8-K 1 c76127e8vk.txt CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 11, 2003 -------------- Wallace Computer Services, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-6528 36-2515832 -------- ------ ---------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation or Organization) File Number) Identification Number) 2275 Cabot Drive, Lisle, Illinois 60532-3630 --------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (630) 588-5000 -------------- Not Applicable -------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 11. TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFIT PLANS. In connection with the proposed merger of Wallace Computer Services, Inc. ("Wallace") with a wholly owned subsidiary of Moore Corporation Limited ("Moore"), as a result of which Wallace will become a wholly owned subsidiary of Moore (the "Merger"), each of the Wallace Stock Funds under the Wallace Profit Sharing and Retirement Plan and the Wallace Commercial Print 401(k) Retirement Plan (the "Plans") will be converted into a stock fund primarily holding Moore common shares (the "Moore Wallace Stock Fund") as soon as administratively practicable after the effective time of the consummation of the Merger (the "Effective Time"). In connection with this proposed Merger, participants in the Plans will be temporarily unable to transfer any portion of their account balances either into or out of the Wallace Stock Fund. Moreover, participants with all or a portion of their account balances invested in the Wallace Stock Fund will be temporarily unable to receive a distribution of all or such portion of their account balance. Finally, participants who have elected to have all or a portion of their contributions under the Plans invested in the Wallace Stock Fund will be temporarily suspended from investing new contributions in the Wallace Stock Fund. This period during which participants will temporarily be unable to exercise these rights otherwise available to them under the Plans is called a "blackout period." The blackout period for the Plans is expected to begin during the week of May 4, 2003 and is expected to end the week of May 18, 2003. During these weeks, participants in the Plans can determine whether the blackout period has started or ended by calling Lewis Jacobson or Chris Gicela of the Wallace Retirement Plans department toll-free at 1-877-799-9350. Pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002, during this blackout period directors and executive officers of Wallace will not be permitted to purchase, sell or otherwise acquire or transfer, directly or indirectly, any Wallace common shares to the extent such shares are, or were, acquired in connection with their service or employment as a director or executive officer of Wallace (including, but not limited to, any Wallace common shares held in order to comply with share ownership guidelines). Moreover, any individual who becomes a director or executive officer of Moore after the Effective Time will, for the duration of the blackout period, similarly be prohibited from purchasing, selling or otherwise acquiring or transferring, directly or indirectly, any Moore common shares that the individual receives in respect of Wallace common shares acquired in connection with his or her service or employment as a director or executive officer of Wallace. Wallace received the notice required by section 101(i)(2)(E) of the Employment Retirement Income Security Act of 1974 on April 4, 2003. 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. WALLACE COMPUTER SERVICES, INC. Date: April 11, 2003 By: /s/ James D. Benak ---------------------------- Name: James D. Benak Title: Vice President, General Counsel and Secretary

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 16, 2003

Wallace Computer Services, Inc. (Exact Name of Registrant as Specified in Its Charter)

Delaware		001-06528		36-2515832
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

2275 Cabot Drive, Lisle, Illinois		60532-3630
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (630) 588-5000

Not Applicable (Former Name or Former Address, if Changed Since Last Report)

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SIGNATURE EXHIBIT INDEX Agreement and Plan of Merger Press Release

Item 5. Other Events.

On January 16, 2003, Moore Corporation Limited (“Parent”) and M-W Acquisition, Inc., a wholly owned subsidiary of Parent (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Wallace Computer Services, Inc. (the “Company”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”) and, under circumstances specified in the Merger Agreement, immediately thereafter the surviving corporation will be merged into another wholly owned subsidiary of Moore. In the Merger, each share of common stock, par value $1.00 per share, of the Company will be converted into either, at the stockholder’s election and subject to proration, (A) a number of common shares of Parent (“Parent Common Stock”) equal to (i) 1.05 plus (ii) the quotient of (x) 14.40 divided by (y) the average of the daily high and low sales price per share of Parent Common Stock on the last trading day immediately preceding the closing date or (B) an amount in cash, without interest, equal to (i) $14.40 plus (ii) the product of (x) 1.05 multiplied by (y) the average of the daily high and low sales price per share of Parent Common Stock on the last trading day immediately preceding the closing date.

Consummation of the Merger is subject to various conditions, including (i) approval by the stockholders of the Company, (ii) Parent entering into definitive financing agreements and receipt of funds thereunder, (iii) the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iv) registration of shares of Parent Common Stock to be issued in the Merger under the Securities Act of 1933, as amended (the “Securities Act”) and (v) satisfaction of certain other conditions.

The Merger Agreement and the transactions contemplated thereby will be submitted for the adoption and approval at a meeting of the stockholders of the Company. Prior to such meeting, Parent will file a registration statement with the Securities and Exchange Commission registering under the Securities Act the Parent Common Stock to be issued in the Merger. Such shares of Parent Common Stock will be offered to the Company’s stockholders pursuant to a prospectus that will be included with the proxy statement for the Company’s stockholders meeting.

The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 2.1 hereto and which is incorporated by reference.

Item 7. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

Exhibit No.:		Description:
2.1		Agreement and Plan of Merger, dated as of January 16, 2003, among Moore Corporation Limited, M-W Acquisition, Inc. and Wallace Computer Services, Inc.
99.1		Press Release

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.

		WALLACE COMPUTER SERVICES, INC.
Date:	January 16, 2003
		By:	/s/ James D. Benak
		Name:	James D. Benak
		Title:	Vice President, General Counsel and Secretary

EXHIBIT INDEX

The following exhibits are filed herewith:

Exhibit No:		Description:
2.1		Agreement and Plan of Merger, dated as of January 16, 2003, among Moore Corporation Limited, M-W Acquisition, Inc. and Wallace Computer Services, Inc.
99.1		Press Release

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