S-8

As filed with the Securities and Exchange Commission on August 6, 2021

Registration No. 333-    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

R.R. DONNELLEY & SONS COMPANY

(Exact name of registrant as specified in its charter)

Delaware	36-1004130
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

35 West Wacker Drive Chicago, Illinois	60601
(Address of Principal Executive Offices)	(Zip Code)

R.R. DONNELLEY & SONS COMPANY SECOND AMENDED AND RESTATED

2017 PERFORMANCE INCENTIVE PLAN

(Full title of the plan)

Deborah L. Steiner

R.R. Donnelley & Sons Company

35 West Wacker Drive

Chicago, Illinois 60610

(Name and address of agent for service)

(312) 326-8000

(Telephone number, including area code, of agent for service)

Copies to:

Cam C. Hoang

Dorsey & Whitney LLP

50 South Sixth Street

Suite 1500

Minneapolis, Minnesota 55402

(612) 340-2600

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		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 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

Title of securities to be registered (1)	Amount to be registered	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee
Common Stock, par value $0.01 per share	7,750,000	$6.12	$47,430,000	$5,174.61

(1) R.R. Donnelley & Sons Company (the “Registrant”) is registering an aggregate of 7,750,000 shares of common stock, par value $0.01 per share (the “Common Stock”), for issuance under the R.R. Donnelley & Sons Company Second Amended and Restated 2017 Performance Incentive Plan (the “Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock that become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.

(2) Estimated solely for the purpose of computing the registration fee pursuant to Rules 457(c) and (h) on the basis of the average of the high and low sales prices of the common stock on the New York Stock Exchange on August 2, 2021.

The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

All information required by Part I to be contained in the prospectus is omitted from this Registration Statement in accordance with the explanatory note to Part I of Form S-8 and Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”). This Registration Statement on Form S-8 is filed by R.R. Donnelley & Sons Company (the “Registrant”) regarding the R.R. Donnelley & Sons Company Second Amended and Restated 2017 Performance Incentive Plan (the “Plan”). Documents containing the information required by Part I of the Registration Statement will be sent or given to Plan participants as specified by Rule 428(b)(1) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents heretofore filed with the Securities and Exchange Commission (the “Commission”) by the Registrant are incorporated herein by reference into this Registration Statement:

(1) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “Annual Report”), filed with the Commission on February 24, 2021;

(2) The Registrant’s Quarterly Report on Form 10-Q for the quarterly periods ended March 31, 2021, filed with the Commission on April 28, 2021, and June  30, 2021, filed with the Commission on August 4, 2021;

(3) The Registrant’s Current Reports on Form 8-K, filed with the Commission on March  2, 2021, March  16, 2021, April  13, 2021, April 14, 2021, April 19, 2021, April 29, 2021, May  4, 2021, May 11, 2021, May  18, 2021, May 24, 2021, June  2, 2021, July 30, 2021 and August 2, 2021;

(4) The description of the Registrant’s common stock contained in the Registrant’s registration statement on Form 8-A (File No. 001-04694) filed with the Commission on July 27, 1993, as amended on August 4, 2009 and on August 12, 2016, including any subsequent amendment or report filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Reference is made to Section 145 (“Section 145”) of the General Corporation Law of the State of Delaware (the “DGCL”) which provides for indemnification of directors and officers in certain circumstances.

The Registrant’s Restated Certificate of Incorporation provides that the Registrant will indemnify its directors and officers to the extent permitted by Section 145. The Registrant is generally required to indemnify its directors and officers for all judgments, fines, settlements, legal fees and other expenses incurred in connection with pending, threatened or completed legal proceedings because of the director’s or officer’s position with the Registrant or another entity for which the director or officer serves at the Registrant’s request, subject to certain conditions, and to advance funds to its directors and officers to enable them to defend against such proceedings. To receive indemnification, the director or officer must have been successful in the legal proceedings or acted in good faith and in a manner reasonably believed to be in or not opposed to the Registrant’s best interest. With respect to any criminal action or proceeding, there has to be no reasonable cause to believe the conduct was unlawful. With respect to an action or suit by or in the right of the Registrant, no indemnification shall be made where the officer or director is adjudged to be liable unless the court shall determine that the director or officer is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

The Registrant has entered into an indemnification agreement with each of its directors, which provides, among other things, that the Registrant will indemnify each such director to the fullest extent permitted by law, subject to certain conditions, against all expenses and certain other amounts actually and reasonably incurred by such director in connection with certain proceedings. The indemnification agreement also requires the Registrant, under certain circumstances, to advance expenses incurred by such director, to the fullest extent permitted by applicable law, within 21 calendar days after the receipt by the Registrant of a request from the director for an advance.

