S-8

As filed with the Securities and Exchange Commission on May 21, 2009

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

R.R. Donnelley & Sons Company

(Exact name of registrant as specified in its charter)

Delaware	36-1004130
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
111 South Wacker Drive Chicago, Illinois	60606
(Address of Principal Executive Offices)	(Zip Code)

R.R. Donnelley & Sons Company 2004 Performance Incentive Plan

(Full Title of the plan)

Suzanne S. Bettman

Executive Vice President, General Counsel,

Corporate Secretary and Chief Compliance Officer

R. R. Donnelley & Sons Company

111 South Wacker Drive

Chicago, Illinois 60606

(312) 326-8000

(Name, address, and telephone number, including area code, of agent for service)

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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be Registered(1)	Proposed maximum  offering price per share(2)	Proposed maximum  aggregate offering price(2)	Amount of registration fee
Common stock, par value $1.25 per share	10,000,000 shares	$13.22	$132,200,000	$7,377

(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of Common Stock that become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected which results in an increase in the number of the Company’s outstanding shares of Common Stock issuable pursuant to awards granted under the Plan.

(2) Estimated solely for the purpose of computing the registration fee pursuant to Rules 457(c) and (h) on the basis of the average of the high and low sales prices of the Common Stock on the New York Stock Exchange on May 19, 2009.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is filed pursuant to General Instruction E to Form S-8 for the purpose of registering an additional 10,000,000 shares of the common stock, par value $1.25 per share (“Common Stock”), of R.R. Donnelley & Sons Company (the “Company”) that may be offered and sold under the R.R. Donnelley & Sons Company 2004 Performance Incentive Plan (the “Plan”). The Company’s shareholders approved the addition of these shares to the Plan at the Company’s Annual Meeting on May 28, 2008.

The contents of the Company’s previously filed Registration Statement on Form S-8 (Registration No. 333-113258) filed with the Securities and Exchange Commission (the “Commission”) on March 3, 2004 relating to the Plan, is hereby incorporated by reference herein to the extent not otherwise amended or superseded by the contents hereof.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents heretofore filed with the Securities and Exchange Commission (the “Commission”) (Commission file number 1-09513) by the Company are incorporated herein by reference:

• The Company’s Annual Report on Form 10-K for the year ended December 31, 2008; and

• The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, are deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as “Incorporated Documents”).

Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

Exhibits	Description
4.1	Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, filed on August 2, 2007)
4.2	Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated January 8, 2009, filed on January 14, 2009)
5.1	Opinion of Sidley Austin
10.1	R.R. Donnelley & Sons Company 2004 Performance Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement filed on April 18, 2008)
23.1	Consent of Sidley Austin (included in Exhibit 5.1)
23.2	Consent of Deloitte & Touche LLP
24.1	Power of Attorney (contained in the signature page hereto)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on May 21, 2009.

R. R. Donnelley & Sons Company
(Registrant)
By:	/s/ Suzanne S. Bettman
Name:	Suzanne S. Bettman
Title:	Executive Vice President, General Counsel
	Corporate Secretary and Chief Compliance Officer

KNOW ALL MEN BY THESE PRESENTS THAT each person whose signature appears below constitutes and appoints Suzanne S. Bettman and Miles W. McHugh, and each of them with full power to act without the other, his or her true and lawful attorney-in-fact, with full power and authority, for the purpose of executing, in the name and on behalf of the undersigned as a director of R. R. Donnelley & Sons Company, a Delaware corporation, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 21st day of May, 2009.

