% and 7.0%, respectively.

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Cost Reduction Initiatives: Bowne continues to be proactive in reducing its fixed costs and
consolidating operations, which have positioned the Company to respond to changing economic conditions and to compete more effectively.

During the first nine months of 2009, the Company implemented initiatives to reduce its workforce and facility costs as part of its continued focus on improving its cost structure and realizing operating efficiencies. These cost reductions were in addition to the cost savings initiatives taken during 2008, which continue to positively impact this year’s operating results. The Company estimates that the cost savings that will be achieved in fiscal year 2009 as a result of these initiatives are in the range of approximately $50 to $60 million.

Balance Sheet and Cash Flow: Cash and marketable securities at September 30, 2009 increased $4.8 million from December 31, 2008. Net cash provided by operating activities was $6.3 million for the nine months ended September 30, 2009, compared to net cash used in operating activities of $23.2 million for the nine months ended September 30, 2008.

Average days sales outstanding was 71 days as of September 30, 2009 compared to 70 days as of September 30, 2008. Work-in-process inventory was $19.4 million at September 30, 2009, compared to $19.6 million at September 30, 2008.

As of September 30, 2009, the Company had $25.0 million outstanding under its $123 million revolving credit facility and $8.3 million outstanding under the Company’s Convertible Subordinated Debentures. The Company was in compliance with its debt covenants as of September 30, 2009.

As previously announced, during the third quarter the Company completed a public equity offering, which resulted in the issuance of 12.075 million shares of common stock for net proceeds of $67.8 million. The net proceeds from the offering were used to repay the Company’s term loans, which totaled $24.2 million, in their entirety, and to repay a portion of the Company’s borrowings under its revolving credit facility.

In addition, on October 20, 2009, the Company announced that it had amended its revolving credit facility and extended its maturity through May 2013. This amended facility provides the Company with more favorable debt covenants, increased financial flexibility related to cash dividends and acquisitions, and retains the total committed amount of the existing revolving credit facility at $123.0 million. As a result of the amendment, on October 23, 2009, the Company announced that it will reinstate its cash dividend in the fourth quarter at the rate of $0.055 per share.

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Business Outlook:

The Company had previously adjusted its 2009 business outlook in its second quarter earnings announcement released in August 2009, and expects full year results to be in the range presented.

The Company notes that forward-looking statements of future performance made in this release are based upon current expectations and are subject to factors that could cause actual results to differ materially from those suggested here, including demand for and acceptance of the Company’s services, new technological developments, competition and general economic or market conditions, particularly in the domestic and international capital markets.

Bowne & Co., Inc. will hold its earnings conference call to review its 2009 third quarter results on Thursday, November 5, 2009, at 11:00 a.m. Eastern Time. To join the Webcast, log on to http://www.bowne.com. To access the call via telephone, please dial (877) 407-0782 (domestic) or (201) 689-8567 (international), conference ID #336187.

About Bowne & Co., Inc.

Bowne & Co., Inc. (NYSE: BNE) provides shareholder and marketing communications services around the world. Dealmakers rely on Bowne to handle critical capital markets communications with speed and accuracy. Compliance professionals turn to Bowne to prepare and file regulatory and shareholder communications online and in print. Investment managers and third party fund administrators count on Bowne’s integrated solutions to streamline their document processes and produce high quality communications for their shareholders. Marketers look to Bowne to create and distribute customized, one-to-one communications on demand. With 2,800 employees in 50 offices around the globe, Bowne has met the ever-changing demands of its clients for more than 230 years. For more information, please visit www.bowne.com.

