S-8

As filed with the Securities and Exchange Commission on May 30, 2019

Registration No. 333-                    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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 No.)
35 West Wacker Drive Chicago, Illinois	60601
(Address of Principal Executive Offices)	(Zip Code)

Amendment to the Donnelley Financial Solutions, Inc. Amended and Restated 2016 Performance Incentive Plan

(Full Title of the plan)

Jennifer B. Reiners

Donnelley Financial Solutions, Inc.

35 West Wacker Drive

Chicago, Illinois 60601

(844) 866-4337

(Name, address, and telephone number, including area code, of agent for service)

With copies to:

Robert W. Downes, Esq.

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

(212) 558-4000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be Registered(1)	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price(2)	Amount of registration fee
Common stock, par value $0.01 per share	3,420,000 shares	$13.01	$44,494,200	$5,392.70

(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of common stock that become issuable under the Amendment to the Donnelley Financial Solutions, Inc. Amended and Restated 2016 Performance Incentive Plan (the “Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected which results in an increase in the number of outstanding shares of common stock issuable pursuant to awards granted under the Plan.

(2) Estimated on the basis of $13.01 per share, the average of the high and low sales prices of Donnelley Financial Solutions, Inc. common stock as reported on the New York Stock Exchange on May 28, 2019 pursuant to Rule 457(c) and (h) of the Securities Act.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

* This registration statement relates to securities of Donnelley Financial Solutions, Inc. (the “Registrant” or the “Company”) to be offered pursuant to the Company’s Amendment to the Donnelley Financial Solutions, Inc. Amended and Restated 2016 Performance Incentive Plan. Information required by Part I to be contained in the Section 10(a) prospectus related to such plans is omitted from this registration statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission (the “Commission”) (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with Commission rules) are deemed incorporated herein by reference and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated below, being hereinafter referred to as “Incorporated Documents”):

(a) The Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018 filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”);

(b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the 1934 Act since the end of the 2018 fiscal year covered by the annual report on Form 10-K referred to in paragraph (a)  above, including the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2019, filed on May  2, 2019; and

(c) The portions of the Company’s Registration Statement on Form S-1 filed on March 24, 2017 (File No. 333-216933), as amended through June 7, 2017, that include the description of the Registrant’s Common Stock contained therein, and any amendment or report filed for the purpose of updating such description.

All documents filed by the Company under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein to be a part hereof from the date of filing of such documents.

Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

The validity of the shares of Common Stock and the Obligations registered hereby has been passed upon by Sullivan & Cromwell LLP. A copy of this opinion is attached as Exhibit 5.1 to this Registration Statement.

Item 6. Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of the State of Delaware empowers a Delaware corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. A Delaware corporation may indemnify directors, officers, employees and other agents of such corporation in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the person to be indemnified has been adjudged to be liable to the corporation. Where a director, officer, employee or agent of the corporation is successful on the merits or otherwise in the defense of any action, suit or proceeding referred to above or in defense of any claim, issue or matter therein, the corporation must indemnify such person against the expenses (including attorneys’ fees) which he or she actually and reasonably incurred in connection therewith.

The Company’s Amended and Restated By-laws contain provisions that provide for indemnification of officers and directors to the fullest extent permitted by, and in the manner permissible under, the General Corporation Law of the State of Delaware.

As permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware, the Company’s Amended and Restated Certificate of Incorporation contains a provision eliminating the personal liability of a director to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, subject to certain exceptions.

The Company maintains policies insuring its officers and directors against certain civil liabilities, including liabilities under the Securities Act. The Company also entered into indemnification agreements with each of our directors and executive officers. Generally, these agreements attempt to provide the maximum protection permitted by Delaware law with respect to indemnification. The indemnification agreements provide that the Company will pay certain amounts incurred by its directors in connection with any civil, criminal, administrative or investigative action or proceeding. Such amounts include any reasonable expense, including attorney’s fees, judgments, civil or criminal fines, settlement amounts and other expenses customarily incurred in connection with legal proceedings.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The Exhibits accompanying this registration statement are listed below and also on the accompanying Exhibit Index.

Exhibits	Description
4.1	Registrant’s Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K dated September 30, 2016, filed on October 3, 2016)
4.2	Registrant’s Amended and Restated By-Laws (incorporated herein by reference to Exhibit 3.2 to Registrant’s Current Report on Form 8-K dated September 30, 2016, filed on October 3, 2016)
5.1	Opinion of Sullivan & Cromwell LLP, filed herewith
10.1	Donnelley Financial Solutions, Inc. 2016 Performance Incentive Plan (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K dated September 30, 2016, filed on October 3, 2016)*
10.2	Donnelley Financial Solutions, Inc. Amended and Restated 2016 Performance Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated May 18, 2017, filed on May 23, 2017)*
10.3	Amendment to the Donnelley Financial Solutions, Inc. Amended and Restated 2016 Performance Incentive Plan (incorporated herein by reference to Appendix A of the Company’s definitive proxy statement on Schedule 14A (file No. 001-37728) filed April 22, 2019)*
23.1	Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1)
23.2	Consent of Deloitte & Touche LLP, filed herewith
24.1	Power of Attorney, filed herewith

* Management contract or compensatory plan or arrangement.

