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 |