As filed with the Securities and Exchange Commission on March 2, 2022
Registration No. 333-116636
Registration No. 333-128852
Registration No. 333-192570
Registration No. 333-202945
Registration No. 333-238490
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO:
Form S-4 Registration Statement No. 333-116636
Form S-4 Registration Statement No. 333-128852
Form S-4 Registration Statement No. 333-192570
Form S-4 Registration Statement No. 333-202945
Form S-4 Registration Statement No. 333-238490
UNDER
THE
SECURITIES ACT OF 1933
R. R. Donnelley & Sons Company
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware |
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2750 |
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36-1004130 |
| (State or Other Jurisdiction of
Incorporation or Organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification No.) |
| 35 West Wacker Drive
Chicago, Illinois 60601
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) |
Deborah L. Steiner
R. R. Donnelley & Sons Company
35 West Wacker Drive
Chicago, Illinois 60601
(312) 326-8000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
With copies to:
James O’Grady
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, NY 10020
(212)
262-6700
Approximate date of
commencement of proposed sale of the securities to the public: Not applicable.
If the securities being registered on this Form are being offered
in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer |
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Accelerated filer |
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☒ |
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| Non-accelerated filer |
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☐ |
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Smaller reporting company |
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☐ |
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Emerging growth company |
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☐ |
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 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
