As filed with the Securities and Exchange Commission on May 15, 2000
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
Registration Statement
Under
The Securities Act of 1933
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R.R. Donnelley & Sons Company 2000 Stock Incentive Plan
(Exact Name of Registrant as Specified in its Charter)
-----------------------------
Delaware 36-1004130
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
77 West Wacker Drive
Chicago, Illinois 60601
(Address of Principle Executive Offices) (Zip Code)
R.R. Donnelley & Sons Company 2000 Stock Incentive Plan
(Full Title of the Plan)
Monica M. Fohrman, Secretary
77 West Wacker Drive
Chicago, Illinois 60601
(Name of Agent For Service)
(312) 326-8000
(Telephone Number, Including
Area Code of Agent for Service)
---------------------
Copy to:
Gary Gerston
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
CALCULATION OF REGISTRATION FEE
==========================================================================================================================
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered(1) Offering Price Per Share Aggregate Offering Price Registration Fee
- --------------------------------------------------------------------------------------------------------------------------
Common Stock, par value 8,000,000 shares $21.84(2) $174,720,000.00(2) $46,126.08
$1.25
- --------------------------------------------------------------------------------------------------------------------------
Preferred Stock Purchase 8,000,000 rights (3) (3) (3)
Rights
==========================================================================================================================
(1) Also registered hereby are such additional and indeterminate number of
shares of Common Stock and Preferred Stock Purchase Rights ("Rights") as may
become issuable because of changes resulting from stock dividends, stock splits
and similar changes.
(2) Estimated solely for the purpose of calculating the Registration Fee and,
pursuant to Rule 457(c) under the Securities Act, based upon the average of the
high and low sale prices of Common Stock of the Registrant on The New York Stock
Exchange on May 8, 2000 ($21.84).
(3) Rights are initially carried and traded with the Common Stock of the
Company. Value attributable to such Rights, if any, is reflected in the market
price of the Common Stock.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
-----------------------------------------------
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by R.R. Donnelley & Sons Company (the
"Company") are incorporated herein by reference:
(a) the Annual Report of the Company on Form 10-K for the year ended
December 31, 1999;
(b) the Quarterly Report of the Company on Form 10-Q for the period
ended March 31, 2000;
(c) the description of the Rights contained in the Company's
Registration Statement on Form 8-A filed under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), including any amendment or report filed
for the purpose of updating such description;
(d) the description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description; and
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, are deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
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Item 4. Description of Securities
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Reference is made to Section 145 ("Section 145") of the General
Corporation Law of the State of Delaware (the "DGCL") which provides for
indemnification of directors and officers in certain circumstances.
The Company's Restated Certificate of Incorporation contains a
provision that is designed to limit the directors' liability to the extent
permitted by the DGCL and any amendments thereto. Specifically, directors will
not be held personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability: (i)
for a breach of the duty of loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) payment of an improper dividend or improper
repurchase of the Company's stock under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit. The
principal effect of the limitation of liability provision is that a stockholder
is unable to prosecute an action for monetary damages against a director of the
Company unless the stockholder can demonstrate one of the specified bases for
liability. This provision, however, does not eliminate or limit director
liability arising in connection with causes of action brought under the federal
securities laws. While the Company's Restated Certificate of Incorporation
limits the personal liability of directors, it does not eliminate the directors'
duty of care. The inclusion of the limitation of liability provision in the
Company's Restated Certificate of Incorporation may, however, discourage or
deter stockholders or management from bringing a lawsuit against directors for a
breach of their fiduciary duties, even though such an action, if successful,
might otherwise have benefited the Company and its stockholders. This provision
should not affect the availability of equitable remedies such as injunction or
rescission based upon a director's breach of the duty of care.
The Company's By-laws also provide that the Company will indemnify its
directors and officers to the fullest extent permitted by Delaware law. The
Company is generally required to indemnify its directors and officers for all
judgments, fines, settlements, legal fees and other expenses incurred in
connection with pending or threatened legal proceedings because of the
director's or officer's position with the Company or another entity for which
the director or officer serves at the Company's request, subject to certain
conditions, and to advance funds to its directors and officers to enable them to
defend against such proceedings. To receive indemnification, the director or
officer must have been successful in the legal proceedings or acted in good
faith and in what was reasonably believed to be a lawful manner in the Company's
best interest.
