Securities Registration (section 12(b)) (8-a12b)
12 Agosto 2016 - 3:38PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT
TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
R. R.
DONNELLEY & SONS COMPANY
(Exact name of registrant as specified in its charter)
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Delaware
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36-1004130
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(State or other jurisdiction
of incorporation)
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(IRS Employer
Identification No.)
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35 West Wacker Drive, Chicago, Illinois
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60601
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(Address of principal executive office)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange on which each class is
to be registered
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Common Stock, par value $0.01 per share
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The New York Stock Exchange LLC
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is
effective pursuant to General Instruction A.(c) or (e), check the following box.
þ
If this
form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following
box.
¨
If this form relates to the registration of a class of securities concurrently with a
Regulation A offering, check the following box.
¨
Securities Act registration statement or
Regulation A offering statement file number to which this form relates: None
Securities to be registered pursuant to Section 12(g) of the Act: None
EXPLANATORY NOTE
This registration statement on Form 8-A is being filed by R. R. Donnelley & Sons Company, a Delaware corporation (the
Company
) with the Securities and Exchange Commission (the
Commission
) in connection with the Companys transfer of its listing of Common Stock, par value $0.01 per share (the
Common
Stock
), from the NASDAQ Global Select Market (the
NASDAQ
) to the New York Stock Exchange (the
NYSE
). Upon the commencement of trading of the Common Stock on the NYSE, the Company will voluntarily
withdraw the Common Stock from listing on the NASDAQ.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1.
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Description of Registrants Securities to be Registered.
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The Company hereby
incorporates by reference herein the description of its Common Stock, par value $0.01 per share, to be registered hereunder, set forth under the heading Description of Registrants Securities to Be Registered in the Companys
registration statement on Form 8-A (File No. 001-04694) (filed with the Commission on June 5, 1996, as amended on August 4, 2009), including any subsequent amendment or report filed for the purpose of updating such description, with
the following modifications: On May 31, 2016, the Company amended its Certificate of Incorporation to change the par value of the Common Stock from $1.25 per share to $0.01 per share.
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1.
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The description of the common stock contained in the registration statement on Form 8-A filed with the Commission on June 5, 1996, as amended on August 4, 2009 (File
No. 001-04694)
is incorporated by reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, hereunto duly authorized.
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R. R. DONNELLEY & SONS COMPANY
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Date: August 12, 2016
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By:
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/s/ Suzanne S. Bettman
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Name:
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Suzanne S. Bettman
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Title:
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Executive Vice President, General Counsel,
Corporate Secretary and Chief Compliance Officer
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Donnelley (R.R.) & Sons Co. (NYSE:RRD.WI)
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Donnelley (R.R.) & Sons Co. (NYSE:RRD.WI)
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