As filed with the Securities and Exchange Commission on September 20, 2016
File No. 001-37728
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 8
to
Form 10
General Form for Registration of Securities
Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
Donnelley Financial Solutions, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 36-4829638 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification Number) | |
35 West Wacker Drive Chicago, Illinois |
60601 | |
(Address of Principal Executive Offices) | (Zip Code) |
(312) 326-8000
(Registrants telephone number, including area code)
Securities to be Registered Pursuant to Section 12(b) of the Act:
Title of Each Class to be so Registered |
Name of Each Exchange on Which Each Class is to be Registered | |
Common Stock, par value $0.01 per share | New York Stock Exchange |
Securities to be Registered Pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and small reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer | ¨ | Accelerated Filer | ¨ | |||
Non-Accelerated Filer | x (Do not check if smaller reporting company) | Smaller reporting company | ¨ |
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN ITEMS OF FORM 10
AND THE ATTACHED INFORMATION STATEMENT.
Item 1. | Business |
The information required by this item is contained under the sections Summary, Business, Available Information and Combined Financial Statements of the information statement filed as Exhibit 99.1 hereto (the Information Statement). Those sections are incorporated herein by reference.
Item 1A. | Risk Factors |
The information required by this item is contained under the section Risk Factors of the Information Statement. That section is incorporated herein by reference.
Item 2. | Financial Information |
The information required by this item is contained under the sections Summary, Selected Historical Combined Financial Data and Managements Discussion and Analysis of Financial Condition and Results of Operations of the Information Statement. Those sections are incorporated herein by reference.
Item 3. | Properties |
The information required by this item is contained under the section BusinessProperties of the Information Statement. That section is incorporated herein by reference.
Item 4. | Security Ownership of Certain Beneficial Owners and Management |
The information required by this item is contained under the section Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters of the Information Statement. That section is incorporated herein by reference.
Item 5. | Directors and Executive Officers |
The information required by this item is contained under the section Corporate Governance and Management of the Information Statement. That section is incorporated herein by reference.
Item 6. | Executive Compensation |
The information required by this item is contained under the sections Corporate Governance and Management and Executive Compensation of the Information Statement. Those sections are incorporated herein by reference.
Item 7. | Certain Relationships and Related Transactions, and Director Independence |
The information required by this item is contained under the sections Certain Relationships and Related Party Transactions; Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters and Corporate Governance and ManagementDirector Independence of the Information Statement. Those sections are incorporated herein by reference.
Item 8. | Legal Proceedings |
The information required by this item is contained under the section BusinessLegal Proceedings of the Information Statement. That section is incorporated herein by reference.
Item 9. | Market Price of and Dividends on the Registrants Common Equity and Related Stockholder Matters |
The information required by this item is contained under the sections Risk Factors, The Separation and The Distribution, Dividend Policy, Business, Corporate Governance and Management, Shares Eligible for Future Sale and Description of Capital Stock of the Information Statement. Those sections are incorporated herein by reference.
Item 10. | Recent Sales of Unregistered Securities |
On February 22, 2016, the Registrant was incorporated in the State of Delaware. On February 22, 2016, R.R. Donnelley & Sons Company acquired 100 shares of common stock, par value $0.01 per share, of the Registrant for $1.00.
Item 11. | Description of Registrants Securities to be Registered |
The information required by this item is contained under the sections The Separation and the Distribution and Description of Capital Stock of the Information Statement. Those sections are incorporated herein by reference.
Item 12. | Indemnification of Directors and Officers |
The information required by this item is contained under the section Indemnification of Directors and Officers of the Information Statement. That section is incorporated herein by reference.
Item 13. | Financial Statements and Supplementary Data |
The information required by this item is contained under the sections Selected Historical Combined Financial Data, Managements Discussion and Analysis of Financial Condition and Results of Operations and Combined Financial Statements of the Information Statement. Those sections are incorporated herein by reference.
Item 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
None.
Item 15. | Financial Statements and Exhibits |
(a) | Financial Statements |
The information required by this item is contained under the section Combined Financial Statements beginning on page F-1 of the Information Statement. That section is incorporated herein by reference.
