DE | 361004130 | |
(State or other jurisdiction of | (IRS Employer | |
incorporation) | Identification No.) |
[ ] 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))
Information to be included in the report
(b) On February 23, 2007, in connection with the above amendments to the Company's Restated Certificate of Incorporation, the Board of Directors of the Company also amended Sections 2.1, 3.2 and 3.8 and Article X of the Company's bylaws, such amendments to be effective at the same time as the amendments to the Company's Restated Certificate of Incorporation described above. Section 3.2 provided for the classification of the Board of Directors into three classes, as nearly equal in number as possible, with members of each class serving three-year terms. Sections 2.1 and 3.8 and Article X also contained provisions referring to such classification. These sections were amended to eliminate these provisions and to make certain conforming and other changes as appropriate. The Amended and Restated Bylaws are filed as Exhibit 3.2 of this Current Report on Form 8-K and are incorporated herein by reference.
3.1(a) Amendment to Restated Certificate of Incorporation of R.R. Donnelley & Sons Company
3.1(b) Amendment to Restated Certificate of Incorporation of R.R. Donnelley & Sons Company
3.2 Amended and Restated By-Laws of R.R. Donnelley & Sons Company.
R. R. DONNELLEY & SONS COMPANY | ||||||||
Date: May 31, 2007 | By: | /s/ Suzanne S. Bettman | ||||||
Suzanne S. Bettman | ||||||||
Executive Vice President and General Counsel | ||||||||
Exhibit No. | Description | |
EX-3.1(a) | Amendment to Restated Certificate of Incorporation | |
EX-3.1(b) | Amendment to Restated Certificate of Incorporation | |
EX-3.2 | Amended and Restated Bylaws |