UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 17, 2021, 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”) entered into, the Second Amendment to Rights Agreement, dated as of May 17, 2021 (the “Amendment”). The Amendment amends the Rights Agreement, dated as of August 28, 2019 (the “Initial Rights Agreement”), between the Company and the Rights Agent, as amended by the First Amendment to Rights Agreement, dated as of August 17, 2020 (the “First Amendment”), between the Company and the Rights Agent (the Initial Rights Agreement, as amended by the First Amendment and the Amendment, the “Rights Agreement”).
The Amendment raises from 10% to 15% the level of beneficial ownership of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), the acquisition of which by a person or group of affiliated or associated persons (other than an “Ordinary Course Institutional Investor,” as defined in the Rights Agreement) results in such person or group being an “Acquiring Person” (as defined in the Rights Agreement). Any person or group of affiliated or associated persons who, as of the time of the first public announcement of the Rights Agreement on August 28, 2019, beneficially owned 15% (or 20% in the case of an Ordinary Course Institutional Investor) or more of the outstanding shares of Common Stock (an “Exempt Person”) will not be deemed an Acquiring Person, but only for so long as such person, together with all affiliates and associates of such person, does not become the beneficial owner of any additional shares of Common Stock while such person is an Exempt Person.
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; the Initial Rights Agreement, which is included as Exhibit 4.2 to this Current Report on Form 8-K; and the First Amendment, which is included as Exhibit 4.3 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 May 18, 2021, 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.
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: May 18, 2021 | By: | /s/ Deborah L. Steiner | ||||
| Name: | Deborah L. Steiner | |||||
| Title: | Executive Vice President, General Counsel | |||||
Exhibit 4.1
SECOND AMENDMENT TO RIGHTS AGREEMENT
This Second Amendment to Rights Agreement (this “Amendment”), dated as of May 17, 2021 (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, as amended by the First Amendment to Rights Agreement, dated as of August 17, 2020, 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 of Rights Agreement. Paragraph (a) and paragraph (t) of Section 1 of the Rights Agreement are hereby amended by removing each reference therein to “ten percent (10%)” and replacing each such reference with “fifteen percent (15%).”
Section 2. Amendment of Exhibit C to Rights Agreement. The second and third paragraphs in Exhibit C to the Rights Agreement are hereby amended by removing each reference therein to “ten percent (10%)” and replacing each such reference with “fifteen percent (15%).”
Section 3. 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 4. 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 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 5. 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 6. 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 7. 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 8. 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 | |
[SECOND AMENDMENT TO RIGHTS AGREEMENT]
Exhibit 99.1
RRD Amends Existing Stockholder Rights Plan
Plan’s Scheduled Expiration in August 2021 not Affected;
Plan To Be Submitted to Stockholder Vote if Extended Beyond August 2021
Chicago, May 18, 2021 — 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”). The amendment raises from 10% to 15% the level of beneficial ownership of RRD common stock the acquisition of which by a person or group (other than certain passive institutional investors) would result in the rights becoming exercisable.
The Rights Plan is scheduled to expire on August 28, 2021. The Board has noted that, in light of present circumstances, there is continuing potential for one or more persons or groups to gain undue influence over or control of RRD through open market accumulations or other tactics. Accordingly, the Board expects that under current circumstances it would approve an extension of the Rights Plan and submit the Rights Plan to stockholders for ratification at the Company’s 2022 annual meeting of stockholders. As currently contemplated by the Board, if such stockholder ratification were obtained, the Rights Plan as so extended would expire on August 28, 2022; otherwise, the Rights Plan would expire at the close of business on the first business day following the certification of the voting results for the Company’s 2022 annual meeting of stockholders. The intent of the Rights Plan is to promote the best interests of all stockholders, and, if the Rights Plan is extended in August of this year, all stockholders will have the opportunity to vote on the Rights Plan in May 2022 at the Company’s 2022 annual meeting of stockholders.
Under the terms of the Rights Plan as amended today, the rights generally will be exercisable only if a person or group acquires beneficial ownership (including through derivatives) of 15% (or 20% for certain passive institutional investors) or more of the Company’s common stock or commences a tender or exchange offer upon consummation of which such person or group would beneficially own 15% or more of the Company’s common stock; the rights may be redeemed by the Company for $0.001 per right at any time until the tenth business day following the first public announcement of the acquisition of beneficial ownership of 15% (or 20% for certain passive institutional investors) or more of the Company’s common stock; and the Rights Plan exempts any person or group owning 15% (or 20% for certain passive institutional investors) or more of the Company’s common stock as of the time of the first public announcement of the Rights Plan, but such person or group may not become the beneficial owner of any additional shares of common stock without triggering the Rights Plan. The Rights Plan does not prevent any action the Board determines to be in the best interest of the Company and its stockholders.
About RRD
RRD is a leading global provider of multichannel business communications services and marketing solutions. With 30,000 clients and 33,000 employees across 28 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.
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
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