[Tables follow]

Page 5 of 9

BOWNE & CO., INC.
(NYSE: BNE) Condensed Consolidated Statements of Operations
(unaudited)

	For the Periods Ended September 30,
(in thousands, except per share information)	Quarter						Year-to-Date
	2009			2008			2009			2008
Revenue	$	148,763		$	163,956		$	506,844		$	609,731
Expenses:
Cost of revenue		(100,476	)		(121,901	)		(338,302	)		(410,162	)
Selling and administrative		(44,497	)		(49,401	)		(132,974	)		(164,163	)
Depreciation		(6,190	)		(6,860	)		(20,647	)		(20,996	)
Amortization		(1,366	)		(1,659	)		(4,100	)		(3,238	)
Restructuring, integration and asset impairment charges1		(4,220	)		(8,491	)		(21,184	)		(28,525	)
		(156,749	)		(188,312	)		(517,207	)		(627,084	)
Operating loss		(7,986	)		(24,356	)		(10,363	)		(17,353	)
Interest expense		(1,796	)		(2,654	)		(5,148	)		(7,558	)
Loss on extinguishment of debt		(777	)		—			(777	)		—
Other (expense) income, net		(1,026	)		926			(1,182	)		3,116
Loss from continuing operations before income taxes		(11,585	)		(26,084	)		(17,470	)		(21,795	)
Income tax benefit		4,163			8,356			4,447			6,931
Loss from continuing operations		(7,422	)		(17,728	)		(13,023	)		(14,864	)
Net (loss) income from discontinued operations		(51	)		6,084			(222	)		5,221
Net loss	$	(7,473	)	$	(11,644	)	$	(13,245	)	$	(9,643	)
Loss per share from continuing operations:
Basic	$	(0.21	)	$	(0.62	)	$	(0.43	)	$	(0.52	)
Diluted	$	(0.21	)	$	(0.62	)	$	(0.43	)	$	(0.52	)
(Loss) earnings per share from discontinued operations:
Basic	$	(0.00	)	$	0.21		$	(0.01	)	$	0.18
Diluted	$	(0.00	)	$	0.21		$	(0.01	)	$	0.18
Total loss per share:
Basic	$	(0.21	)	$	(0.41	)	$	(0.44	)	$	(0.34	)
Diluted	$	(0.21	)	$	(0.41	)	$	(0.44	)	$	(0.34	)
Weighted-average shares outstanding:
Basic2		35,020			28,632			30,386			28,417
Diluted2		35,020			28,632			30,386			28,417
Dividends per share3	$	0.055		$	0.055		$	0.165		$	0.165

1	2009 includes charges of approximately $1.2 million for the quarter and $13.4 million year-to-date in costs related to workforce reductions and facility consolidations, and $2.0 million year-to-date related to the integration of acquired businesses. 2008 includes charges of approximately $7.1 million for the quarter and $12.0 million year-to-date related primarily to the integration of the acquisitions of Alliance Data Mail Services (November 2007), GCom 2 Solutions (February 2008), Rapid Solutions Group (April 2008) and Capital Systems (July 2008). Also included in the 2008 third quarter and year-to-date periods are charges of approximately $1.4 million and $16.5 million, respectively, related to workforce reductions and facility closures.
2	The weighted-average basic and diluted shares for the three and nine months ended September 30, 2009 and 2008 include 1.0 million shares issued as a result of the stock dividends paid to shareholders in February, May and August 2009. In addition, the weighted-average basic and diluted shares for the three and nine months ended September 30, 2009 include approximately 6.3 million and 2.1 million shares, respectively, related to the Company’s August 2009 equity offering.
3	Dividends for the quarter ended and year-to-date September 30, 2009 were paid in shares of Bowne Common Stock. Dividends for the quarter ended and year-to-date September 30, 2008 were paid in cash.

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BOWNE & CO., INC.
(NYSE: BNE)
Condensed Consolidated Balance Sheets

	Sep. 30,		Dec. 31,
(in thousands)	2009		2008
	(unaudited)
Assets
Cash and cash equivalents	$	16,306	$	11,524
Marketable securities		226		193
Accounts receivable, net		121,245		116,773
Inventories		28,148		27,973
Prepaid expenses and other current assets		43,326		45,990
Total current assets		209,251		202,453
Property, plant and equipment, net		118,138		130,149
Goodwill and other intangibles, net		88,721		92,195
Other assets		52,052		55,952
Total assets	$	468,162	$	480,749
Liabilities and Stockholders’ Equity
Current portion of long-term debt and capital lease obligations	$	714	$	842
Accounts payable and accrued liabilities		99,953		109,042
Total current liabilities		100,667		109,884
Long-term debt1		33,753		88,352
Deferred employee compensation2		50,010		75,868
Deferred rent and other		20,585		20,062
Stockholders’ equity1		263,147		186,583
Total liabilities and stockholders’ equity	$	468,162	$	480,749

1

During the third quarter of 2009, the Company completed a public equity offering which resulted in the issuance of 12.075 million shares of common stock for net proceeds of $67.8 million. The net proceeds from the offering were used to repay the Company’s term loans in their entirety, and to repay a portion of the Company’s borrowing under its revolving credit facility.

