As filed with the Securities and Exchange Commission on August 8, 2016
File No. 001-37729
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
Form 10
General Form for Registration of Securities
Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
LSC Communications, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 36-4829580 | |
(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification Number) | |
35 West Wacker Drive Chicago, Illinois | 60601 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(312) 326-8000
(Registrant’s telephone number, including area code)
Securities to be Registered Pursuant to Section 12(b) of the Act:
Title of Each Class to be so Registered | Name of Each Exchange on Which Each Class is to be Registered | |
| Common Stock, par value $0.01 per share | [●] |
Securities to be Registered Pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large Accelerated Filer | ¨ | Accelerated Filer | ¨ | |||
| Non-Accelerated Filer | x (Do not check if smaller reporting company) | Smaller reporting company | ¨ | |||
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN ITEMS OF FORM 10
AND THE ATTACHED INFORMATION STATEMENT.
| Item 1. | Business |
The information required by this item is contained under the sections “Summary,” “Business,” “Available Information” and “Combined Financial Statements” of the information statement filed as Exhibit 99.1 hereto (the “Information Statement”). Those sections are incorporated herein by reference.
| Item 1A. | Risk Factors |
The information required by this item is contained under the section “Risk Factors” of the Information Statement. That section is incorporated herein by reference.
| Item 2. | Financial Information |
The information required by this item is contained under the sections “Summary,” “Selected Historical Combined Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Information Statement. Those sections are incorporated herein by reference.
| Item 3. | Properties |
The information required by this item is contained under the section “Business—Properties” of the Information Statement. That section is incorporated herein by reference.
| Item 4. | Security Ownership of Certain Beneficial Owners and Management |
The information required by this item is contained under the section “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of the Information Statement. That section is incorporated herein by reference.
| Item 5. | Directors and Executive Officers |
The information required by this item is contained under the section “Corporate Governance and Management” of the Information Statement. The sections is incorporated herein by reference.
| Item 6. | Executive Compensation |
The information required by this item is contained under the sections “Corporate Governance and Management” and “Executive Compensation” of the Information Statement. Those sections are incorporated herein by reference.
| Item 7. | Certain Relationships and Related Transactions, and Director Independence |
The information required by this item is contained under the sections “Certain Relationships and Related Party Transactions”; “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Corporate Governance and Management—Director Independence” of the Information Statement. Those sections are incorporated herein by reference.
| Item 8. | Legal Proceedings |
The information required by this item is contained under the section “Business—Legal Proceedings” of the Information Statement. That section is incorporated herein by reference.
| Item 9. | Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters |
The information required by this item is contained under the sections “Risk Factors,” “The Separation and The Distribution,” “Dividend Policy,” “Business,” “Corporate Governance and Management,” “Shares Eligible for Future Sale” and “Description of Capital Stock” of the Information Statement. Those sections are incorporated herein by reference.
| Item 10. | Recent Sales of Unregistered Securities |
On February 22, 2016, the Registrant was incorporated in the State of Delaware. On February 22, 2016, R. R. Donnelley & Sons Company acquired 100 shares of common stock, par value $0.01 per share, of the Registrant for $1.00.
| Item 11. | Description of Registrant’s Securities to be Registered |
The information required by this item is contained under the sections “The Separation and the Distribution” and “Description of Capital Stock” of the Information Statement. Those sections are incorporated herein by reference.
| Item 12. | Indemnification of Directors and Officers |
The information required by this item is contained under the section “Indemnification of Directors and Officers” of the Information Statement. That section is incorporated herein by reference.
| Item 13. | Financial Statements and Supplementary Data |
The information required by this item is contained under the sections “Selected Historical Combined Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Combined Financial Statements” of the Information Statement. Those sections are incorporated herein by reference.
| Item 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
None.
| Item 15. | Financial Statements and Exhibits |
| (a) | Financial Statements |
The information required by this item is contained under the section “Combined Financial Statements” beginning on page F-1 of the Information Statement. That section is incorporated herein by reference.
| (b) | Exhibits |
The following documents are filed as exhibits hereto:
Exhibit | Description | |
| 2.1 | Form of Separation and Distribution Agreement among R. R. Donnelley & Sons Company, LSC Communications, Inc. and Donnelley Financial Solutions, Inc. | |
| 2.2 | Form of Transition Services Agreement between LSC Communications, Inc. and R. R. Donnelley & Sons Company | |
| 2.3 | Form of Transition Services Agreement between LSC Communications, Inc. and Donnelley Financial Solutions, Inc. | |
| 2.4 | Form of Tax Disaffiliation Agreement between LSC Communications, Inc. and R. R. Donnelley & Sons Company | |
Exhibit | Description | |
| 2.5 | Form of Patent Assignment and License Agreement between LSC Communications US, LLC and R. R. Donnelley & Sons Company | |
| 2.6 | Form of Trademark Assignment and License Agreement between LSC Communications US, LLC and R. R. Donnelley & Sons Company | |
| 2.7 | Form of Data Assignment and License Agreement between LSC Communications US, LLC and R. R. Donnelley & Sons Company | |
| 2.8 | Form of Trade Secret License Agreement between LSC Communications US, LLC and R. R. Donnelley & Sons Company | |
| 3.1 | Form of Amended and Restated Certificate of Incorporation of LSC Communications, Inc. | |
| 3.2 | Form of Amended and Restated By-laws of LSC Communications, Inc. | |
| 4.1 | Form of Registration Rights Agreement between LSC Communications, Inc. and R. R. Donnelley & Sons Company | |
| 8.1 | Form of Tax Opinion of Sullivan & Cromwell LLP | |
| 10.1 | Form of 2016 LSC Communications, Inc. Performance Incentive Plan | |
| 10.2 | Form of LSC Communications, Inc. Non-Employee Director Compensation Plan | |
| 10.3 | Form of LSC Communications Nonqualified Deferred Compensation Plan | |
| 10.4 | Form of Assignment of Employment Agreement and Acceptance of Assignment between LSC Communications, Inc., R. R. Donnelley & Sons Company and Thomas J. Quinlan III* | |
| 10.5 | Form of Assignment of Employment Agreement and Acceptance of Assignment between LSC Communications, Inc., R. R. Donnelley & Sons Company and Andrew B. Coxhead* | |
| 10.6 | Form of Assignment of Employment Agreement and Acceptance of Assignment between LSC Communications, Inc., R. R. Donnelley & Sons Company and Suzanne S. Bettman* | |
| 21.1 | Subsidiaries of LSC Communications, Inc.* | |
| 99.1 | Preliminary Information Statement dated August 8, 2016 | |
*To be filed by amendment
SIGNATURES
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, thereunto duly authorized.
| LSC Communications, Inc. | ||
| By | /s/ Suzanne Bettman | |
| Name: | Suzanne Bettman | |
| Title: | President | |
Dated: August 8, 2016