Name	Title
(i)       Principal executive officer:
/s/ Thomas J. Quinlan, III	President and Chief Executive Officer
(Thomas J. Quinlan, III)
(ii)      Principal financial officer:
/s/ Miles W. McHugh	Executive Vice President and Chief Financial Officer
(Miles W. McHugh)
(iii)     Controller or principal accounting officer:
/s/ Andrew B. Coxhead	Senior Vice President, Controller and Chief Accounting Officer
(Andrew B. Coxhead)
(iv)     Directors:
/s/ Lee A. Chaden	Director
(Lee A. Chaden)
/s/ E.V. (Rick) Goings	Director
(E.V. (Rick) Goings)
/s/ Judith H. Hamilton	Director
(Judith H. Hamilton)
/s/ Susan M. Ivey	Director
(Susan M. Ivey)

/s/ Thomas S. Johnson	Director
(Thomas S. Johnson)
/s/ John C. Pope	Director
(John C. Pope)
/s/ Michael T. Riordan	Director
(Michael T. Riordan)
/s/ Oliver R. Sockwell	Director
(Oliver R. Sockwell)
/s/ Stephen M. Wolf	Director
(Stephen M. Wolf)

EXHIBIT INDEX

Exhibits listed below that have been previously filed with the SEC are incorporated herein by reference with the same effect as if filed with this Registration Statement.

Exhibits	Description
4.1	Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, filed on August 2, 2007)
4.2	Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated January 8, 2009, filed on January 14, 2009)
5.1	Opinion of Sidley Austin
10.1	R.R. Donnelley & Sons Company 2004 Performance Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement filed on April 18, 2008)
23.1	Consent of Sidley Austin (included in Exhibit 5.1)
23.2	Consent of Deloitte & Touche LLP
24.1	Power of Attorney (contained in the signature page hereto)

EX-5.1

Exhibit 5.1

May 21, 2009

R.R. Donnelley & Sons Company

111 South Wacker Drive

Chicago, IL 60606

Re: 10,000,000 Shares of Common Stock, Par Value $1.25 Per Share

Ladies and Gentlemen:

We refer to the Registration Statement on Form S-8 (the “Registration Statement”) being filed by R.R. Donnelley & Sons Company, a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 10,000,000 shares of common stock, par value $1.25 per share (the “Registered Shares”), of the Company, to be issued under the amended R.R. Donnelley & Sons Company 2004 Performance Incentive Plan (the “Plan”).

In rendering this opinion letter, we have examined and relied upon a copy of the Registration Statement and the exhibits filed therewith (including the Plan). We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of government officials and other instruments, and have examined such questions of law and have satisfied ourselves as to such matters of fact, as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons and the conformity with the original documents of any copies thereof submitted to us for examination.

Based on the foregoing, and subject to the qualifications and limitations hereinafter set forth, we are of the opinion that:

1. The Company is a duly incorporated and validly existing corporation under the laws of the State of Delaware.

2. Each Registered Share that is newly issued under the Plan will be legally issued, fully paid and nonassessable when (i) the Registration Statement shall have become effective under the Securities Act; (ii) such Registered Share shall have been duly issued and sold in the manner contemplated by the Plan; and (iii) either a certificate representing such Registered Share shall have been duly executed, countersigned and registered and duly delivered to the purchaser thereof upon payment of the agreed

Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships

R.R. Donnelley & Sons Company

May 21, 2009

Page 2

consideration therefor (not less than the par value thereof) or if any such Registered Share is to be issued in uncertificated form, the Company’s books shall reflect the issuance of such Registered Share to the purchaser thereof, upon payment of the agreed consideration therefor (not less than the par value thereof) in accordance with the terms of the Plan.

This opinion letter is limited to the General Corporation Law of the State of Delaware and the Securities Act.

We do not find it necessary for the purposes of this opinion letter to cover, and accordingly we express no opinion as to, the application of the securities or blue sky laws of the various states or the District of Columbia to the issuance or sale of the Registered Shares or the associated Rights.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to all references to our Firm in the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons for whom consent is required by Section 7 of the Securities Act or the related rules promulgated by the SEC thereunder.

Very truly yours,

/s/    Sidley Austin LLP

Sidley Austin LLP

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report relating to the financial statements of R.R. Donnelley & Sons Company and subsidiaries (the “Company”) (which report expresses an unqualified opinion and contains an explanatory paragraph referring to the Company’s adoption of the provisions of Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109) and the effectiveness of the Company’s internal control over financial reporting dated February 25, 2009, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2008.

/s/ Deloitte & Touche LLP

Chicago, Illinois

May 21, 2009