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): September 8, 2006
Bowne & Co., Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-05842
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13-2618477 |
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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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| 55 Water Street, New York, NY
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10041 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: 212-924-5500
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13.e-4(c))
TABLE OF CONTENTS
Item 2.01 Completion of Acquisition or Disposition of Assets.
On September 8, 2006, Bowne & Co., Inc. (the “Company”) sold its DecisionQuest®
subsidiary to key employees of DecisionQuest. The Company received total consideration of
approximately $9.8 million, consisting of $7.0 million in cash and a promissory note for $2.9
million, which is valued at $2.8 million and is payable on September 11, 2010 and bears interest at 4.92%, which is to be paid
quarterly. The Company issued a press release announcing the disposition, a copy of which is
attached to this report as Exhibit 99.2.
The disposition was effected pursuant to a Stock Purchase Agreement by and between Bowne & Co.,
Inc. and DQ Acquisition Co. (the “Agreement”), dated as of September 8, 2006. The Agreement is
filed as Exhibit 2.1 to this report. The descriptions contained herein of the transactions
contemplated by the Agreement are not complete and are qualified in their entirety by reference to
the Agreement and the press release described above, each of which are included as exhibits to this
report.
Some of the statements contained in this report are “forward-looking” statements within the meaning
of the Private Securities Litigation Reform Act of 1995. The forward-looking statements of future
performance contained in this report are based upon current plans, expectations, events and
financial and industry trends which may cause the Company’s future operating results and financial
position to differ materially from those suggested here, including capital market conditions,
demand for and acceptance of the Company’s services, new technological developments, competition,
the opportunity to successfully reinvest the proceeds from the transaction, and general economic
conditions. Such statements involve risk and uncertainties, which cannot be predicted or
quantified. Historical results achieved are not necessarily indicative of future prospects of the
Company.
Item 9.01 Financial Statements and Exhibits
(b) Pro Forma Financial Information
The following unaudited pro forma financial information of Bowne & Co., Inc., required pursuant to
Article 11 of Regulation S-X, is filed herewith as Exhibit 99.1
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Unaudited Condensed Consolidated Pro Forma Balance Sheet as of June 30, 2006 |
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Unaudited Condensed Consolidated Pro Forma Statement of Operations for the year
ended December 31, 2005; and |
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Notes to Unaudited Condensed Consolidated Pro Forma Financial Information |
(c) Exhibits.
| 2.1 |
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Stock Purchase Agreement by and between Bowne & Co., Inc. and DQ Acquisition Co., dated as of
September 8, 2006 (filed herewith). |
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| 99.1 |
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Bowne & Co., Inc. Unaudited Condensed Consolidated Pro Forma Financial Information (filed
herewith). |
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| 99.2 |
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Press release, dated September 12, 2006 (filed herewith). |