As filed with the Securities and Exchange Commission on September 20, 2016
File No. 001-37729
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 8
to
Form 10
General Form for Registration of Securities
Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
LSC Communications, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 36-4829580 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification Number) | |
| 35 West Wacker Drive Chicago, Illinois |
60601 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(312) 326-8000
(Registrant’s telephone number, including area code)
Securities to be Registered Pursuant to Section 12(b) of the Act:
| Title of Each Class to be so Registered |
Name of Each Exchange on Which Each Class is to be Registered | |
| Common Stock, par value $0.01 per share | New York Stock Exchange |
Securities to be Registered Pursuant to Section 12(g) of the Act:
None
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 “small reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large Accelerated Filer | ¨ | Accelerated Filer | ¨ | |||
| Non-Accelerated Filer | x (Do not check if smaller reporting company) | Smaller reporting company | ¨ | |||
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN ITEMS OF FORM 10
AND THE ATTACHED INFORMATION STATEMENT.
| Item 1. | Business |
The information required by this item is contained under the sections “Summary,” “Business,” “Available Information” and “Combined Financial Statements” of the information statement filed as Exhibit 99.1 hereto (the “Information Statement”). Those sections are incorporated herein by reference.
| Item 1A. | Risk Factors |
The information required by this item is contained under the section “Risk Factors” of the Information Statement. That section is incorporated herein by reference.
| Item 2. | Financial Information |
The information required by this item is contained under the sections “Summary,” “Selected Historical Combined Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Information Statement. Those sections are incorporated herein by reference.
| Item 3. | Properties |
The information required by this item is contained under the section “Business—Properties” of the Information Statement. That section is incorporated herein by reference.
| Item 4. | Security Ownership of Certain Beneficial Owners and Management |
The information required by this item is contained under the section “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of the Information Statement. That section is incorporated herein by reference.
| Item 5. | Directors and Executive Officers |
The information required by this item is contained under the section “Corporate Governance and Management” of the Information Statement. The sections is incorporated herein by reference.
| Item 6. | Executive Compensation |
The information required by this item is contained under the sections “Corporate Governance and Management” and “Executive Compensation” of the Information Statement. Those sections are incorporated herein by reference.
| Item 7. | Certain Relationships and Related Transactions, and Director Independence |
The information required by this item is contained under the sections “Certain Relationships and Related Party Transactions”; “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Corporate Governance and Management—Director Independence” of the Information Statement. Those sections are incorporated herein by reference.
| Item 8. | Legal Proceedings |
The information required by this item is contained under the section “Business—Legal Proceedings” of the Information Statement. That section is incorporated herein by reference.
| Item 9. | Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters |
The information required by this item is contained under the sections “Risk Factors,” “The Separation and The Distribution,” “Dividend Policy,” “Business,” “Corporate Governance and Management,” “Shares Eligible for Future Sale” and “Description of Capital Stock” of the Information Statement. Those sections are incorporated herein by reference.
| Item 10. | Recent Sales of Unregistered Securities |
On February 22, 2016, the Registrant was incorporated in the State of Delaware. On February 22, 2016, R. R. Donnelley & Sons Company acquired 100 shares of common stock, par value $0.01 per share, of the Registrant for $1.00.
| Item 11. | Description of Registrant’s Securities to be Registered |
The information required by this item is contained under the sections “The Separation and the Distribution” and “Description of Capital Stock” of the Information Statement. Those sections are incorporated herein by reference.
| Item 12. | Indemnification of Directors and Officers |
The information required by this item is contained under the section “Indemnification of Directors and Officers” of the Information Statement. That section is incorporated herein by reference.
| Item 13. | Financial Statements and Supplementary Data |
The information required by this item is contained under the sections “Selected Historical Combined Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Combined Financial Statements” of the Information Statement. Those sections are incorporated herein by reference.
| Item 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
None.
| Item 15. | Financial Statements and Exhibits |
| (a) | Financial Statements |
The information required by this item is contained under the section “Combined Financial Statements” beginning on page F-1 of the Information Statement. That section is incorporated herein by reference.