(b) | Exhibits |
The following documents are filed as exhibits hereto:
Exhibit |
Description | |
2.1 | Form of Separation and Distribution Agreement among R. R. Donnelley & Sons Company, Donnelley Financial Solutions, Inc. and LSC Communications, Inc. | |
2.2 | Form of Transition Services Agreement between Donnelley Financial Solutions, Inc. and R. R. Donnelley & Sons Company | |
2.3 | Form of Transition Services Agreement between Donnelley Financial Solutions, Inc. and LSC Communications, Inc. | |
2.4 | Form of Tax Disaffiliation Agreement between Donnelley Financial Solutions, Inc. and R. R. Donnelley & Sons Company |
Exhibit |
Description | |
2.5 | Form of Patent Assignment and License Agreement between Donnelley Financial, LLC and R. R. Donnelley & Sons Company | |
2.6 | Form of Trademark Assignment and License Agreement between Donnelley Financial, LLC and R. R. Donnelley & Sons Company | |
2.7 | Form of Data Assignment and License Agreement between Donnelley Financial, LLC and R. R. Donnelley & Sons Company | |
2.8 | Form of Software, Copyright and Trade Secret Assignment and License Agreement between Donnelley Financial, LLC and R. R. Donnelley & Sons Company | |
3.1 | Form of Amended and Restated Certificate of Incorporation of Donnelley Financial Solutions, Inc. | |
3.2 | Form of Amended and Restated By-laws of Donnelley Financial Solutions, Inc. | |
4.1 | Form of Stockholder and Registration Rights Agreement between Donnelley Financial Solutions, Inc. and R. R. Donnelley & Sons Company | |
8.1 | Form of Tax Opinion of Sullivan & Cromwell LLP | |
10.1 | Form of 2016 Donnelley Financial Solutions, Inc. Performance Incentive Plan | |
10.2 | Form of Donnelley Financial Solutions, Inc. Non-Employee Director Compensation Plan | |
10.3 | Form of Donnelley Financial Nonqualified Deferred Compensation Plan | |
10.4 | Form of Assignment of Employment Agreement and Acceptance of Assignment between Donnelley Financial Solutions, Inc., R. R. Donnelley & Sons Company and Daniel N. Leib | |
10.5 | Form of Assignment of Employment Agreement and Acceptance of Assignment between Donnelley Financial Solutions, Inc., R. R. Donnelley & Sons Company and Thomas F. Juhase | |
10.6 | Form of Assignment of Severance Agreement and Acceptance of Assignment between Donnelley Financial Solutions, Inc., R. R. Donnelley & Sons Company and David A. Gardella | |
10.7 | Form of Assignment of Severance Agreement and Acceptance of Assignment between Donnelley Financial Solutions, Inc., R. R. Donnelley & Sons Company and Jennifer B. Reiners | |
21.1 | Subsidiaries of Donnelley Financial Solutions, Inc. | |
99.1 | Preliminary Information Statement dated September 16, 2016 |
| Previously filed |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
Donnelley Financial Solutions, Inc. | ||
By | /s/ Suzanne Bettman | |
Name: | Suzanne Bettman | |
Title: | President |
Dated: September 20, 2016
Exhibit 8.1
[Form of Tax Opinion]
[ ], 2016
R. R. Donnelley & Sons Company
35 West Wacker Drive
Chicago, IL 60601
Ladies and Gentlemen:
We have acted as U.S. tax counsel to R. R. Donnelley & Sons Company (RRD), in connection with the Distribution as described in the ruling request filed with the Internal Revenue Service by RRD, dated December 8, 2015 (the Ruling Request).1 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Information Statement.
In rendering our opinion, we have examined and relied upon the accuracy and completeness of the facts set forth in the Ruling Request and such other documents as we have deemed necessary or appropriate. In addition, we have relied upon the officers certificate to us from RRD. In connection with this opinion, we have assumed that the Distribution will be consummated in the manner described in the Ruling Request. Further, we have relied upon the ruling from the Internal Revenue Service to RRD with respect to the Distribution, as to matters covered by such ruling.
In rendering our opinion, we have considered the applicable provisions of the Internal Revenue Code of 1986, as amended, Treasury Regulations promulgated thereunder, pertinent judicial authorities, interpretive rulings of the Internal Revenue Service, and such other authorities as we have deemed appropriate under the circumstances. All such authorities are subject to change, and any of such changes could apply retroactively.
Based upon the foregoing, we are of the opinion that under current law,
(1) | The contribution of assets resulting in Donnelley Financial Solutions, Inc. (Donnelley Financial) owning the assets and liabilities relating to RRDs current financial communications and data services business pursuant to the Internal Reorganization (the Contribution) and Distribution, taken together, should qualify as a reorganization under Section 368(a)(1)(D) of the Code; |
(2) | Neither RRD nor Donnelley Financial should recognize gain or loss upon the Contribution; |
(3) | RRD should not recognize gain or loss upon the Distribution under Section 355(c) or Section 361(c) of the Code; and |
(4) | Stockholders of RRD should not recognize gain or loss upon the Distribution under Section 355(a) of the Code, and no amount should be included in such shareholders income, except in respect of cash received in lieu of fractional shares of Donnelley Financial. |
1 | For the avoidance of doubt, Ruling Request shall include any supplemental information submissions to the original ruling request. |
[Remainder of this page intentionally left blank.]
Our opinion is expressly conditioned upon the assumptions and statements of reliance set forth above. We express no other opinion as to the tax consequences (including any applicable state, local or foreign tax consequences) of the transactions referred to herein or in the Ruling Request.
Very truly yours, | ||