R H Donnelley Corp - Current report filing (8-K)
December 18 2007 - 12:23PM
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): December 13, 2007
R.H. DONNELLEY CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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1-07155
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13-2740040
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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1001 Winstead Drive, Cary NC
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27513
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(Address of principal
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(Zip Code)
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executive offices)
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Registrants telephone number,
including area code:
(919) 297-1600
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 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On December 13, 2007, the Board of Directors of R.H. Donnelley Corporation (the Company) approved
amendments effective immediately to Article IV of the Companys Third Amended and Restated Bylaws
(the Bylaws) to allow for the issuance and transfer of uncertificated shares of the Companys
stock. The amendment was adopted to comply with a requirement of the New York Stock Exchange that
all listed securities be eligible for a direct registration system administered by a securities
depository, such as the Depository Trust Company, by January 1, 2008. The Companys participation
in a direct registration system will enable investors to have their ownership of the Companys
stock to be electronically registered in their names without the need for a physical certificate.
The text of amended Article IV of the Companys Third Amended and Restated Bylaws is attached as
Exhibit 3.2 to this report and is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d)
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Exhibits
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3.2
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Text of Amended Article IV of the Third Amended and Restated Bylaws of R.H. Donnelley
Corporation
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SIGNATURES
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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R.H. DONNELLEY CORPORATION
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/s/ Robert J. Bush
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Robert J. Bush
Senior Vice President and
General Counsel
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Date: December 18, 2007
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EXHIBIT INDEX
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Exhibit
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Number
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Description
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3.2
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Text of Amended Article IV of the Third Amended and Restated Bylaws of R.H. Donnelley
Corporation
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