- Current report filing (8-K)
17 November 2008 - 10:01PM
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): November 14, 2008
R.H. DONNELLEY CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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1-07155
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13-2740040
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1001 Winstead Drive, Cary NC
(Address of principal
executive offices)
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Registrants telephone number,
including area code:
(919) 297-1600
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27513
(Zip Code)
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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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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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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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o
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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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TABLE OF CONTENTS
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
(a) On November 14, 2008, R.H. Donnelley Corporation (the Company) was notified by the New York
Stock Exchange (the NYSE) that the Company had fallen below two of the NYSEs continued listing
standards. Rule 802.01B(I) of the NYSE Listed Company Manual (the Manual) requires that the
Companys average total market capitalization over a consecutive 30 trading-day period equal or
exceed $75 million and, at the same time, total reported stockholders equity equal or exceed $75
million. Rule 802.01C of the Manual requires that the Companys common stock have a minimum
average closing price of not less than $1.00 during a consecutive 30 trading-day period.
Under applicable NYSE rules, the Company has 10 days from receipt of the notice to inform the
NYSE that it intends to cure the deficiencies, 45 days from the receipt of the notice to submit a
plan advising the NYSE of definitive action the Company proposes to take that would bring it into
compliance with Rule 802.01B(I) within 18 months of receipt of the notice and six months from the
receipt of the notice to bring the share price and average share price back above $1.00. The
Company plans to notify the NYSE that it intends to cure the deficiencies within the prescribed
timeframes. If the Company is not compliant with the continued listing standards within the
prescribed timeframes, its common stock will be subject to suspension and delisting by the NYSE.
In the meantime, the Companys common stock will continue to be listed on the NYSE under the symbol
RHD, but will be assigned a .BC indicator by the NYSE to signify that the Company is not
currently in compliance with the NYSEs continued listing standards.
As required under NYSE rules, the Company issued a Press Release on November 14, 2008,
announcing that it had received the notice of non-compliance and that the Company intends to attain
compliance with NYSE continued listing standards within the time periods prescribed by the Manual.
A copy of this press release is attached hereto as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits
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Exhibit No.
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Description
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99.1
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Press Release issued November 14, 2008
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2
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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R.H. Donnelley Corporation
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By:
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/s/ Mark W. Hianik
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Name:
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Mark W. Hianik
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Title:
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Senior Vice President, General Counsel and
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Corporate Secretary
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Date: November 14, 2008
3
EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press Release issued November 14, 2008
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