UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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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 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 17, 2020, the Board of Directors of R. R. Donnelley & Sons Company, a Delaware corporation (the “Company”), approved, and the Company and Computershare Trust Company, N.A., the Rights Agent under the Rights Agreement, dated as of August 28, 2019, between the Company and Computershare Trust Company, N.A. (the “Initial Rights Agreement”), entered into, an amendment (the “Amendment”) to the Initial Rights Agreement. The Amendment changes the final expiration date from 5:00 P.M., New York City time, on August 28, 2020, under the Initial Rights Agreement, to 5:00 P.M., New York City time, on August 28, 2021, under the Initial Rights Agreement as amended by the Amendment (the “Rights Agreement”). As a result of the Amendment, the Rights (as defined in the Rights Agreement) will expire at 5:00 P.M., New York City time, on August 28, 2021, unless the Rights are earlier redeemed, exchanged or terminated.
The Amendment is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. The summary description of the Amendment in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to such exhibit and the Initial Rights Agreement, which is included as Exhibit 4.2 to this Current Report on Form 8-K.
Computershare Trust Company, N.A., the rights agent under the Rights Agreement, also serves as the transfer agent and registrar with respect to the Company’s common stock.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
| Item 8.01 | Other Events. |
On August 18, 2020, the Company issued a press release relating to the Amendment. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description of Exhibit | |
| 4.1 | First Amendment to Rights Agreement, dated as of August 17, 2020, between R. R. Donnelley & Sons Company and Computershare Trust Company, N.A., as rights agent | |
| 4.2 | Rights Agreement, dated as of August 28, 2019, between R. R. Donnelley & Sons Company and Computershare Trust Company, N.A., as rights agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K/A filed August 29, 2019) | |
| 99.1 | Press release dated August 18, 2020 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |
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: August 18, 2020 | By: | /s/ Deborah L. Steiner | ||||
| Name: | Deborah L. Steiner | |||||
| Title: | Executive Vice President, General Counsel | |||||
Exhibit 4.1
FIRST AMENDMENT TO RIGHTS AGREEMENT
This First Amendment to Rights Agreement (this “Amendment”), dated as of August 17, 2020 (the “Effective Date”), between R. R. Donnelley & Sons Company, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”), amends the Rights Agreement, dated as of August 28, 2019, between the Company and the Rights Agent (the “Rights Agreement”).
W I T N E S S E T H
WHEREAS, the Company and the Rights Agent are party the Rights Agreement;
WHEREAS, pursuant to Section 27 of the Rights Agreement, prior to the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of the Rights Agreement (including the Final Expiration Date) without the approval of any holders of shares of Common Stock;
WHEREAS, the board of directors of the Company has determined that it is in the best interests of the Company and its stockholders to amend the Rights Agreement on the terms set forth herein;
WHEREAS, the Company hereby directs the Rights Agent to enter into this Amendment; and
WHEREAS, the Company has delivered to the Rights Agent a certificate from an Authorized Officer that states that this Amendment is in compliance with the terms of Section 27 of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties agree as follows:
Section 1. Amendment of Section 1(v) of Rights Agreement. Paragraph (v) of Section 1 of the Rights Agreement is hereby amended and restated in its entirety as follows:
(v) “Final Expiration Date” shall mean 5:00 P.M., New York City time, on August 28, 2021.
Section 2. Amendment of Exhibit B to Rights Agreement.
(a) The first sentence of the first paragraph in Exhibit B to the Rights Agreement is hereby amended and restated in its entirety as follows:
NOT EXERCISABLE AFTER AUGUST 28, 2021 OR SUCH EARLIER DATE AS THE RIGHTS ARE REDEEMED, EXCHANGED OR TERMINATED.
(b) The first sentence of the second paragraph in Exhibit B to the Rights Agreement is hereby amended and restated in its entirety as follows:
This certifies that , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of August 28, 2019 (the “Rights Agreement”), between R. R. Donnelley & Sons Company, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (and any successor thereto, the “Rights Agent”), to purchase from the Company at any time prior to 5:00 P.M. (New York City time) on August 28, 2021, unless the Rights are earlier redeemed, exchanged or terminated, at the office or offices of the Rights Agent designated by the Rights Agent for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, non assessable share of Series A Junior Participating Preferred Stock (the “Preferred Stock”) of the Company, at a purchase price of $ per one one-thousandth of a share (the “Purchase Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed.
Section 3. Amendment of Exhibit C to Rights Agreement. The fifth paragraph of Exhibit C to the Rights Agreement is hereby amended and restated in its entirety as follows:
The Rights are not exercisable until a Distribution Date and will expire at 5:00 P.M., New York City time, on August 28, 2021, unless the Rights are earlier redeemed, exchanged or terminated.