2

As a result of the Company’s workforce reductions that occurred during the second quarter of 2009, the Company remeasured the funded status of its pension plan and recalculated the benefit obligations as of May 31, 2009. The remeasurement resulted in a $22.5 million reduction to the pension liability included in deferred employee compensation, a $9.3 million reduction in deferred income tax assets included in other assets, and a $13.2 million increase in stockholders’ equity.

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BOWNE & CO., INC.
(NYSE: BNE)
Condensed Consolidated Statements of Cash Flows
(unaudited)

	For the Nine Months Ended Sep. 30,
(in thousands)	2009			2008
Cash flows from operating activities:
Net loss	$	(13,245	)	$	(9,643	)
Net loss (income) from discontinued operations		222			(5,221	)
Depreciation and amortization		24,747			24,234
Asset impairment charges		2,450			246
Loss on extinguishment of debt		777			—
Changes in assets and liabilities, net of acquisitions, discontinued operations and certain non-cash transactions		(7,535	)		(31,377	)
Net cash used in operating activities of discontinued operations		(1,087	)		(1,473	)
Net cash provided by (used in) operating activities		6,329			(23,234	)
Cash flows from investing activities:
Purchases of property, plant and equipment		(10,556	)		(16,654	)
Purchase of marketable securities		—			(5,000	)
Proceeds from the sale of marketable securities and other assets		758			39,891
Acquisitions of businesses		(195	)		(79,495	)
Net cash used in investing activities		(9,993	)		(61,258	)
Cash flows from financing activities:
Proceeds from borrowings under revolving credit facility, net of debt issuance costs		38,542			48,000
Payment of debt		(98,417	)		(9,000	)
Proceeds from equity offerings, net of equity issuance costs		67,828			—
Payment of capital lease obligations		(627	)		(762	)
Proceeds from stock options exercised		—			766
Payment of cash dividends		—			(4,410	)
Other		—			221
Net cash provided by financing activities		7,326			34,815
Effects of exchange rates on cash flows and cash equivalents		1,120			(1,176	)
Net increase (decrease) in cash and cash equivalents	$	4,782		$	(50,853	)
Cash and cash equivalents—beginning of period		11,524			64,941
Cash and cash equivalents—end of period	$	16,306		$	14,088

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BOWNE & CO., INC.
(NYSE: BNE)
Supplemental Revenue and Profit Information
(unaudited)

The supplemental information presented below presents revenue by class of service, gross profit and segment profit information, and is reconciled to (loss) income from continuing operations. Management uses gross profit and segment profit to evaluate Company performance. Segment profit is defined as gross profit (revenue less cost of revenue) less selling and administrative expenses. Segment performance is evaluated exclusive of interest, income taxes, depreciation, amortization, restructuring, integration and asset impairment charges, and other expenses and other income. Gross profit and segment profit are measured because management believes that such information is useful in evaluating the Company’s results relative to other entities that operate within our industry. Our segment profit is also used as the primary financial measure for purposes of evaluating financial performance under the Company’s annual incentive plan. Gross profit and segment profit are alternatives to, and not replacement measures of, operating performance as determined in accordance with generally accepted accounting principles.

