UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT
Pursuant to Section 13
or 15(d) of
the Securities Exchange
Act of 1934
_________________
|
Date of Report |
|
|
(Date of earliest |
|
event reported): |
October 31, 2006 |
Banta Corporation
|
| (Exact name of registrant as specified in its charter) |
Wisconsin
|
1-14637
|
39-0148550
|
| (State or other |
(Commission File |
(IRS Employer |
| jurisdiction of |
Number) |
Identification No.) |
| incorporation) |
225 Main Street, Menasha, Wisconsin 54952
|
| (Address of principal executive offices, including zip code) |
(920) 751-7777
|
| (Registrant’s 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:
| [ ] |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [X] |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| [ ] |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c) |
The
undersigned registrant is filing this amendment solely for the purpose of refiling
Exhibit 2.1 hereto. In converting Exhibit 2.1 for filing via EDGAR, certain letters or
numerals delineating subsections in Sections 7.2, 8.2 and 8.4 of said Exhibit were
inadvertently deleted. Item 9.01 is hereby amended to provide as follows:
| Item 9.01. |
Financial Statements and Exhibits. |
| |
(d) |
Exhibits.
The following exhibits are being filed herewith: |
| |
(2.1) |
Agreement and Plan of Merger, among Banta Corporation, R.R. Donnelley &
Sons Company and Soda Acquisition, Inc., dated October 31, 2006.* |
| |
(4.1) |
Second Amendment, dated October 31, 2006, to Rights Agreement between Banta
Corporation and American Stock Transfer & Trust Company.** |
| |
(10.1) |
Letter Agreement, dated October 31, 2006, with Ginger M. Jones.** |
| |
(10.2) |
Letter Agreement, dated October 31, 2006, with Sara E. Armbruster.** |
| |
(99.1) |
Joint Press Release of R.R. Donnelley & Sons Company and Banta Corporation,
dated October 31, 2006.** |
*
The disclosure schedules to the Merger Agreement are not being filed herewith. The
registrant agrees to furnish supplementally a copy of any such schedules to the Securities
and Exchange Commission upon request.
**
Previously filed.
* * *
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this amendment to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
BANTA CORPORATION |
Date: November 2, 2006 |
By: /s/ Ronald D. Kneezel |
|
Ronald D. Kneezel |
|
Vice President, General Counsel and Secretary |
|
Secretary |
BANTA CORPORATION
Exhibit Index to
Amendment No. 1 to
Current Report on Form 8-K/A
Dated October 31, 2006
Exhibit
Number
| (2.1) |
Agreement and Plan of Merger, among Banta Corporation, R.R. Donnelley & Sons
Company and Soda Acquisition, Inc., dated October 31, 2006.* |
| (4.1) |
Second Amendment, dated October 31, 2006, to Rights Agreement between Banta
Corporation and American Stock Transfer & Trust Company.** |
| (10.1) |
Letter Agreement, dated October 31, 2006, with Ginger M. Jones.** |
| (10.2) |
Letter Agreement, dated October 31, 2006, with Sara E. Armbruster.** |
| (99.1) |
Joint Press Release of R.R. Donnelley & Sons Company and Banta Corporation,
dated October 31, 2006.** |
* The
disclosure schedules to the Merger Agreement are not being filed herewith. The
registrant agrees to furnish supplementally a copy of any such schedules to the
Securities and Exchange Commission upon request.
**
Previously filed.