SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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|Item 1.01|| |
Entry into a Material Definitive Agreement.
On August 17, 2020, 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 under the Rights Agreement, dated as of August 28, 2019, between the Company and Computershare Trust Company, N.A. (the “Initial Rights Agreement”), entered into, an amendment (the “Amendment”) to the Initial Rights Agreement. The Amendment changes the final expiration date from 5:00 P.M., New York City time, on August 28, 2020, under the Initial Rights Agreement, to 5:00 P.M., New York City time, on August 28, 2021, under the Initial Rights Agreement as amended by the Amendment (the “Rights Agreement”). As a result of the Amendment, the Rights (as defined in the Rights Agreement) will expire at 5:00 P.M., New York City time, on August 28, 2021, unless the Rights are earlier redeemed, exchanged or terminated.
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 and the Initial Rights Agreement, which is included as Exhibit 4.2 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|| |
On August 18, 2020, 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.
|4.1||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|
|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)|
|99.1||Press release dated August 18, 2020|
|104||Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document|
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 18, 2020||By:|
|Name:||Deborah L. Steiner|
|Title:||Executive Vice President, General Counsel|