<PAGE> 1
As filed with the Securities and Exchange Commission on August 18, 1995
-----------------------------------------------------
Registration No. 33-61725
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE REYNOLDS AND REYNOLDS COMPANY
(Exact name of registrant as specified in its charter)
Ohio
(State or other jurisdiction of incorporation or organization)
31-0421120
(I.R.S. Employer Identification No.)
115 South Ludlow Street
Dayton, Ohio 45402
(513) 443-2000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
ADAM M. LUTYNSKI, ESQ.
The Reynolds and Reynolds Company
115 South Ludlow Street
Dayton, Ohio 45402
(513) 443-2000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of the Registration Statement
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If the Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Security Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the
same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.
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THE REYNOLDS AND REYNOLDS COMPANY
115 SOUTH LUDLOW STREET
DAYTON, OHIO 45402
(513)443-2000
63,840 Class A Common Shares
($.625 par value)
PROSPECTUS
This Prospectus covers the resale of 63,840 Class A Common Shares,
$.625 par value ("Shares"), of The Reynolds and Reynolds Company (the
"Company"), from time to time on the New York Stock Exchange or in the over-the
counter market at prices current at the time of sale by Dealer Internet
Services Corporation, a Washington corporation ("DISC"), Martin S. Rood and
Peter M. Wilson (collectively, the "Selling Shareholders"). See "SELLING
SHAREHOLDERS." The Shares include rights to purchase from the Company a unit
consisting of one one-thousandth of a share of the Company's Series A
Participating Preferred Shares, without par value, at a price of $80, subject
to adjustments under certain circumstances (individually, a "Right" and
collectively, the "Rights"). Since May 17, 1991, the Company issues one Right
with each Class A Common Share that becomes outstanding. The Selling
Shareholders hereunder have not entered into any arrangement or agreements with
any broker or dealer for the offering or sale of the Shares. In any
transaction, a Selling Shareholder may be deemed an "underwriter" as defined in
the Securities Act of 1933, as amended. The Company will receive no part of
the proceeds of any such resales.
The Shares are traded on the New York Stock Exchange ("NYSE"). On August 16,
1995, the reported high and low sale prices of the Class A Common Shares on the
NYSE were $30.875 and $30.75 per share.
No person has been authorized in connection with this offering to give any
information or to make any representations, other than as contained in this
Prospectus and, if given or made, such information or representations must not
be relied upon. This Prospectus is not an offer or solicitation in any
jurisdiction to any person to whom such offer may not lawfully be made.
Neither the delivery of this Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no change
in the affairs of the Company since the date hereof.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
_________________________
The date of this Prospectus is August , 1995.
--
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith, files reports,
proxy and information statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy and information
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the Commission's
regional offices at 500 West Madison Street, Suite 1400, Chicago, Illinois
60661, and at 7 World Trade Center, Suite 1300, New York, New York 10048; and
copies of such material can be obtained at prescribed rates from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549. The Company's Class A Common Shares are listed on the New York Stock
Exchange and reports, proxy and information statements and other information
concerning the Company can be inspected at such exchange at 20 Broad Street,
New York, New York 10005.
A Registration Statement on Form S-3 under the Securities Act of 1933, as
amended, has been filed by the Company with the Commission with respect to the
Shares. This Prospectus does not contain all the information set forth in such
registration statement, amendments thereto and exhibits thereto which the
Company has filed with the Commission. For further information with respect to
the Company and the securities to which this Prospectus relates, reference is
made to such Registration Statement including the exhibits thereto.
The Company's principal executive offices are located at 115 South Ludlow
Street, Dayton, Ohio 45402, and its telephone number at that address is
513/443-2000.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, all of which have been filed with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"),
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, 1994
(File No. 0-132).
(b)(1) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended December 31, 1994 (File No. 0-132).
(b)(2) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1995 (File No. 0-132).
(b)(3) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30,1995 (File No. 0-132).
(b)(4) The Company's Current Report on Form 8-K which was filed on July 17,
1995 (File No. 0-132).
