8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 4, 2015

 

 

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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ¨ 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))

 

 

 

Item 7.01    Regulation FD Disclosure.

On August 4, 2015, R.R. Donnelley & Sons Company (the “Company”) issued a press release reporting that the Company intends to create three independent publicly traded companies: (i) a financial communications services company (“FinancialCo”), (ii) a publishing and retail-centric print services company (“PRSCo”) and (iii) a customized multi-channel communications management company (“CMCo”), through a tax-free spin-off of FinancialCo and PRSCo prior to the end of 2016.

Information in this Item 2.02 and Exhibits 99.1 and 99.2 of Item 9.01 below shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act except as otherwise expressly stated in such a filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

 

99.1    Press Release issued by R. R. Donnelley & Sons Company, dated August 4, 2015.
99.2    Investor Presentation dated August 4, 2015.

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 4, 2015    
    By:  

/s/ Suzanne S. Bettman

      Suzanne S. Bettman
      Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

 

Exhibit

Number

   

Description

99.1    Press Release issued by R. R. Donnelley & Sons Company, dated August 4, 2015.
99.2    Investor Presentation dated August 4, 2015