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): April 5, 2010
Bowne & Co., Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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1-05842
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13-2618477 |
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer |
of incorporation)
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File Number)
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Identification No.) |
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55 Water Street, New York, New York
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10041 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: 212-924-5500
Not Applicable
Former name or former address, if changed since last report
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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01.
Other Events.
On April 5, 2010, Bowne & Co., Inc. (Bowne) and R.R. Donnelley & Sons Company (RR
Donnelley) issued a joint press release, a copy of which is attached hereto as Exhibit 99.1 and
incorporated herein by reference, announcing that RR Donnelley has withdrawn and will refile its
Hart-Scott-Rodino Notification and Report Form originally filed on March 11, 2010.
Item 9.01. Financial Statements and Exhibits.
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(d) |
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Exhibits. The following exhibit is being filed herewith: |
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99.1 |
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Joint Press Release of R.R. Donnelley & Sons Company and Bowne & Co., Inc., dated April 5, 2010. |
ADDITIONAL INFORMATION
In connection with the proposed merger with Snoopy Acquisition, Inc. pursuant to which
Bowne will be acquired by RR Donnelley, Bowne filed a preliminary proxy statement with the
Securities and Exchange Commission (the SEC) on March 26, 2010, and will file and furnish to its
stockholders a definitive proxy statement. Stockholders are urged to read the definitive proxy
statement when it is finalized and distributed, because it will contain important information about
the proposed merger. Stockholders will be able to obtain, free of charge, a copy of the definitive
proxy statement and other relevant documents filed with the SEC from the SECs website at
www.sec.gov. Stockholders will also be able to obtain a free copy of the definitive proxy statement
and other relevant documents (when available) by directing a request by mail or telephone to Bowne
& Co., Inc., 55 Water Street, New York, NY 10041, Attention: Corporate Secretary, telephone (212)
658-5805, or from Bownes website, www.bowne.com.
Bowne and certain of its directors and executive officers may, under the rules of the SEC, be
deemed to be participants in the solicitation of proxies from Bownes stockholders in respect of
the proposed merger. Information regarding the interests of such persons in the merger and such
persons beneficial ownership of Bowne & Co., Inc. common stock as of March 15, 2010 is set forth
in the preliminary proxy statement described above.
FORWARD LOOKING STATEMENTS
This Current Report on Form 8-K includes forward-looking statements. Statements that
describe future expectations, plans, results or strategies are considered forward-looking. Such
statements are subject to certain risks and uncertainties which could cause actual results to
differ materially from those currently anticipated. Factors that could affect actual results
include, among other, unanticipated issues associated with the receipt of regulatory or other
approvals relating to the consummation of the transaction with R.R. Donnelley & Sons Company, other
unexpected events that could negatively impact the closing of such transaction and other factors
cited in the Companys filings with the Securities and Exchange Commission. These factors should be
considered in evaluating the forward-looking statements, and undue reliance should not be placed on
such statements. The forward-looking statements included herein are made as of the date hereof, and
Bowne & Co., Inc. undertakes no obligation to update publicly such statements to reflect subsequent
events or circumstances.