UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 2)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
COURIER CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts |
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04-2502514 |
(State of incorporation |
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(I.R.S. Employer |
or organization) |
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Identification No.) |
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15 Wellman Avenue |
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North Chelmsford, Massachusetts |
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01863 |
(Address of principal executive offices) |
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(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
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Name of each exchange |
Title of each class |
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on which each |
to be so registered |
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class is to be registered |
Preferred Stock Purchase Rights |
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The NASDAQ Stock Market LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o
Securities Act registration statement file number to which this form relates: Not applicable.
Securities to be registered pursuant to Section 12(g) of the Act: None.
EXPLANATORY NOTE
This Amendment No. 2 to Form 8-A amends and supplements the Registration Statement on Form 8-A filed by Courier Corporation, a Massachusetts corporation (the Company), with the U.S. Securities and Exchange Commission on March 19, 2009, as amended on January 16, 2015 (including the Exhibits thereto, the Form 8-A). Capitalized terms used without definition herein shall have the meanings set forth in the Shareholder Rights Agreement, dated as of March 18, 2009, as amended, between the Company and Computershare Trust Company, N.A. (as amended, the Rights Agreement), a federally chartered trust company (the Rights Agent).
Item 1. Description of Registrants Securities to be Registered.
Item 1 of the Form 8-A is amended and supplemented by adding the following:
Amendment to Rights Agreement
In connection with the execution of the Agreement and Plan of Merger, dated as of February 5, 2015 (as it may be amended or supplemented from time to time, the Merger Agreement), by and among R.R. Donnelley & Sons Company, a Delaware corporation (Parent), Raven Solutions, Inc., a Massachusetts corporation and a wholly-owned subsidiary of Parent (Merger Sub, and each of Parent and Merger Sub a Buyer Entity and collectively, the Buyer Entities), Raven Ventures LLC, a Massachusetts limited liability company and a direct, wholly-owned subsidiary of Parent and the Company, the Company and the Rights Agent entered into an amendment to the Rights Agreement, dated as of February 5, 2015 (the Amendment). The Amendment, among other things, renders the Rights Agreement inapplicable to the Merger Agreement (as such term is defined in the Merger Agreement) and the Voting Agreements (as such term is defined in the Amendment and, together with the Merger Agreement, the Transaction Agreements) and the transactions contemplated by the Transaction Agreements and the Merger (as such term is defined in the Merger Agreement). The Amendment provides that neither the execution and delivery of the Transaction Agreements nor the consummation of the Merger or the other transactions contemplated by the Transaction Agreements will result in any of the Buyer Entities being deemed an Acquiring Person or a Beneficial Owner. In addition, the Amendment provides that none of a Stock Acquisition Date, a Distribution Date, a Section 11(a)(ii) Event or a Section 13 Event shall occur, and that the Rights will not be adjusted or become exercisable, in each case, by reason of the approval or execution of the Transaction Agreements, shareholder approval of the Merger Agreement, and/or the consummation of the Merger or the other transactions contemplated by the Transaction Agreements.
The Amendment also provides that the Rights will become exercisable in whole or in part at any time after the Distribution Date and at or prior to the earlier of (i) the Close of Business on the tenth anniversary of the Record Date, (ii) the time at which the Rights are redeemed as provided in Section 23 of the Rights Agreement, (iii) the time at which such Rights are exchanged as provided in Section 24 of the Rights Agreement, or (iv) immediately prior to the Effective Time (as such term is defined in the Merger Agreement) (the earliest of (i), (ii), (iii) and (iv) being referred to in the Rights Agreement as the Expiration Date).
Miscellaneous
The Rights Agreement and the Amendment are filed as Exhibits 4.1 and 4.2, respectively, to this Amendment to Form 8-A and incorporated herein by reference. The above description of the material terms of the Amendment as they relate to the Rights Agreement is qualified in its entirety by reference to such exhibits.
Item 2. |
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Exhibits. |
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4.1 |
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Rights Agreement, dated as of March 18, 2009 between Courier Corporation and Computershare Trust Company, N.A., filed as Exhibit 4.1 to the Companys Form 8-K filed on March 19, 2009 and incorporated herein by reference. |
4.2 |
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Amendment to Shareholder Rights Agreement, dated as of February 5, 2015 between Courier Corporation and Computershare Trust Company, N.A., filed as Exhibit 4.1 to the Companys Form 8-K filed on February 5, 2015 and incorporated herein by reference. |
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