UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 

FORM 10-K/A

(Amendment No. 1)

 

| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|--------|--------------------------------------------------------------------------------------|

|  | For the fiscal year ended December 31, 2013 |
|--|--------------------------------------------------|

OR 

|  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|--------|------------------------------------------------------------------------------------------|

|  | For the transition period from                     to                      |
|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Commission file number 1-4694 

 

R. R. DONNELLEY & SONS COMPANY 

(Exact name of registrant as specified in its charter) 

 

 

| Delaware                                                      |   | 36-1004130                          |
|---------------------------------------------------------------|--------|-------------------------------------|
| (State or other jurisdiction ofincorporation or organization) |   | (I.R.S. EmployerIdentification No.) |
|  

111 South Wacker Drive, Chicago, Illinois        |   | 60606                               |
| (Address of principal executive offices)                      |   | (ZIP Code)                          |

Registrant’s telephone number, including area code—(312) 326-8000 

Securities registered pursuant to Section 12(b) of the Act: 

 

|                           | Title of each

Class |   |   |   | Name of each exchange on which

registered |   |
|--------------------------------|----------------------|--------|--------|--------|--------------------------------------------|--------|
| Common Stock (Par Value $1.25) |                 | NASDAQ |

 

Indicated by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  þ    No   ̈

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes   ̈    No  þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  þ    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    þ

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 “smaller reporting company” in Rule 12b-2 of the Exchange Act: 

 

| Large accelerated filer þ |   | Accelerated filer  ̈ |   | Non-accelerated filer  ̈        |   | Smaller reporting company  ̈ |
|-----------------------------------------------|--------|------------------------------------|--------|-----------------------------------------------|--------|-------------------------------------------------|
|                                          |   |                               |   | (Do not check if a smaller reporting company) |

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes   ̈    No  þ

The aggregate market value of the shares of common stock (based on the closing price of these shares on the NASDAQ Stock Exchange—Composite Transactions) on June 28, 2013, the last business day of the registrant’s most recently completed second fiscal quarter, held by nonaffiliates was $2,523,169,267. 

As of February 21, 2014, 197,791,436 shares of common stock were outstanding. 

Documents Incorporated By Reference 

Portions of the registrant’s proxy statement related to its annual meeting of stockholders scheduled to be held on May 22, 2014 are incorporated by reference into Part III of this Form 10-K.

 

 

 

 

 

----

 

EXPLANATORY NOTE

This Amendment on Form 10-K/A (“Amendment No. 1”) amends the registrant’s Form 10-K for the year ended December 31, 2013, as filed with the Securities and Exchange Commission on February 26, 2014 (the “Form 10-K”), solely for the purpose of filing Exhibit 23.1 (Consent of Independent Registered Public Accounting Firm) and Exhibit 24 (Power of Attorney) which were inadvertently omitted from the Form 10-K and filing Exhibit 3.3 (Marked By-Laws of R.R. Donnelley & Sons Company) to include the marked changes. 

As required by Rule 12b-15 under the Securities Exchange Act of 1934, new certifications of our principal executive officer and principal financial officer are being filed as exhibits to this Amendment No. 1. All other information included in the Form 10-K has not been amended. Except for the matter described above, this amendment does not change any previously reported financial results, modify or update disclosures in the Form 10-K, or reflect events occurring after the date of the filing of the Form 10-K.

 

 

 

2

----

 

SIGNATURES 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 27th day of February 2014. 

 

| R.R. DONNELLEY & SONS COMPANY |
|-----------------------------------|
|                              |   |
| By:                               |   | / S /     Daniel N. Leib       |
|                              |   | Daniel N. Leib

Executive Vice President and Chief Financial Officer

(Principal Financial Officer) |

 

 

 

3

----

 

INDEX TO EXHIBITS 

 

| 3.3          |         | Marked By-Laws of R.R. Donnelley & Sons Company (filed herewith)                                                                                                                                      |
|--------------|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  

23.1 |    |  

Consent of Deloitte & Touche LLP (filed herewith)                                                                                                                                             |
|  

24   |    |  

Power of Attorney (filed herewith)                                                                                                                                                                |
|  

31.1 |    |  

Certification by Thomas J. Quinlan, III, President and Chief Executive Officer, required by Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934 (filed herewith)        |
|  

31.2 |    |  

Certification by Daniel N. Leib, Executive Vice President and Chief Financial Officer, required by Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934 (filed herewith) |

 

E-1