As filed with the Securities and Exchange Commission on June 18, 1999
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
-----------------------------
R.R. Donnelley & Sons Company
(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)
Donnelley Deferred Compensation and Voluntary Savings 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:
Jim L. Kaput
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(1) Registered(2) Offering Price Per Share Aggregate Offering Price Registration Fee
- --------------------------------------------------------------------------------------------------------------------------
Common Stock, par value 4,000,000 shares $37.84(3) $151,360,000.00(3) $42,078.08
$1.25
- --------------------------------------------------------------------------------------------------------------------------
Preferred Stock Purchase 4,000,000 rights (4) (4) (4)
Rights
==========================================================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate amount of interests to be offered pursuant to the employee benefit
plan described herein.
(2) 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.
(3) 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 June 15, 1999 ($37.84).
(4) 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") or by the Donnelley Deferred Compensation and Voluntary Savings Plan
(the "Plan") are incorporated herein by reference:
(a) the Annual Report of the Company on Form 10-K for the year ended
December 31, 1998;
(b) the Quarterly Report of the Company on Form 10-Q for the quarter
ended March 31, 1999;
(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
(e) the Plan's latest annual report, if any, filed pursuant to
Section 13(a) 13(c), 14 or 15(d) of the Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act, and all documents filed by the Plan pursuant to
Section 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 November 22, 1997 (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 Donnelley Deferred Compensation and Voluntary Savings 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, 1998 (Commission File No. 1-4694).
(3) Filed on June 5, 1996 as Exhibit 4 to Form 8-A (Commission File No. 1-4694).
The Company will submit or has submitted the Plan and any amendment
thereto to the Internal Revenue Service (the "IRS") in a timely manner and will
make or has made all changes required by the IRS in order to qualify the Plan
under Section 401 of the Internal Revenue Code of 1986, as amended.
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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
II-4
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 18th day of June,
1999.
R.R. DONNELLEY & SONS COMPANY
By: /s/ Monica M. Fohrman
---------------------
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 Cheryl A. Francis, 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 June 8, 1999
- ----------------------------- Executive Officer (Principal
William L. Davis Executive Officer)
/s/ Cheryl A. Francis Executive Vice President June 8, 1999
- ----------------------------- and Chief Financial Officer
Cheryl A. Francis (Principal Financial Officer)
/s/ Gregory A. Stoklosa Vice President and June 8, 1999
- ----------------------------- Controller (Principal
Gregory A. Stoklosa Accounting Officer)
/s/ Joseph B. Anderson, Jr. Director June 8, 1999
- -----------------------------
Joseph B. Anderson, Jr.
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/s/ Martha Layne Collins Director June 8, 1999
- ----------------------------
Martha Layne Collins
/s/ James R. Donnelley Director June 8, 1999
- -----------------------------
James R. Donnelley
/s/ Judith H. Hamilton Director June 8, 1999
- -------------------------------
Judith H. Hamilton
/s/ Thomas S. Johnson Director June 8, 1999
- ----------------------------
Thomas S. Johnson
/s/ George A. Lorch Director June 8, 1999
- -----------------------------
George A. Lorch
/s/ M. Bernard Puckett Director June 8, 1999
- ----------------------------
M. Bernard Puckett
/s/ Oliver R. Sockwell Director June 8, 1999
- ------------------------------
Oliver R. Sockwell
/s/ Bide L. Thomas Director June 8, 1999
- ------------------------------
Bide L. Thomas
/s/ Stephen M. Wolf Director June 8, 1999
- ------------------------------
Stephen M. Wolf
II-7
Pursuant to the requirements of the Securities Act of 1933, as amended, the
trustees (or other persons who administer the employee benefit plan) have 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 June 18, 1999.
DONNELLEY DEFERRED COMPENSATION
AND VOLUNTARY SAVINGS PLAN
By: /s/ Jack J. McEnery
---------------------------
Name: Jack J. McEnery
Title: Vice President
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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 November 22, 1997 (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 Donnelley Deferred Compensation and Voluntary Savings 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, 1998 (Commission File No. 1-4694).
(3) Filed on June 5, 1996 as Exhibit 4 to Form 8-A (Commission File No. 1-4694).