Current Report Filing (8-k)
31 July 2017 - 10:11PM
Edgar (US Regulatory)
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): July 28, 2017
LSC COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Commission
File Number:
001-37729
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DE
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36-4829580
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(State or other jurisdiction
of incorporation)
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(IRS Employer
Identification No.)
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191 N. Wacker Drive, Suite 1400, Chicago IL 60606
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(773)
272-9200
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(Address of principal executive offices, including zip code)
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(Registrants telephone number, including area code)
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Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 1.01.
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Entry into a Material Definitive Agreement
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The information in Item 3.02 with respect to
the registration rights agreement described below is incorporated into this Item 1.01 by reference.
Item 3.02.
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Unregistered Sale of Equity Securities
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On July 28, 2017, LSC Communications, Inc.
(the Company),acquired Fairrington Transportation Corp., F.T.C. Transport, Inc. and F.T.C. Services, Inc. (collectively, the Fairrington Entities) pursuant to an Agreement and Plan of Merger, dated as of July 28, 2017
(the Merger Agreement), among the Company, Fairrington, LLC, a wholly-owned subsidiary of the Company, Dispatch Merger Sub 1, Inc., a wholly-owned subsidiary of the Company, Dispatch Merger Sub 2, a wholly-owned subsidiary of the
Company, the Fairrington Entities and the Victor G. Warren Revocable Trust dated July 14, 1993 (the Acquisition). The consideration paid by the Company pursuant to the terms of the Merger Agreement consisted of an amount in cash (as
adjusted for customary purchase price adjustments, including outstanding indebtedness, working capital and transaction expenses) and 964,319 shares of common stock, $0.01 par value per share, of the Company.
The stock portion of the consideration was issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act
of 1933, as amended (the Securities Act), and was not registered under any state securities laws. The Company relied on representations to support such exemption, including with respect to each of the shareholders status as an
accredited investor (as defined by Rule 501 under the Securities Act), their acquisition of the shares of Company common stock for purposes of investment and not resale, and their ability to bear the entire loss of their investment.
In connection with the issuance of common stock in the Acquisition, the Company entered into a registration rights agreement providing, among
other things, that the Company would in good faith use commercially reasonable efforts to register the shares of common stock so issued within 30 days after the Company becomes eligible to register shares on a Form
S-3
Registration Statement, subject to certain exceptions.
SIGNATURES
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.
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LSC COMMUNICATIONS, INC.
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Date: July 31, 2017
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By:
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/s/ Suzanne S. Bettman
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Suzanne S. Bettman
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Chief Administrative Officer & General Counsel
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