Pursuant to Section 145 and the Registrant’s Restated Certificate of Incorporation, the Registrant maintains directors’ and officers’ liability insurance coverage which insures the Registrant, its subsidiaries and the elected officers and directors of the Registrant and its subsidiaries, against damages, judgments, settlements and costs incurred by reason of certain acts committed by such persons in their capacities as officers and directors.

The above discussion of the Registrant’s Restated Certificate of Incorporation, indemnification agreements and insurance arrangements, as well as the DGCL, is not intended to be exhaustive and is qualified in its entirety by reference to such provisions.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit No.	Description
4.1	Restatement of Certificate of Incorporation of R.R. Donnelley  & Sons Company (incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed on October 3, 2016).
4.2	Amended and Restated By-Laws of R.R. Donnelley  & Sons Company (incorporated by reference to Exhibit 3.4 to the Registrant’s Current Report on Form 8-K filed on October 3, 2016).
4.3	R.R. Donnelley  & Sons Company Second Amended and Restated 2017 Performance Incentive Plan (incorporated by reference to Appendix B to the Registrant’s Annual Proxy Statement on Schedule 14A, filed on April 13, 2021).
4.4	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).
4.5	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 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed August 18, 2020).
4.6	Second Amendment to Rights Agreement, dated as of May 17, 2021, 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 filed May 18, 2021).
5.1	Opinion of Dorsey and Whitney LLP*.
23.1	Consent of Dorsey and Whitney LLP (included as part of Exhibit 5.1)*.
23.2	Consent of Independent Registered Public Accounting Firm*.
24.1	Power of Attorney (set forth on the signature page of this Registration Statement)*.

* Filed herewith.

Item 9. Undertakings.

(a)    The Registrant hereby undertakes:

(1)    To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)    To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)    To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)    To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2)    That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)    The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)    Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 6^th day of August, 2021.

R.R. DONNELLEY & SONS COMPANY
By	/s/ Terry D. Peterson
Name	Terry D. Peterson
Title	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer)

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Deborah L. Steiner, Michael J. Sharp and Terry D. Peterson, and each of them, as such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post- effective amendments) to this Registration Statement and to sign any registration statement for the same offering covered by the Registration Statement that is to be effective upon filing pursuant to Rule 462 promulgated under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or such person’s substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and dates indicated.

Signature	Title	Date
/s/ Daniel L. Knotts	President and Chief Executive Officer, Director	August 6, 2021
Daniel L. Knotts	(Principal Executive Officer)
/s/ Terry D. Peterson	Executive Vice President and Chief Financial Officer	August 6, 2021
Terry D. Peterson	(Principal Financial Officer)
/s/ Michael J. Sharp	Senior Vice President and Chief Accounting Officer	August 6, 2021
Michael J. Sharp	(Principal Accounting Officer)
/s/ John C. Pope	Director	August 6, 2021
John C. Pope
/s/ Irene M. Esteves	Director	August 6, 2021
Irene M. Esteves
/s/ Susan M. Gianinno	Director	August 6, 2021
Susan M. Gianinno
/s/ Timothy R. McLevish	Director	August 6, 2021
Timothy R. McLevish
/s/ James Moldafsky	Director	August 6, 2021
James Moldafsky
/s/ James Ray, Jr.	Director	August 6, 2021
James Ray, Jr.

EX-5.1

Exhibit 5.1

[Dorsey & Whitney LLP Letterhead]

August 6, 2021

R.R Donnelley & Sons Company

35 West Wacker Drive

Chicago, IL 60601 United States

Re:    Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to R.R Donnelley & Sons Company, a Delaware corporation (the “Company”), in connection with a Registration Statement on Form S-8 (the “Registration Statement”) relating to the registration of the offer and sale by the Company of up to 7,750,000 shares of common stock, $0.01 par value per share, of the Company (the “Common Stock or Shares”), pursuant to awards granted under the R.R. Donnelley & Sons Company Second Amended and Restated 2017 Performance Incentive Plan (the “Plan”).

We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of the opinions set forth below. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons. As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of public officials.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance, delivery and payment therefor in accordance with the terms of the Plan and any relevant award agreements issued thereunder, will be validly issued, fully paid and nonassessable.

Our opinions expressed above are limited to the laws of the State of Delaware.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Dorsey & Whitney LLP

CCH/NHS

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports relating to the financial statements of R.R. Donnelley & Sons Company and subsidiaries and the effectiveness of R.R. Donnelley & Sons Company and subsidiaries’ internal control over financial reporting dated February 24, 2021, appearing in the Annual Report on Form 10-K of R.R. Donnelley & Sons Company and subsidiaries for the year ended December 31, 2020.

/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois

August 6, 2021