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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 27, 2021

R. R. DONNELLEY & SONS COMPANY

(Exact name of registrant as specified in its charter)

 

Delaware   1-4694   36-1004130

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

35 West Wacker Drive

Chicago, Illinois

  60601
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (312) 326-8000

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

Common Stock, par value $0.01 per share   RRD   New York Stock Exchange LLC
Preferred Stock Purchase Rights     New York Stock Exchange LLC

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 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.

 

Exhibit No.   

Description of Exhibit

4.1    Third Amendment to Rights Agreement, dated as of August 27, 2021, between R. R. Donnelley & Sons Company and Computershare Trust Company, N.A., as rights agent
4.2    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)
4.3    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)
4.4    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)
99.1    Press release dated August 27, 2021
104    Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document


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

Exhibit 4.1

THIRD AMENDMENT TO RIGHTS AGREEMENT

This Third Amendment to Rights Agreement (this “Amendment”), dated as of August 27, 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 (the “Initial Rights Agreement”), as amended by the First Amendment to Rights Agreement, dated as of August 17, 2020, between the Company and the Rights Agent, and the Second Amendment to Rights Agreement, dated as of May 17, 2021, between the Company and the Rights Agent (the Initial Rights Agreement, as so amended, the “Rights Agreement”).

W I T N E S S E T H

WHEREAS, the Company and the Rights Agent are party to 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(v) of Rights Agreement. Paragraph (v) of Section 1 of the Rights Agreement is hereby amended and restated in its entirety as follows:

(v)    “Final Expiration Date” shall mean 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 this Agreement at or prior to such annual meeting, and otherwise shall mean 5:00 P.M., New York City time, on August 28, 2022.


Section 2. Amendment of Exhibit B to Rights Agreement.

(a)    The first sentence in the first paragraph of Exhibit B to the Rights Agreement is hereby amended and restated in its entirety as follows:

NOT EXERCISABLE AFTER THE FINAL EXPIRATION DATE (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) OR SUCH EARLIER TIME AS THE RIGHTS ARE REDEEMED, EXCHANGED OR TERMINATED.

(b)    The first sentence of the second paragraph in Exhibit B to the Rights Agreement is hereby amended and restated in its entirety as follows:

This certifies that                     , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of August 28, 2019, as amended (the “Rights Agreement”), between R. R. Donnelley & Sons Company, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (and any successor thereto, the “Rights Agent”), to purchase from the Company at any time prior to the Final Expiration Date, unless the Rights are earlier redeemed, exchanged or terminated, at the office or offices of the Rights Agent designated by the Rights Agent for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, nonassessable share of Series A Junior Participating Preferred Stock (the “Preferred Stock”) of the Company, at a purchase price of $         per one one-thousandth of a share (the “Purchase Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed.

Section 3. Amendment of Exhibit C to Rights Agreement.

(a)    The last sentence in the first paragraph of Exhibit C to the Rights Agreement is hereby amended and restated in its entirety as follows:

The description and complete terms of the Rights are set forth in a Rights Agreement, dated as of August 28, 2019 (the “Initial Rights Agreement”), as amended, between the Company and Computershare Trust Company, N.A., as rights agent (the Initial Rights Agreement, as amended, being referred to herein as the “Rights Agreement”).

 

2


(b)    The fifth paragraph of Exhibit C to the Rights Agreement is hereby amended and restated in its entirety as follows:

The Rights are not exercisable until a Distribution Date and will expire at 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 Rights Agreement at or prior to such annual meeting, and otherwise will expire at 5:00 P.M., New York City time, on August 28, 2022, unless the Rights are earlier redeemed, exchanged or terminated.

(c)    The last paragraph of Exhibit C to the Rights Agreement is hereby amended and restated in its entirety as follows:

A copy of the Initial Rights Agreement was filed with the Securities and Exchange Commission as an exhibit to the Company’s current report on Form 8-K/A on August 29, 2019. A copy of each amendment to the Initial Rights Agreement has been or will be filed with the Securities and Exchange Commission, in each case as an exhibit to a current report on Form 8-K or to an amendment to the Company’s registration statement on Form 8-A with respect to the Rights. A copy of the Initial Rights Agreement and each amendment thereto is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Initial Rights Agreement and such amendments, which are incorporated herein by reference.

Section 4. 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 5. 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

 

3


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 6. 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 7. 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 8. 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 9. 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.]

 

4


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

 

[THIRD AMENDMENT TO RIGHTS AGREEMENT]

Exhibit 99.1

RRD Extends Existing Stockholder Rights Plan

Plan to Be Submitted to Stockholder Vote at 2022 Annual Meeting

Chicago, August 27, 2021 – R.R. Donnelley & Sons Company (NYSE: RRD) (“RRD” or the “Company”) today announced that the Company’s Board of Directors (the “Board”) has amended the Company’s stockholder rights plan (the “Rights Plan”) to extend its final expiration date to August 28, 2022.

The Board extended the Rights Plan due to concerns about the potential for one or more persons or groups to gain undue influence over or control of the Company through open market accumulation or other tactics. The Rights Plan does not prevent any action the Board determines to be in the best interests of the Company and its stockholders.

As the Company previously announced, if circumstances warranted an extension of the Rights Plan, the Board would submit the extended Rights Plan to stockholders for ratification at the Company’s 2022 annual meeting of stockholders (the “2022 Annual Meeting”). If not approved by stockholders, the Rights Plan would expire at the close of business on the first business day following the certification of the voting results for the 2022 Annual Meeting.

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