-----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, J0ETr0nK2v5fhoY+O2Iwv7BLJZr6qJfWXAah7akUOX5EUPSAuOf7V1GH+zEksb7O 9FQt1k15p1ML8WZnBynGyQ== 0001181431-09-055169.txt : 20091204 0001181431-09-055169.hdr.sgml : 20091204 20091204165145 ACCESSION NUMBER: 0001181431-09-055169 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091204 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans FILED AS OF DATE: 20091204 DATE AS OF CHANGE: 20091204 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: 091224074 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 rrd258946.htm 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):  12/04/2009
 
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))
 

 
Item 5.04.    Temporary Suspension of Trading Under Registrant's Employee Benefit Plans
 
R.R. Donnelley & Sons Company (the "Company") was notified on December 3, 2009, that as a result of a change in the recordkeepers for the Donnelley Deferred Compensation and Voluntary Savings Plan (the "Plan"), there will be a blackout period beginning on December 21, 2009, and ending on or about January 6, 2010 (the "Blackout Period"), during which participants in the Plans will be temporarily unable to direct or diversify investments in their individual accounts, including accounts that hold common stock of the Company, to obtain a loan or distribution from the Plan, or to obtain a hardship withdrawal from the Plan.

As a result of the foregoing, on December 4, 2009, the Company sent a notice to its directors and executive officers informing them that a blackout period with respect to directors and executive officers is expected to be in effect beginning December 21, 2009 and ending on or about January 6, 2010, during which period they will be prohibited from engaging in any transactions in equity sec urities of the Company (the "Notice"), subject to certain exceptions described in the Notice and contemplated by the Securities and Exchange Commission's Regulation BTR ("Regulation BTR").

The Notice was provided to the Company's directors and executive officers pursuant to the requirements of Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR. A copy of the Notice is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

 

 

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.
 
           
R. R. DONNELLEY & SONS COMPANY
 
 
Date: December 04, 2009
     
By:
 
/s/    Suzanne S. Bettman
               
Suzanne S. Bettman
               
Executive Vice President, General Counsel and Secretary
 
 

 

EXHIBIT INDEX
 
Exhibit No.
  
Description
EX-99.1
  
Notice to Directors and Executive Officers
EX-99.1 2 rrd258946_30530.htm NOTICE TO DIRECTORS AND EXECUTIVE OFFICERS Important Notice To Directors and Executive Officers of

Important Notice To Directors and Executive Officers of
R.R. Donnelley & Sons Company
Concerning the Blackout Period Under 401(k) Plan

As you know, the RR Donnelley Savings Plan (the "401(k) Plan") will be changing recordkeepers effective January 1, 2010. In connection with this change, our current and former employees who participate in the 401(k) Plan will be temporarily unable to:

    • direct or diversify investments in their 401(k) Plan accounts (including transfers into or out of the RR Donnelley common stock fund or the TRASOP fund),
    • receive distributions from the 401(k) Plan and
    • obtain 401(k) Plan loans.

This short-term period during which participants in the 401(k) Plan will be unable to exercise these rights will qualify as a "blackout period" under the Sarbanes-Oxley Act, and therefore will require us also to prohibit RR Donnelley's directors and executive officers from trading in RR Donnelley common stock during this period.

The blackout period for the 401(k) Plan is expected to begin on December 21, 2009 and is expected to end on or about January 6, 2010. You will receive a follow up notice informing you when the blackout period has ended; however, during this period, you can determine whether the blackout period has started or ended by calling David Dykshorn at (312) 326-8199.

During the blackout period you will not be permitted to purchase, sell or otherwise acquire or transfer, directly or indirectly, any shares of RR Donnelley common stock. For example, you will be prohibited from:

    • transferring your own 401(k) Plan account into or out of RR Donnelley shares,
    • buying or selling shares of RR Donnelley common stock on the open market, and
    • exercising RR Donnelley stock options.

(In addition, you are subject to RR Donnelley's Pre-Clearance and Window Period Policy that requires you to pre-clear any proposed transaction with the General Counsel.)

This trading prohibition does not apply to certain exempt transactions, such as purchases under our Employee Stock Purchase Plan, salary deferral contributions into the 401(k) Plan and purchases under our dividend reinvestment plan. Although you are permitted to engage in transactions involving equity securities that were not acquired in connection with your services as a director or executive officer, there is a presumption that any such transactions are prohibited unless you can identify the source of the shares and show that you used the same identification for all related purposes, such as tax reporting and disclosure requirements.

Any profit realized by a director or executive officer from any non-exempt transaction involving RR Donnelley common stock during the blackout period is recoverable by RR Donnelley. Accordingly, we strongly urge you to refrain from making any trades in RR Donnelley common stock during the blackout period.

If you have any questions concerning this notice or whether certain transactions are subject to this prohibition, you should contact Sue Bettman at sue.bettman@rrd.com or (312) 326-8233.

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