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Registration No. 33-____________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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 - 1995
(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)
(513) 443-2000
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
--------------------------------
<CAPTION>
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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 unit* price* tion fee*
- ---------- ---------- --------- ------- ---------
<S> <C> <C> <C> <C>
Class A 995,390 $26.6875 $26,564,470.62 $9,160.16
Common
Shares,
$.625 par
value
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<FN>
*Pursuant to Rule 457(h), the registration fee is computed upon the
basis of the average of the high and low prices of the registrant's Class A
Common Shares, $0.625 par value, on the New York Stock Exchange Composite Index
on September 20, 1996 as reported in THE WALL STREET JOURNAL.
</TABLE>
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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 Registrant's Annual Report on Form 10-K (including
financial statements together with the report of independent
auditors thereon) for the fiscal year ended September 30, 1995
(File Number 0-132).
(b)(1) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended December 31, 1995 (File Number 0-132).
(b)(2) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1996 (File Number 0-132).
(b)(3) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1996 (File Number 0-132).
(b)(4) The Registrant's Current Report on Form 8-K filed June 3, 1996
(File No. 0-132).
(b)(5) The Registrant's Amendment No. 1 to Current Report on Form 8-K
filed August 2, 1996 (File Number 0-132).
(c)(1) The "Description of Registrant's Securities to be Registered"
on pages 2 and 3 of the Registrant'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 Registrant's Registration
Statement on Form 8-A which was filed on May 8, 1991 (File No.
1-10147).
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 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 6. Indemnification of Directors and Officers
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Pursuant to Section 1701.13(E) of the Ohio Revised Code, the Registrant
is permitted to indemnify any director, officer, employee or agent of the
Registrant 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 Registrant 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 Registrant, 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 Registrant against actual and reasonable
expenses in connection therewith.
Article Ninth of the Registrant's Amended Articles of Incorporation
provides that, as more specifically set forth in the Registrant's Consolidated
Code of Regulations, the Registrant may provide to any director, officer, other
employee or agent of the Registrant or any person who serves at the request of
the Registrant 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 Registrant's Consolidated
Code of Regulations provides for indemnification of directors, officers and
employees of the Registrant, and persons who, at the request of the Registrant,
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 Registrant, 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 Registrant 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 Registrant 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 8. Exhibits
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See Exhibit Index on page 5.
2
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Item 9. Undertakings
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(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 registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated 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.
3
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SIGNATURES
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 September 25, 1996.
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)
POWER OF ATTORNEY
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 virtue hereof.
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.
<TABLE>
<CAPTION>
<S> <C>
/S/ DAVID R. HOLMES September 25, 1996
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David R. Holmes, Chairman of the Board, President
and Chief Executive Officer (Principal Executive Officer) and Director
/S/ DALE L. MEDFORD September 25, 1996
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Dale L. Medford, Vice President, Corporate Finance
and Chief Financial Officer (Principal Financial and Accounting Officer) and Director
/S/ JOSEPH N. BAUSMAN September 25, 1996
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Joseph N. Bausman, President, Automotive Systems Division and Director
/S/ DR. DAVID E. FRY September 25, 1996
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Dr. David E. Fry, Director
/S/ RICHARD H. GRANT, III September 25, 1996
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Richard H. Grant, III, Director
/S/ ROBERT C. NEVIN September 25, 1996
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Robert C. Nevin, President, Business Systems Division and Director
/S/ KENNETH W. THIELE September 25, 1996
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Kenneth W. Thiele, Director
/S/ MARTIN D. WALKER September 25, 1996
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Martin D. Walker, Director
</TABLE>
4
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EXHIBIT INDEX
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Document
- --------
(4)(a) Specimen Certificate for Class A Common Shares
($.625 par value) of the Registrant Incorporated by
reference to Exhibit (4)(c) to the Registrant's
Registration Statement On Form S-8 filed with the
Securities and Exchange Commission on March 4, 1992
(Registration Statement No. 33-46222).
(4)(b) Amended and Restated Articles of Incorporation of
the Registrant, incorporated by Reference to Exhibit
A to the Registrant's definitive proxy statement
dated January 5, 1995, and filed with the Securities
and Exchange Commission.
(4)(c) Consolidated Code of Regulations of the Registrant,
incorporated by reference to Exhibit B to the
Registrant'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 Registrant'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
regarding legality of securities*
(15) Letter re: unaudited interim financial information*
(23)(a) Consent of Deloitte & Touche LLP, Independent
Auditors*
(23)(b) Consent of Coolidge, Wall, Womsley & Lombard
(incorporated by reference to Exhibit 5 hereto)
(24) Inapplicable
(99) Inapplicable
* Filed herein
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EXHIBIT 5
September 25, 1996
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 995,390 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 - 1995, (the "1995 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 995,390 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,
/s/ Coolidge, Wall, Womsley & Lombard
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EXHIBIT 15
The Reynolds and Reynolds Company
115 S. Ludlow Street
Dayton, OH 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
period ended December 31, 1995, as indicated in our report dated February 12,
1996; because we did not perform an audit, we expressed no opinion on that
information.
We are aware that our report referred to above, which was included in your
Quarterly Report on Form 10-Q for the quarter ended December 31, 1995, 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
September 20, 1996
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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 10,
1995, which includes an explanatory paragraph concerning a change in the method
of accounting for post-retirement benefits other than pensions in 1993
appearing in the Annual Report on Form 10-K of The Reynolds and Reynolds
Company for the year ended September 30, 1995.
DELOITTE & TOUCHE LLP
Dayton, Ohio
September 20, 1996
