Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): 12/13/2007

R. R. DONNELLEY & SONS COMPANY

(Exact name of registrant as specified in its charter)

Commission File Number: 1-4694

 

DE   361004130
(State or other jurisdiction
of incorporation)
  (IRS Employer
Identification No.)

111 S. Wacker Dr., Chicago, IL 60606

(Address of principal executive offices, including zip code)

312-326-8000

(Registrant’s telephone number, including area code)

 

 


(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ 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))

 



Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On December 13, 2007, the Board of Directors of R.R. Donnelley & Sons Company (the “Company”) amended the Company’s By-Laws to allow Company securities to be issued in both certificated and uncertificated form. This amendment was put in place in order to comply with the requirement of the New York Stock Exchange that all listed companies be eligible to participate in the Depository Trust Company’s Direct Registration System.

 

Item 9.01. Financial Statements and Exhibits

 

3.2    Amended and Restated By-Laws


Signature(s)

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.

 

      R. R. DONNELLEY & SONS COMPANY
Date: December 18, 2007     By:   /s/ Suzanne S. Bettman
       

Suzanne S. Bettman

       

Executive Vice President and General Counsel