-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MKZNWGzWnKmT5ijeMjzouCVTonx+j55mjlB4Z/wZ41hzffrZTyXmoz00LRpe48zz Iccsh5Ys9wfQpGjty/db6w== 0001181431-07-034530.txt : 20070522 0001181431-07-034530.hdr.sgml : 20070522 20070522171340 ACCESSION NUMBER: 0001181431-07-034530 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070517 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070522 DATE AS OF CHANGE: 20070522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RR Donnelley & Sons Co CENTRAL INDEX KEY: 0000029669 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 361004130 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04694 FILM NUMBER: 07871819 BUSINESS ADDRESS: STREET 1: 111 SOUTH WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3123268000 MAIL ADDRESS: STREET 1: 111 SOUTH WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: DONNELLEY R R & SONS CO DATE OF NAME CHANGE: 19920703 8-K 1 rrd159988.htm VON HOFFMANN 8-K Prepared By R.R. Donnelley Financial -- Form 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):  05/17/2007
 
R. R. DONNELLEY & SONS COMPANY
(Exact name of registrant as specified in its charter)
 
Commission File Number:  1-4694
 
DE
  
361004130
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
111 S. Wacker Dr., Chicago, IL 60606
(Address of principal executive offices, including zip code)
 
312-326-8000
(Registrant’s telephone number, including area code)
 
(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:

[  ]   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))
 

Information to be included in the report

 
Item 2.01.    Completion of Acquisition or Disposition of Assets
 
On May 17, 2007, R.R. Donnelley & Sons Company, ("R.R. Donnelley") completed the purchase of all of the issued and outstanding shares of common stock of Von Hoffmann Holdings Inc., a Delaware corporation ("Von Hoffmann") and wholly owned subsidiary of Visant Corporation, a Delaware corporation ("Visant") pursuant to a Stock Purchase Agreement (the "Stock Purchase Agreement"), dated as of January 2, 2007, among R.R. Donnelley, Visant and, solely for certain purposes, Visant Holding Corp., a Delaware corporation (the "Transaction") for an aggregate purchase price of $412.5 million.

The foregoing description of the Transaction and the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, which is filed as Exhibit 2.1 hereto, and is incorporated into this Current Report by reference.

 
 
Item 9.01.    Financial Statements and Exhibits
 
(d) Exhibits

2.1 Stock Purchase Agreement among R.R. Donnelley & Sons Company, Visant Corporation and Visant Holding Corp., dated as of January 2, 2007 (incorporated by reference to Exhibit 2.1 to R.R. Donnelley & Sons Company's Current Report filed on Form 8-K filed on January 8, 2007)

99.1 Press Release issued by R.R. Donnelley & Sons Company on May 17, 2007

 

 

Signature(s)
 
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.
 
     
 
R. R. DONNELLEY & SONS COMPANY
 
 
Date: May 22, 2007
     
By:
 
/s/    Suzanne S. Bettman

               
Suzanne S. Bettman
               
Executive Vice President and General Counsel
 
 


 

Exhibit Index
 
Exhibit No.

  
Description

EX-99.1
  
Press Release issued by R.R. Donnelley & Sons Company on May 17, 2007
EX-99.1 2 rrd159988_20243.htm PRESS RELEASE ISSUED BY R.R. DONNELLEY & SONS COMPANY ON MAY 17, 2007 Recipient

Media Contacts: Doug Fitzgerald, Executive Vice President Marketing & Communications Tel: 630-322-6830 E-mail: doug.fitzgerald@rrd.com

Investor Contact: Dan Leib, Senior Vice President - Finance Tel: 312-326-7710 E-mail: dan.leib@rrd.com

Visant

John Sorensen, Vice President, Treasurer Tel: 914-595-8204 E-mail: john.sorensen@visant.net

 

RR Donnelley Completes Purchase Of Von Hoffmann

CHICAGO, IL and Armonk, NY - May 16, 2007 - R.R. Donnelley & Sons Company (NYSE: RRD) and Visant Corporation jointly announced today that RR Donnelley's previously announced purchase from Visant Corporation of Von Hoffmann, a printer of books and other products that serves primarily the education, trade and business-to-business catalog segments, is complete. The $412.5 million acquisition agreement was announced on January 3, 2007.

About RR Donnelley

RR Donnelley (NYSE: RRD) is the world's premier full-service provider of print and related services, including business process outsourcing. Founded more than 140 years ago, the company provides solutions in commercial printing, direct mail, financial printing, print fulfillment, labels, forms, logistics, call centers, transactional print-and-mail, print management, online services, digital photography, color services, and content and database management to customers in the publishing, healthcare, advertising, retail, technology, financial services and many other industries. The largest companies in the world and others rely on RR Donnelley's scale, scope and insight through a comprehensive range of online tools, variable printing services and market-specific solutions. For more information, visit the company's web site at www.rrdonnelley.com.

About Visant

Visant Corporation is a leading marketing and publishing services enterprise servicing the school affinity, direct marketing, fragrance and cosmetics sampling and educational publishing markets. For more information on Visant, please visit the company's web site at www.visant.net.

Use of Forward-Looking Statements

This news release may contain "forward-looking statements" as defined in the U.S. Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date of this news release and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. Readers are strongly encouraged to read the full cautionary statements contained in RR Donnelley's filings with the SEC. RR Donnelley disclaims any obligation to update or revise any forward-looking statements.

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