Current Report Filing (8-k)
January 19 2018 - 4:06PM
Edgar (US Regulatory)
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): January 19, 2018 (January 18, 2018)
LSC COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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001-37729
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36-4829580
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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191 North Wacker Drive, Suite 1400
Chicago, Illinois
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60606
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(Address of Principal Executive Offices)
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(Zip Code)
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(773)
272-9200
(Registrants Telephone Number,
Including Area Code)
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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☐
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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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☐
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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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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this
chapter).
Emerging growth company ☐
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 13(a) of the Exchange
Act. ☐
Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On January 18, 2018, the Human Resources Committee (the Committee) of the Board of Directors of LSC Communications, Inc. (the
Company) determined to make available benefits under the LSC Communications US, LLC Key Employee Severance Plan (the Severance Plan) to the following of the Companys executive officers: Suzanne S. Bettman, Andrew B.
Coxhead, Kent A. Hansen and Richard T. Lane (the Executive Officers) if such Executive Officer agrees to waive any existing employment or severance agreements, and also approved the form of Participation Agreement to be used to make
awards to the Executive Officers under the Severance Plan (which will supersede the form of Participation Agreement previously filed as Exhibit 10.16 to the Companys Quarterly Report on Form
10-Q
for the
quarter ended September 30, 2017). The Committee adopted the Severance Plan on October 25, 2017 to provide financial protection to certain key employees of the Company in the event of their termination of employment in specific
circumstances.
Under the Severance Plan, participants who are terminated by the Company without cause (as defined in the
Severance Plan) or, if applicable, who terminate employment for good reason (as defined in the applicable Participation Agreement), are eligible to receive a severance payment, paid as salary continuation, equal to a multiple of the
participants base salary plus bonus at target, a COBRA subsidy equivalence and outplacement assistance, subject to the execution of a release and waiver of claims in favor of the Company. If a participants employment is terminated by the
Company without cause, or, if applicable, if the participant terminates employment for good reason within two years following a change in control (as defined in the Severance Plan), then the multiple applied to the benefits described
above will be as defined in the applicable Participation Agreement. If any payment under the Severance Plan would cause a participant to become subject to the excise tax imposed under section 4999 of the Internal Revenue Code, then payments and
benefits will be reduced to the amount that would not cause the participant to be subject to the excise tax if such a reduction would put the participant in a better after tax position than if the participant were to pay the tax. The Company will
promptly disclose the applicable terms of each Executive Officers participation in the Severance Plan (including the severance multiples in such Executive Officers Participation Agreement) on Form
8-K
when determined.
The foregoing description of the Severance Plan and the form of
Participation Agreement are summaries and are qualified in their entirety by reference to the full text of the Severance Plan and the form of Participation Agreement. A copy of the Severance Plan was filed as Exhibit 10.15 to the Companys
Quarterly Report on Form
10-Q
for the quarter ended September 30, 2017, and a copy of the form of Participation Agreement is attached hereto as Exhibit 10.1.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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LSC Communications, Inc.
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Date: January 19, 2018
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By:
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/s/ Suzanne S. Bettman
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Name:
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Suzanne S. Bettman
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Title:
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Secretary; Chief Compliance Officer; General Counsel
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