0001193125-16-608637.txt : 20160531 0001193125-16-608637.hdr.sgml : 20160530 20160531171104 ACCESSION NUMBER: 0001193125-16-608637 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160531 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160531 DATE AS OF CHANGE: 20160531 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: 161686884 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 d203433d8k.htm 8-K 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): May 31, 2016

 

 

R. R. DONNELLEY & SONS COMPANY

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

1-4694   36-1004130
(Commission File Number)   (IRS Employer Identification No.)
35 West Wacker Drive,  
Chicago, Illinois   60601
(Address of Principal Executive Offices)   (Zip Code)

(312) 326-8000

(Registrant’s Telephone Number, Including Area Code)

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:

 

  ¨ 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 5.03. Amendments to Articles of Incorporation or Bylaws.

On May 31, 2016, R. R. Donnelley & Sons Company (“RR Donnelley”) filed a Certificate of Amendment of Restated Certificate of Incorporation of RR Donnelley with the Secretary of State of the State of Delaware to reduce the par value of the 500,000,000 authorized shares of RR Donnelley’s Common Stock from $1.25 per share to $0.01 per share. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

3.1    Certificate of Amendment of Restated Certificate of Incorporation of R. R. Donnelley & Sons Company.

SIGNATURE

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 31, 2016     By:   /s/ Suzanne S. Bettman
    Name:   Suzanne S. Bettman
    Title:   Executive Vice President, Secretary; Chief Compliance Officer

Exhibit Index

 

Exhibit

     
3.1    Certificate of Amendment of Restated Certificate of Incorporation of R. R. Donnelley & Sons Company.
 EX-3.1 2 d203433dex31.htm EX-3.1 EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

R. R. DONNELLEY & SONS COMPANY

R. R. Donnelley & Sons Company (the “Company”), a corporation organized and existing under the General Corporation Law of the State of Delaware hereby certifies as follows:

1. The name of the Company is R. R. Donnelley & Sons Company. The name under which it was originally incorporated is “Donnelley, Inc.”, pursuant to an original Certificate of Incorporation filed with the Secretary of the State on May 7, 1956.

2. This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Company’s Restated Certificate of Incorporation filed with the Secretary of State on July 25, 2007, as corrected by the Certificate of Correction of Restated Certificate of Incorporation filed with the Secretary of State on September 26, 2014 (as corrected or amended from time to time, the “Restated Certificate of Incorporation”).

3. The first sentence of Article Fourth of the Restated Certificate of Incorporation is hereby amended and restated in its entirety as follows:

FOURTH. The total number of shares of all classes of capital stock which the corporation shall have the authority to issue is 502,000,000 shares which shall be divided into two classes as follows:

2,000,000 shares of Preferred Stock (Preferred Stock) of the par value of $1.00 per share, and

500,000,000 shares of Common Stock (Common Stock) of the par value of $0.01 per share.

4. This Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

5. This Certificate of Amendment shall be effective as of 5:00 p.m. Eastern time on May 31, 2016.

IN WITNESS WHEREOF, R. R. Donnelley & Sons Company has caused this certificate to be signed by Suzanne S. Bettman, its Executive Vice President, Secretary; Chief Compliance Officer, this 31st day of May, 2016.

 

By:   /s/ Suzanne S. Bettman
  Name:   Suzanne S. Bettman
  Title:   Executive Vice President, Secretary; Chief Compliance Officer