0001193125-16-676837.txt : 20160809 0001193125-16-676837.hdr.sgml : 20160809 20160809163602 ACCESSION NUMBER: 0001193125-16-676837 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160809 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160809 DATE AS OF CHANGE: 20160809 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: 161818474 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 d231404d8k.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): August 9, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On August 9, 2016, R. R. Donnelley & Sons Company (the “Company”), acting pursuant to authorization from its Board of Directors, provided written notice to The NASDAQ Global Select Market (“NASDAQ”) that the Company intends to transfer the listing of its common stock, par value $0.01 per share (the “Common Stock”), from NASDAQ to the New York Stock Exchange (the “NYSE”). The notice stated that the Company expects to voluntarily delist the Common Stock from NASDAQ effective as of the close of trading on August 19, 2016 and to commence trading on the NYSE the following business day, August 22, 2016. The Common Stock will continue to trade under its current stock symbol, “RRD”.

A copy of the press release issued by the Company on August 9, 2016 in connection with the transfer of the listing of its Common Stock from NASDAQ to the NYSE is attached hereto as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits

 

Exhibit No.

   

Description of Exhibit

99.1    Press Release issued by R. R. Donnelley & Sons Company on August 9, 2016.

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: August 9, 2016     By:   /s/Suzanne S. Bettman
    Name:   Suzanne S. Bettman
    Title:   Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer

EXHIBIT INDEX

 

Exhibit No.

   

Description of Exhibit

99.1    Press Release issued by R. R. Donnelley & Sons Company on August 9, 2016.
 EX-99.1 2 d231404dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

RR Donnelley & Sons Company Announces Transfer to NYSE

Chicago, IL (August 9, 2016) – RR Donnelley & Sons Company today announced that it intends to transfer the listing of its common stock to the New York Stock Exchange (NYSE) from the NASDAQ Global Select Market. The Company’s common stock will begin trading on the NYSE on August 22, 2016 under its current ticker symbol “RRD”. The stock will continue to trade on NASDAQ until the transfer is complete.

About RR Donnelley

RR Donnelley helps organizations communicate more effectively by working to create, manage, produce, distribute and process content on behalf of our customers. The company assists customers in developing and executing multichannel communication strategies that engage audiences, reduce costs, drive revenues and increase compliance. RR Donnelley’s innovative technologies enhance digital and print communications to deliver integrated messages across multiple media to highly targeted audiences at optimal times for clients in virtually every private and public sector. Strategically located operations provide local service and responsiveness while leveraging the economic, geographic and technological advantages of a global organization.

For more information, and for RR Donnelley’s Global Social Responsibility Report, visit the company’s website at www.rrdonnelley.com.

Use of Forward-Looking Statements

This news release may contain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and 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.

Investor Contact:

Dave Gardella, Senior Vice President Finance:

Tel: +1 312-326-8155 E-mail: david.a.gardella@rrd.com