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8, and if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on May 30, 2019.

DONNELLEY FINANCIAL SOLUTIONS, INC.
By:	/s/ DAVID A. GARDELLA
	David A. Gardella
	Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on May 30, 2019.

Signature and Title	Signature and Title
/s/ DANIEL N. LEIB	/s/ CHARLES D. DRUCKER *
Daniel N. Leib	Charles D. Drucker
President and Chief Executive Officer, Director (Principal Executive Officer)	Director
/s/ DAVID A. GARDELLA	/s/ JULIET S. ELLIS *
David A. Gardella	Juliet S. Ellis
Executive Vice President and Chief Financial Officer (Principal Financial Officer)	Director
/s/ KAMI S. TURNER	/s/ GARY G. GREENFIELD *
Kami S. Turner	Gary G. Greenfield
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	Director
/s/ RICHARD L. CRANDALL *	/s/ LOIS M. MARTIN *
Richard L. Crandall	Lois M. Martin
Chairman of the Board, Director	Director
/s/ LUIS A. AGUILAR *	/s/ JEFF JACOBOWITZ *
Luis A. Aguilar	Jeff Jacobowitz
Director	Director
/s/ NANCY E. CALDWELL *
Nancy E. Caldwell
Director

* Jennifer B. Reiners, by signing her name hereto, does sign this document on behalf of the above-noted individuals, pursuant to the power of attorney duly executed by such individuals, which has been filed as an exhibit to this registration statement.

By:	/s/ JENNIFER B. REINERS
	Jennifer B. Reiners
	As Attorney-in-Fact

EX-5.1

Exhibit 5.1

[Letterhead of Sullivan & Cromwell LLP]

May 30, 2019

Donnelley Financial Solutions, Inc.,

    35 West Wacker Drive,

        Chicago, Illinois 60601.

Ladies and Gentlemen:

In connection with the registration under the Securities Act of 1933 (the “Act”) of 3,420,000 shares (the “Securities”) of common stock, par value $0.01 per share, of Donnelley Financial Solutions, Inc., a Delaware corporation (the “Company”), to be issued under the Donnelley Financial Solutions, Inc. Amended and Restated 2016 Performance Incentive Plan (as amended, the “Plan”), we, as your counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, it is our opinion that when the registration statement relating to the Securities (the “Registration Statement”) has become effective under the Act, the terms of the sale of the Securities have been duly established in conformity with the Company’s Amended and Restated Certificate of Incorporation and the Plan, and the Securities have been duly issued and sold as contemplated by the Registration Statement and the Plan, the Securities will be validly issued, fully paid and nonassessable.

In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in any registration statement or any related prospectus or other offering material relating to the offer and sale of the Securities.

The foregoing opinion is limited to the Federal laws of the United States and the General Corporation Law of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.

We have relied as to certain factual matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Sullivan & Cromwell LLP

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports relating to the consolidated and combined financial statements of Donnelley Financial Solutions, Inc. and subsidiaries and the effectiveness of Donnelley Financial Solutions, Inc.’s internal control over financial reporting dated February 27, 2019, appearing in the Annual Report on Form 10-K of Donnelley Financial Solutions, Inc. for the year ended December 31, 2018.

/s/ Deloitte & Touche LLP

Chicago, Illinois

May 30, 2019

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

Each person whose signature appears below hereby severally and individually constitutes and appoints Daniel N. Leib, David A. Gardella and Jennifer B. Reiners, and each of them severally, the true and lawful attorneys-in-fact and agents of each of us to execute in the name, place and stead of each of us (individually and in any capacity stated below) any and all amendments (including post-effective amendments) to the Registration Statement on Form S-8, under the Securities Act of 1933, and all instruments necessary or advisable in connection therewith and to file the same with the Securities and Exchange Commission, each of said attorneys and agents to have the power to act with or without the others and to have full power and authority to do and perform in the name and on behalf of each of the undersigned every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or could do in person, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys and agents or each of them to any and all such amendments and instruments. This Power of Attorney has been signed on May 30, 2019 by the following persons in the respective capacities indicated below.

Signature and Title	Signature and Title
	/s/ Charles D. Drucker
Daniel N. Leib	Charles D. Drucker
President and Chief Executive Officer, Director (Principal Executive Officer)	Director
	/s/ Juliet S. Ellis
David A. Gardella	Juliet S. Ellis
Executive Vice President and Chief Financial Officer (Principal Financial Officer)	Director
	/s/ Gary G. Greenfield
Kami S. Turner	Gary G. Greenfield
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	Director
/s/ Richard L. Crandall	/s/ Lois M. Martin
Richard L. Crandall	Lois M. Martin
Chairman of the Board, Director	Director
/s/ Luis A. Aguilar	/s/ Jeff Jacobowitz
Luis A. Aguilar	Jeff Jacobowitz
Director	Director
/s/ Nancy E. Caldwell
Nancy E. Caldwell
Director