(b)(5) The Company's Current Report on Form 8-K which was filed on July 19,
1995 (File No. 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 1934 Act, subsequent to the date of this Prospectus and prior to
the termination of the offering of the Shares hereunder, shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing of any such document. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified by or superseded for purposes of this Prospectus to the extent
that a statement
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contained herein or in any other 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 Prospectus.
A copy of any document or part thereof incorporated by reference in the
registration statement of which this Prospectus constitutes a part (not
including exhibits to the information that is incorporated by reference unless
such exhibits are specifically incorporated by reference into the information
that the registration statement incorporates) shall be provided without charge
to each person, including any beneficial owner, to whom a copy of this
Prospectus is delivered, upon written or oral request made to the Company at
115 South Ludlow Street, Dayton, Ohio 45402, Attention: General Counsel and
Secretary, (513) 443-2000.
SELLING SHAREHOLDERS
On June 15, 1995, the Company acquired from Dealer Internet Services
Corporation, a Washington corporation ("DISC"), substantially all of the assets
of DISC. The purchase price for such assets was paid by the Company in Class A
Common Shares, resales of which are, to the extent disclosed in the table
below, covered by this Prospectus.
The Selling Shareholders named herein have informed the Company that they
desire to be in a position to sell the Shares set forth opposite their names
from time to time on the NYSE or in the over-the-counter market at prices
current at the time of sale. The Selling Shareholders have not entered into
any arrangements or agreements with any broker or dealer for the offering or
sale of the Shares.
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF
SHARES OWNED SHARES TO BE
AS OF OFFERED FOR OWNER'S
JULY 27, 1995 1 ACCOUNT 1
<S> <C> <C> <C>
Dealer Internet 21000 Highway 99
Services Corporation2 Lynnwood, WA 98046-5908 63,840 63,840
Martin S. Rood2,3 15562 Lake Shore Boulevard N.E.
Lake Forest Park, WA 98155-6700 0 0
Peter M. Wilson2,4 19331 2nd Avenue N.W.
Seattle, WA 98177 0 0
---------------------------------
<FN>
1 Certain of those Shares are subject to escrow provisions and may not
be sold until released from such escrow arrangements in the future.
2 DISC is wholly owned by Martin S. Rood and Peter M. Wilson. Shares
owned by DISC are expected to be distributed by such entity to such persons and
such persons are listed above as Selling Shareholders. This Prospectus covers
resales by such persons.
3 Martin S. Rood has been President and Chief Executive Officer of
DISC since DISC was incorporated in April, 1994. Mr. Rood now serves as a
Director for the Company.
4 Peter M. Wilson has been Business Development Manager of DISC since
DISC was incorporated in April, 1994. Mr. Wilson is now a manager for the
Company.
</TABLE>
3
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RECENT DEVELOPMENTS
On June 15, 1995 the Company purchased substantially all of the assets and
assumed certain of the liabilities of DISC. DISC was engaged in the design,
creation and coding of commercial content which was either included in a
database of text and images known as "Dealernet" or utilized by the customer in
some other manner. The purchase price for the DISC assets was $1,850,000, plus
the assumption of certain liabilities, plus a contingent future right to
receive additional consideration based upon the performance of the acquired
business. The negotiated purchase price was paid by delivery of 63,840 shares.
A total of 7,980 Shares was deposited into an escrow fund as security for the
obligations of DISC to indemnify the Company from certain losses and to pay the
amount of any purchase price adjustment based upon the balance sheet for the
acquired assets and assumed liabilities as of June 15, 1995.
EXPERTS
The financial statements and the related financial statement schedules
incorporated in this Prospectus by reference from the Company's Annual Report
on Form 10-K have been audited by Deloitte & Touche LLP, independent auditors,
as stated in their report, which is incorporated herein by reference, and have
been so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
With respect to the unaudited interim financial information for the
periods ended December 31, 1994, March 31, 1995 and June 30, 1995, which is
incorporated herein by reference, Deloitte & Touche LLP have applied limited
procedures in accordance with professional standards for a review of such
information. However, as stated in their reports included in the Company's
Quarterly Report on Form 10-Q for the quarters ended December 31, 1994, March
31, 1995 and June 30, 1995, and incorporated by reference herein, they did not
audit and they do not express an opinion on that interim financial information.
