SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 11, 2003
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Wallace Computer Services, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-6528 36-2515832
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation or Organization) File Number) Identification
Number)
2275 Cabot Drive, Lisle, Illinois 60532-3630
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (630) 588-5000
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Not Applicable
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(Former Name or Former Address,
if Changed Since Last Report)
ITEM 11. TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFIT
PLANS.
In connection with the proposed merger of Wallace Computer Services,
Inc. ("Wallace") with a wholly owned subsidiary of Moore Corporation Limited
("Moore"), as a result of which Wallace will become a wholly owned subsidiary of
Moore (the "Merger"), each of the Wallace Stock Funds under the Wallace Profit
Sharing and Retirement Plan and the Wallace Commercial Print 401(k) Retirement
Plan (the "Plans") will be converted into a stock fund primarily holding Moore
common shares (the "Moore Wallace Stock Fund") as soon as administratively
practicable after the effective time of the consummation of the Merger (the
"Effective Time").
In connection with this proposed Merger, participants in the Plans will
be temporarily unable to transfer any portion of their account balances either
into or out of the Wallace Stock Fund. Moreover, participants with all or a
portion of their account balances invested in the Wallace Stock Fund will be
temporarily unable to receive a distribution of all or such portion of their
account balance. Finally, participants who have elected to have all or a portion
of their contributions under the Plans invested in the Wallace Stock Fund will
be temporarily suspended from investing new contributions in the Wallace Stock
Fund. This period during which participants will temporarily be unable to
exercise these rights otherwise available to them under the Plans is called a
"blackout period."
The blackout period for the Plans is expected to begin during the week
of May 4, 2003 and is expected to end the week of May 18, 2003. During these
weeks, participants in the Plans can determine whether the blackout period has
started or ended by calling Lewis Jacobson or Chris Gicela of the Wallace
Retirement Plans department toll-free at 1-877-799-9350.
Pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002, during
this blackout period directors and executive officers of Wallace will not be
permitted to purchase, sell or otherwise acquire or transfer, directly or
indirectly, any Wallace common shares to the extent such shares are, or were,
acquired in connection with their service or employment as a director or
executive officer of Wallace (including, but not limited to, any Wallace common
shares held in order to comply with share ownership guidelines). Moreover, any
individual who becomes a director or executive officer of Moore after the
Effective Time will, for the duration of the blackout period, similarly be
prohibited from purchasing, selling or otherwise acquiring or transferring,
directly or indirectly, any Moore common shares that the individual receives in
respect of Wallace common shares acquired in connection with his or her service
or employment as a director or executive officer of Wallace.
Wallace received the notice required by section 101(i)(2)(E) of the
Employment Retirement Income Security Act of 1974 on April 4, 2003.
SIGNATURE
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.
WALLACE COMPUTER SERVICES, INC.
Date: April 11, 2003
By: /s/ James D. Benak
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Name: James D. Benak
Title: Vice President,
General Counsel and
Secretary