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Pursuant to Section 145 and the Company's Restated Certificate of
Incorporation, the Company maintains directors' and officers' liability
insurance coverage which insures the Company, its subsidiaries and the elected
officers and directors of the Company and its subsidiaries, against damages,
judgments, settlements and costs incurred by reason of certain acts committed by
such persons in their capacities as officers and directors.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
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4.1 Restated Certificate of Incorporation (1)
4.2 By-Laws (2)
4.3 Amendment to By-Laws adopted January 27, 2000 (2)
4.4 Rights Agreement, dated as of April 25, 1996 between R.R. Donnelley &
Sons Company and First Chicago Trust Company of New York (3)
*23 Consent of Arthur Andersen LLP
*24 Powers of Attorney (included elsewhere herein)
*99 R.R. Donnelley & Sons Company 2000 Stock Incentive Plan
______
*Filed herewith
(1) Exhibit 3(i) to Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1996 (Commission File No. 1-4694).
(2) Exhibits 3(ii)(a) and 3(ii)(b), respectively, to Annual Report on Form 10-K
for the year ended December 31, 1999 (Commission File No. 1-4694).
(3) Filed on June 5, 1996 as Exhibit 4 to Form 8-A (Commission File No. 1-4694).
II-3
Item 9. Undertakings
------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 ("Exchange Act") that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated
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by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on this 15th Day of May,
2000.
R.R. DONNELLEY & SONS COMPANY
By: /s/ Monica M. Fohrman
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Monica M. Fohrman
Secretary
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Monica M. Fohrman and Gregory A. Stoklosa, and
each of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his or her substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated and on the dates indicated.
Name Title Date
- ---- ----- ----
/s/ William L. Davis Chairman and Chief May 15, 2000
- ----------------------------- Executive Officer (Principal
William L. Davis Executive Officer)
/s/ Gregory A. Stoklosa Vice President and Acting May 15, 2000
- ----------------------------- Chief Financial Officer
Gregory A. Stoklosa (Principal Financial Officer
and Principal Accounting Officer)
/s/ Joseph B. Anderson, Jr. Director May 15, 2000
- -----------------------------
Joseph B. Anderson, Jr.
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Director May 15, 2000
- ----------------------------
Martha Layne Collins
/s/ James R. Donnelley Director May 15, 2000
- -----------------------------
James R. Donnelley
/s/ Judith H. Hamilton Director May 15, 2000
- -------------------------------
Judith H. Hamilton
Director May 15, 2000
- ----------------------------
Thomas S. Johnson
/s/ George A. Lorch Director May 15, 2000
- -----------------------------
George A. Lorch
Director May 15, 2000
- ------------------------------
Oliver R. Sockwell
Director May 15, 2000
- ------------------------------
Bide L. Thomas
/s/ Stephen M. Wolf Director May 15, 2000
- ------------------------------
Stephen M. Wolf
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EXHIBIT INDEX
Exhibit
Number
- ------
4.1 Restated Certificate of Incorporation (1)
4.2 By-Laws (2)
4.3 Amendment to By-Laws adopted January 27, 2000 (2)
4.4 Rights Agreement, dated as of April 25, 1996 between R.R. Donnelley &
Sons Company and First Chicago Trust Company of New York (3)
*23 Consent of Arthur Andersen LLP
*24 Powers of Attorney (included elsewhere herein)
*99 R.R. Donnelley & Sons Company 2000 Stock Incentive Plan
______
*Filed herewith
(1) Exhibit 3(i) to Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1996 (Commission File No. 1-4694).
(2) Exhibits 3(ii)(a) and 3(ii)(b), respectively, to Annual Report on Form 10-K
for the year ended December 31, 1999 (Commission File No. 1-4694).
(3) Filed on June 5, 1996 as Exhibit 4 to Form 8-A (Commission File No. 1-4694).