Accordingly, the degree of reliance on their reports on such information should
be restricted in light of the limited nature of the review procedures applied.
Deloitte & Touche LLP are not subject to the liability provisions of Section 11
of the Securities Act of 1933 for their reports on the unaudited interim
financial information because those reports are not "reports" or a "part" of
the Registration Statement prepared or certified by an accountant within the
meaning of Sections 7 and 11 of the Act.
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INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
An estimate of such expenses, none of which shall be borne by the Selling
Shareholders, is as follows:
<TABLE>
<S> <C>
Registration fee - Securities and Exchange Commission $ 677
Accountants' fees and expenses $ 3,000
Legal fees and expenses $ 6,000
Financial printer fees $ 500
Total $10,177
</TABLE>
The Selling Shareholders shall bear brokerage fees incurred in connection with
the resale of the registered securities, as well as any federal or state income
taxes on the proceeds of any such resale.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Section 1701.13(E) of the Ohio Revised Code, the Company is
permitted to indemnify any director, officer, employee or agent of the Company
against costs and expenses incurred in connection with any action, suit or
proceeding brought against any such person by reason of his having served the
Company in such capacity, provided that he meets certain "good faith" tests
provided by law, and provided further that, with respect to suits brought on
behalf of the Company, he is not adjudged to be liable for negligence or
misconduct unless the relevant court finds indemnification to be nevertheless
appropriate in view of all the circumstances. The statute also provides that
in the event an officer or director has been successful on the merits in
defense of any such action, suit or proceeding, such officer or director shall
be indemnified by the Company against actual and reasonable expenses in
connection therewith.
Article Ninth of the Company's Amended Articles of Incorporation provides that,
as more specifically set forth in the Company's Consolidated Code of
Regulations, the Company may provide to any director, officer, other employee
or agent of the Company or any person who serves at the request of the Company
as a director, trustee, other employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, the maximum
indemnification permitted under Section 1701.13(E) of the Ohio Revised Code,
including amendments thereto, or any comparable provisions of any future Ohio
statute.
Paragraph B of Section 1 of Article IX of the Company's Consolidated Code of
Regulations provides for indemnification of directors, officers and employees
of the Company, and persons who, at the request of the Company, act as a
director, trustee, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
actually and reasonably incurred in connection with any action as to which he
was or is or may be made a party by reason of his acting in such capacity,
involving a matter as to which it shall be determined, as provided therein,
that he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Company, and, with respect to any
criminal matter or proceeding, in addition, that he had no reasonable cause to
believe that his conduct was unlawful; provided, however, that in the case of
an action by or in the right of the Company to procure a judgment in its favor,
no such indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged liable for negligence or
misconduct in the performance of his duty to the Company unless, and only to
the extent that, the Court of Common Pleas or other court where such action was
brought shall determine such indemnification to be proper.
ITEM 16. EXHIBITS
See Exhibit Index on page 8.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act
of 1933;
(ii) To reflect in the Prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement; and
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the
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registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that
areincorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Pre-Effective
Amendment No. 1 to Registration Statement No. 33-61725 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Dayton,
State of Ohio, on August 17, 1995.
THE REYNOLDS AND REYNOLDS COMPANY
By /s/ David R. Holmes
_____________________________________
David R. Holmes, Chairman of the Board,
President and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective
Amendment No. 1 to Registration Statement No. 33-61725 has been signed by
the following persons in the capacities and on the dates indicated.
