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 August 27, 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 Third Amendment to Rights Agreement, dated as of August 27, 2021 (the “Third Amendment”). The Amendment amends the Rights Agreement, dated as of August 28, 2019 (the “Initial Rights Agreement”), as amended by the First Amendment to Rights Agreement, dated as of August 17, 2020 (the “First Amendment”), and the Second Amendment to Rights Agreement, dated as of May 17, 2021 (the “Second Amendment”), between the Company and the Rights Agent (the Initial Rights Agreement, as amended by the First Amendment and the Second Amendment, the “Rights Agreement,” and as further amended by the Third Amendment, the “Amended Rights Agreement”).
Prior to the Third Amendment, the final expiration date under the Rights Agreement was 5:00 P.M., New York City time, on August 28, 2021. The Third Amendment extended the final expiration date such that the Amended Rights Agreement provides that the final expiration date will be 5:00 P.M., New York City time, on the first business day following the certification of the voting results of the Company’s 2022 annual meeting of stockholders, if and only if the first business day following such certification is earlier than August 28, 2022 and the stockholders of the Company have not approved or ratified the Amended Rights Agreement at or prior to such annual meeting, and otherwise will be 5:00 P.M., New York City time, on August 28, 2022.
The Third 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 Third 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; the First Amendment, which is included as Exhibit 4.3 to this Current Report on Form 8-K; and the Second Amendment, which is included as Exhibit 4.4 to this Current Report on Form 8-K.
Computershare Trust Company, N.A., the rights agent under the Amended 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 27, 2021, the Company issued a press release relating to the Third 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: August 27, 2021 | By: | /s/ Deborah L. Steiner | ||||
| Name: | Deborah L. Steiner | |||||
| Title: | Executive Vice President, General Counsel | |||||