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): July 22, 2019
Quad/Graphics, Inc.
(Exact name of registrant as specified in its charter)
|
| | | | |
| Wisconsin | | 001-34806 | | 39-1152983 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
N61 W23044 Harry’s Way, Sussex, Wisconsin 53089-3995
(Address of principal executive offices, including zip code)
(414) 566-6000
(Registrant’s telephone number)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR §230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR §240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR §240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR §240.13e-4(c))
Securities registered pursuant to 12(b) of the Act:
|
| | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Class A Common Stock, par value $0.025 per share | QUAD | The New York Stock Exchange |
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 o
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. o
| |
Item 1.02. | Termination of a Material Definitive Agreement |
As previously disclosed, on October 30, 2018, Quad/Graphics, Inc. (“Quad”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with LSC Communications, Inc. (“LSC”) and QLC Merger Sub, Inc. which provided that, subject to the terms and conditions therein, Quad would acquire LSC in an all-stock transaction.
On July 22, 2019, Quad and LSC entered into an agreement to mutually terminate the Merger Agreement (the “Agreement”). Pursuant to the terms of the Merger Agreement, Quad will pay LSC a reverse termination fee of $45 million. In addition, except for certain obligations of Quad to indemnify LSC for certain costs, expenses and/or damages arising from the financing of the transactions contemplated by the Merger Agreement and Quad’s obligation to pay the reverse termination fee, Quad and LSC have agreed to mutually release one another from all claims arising out of or in connection with the Merger Agreement.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 2 and incorporated herein by reference.
| |
Item 9.01. | Financial Statements and Exhibits. |
| |
| (d) | Exhibits. The exhibit listed in the exhibit index below is being filed herewith: |
EXHIBIT INDEX
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.
|
| | | |
| Date: | July 23, 2019 | |
| | | |
| | | QUAD/GRAPHICS, INC. |
| | | |
| | | |
| | | By: | /s/ Jennifer J. Kent |
| | | | Jennifer J. Kent |
| | | | Executive Vice President of Administration, General Counsel and Secretary |