/s/ David R. Holmes
-------------------------------------- August 17, 1995
David R. Holmes, Chairman of the Board,
President and Chief Executive Officer
(Principal Executive Officer)
and Director
/s/ Dale L. Medford
-------------------------------------- August 17, 1995
Dale L. Medford, Vice President,
Corporate Finance and Chief Financial
Officer (Principal Financial and
Accounting Officer) and Director
* * * * * *
Joseph N. Bausman, President, Automotive Systems Division and Director
Dr. David E. Fry, Director
Richard H. Grant, Jr., Chairman of the Steering Committee and Director
Richard H. Grant, III, Director
Robert C. Nevin, President, Business Forms Division and Director
Gayle B. Price, Jr., Director
Kenneth W. Thiele, Director
Martin D. Walker, Director
The undersigned, by signing his name hereto, executes this Pre-Effective
Ammendment No. 1 to Registration Statement No. 33-61725 pursuant to Powers of
Attorney executed by the above-named directors and filed with the Securities
and Exchange Commission.
/s/ Adam M. Lutynski August 17, 1995
------------------------------
Adam M. Lutynski,
Their Attorney-in-Fact
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<TABLE>
EXHIBIT INDEX
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
(1) Inapplicable
(2) Acquisition Agreement dated June 15, 1995 among The Reynolds and Reynolds Company, Rood
Motors, Inc., Crown Motors, Inc., Dealer Internet Services Corporation, Martin S. Rood, and
Peter M. Wilson incorporated by reference to Exhibit (2) to the Company's Registration
Statement on Form S-3 filed with the Securities and Exchange Comission on August 10, 1995
(Registration No. 33-61725).
(4)(a) Specimen Certificate for Class A Common Shares ($.625 par value) of the Company incorporated
by reference to Exhibit (4)(c) to the Company's Registration Statement on Form S-8 filed
with the Securities and Exchange Commission on March 4, 1992 (Registration No. 33-46222).
(4)(b) Amended and Restated Articles of Incorporation of the Company, incorporated by reference to
Exhibit A to the Company's definitive proxy statement dated January 5, 1995, and filed with
the Securities and Exchange Commission.
(4)(c) Consolidated Code of Regulations of the Company, incorporated by reference to Exhibit B to
the Company's definitive proxy statement dated January 8, 1990, and filed with the
Securities and Exchange Commission.
(4)(d) Shareholder Rights Plan incorporated by reference to Exhibit 1 to the Company's Form 8-A
(File No. 1-10147), which was adopted on May 6, 1991, and filed with the Securities and
Exchange Commission on May 8, 1991.
(5) Opinion of Coolidge, Wall, Womsley & Lombard Co., L.P.A., regarding legality of securities
incorporated by reference to Exhibit (5) to the Company's Registration Statement on Form S-3 filed with
the Securities and Exchange Comission on August 10, 1995 (Registration No. 33-61725).
(8) Inapplicable
(12) Inapplicable
(15) Letter on interim financial information*
(23)(a) Consent of Coolidge, Wall, Womsley & Lombard (incorporated by reference to Exhibit 5
hereto).
(23)(b) Consent of Deloitte & Touche LLP, independent auditors*
(24) Power of Attorney, incorporated by refrence to the signature pages to the Company's Registration
Statement on Form S-3 filed with the Securities Exchange Comission on August 10, 1995 (Registration
No. 33-61725).
(25) Inapplicable
(26) Inapplicable
(27) Inapplicable
(28) Inapplicable
(99) Inapplicable
_________________________________________
<FN>
* Filed herein.
</TABLE>
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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, 1994, and March 31, 1995, as indicated in our reports
dated February 7, 1995 and May 31, 1995; 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, 1994 and
March 31, 1995, are incorporated by reference in this Registration Statement on
Form S-3.
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.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Dayton, Ohio
August 4, 1995
<PAGE> 1
EXHIBIT 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Pre-Effective
Amendment No. 1 to Registration Statement No. 033-61725 of The Reynolds and
Reynolds Company on Form S-3 of our report dated November 14, 1994, which
includes an explanatory paragraph concerning a change in the method of
accounting for post-retirement 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, 1994, and to the reference to us under the heading
"Experts" in the Prospectus, which is part of such Registration Statement.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Dayton, Ohio
August 11, 1995
