UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
||
| (Address of principal executive offices) | (Zip Code) |
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 (see General Instruction A.2. below):
| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 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 | |||||