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): June 19, 2008
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
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1001 Winstead Drive, Cary, NC
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27513
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(Address of principal
executive offices)
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(Zip Code)
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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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On June 19, 2008, Peter McDonald, the President and Chief Operating Officer of R.H. Donnelley
Corporation (the Company), notified the Company that his employment with the Company will
terminate effective September 1, 2008. In connection with this termination of employment, Mr.
McDonald is expected to receive separation payments in accordance with Section 8(c) of his Amended
and Restated Employment Agreement.
George F. Bednarz, age 54, Senior Vice President Operations of the Company, has been
appointed to Executive Vice President of Enterprise Sales and Operations, and will assume the
responsibilities of overseeing the sales and operations functions for the Company effective
immediately. The Company has been advised that there are no family relationships between Mr.
Bednarz and any of the Companys directors or executive officers, and there is no arrangement or
understanding between Mr. Bednarz and any other person pursuant to which he was appointed as an
officer. Mr. Bednarz has served as Senior Vice President Operations since January 2008. Prior
to that, Mr. Bednarz served as Senior Vice President RHD Interactive since January 2007. Prior
to that, Mr. Bednarz served as Senior Vice President Integration, Corporate Planning,
Administration and Communications since January 2006. Prior to that, Mr. Bednarz served as Vice
President Corporate Planning and Information Technology since October 2004. Prior to that, Mr.
Bednarz served as Vice President, Publishing, Information Technology and Corporate Planning, from
January 2003 and Vice President, Publishing and Information Technology, from April 2001. Mr.
Bednarz joined the Company in November 1995 to lead the start-up implementation of the Companys
Morrisville, North Carolina Publishing and Information Center. Prior to joining the Company, Mr.
Bednarz spent 19 years at The Dun & Bradstreet Corporation, the Companys former parent, where he
held executive positions of increasing responsibility in various functions. In connection with
this appointment, Mr. Bednarzs annual base salary will be increased to $400,000, his annual cash
incentive award target will be increased to 75% of base salary and his annual long-term incentive
plan target will be increased to 250% of base salary. Mr. Bednarz will also receive a special
equity grant consisting of 150,000 stock appreciation rights and 13,000 restricted stock units.