Section 4. No Other Amendment; Effect of Amendment. The parties acknowledge and agree that, except as specifically amended hereby, the Rights Agreement shall remain in full force and effect in accordance with its terms. This Amendment is an amendment to the Rights Agreement and shall become effective on the Effective Date. All references to the Rights Agreement shall, from and after the Effective Date, be deemed to be references to the Rights Agreement as amended hereby, provided that, notwithstanding anything to the contrary, references to “public announcement of this Agreement” and the “first public announcement of this Agreement” are to such announcement on August 28, 2019, and references to “the date of this Agreement” are to August 28, 2019.
Section 5. Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions
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of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however, that, notwithstanding anything in this Amendment or the Rights Agreement to the contrary, if any such term, provision, covenant or restriction is held by such court or authority to be invalid, void or unenforceable and the Board determines in its good faith judgment that severing the invalid language from this Amendment would adversely affect the purpose or effect of the Rights Agreement as amended hereby, the right of redemption set forth in Section 23 of the Rights Agreement shall be reinstated and shall not expire until the close of business on the tenth Business Day following the date of such determination by the Board.
Section 6. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts made and to be performed entirely within such state; provided, however, that all provisions regarding the rights, duties and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within the State of New York, without regard to the principles or rules concerning conflicts of laws which might otherwise require application of the substantive laws of another jurisdiction.
Section 7. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment transmitted electronically shall have the same authority, effect and enforceability as an original signature.
Section 8. Descriptive Headings; Interpretation. Descriptive headings of the several sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. Whenever the words “include,” “includes” or “including” are used in this Amendment, they shall be deemed to be followed by the words “without limitation.”
Section 9. Defined Terms. Except as otherwise expressly provided herein, or unless the context otherwise requires, all capitalized terms used herein have the meanings assigned to them in the Rights Agreement.
[Signature page follows.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and effective as of the day and year above written.
| R. R. DONNELLEY & SONS COMPANY | ||
| By: | /s/ Deborah L. Steiner | |
| Name: | Deborah L. Steiner | |
| Title: | Executive Vice President, General Counsel | |
| COMPUTERSHARE TRUST COMPANY, N.A. | ||
| By: | /s/ Fred Papenmeier | |
| Name: | Fred Papenmeier | |
| Title: | Vice President & Manager | |
[FIRST AMENDMENT TO RIGHTS AGREEMENT]
Exhibit 99.1
RRD Extends Existing Stockholder Rights Plan
Chicago, August 18, 2020 — R. R. Donnelley & Sons Company (NYSE: RRD) (“RRD” or the “Company”) today announced that its Board of Directors (the “Board”) has approved an amendment of the Company’s stockholder rights plan (the “Rights Plan”) to extend the final expiration date under the Rights Plan to August 28, 2021. The Rights Plan had been scheduled to expire on August 28, 2020.
The Board approved the one-year extension of the Rights Plan based on its determination that circumstances continue to warrant RRD maintaining the protections afforded by the Rights Plan. The Board noted that, given the Company’s depressed stock price and the impact of the COVID-19 pandemic on the Company’s business and on financial markets, there is heightened potential for one or more persons or groups to gain undue influence over or control of RRD through open market accumulation or other tactics. The Rights Plan does not prevent any action the Board determines to be in the best interest of the Company and its stockholders.
Under the terms of the Rights Plan as amended today, the rights under the Rights Plan will expire on August 28, 2021, unless the rights are earlier redeemed, exchanged or terminated.
About RRD
RRD is a leading global provider of multichannel business communications services and marketing solutions. With more than 50,000 clients and 36,400 employees across 29 countries, RRD offers the industry’s most comprehensive offering of solutions designed to help companies—from Main Street to Wall Street—optimize customer engagement and streamline business operations across the complete customer journey. RRD offers a comprehensive portfolio of capabilities, experience, and scale that enables organizations around the world to create, manage, deliver, and optimize their marketing and business communications strategies.
For more information, visit the Company’s web site at www.rrd.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 RRD’s filings with the SEC. RRD disclaims any obligation to update or revise any forward-looking statements.
Investor Contact
Johan Nystedt, Senior Vice President, Finance
Telephone: 630-322-7111
E-mail: investor.info@rrd.com
Document and Entity Information |
Aug. 17, 2020 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | RR Donnelley & Sons Co |
| Amendment Flag | false |
| Entity Central Index Key | 0000029669 |
| Document Type | 8-K |
| Document Period End Date | Aug. 17, 2020 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 1-4694 |
| Entity Tax Identification Number | 36-1004130 |
| Entity Address, Address Line One | 35 West Wacker Drive |
| Entity Address, City or Town | Chicago |
| Entity Address, State or Province | IL |
| Entity Address, Postal Zip Code | 60601 |
| City Area Code | (312) |
| Local Phone Number | 326-8000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $0.01 per share |
| Trading Symbol | RRD |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |