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Registration No. _______________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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THE REYNOLDS AND REYNOLDS COMPANY
(Exact name of registrant as specified in its charter)
OHIO 31-0421120
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
115 SOUTH LUDLOW STREET, DAYTON, OHIO 45402
(Address of Principal Executive Offices) (Zip code)
THE REYNOLDS AND REYNOLDS COMPANY
STOCK OPTION PLAN - 1989
(Full title of the Plan)
ADAM M. LUTYNSKI, ESQ.
GENERAL COUNSEL AND SECRETARY
THE REYNOLDS AND REYNOLDS COMPANY
115 SOUTH LUDLOW STREET, DAYTON, OHIO 45402
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (513)443-2000
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registra-
registered registered per share* price* tion fee*
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Class A 2,423,520 $25.25 $61,193,880 $21,101.30
Common
Shares
$.625 par
value
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*Pursuant to Rule 457(h), the registration fee is computed upon the
basis of the average of the high and low prices of the Class A Common Shares,
$0.625 par value, on the New York Stock Exchange Composite Index on October 13,
1994 as reported in THE WALL STREET JOURNAL.
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The contents of Registration Statement Number 33-65374 on Form S-8,
file number 1-10147, are hereby incorporated by reference.
PART II
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference.
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The following documents are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K (including financial
statements together with the report of independent certified
public accountants thereon) for the fiscal year ended
September 30, 1993 (File Number 0-132).
(b)(1) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 1993 (File Number 0-132).
(b)(2) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1994 (File Number 0-132).
(b)(3) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1994 (File Number 0-132).
(c)(1) The "Description of Registrant's Securities to be Registered"
on pages 2 and 3 of the Company's Registration Statement on
Form 8-A which became effective on January 12, 1989 (File
No. 1-10147).
(c)(2) The "Description of Registrant's Securities to be Registered"
on pages 2 through 6 of the Company's Registration Statement
on Form 8-A which was filed on May 8, 1991 (File No. 1-10147).
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits
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See Exhibit Index on Page 5.
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SIGNATURES
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THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dayton, State of Ohio, on
October 17, 1994.
THE REYNOLDS AND REYNOLDS COMPANY
By /s/ DAVID R. HOLMES
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David R. Holmes, Chairman of the Board,
President and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David R. Holmes and Adam M. Lutynski,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all future amendments to this
Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and things and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virture
herof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date(s) indicated.
/S/ DAVID R. HOLMES
- ---------------------------------------------------------- October 17, 1994
David R. Holmes, Chairman of the Board, President
and Chief Executive Officer (Principal Executive Officer)
and Director
/S/ DALE L. MEDFORD
- ---------------------------------------------------------- October 17, 1994
Dale L. Medford, Vice President, Corporate Finance
and Chief Financial Officer (Principal Financial
and Accounting Officer) and Director
/S/ JOSEPH N. BAUSMAN
- ---------------------------------------------------------- October 17, 1994
Joseph N. Bausman, President, Computer Systems Division
and Director
/S/ DR. DAVID E. FRY
- ---------------------------------------------------------- October 17, 1994
Dr. David E. Fry, Director
/S/ RICHARD H. GRANT, JR.
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Richard H. Grant, Jr. Chariman of the Steering Committee
and Director
/S/ RICHARD H. GRANT, III
- ---------------------------------------------------------- October 17, 1994
Richard H. Grant, III, Senior Vice President International,
Computer Systems Division and Director
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/S/ ROBERT C. NEVIN
- ---------------------------------------------------------- October 17, 1994
Robert C. Nevin, President, Business Forms Division
and Director
/S/ GAYLE B. PRICE, JR.
- ---------------------------------------------------------- October 17, 1994
Gayle B. Price, Jr., Director
/S/ WILLIAM H. SEALL
- ---------------------------------------------------------- October 17, 1994
William H. Seall, Director
/S/ KENNETH W. THIELE
- ---------------------------------------------------------- October 17, 1994
Kenneth W. Thiele, Director
/S/ MARTIN D. WALKER
- ---------------------------------------------------------- October 17, 1994
Martin D. Walker, Director
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EXHIBIT INDEX
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Document
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(5) Opinion of Coolidge, Wall, Womsley & Lombard regarding legality of
securities*
(15) Letter in lieu of Consent by Deloitte & Touche LLP*
(23) (a) Consent of Deloitte & Touche LLP, Independent Public Accountants*
(23) (b) Consent of Coolidge, Wall, Womsley & Lombard (incorporated by
reference to Exhibit 5 hereto)
* Filed herein
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EXHIBIT 5
October 14, 1994
The Reynolds and Reynolds Company
115 South Ludlow Street
Dayton, Ohio 45402
Gentlemen:
As general counsel for The Reynolds and Reynolds Company (the "Company"), we
are familiar with the Amended Articles of Incorporation of the Company under
the laws of the State of Ohio, its Consolidated Code of Regulations, and the
respective actions taken by the Shareholders and by the Board of Directors in
connection therewith, and all subsequent corporate proceedings with respect
thereto.
In addition, we are familiar with the preparation of the Form S-8 Registration
Statement currently being filed with the Securities and Exchange Commission
registering 2,423,520 Class A Common Shares, $0.625 par value, of the Company
("Common Shares"), reserved for issuance in connection with the exercise of
options granted under the Company's Stock Option Plan - 1989, (the "1989
Plan").
We are also acquainted with the business activities of the Company and have
examined corporate minute books, records and such other documents as we have
deemed necessary in order to render to you the following opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly organized and is a validly existing corporation
in good standing under the laws of the State of Ohio.
2. The issuance of the 2,423,520 Common Shares has been validly authorized by
all necessary corporate action on the part of the Company, and when
certificates therefor have been duly executed and delivered against payment of
the option prices for said shares, as set forth in the respective option
agreements therefor, such shares will be duly and validly issued, fully paid
and nonassessable.
We hereby consent to the references to our firm in the referenced Registration
Statement and to the use of this opinion as an exhibit to such Registration
Statement.
Very truly yours,
Coolidge Wall Womsley & Lombard
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EXHIBIT 15
The Reynolds and Reynolds Company
115 S. Ludlow Street
Dayton, Ohio 45402
We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of The Reynolds and Reynolds Company and subsidiaries for the
periods ended December 31, 1993, March 31, 1994 and June 30, 1994, as indicated
in our reports dated February 4, 1994, May 6, 1994 and August 10, 1994,
respectively; because we did not perform an audit, we expressed no opinion on
that information.
We are aware that our reports referred to above, which were included in your
Quarterly Reports on Form 10-Q for the quarters ended December 31, 1993,
March 31, 1994 and June 30, 1994, are incorporated by reference in this
Registration Statement on Form S-8.
We also are aware that the aforementioned reports, pursuant to Rule 436(c)
under the Securities Act of 1933, are not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.
DELOITTE & TOUCHE LLP
Dayton, Ohio
October 7, 1994
7
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EXHIBIT 23 (A)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
The Reynolds and Reynolds Company on Form S-8 of our report dated November 15,
1993, which includes an explanatory paragraph concerning a change in the method
of accounting for postretirement benefits other than pensions in 1993 and a
change in the method of accounting for income taxes in 1992, appearing in the
Annual Report on Form 10-K of The Reynolds and Reynolds Company for the year
ended September 30, 1993, which is part of such Registration Statement.
DELOITTE & TOUCHE LLP
Dayton, Ohio
October 7, 1994
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