| (b) | Exhibits |
The following documents are filed as exhibits hereto:
| Exhibit |
Description | |
| 2.1 | Form of Separation and Distribution Agreement among R. R. Donnelley & Sons Company, LSC Communications, Inc. and Donnelley Financial Solutions, Inc. ‡ | |
| 2.2 | Form of Transition Services Agreement between LSC Communications, Inc. and R. R. Donnelley & Sons Company ‡ | |
| 2.3 | Form of Transition Services Agreement between LSC Communications, Inc. and Donnelley Financial Solutions, Inc. ‡ | |
| 2.4 | Form of Tax Disaffiliation Agreement between LSC Communications, Inc. and R. R. Donnelley & Sons Company ‡ | |
| Exhibit |
Description | |
| 2.5 | Form of Patent Assignment and License Agreement between LSC Communications US, LLC and R. R. Donnelley & Sons Company ‡ | |
| 2.6 | Form of Trademark Assignment and License Agreement between LSC Communications US, LLC and R. R. Donnelley & Sons Company ‡ | |
| 2.7 | Form of Data Assignment and License Agreement between LSC Communications US, LLC and R. R. Donnelley & Sons Company ‡ | |
| 2.8 | Form of Software, Copyright and Trade Secret Assignment and License Agreement between LSC Communications US, LLC and R. R. Donnelley & Sons Company ‡ | |
| 3.1 | Form of Amended and Restated Certificate of Incorporation of LSC Communications, Inc. ‡ | |
| 3.2 | Form of Amended and Restated By-laws of LSC Communications, Inc. ‡ | |
| 4.1 | Form of Stockholder and Registration Rights Agreement between LSC Communications, Inc. and R. R. Donnelley & Sons Company ‡ | |
| 8.1 | Form of Tax Opinion of Sullivan & Cromwell LLP | |
| 10.1 | Form of 2016 LSC Communications, Inc. Performance Incentive Plan ‡ | |
| 10.2 | Form of LSC Communications, Inc. Non-Employee Director Compensation Plan ‡ | |
| 10.3 | Form of LSC Communications Nonqualified Deferred Compensation Plan ‡ | |
| 10.4 | Form of Assignment of Employment Agreement and Acceptance of Assignment between LSC Communications, Inc., R. R. Donnelley & Sons Company and Thomas J. Quinlan III ‡ | |
| 10.5 | Form of Assignment of Employment Agreement and Acceptance of Assignment between LSC Communications, Inc., R. R. Donnelley & Sons Company and Andrew B. Coxhead ‡ | |
| 10.6 | Form of Assignment of Employment Agreement and Acceptance of Assignment between LSC Communications, Inc., R. R. Donnelley & Sons Company and Suzanne S. Bettman ‡ | |
| 21.1 | Subsidiaries of LSC Communications, Inc. ‡ | |
| 99.1 | Preliminary Information Statement dated September 16, 2016 ‡ | |
‡ Previously filed
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| LSC Communications, Inc. | ||
| By | /s/ Suzanne Bettman | |
| Name: | Suzanne Bettman | |
| Title: | President | |
Dated: September 20, 2016
Exhibit 8.1
[Form of Tax Opinion]
[ ], 2016
R. R. Donnelley & Sons Company
35 West Wacker Drive
Chicago, IL 60601
Ladies and Gentlemen:
We have acted as U.S. tax counsel to R. R. Donnelley & Sons Company (“RRD”), in connection with the Distribution as described in the ruling request filed with the Internal Revenue Service by RRD, dated December 8, 2015 (the “Ruling Request”).1 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Information Statement.
In rendering our opinion, we have examined and relied upon the accuracy and completeness of the facts set forth in the Ruling Request and such other documents as we have deemed necessary or appropriate. In addition, we have relied upon the officer’s certificate to us from RRD. In connection with this opinion, we have assumed that the Distribution will be consummated in the manner described in the Ruling Request. Further, we have relied upon the ruling from the Internal Revenue Service to RRD with respect to the Distribution, as to matters covered by such ruling.
In rendering our opinion, we have considered the applicable provisions of the Internal Revenue Code of 1986, as amended, Treasury Regulations promulgated thereunder, pertinent judicial authorities, interpretive rulings of the Internal Revenue Service, and such other authorities as we have deemed appropriate under the circumstances. All such authorities are subject to change, and any of such changes could apply retroactively.
Based upon the foregoing, we are of the opinion that under current law,
| (1) | The contribution of assets resulting in LSC Communications, Inc. (“LSC”) owning substantially all of the assets and liabilities of RRD’s current publishing and retail-centric print services and office products business pursuant to the Internal Reorganization (the “Contribution”) and Distribution, taken together, should qualify as a reorganization under Section 368(a)(1)(D) of the Code; |
| (2) | Neither RRD nor LSC should recognize gain or loss upon the Contribution; |
| (3) | RRD should not recognize gain or loss upon the Distribution under Section 355(c) or Section 361(c) of the Code; and |
| (4) | Stockholders of RRD should not recognize gain or loss upon the Distribution under Section 355(a) of the Code, and no amount should be included in such shareholders’ income, except in respect of cash received in lieu of fractional shares of LSC. |
| 1 | For the avoidance of doubt, “Ruling Request” shall include any supplemental information submissions to the original ruling request. |
[Remainder of this page intentionally left blank.]
Our opinion is expressly conditioned upon the assumptions and statements of reliance set forth above. We express no other opinion as to the tax consequences (including any applicable state, local or foreign tax consequences) of the transactions referred to herein or in the Ruling Request.
| Very truly yours, | ||