	For The Periods Ended September 30,
	Quarter						Year-to-Date
(in thousands)	2009			2008			2009			2008
Capital markets services revenue:
Transactional	$	41,131		$	38,760		$	93,322		$	148,445
Virtual data room		2,942			3,637			8,981			10,260
Total capital markets services revenue		44,073			42,397			102,303			158,705
Shareholder reporting services revenue:
Compliance reporting		24,195			26,080			133,328			146,057
Investment management		38,462			41,842			135,136			140,882
Translation services		2,402			4,521			9,227			13,559
Total shareholder reporting services revenue		65,059			72,443			277,691			300,498
Marketing communications services revenue		34,260			42,077			108,790			124,596
Commercial printing and other revenue		5,371			7,039			18,060			25,932
Total revenue		148,763			163,956			506,844			609,731
Cost of revenue		(100,476	)		(121,901	)		(338,302	)		(410,162	)
Gross profit		48,287			42,055			168,542			199,569
Selling and administrative expenses		(44,497	)		(49,401	)		(132,974	)		(164,163	)
Segment profit (loss)		3,790			(7,346	)		35,568			35,406
Depreciation		(6,190	)		(6,860	)		(20,647	)		(20,996	)
Amortization		(1,366	)		(1,659	)		(4,100	)		(3,238	)
Restructuring, integration and asset impairment charges		(4,220	)		(8,491	)		(21,184	)		(28,525	)
Operating loss		(7,986	)		(24,356	)		(10,363	)		(17,353	)
Interest expense		(1,796	)		(2,654	)		(5,148	)		(7,558	)
Loss on extinguishment of debt		(777	)		—			(777	)		—
Other (expense) income, net		(1,026	)		926			(1,182	)		3,116
Loss from continuing operations before income taxes		(11,585	)		(26,084	)		(17,470	)		(21,795	)
Income tax benefit		4,163			8,356			4,447			6,931
Loss from continuing operations	$	(7,422	)	$	(17,728	)	$	(13,023	)	$	(14,864	)

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BOWNE & CO., INC.
(NYSE: BNE)
PRO FORMA SUPPLEMENTAL INCOME INFORMATION
Reconciliation to Condensed Consolidated Statements of Operations
(unaudited)

Pro forma supplemental income information, which is not prepared in accordance with generally accepted accounting principles, excludes restructuring, integration and asset impairment charges, and loss on extinguishment of debt. The Company believes that the presentation of this supplemental information is useful to investors to evaluate performance in comparison to prior year’s results. This pro forma supplemental information is an alternative to, and not a replacement measure of, operating performance as determined in accordance with generally accepted accounting principles.

	For the Periods Ended Sep. 30,
	Quarter						Year-to-Date
(in thousands, except per share information)	2009			2008			2009			2008
Net loss from continuing operations	$	(7,422	)	$	(17,728	)	$	(13,023	)	$	(14,864	)
Add back: (net of pro forma tax effect)
Restructuring, integration and asset impairment charges1		2,472			5,344		$	12,594		$	17,827
Loss on extinguishment of debt2		455			—			455			—
(Loss) income from continuing operations, pro forma	$	(4,495	)	$	(12,384	)	$	26		$	2,963
Loss per share from continuing operations:
Basic	$	(0.21	)	$	(0.62	)	$	(0.43	)	$	(0.52	)
Diluted	$	(0.21	)	$	(0.62	)	$	(0.43	)	$	(0.52	)
(Loss) earnings per share from continuing operations—pro forma:
Basic	$	(0.13	)	$	(0.43	)	$	0.00		$	0.10
Diluted	$	(0.13	)	$	(0.43	)	$	0.00		$	0.10
Weighted-average shares outstanding:
Basic3		35,020			28,632			30,386			28,417
Diluted3		35,020			28,632			30,410			28,731

1	In 2009, restructuring, integration and asset impairment charges of $4.2 million for the quarter and $21.2 million year-to-date are shown net of tax benefits of $1.7 million and $8.6 million, respectively. In 2008, restructuring, integration and asset impairment charges of $8.5 million for the quarter and $28.5 million year-to-date are shown net of tax benefits of $3.2 million and $10.7 million, respectively.
2	In 2009, the Company recognized expense of $0.8 million, net of tax benefit of $0.3 million, related to the write-off of the unamortized debt issuance costs associated with the Term Loans that were repaid in August 2009.
3	The weighted-average basic and diluted shares for the three and nine months ended September 30, 2009 and 2008 include 1.0 million shares issued as a result of the stock dividends paid to shareholders in February, May and August 2009. In addition, the weighted-average basic and diluted shares for the three and nine months ended September 30, 2009 include approximately 6.3 million and 2.1 million shares, respectively, related to the Company’s August 2009 equity offering.

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