<PAGE> 1
As filed with the Securities and Exchange Commission on December 23, 1996
Registration No. 333-_____
--------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
(937) 485-2000
(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
(937) 485-2000
(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, please 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 Securities 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. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Title of each Amount to be Proposed maximum Proposed Amount of
class of registered offering price maximum registration
securities to be per unit* aggregate fee*
registered offering
price
- -----------------------------------------------------------------------------------------------
Class A Common Shares 44,220 shares $25.688 $1,135,923.36 $344.22
$.625 par value
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<FN>
* Calculated pursuant to Section 6 of the Securities Act of 1933, as amended,
and Rule 457(c) promulgated thereunder based upon the average of the high and
low prices of the Class A Common Shares $.625 par value, on the New York Stock
Exchange on December 20, 1996, as reported in The Wall Street Journal.
</TABLE>
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
<PAGE> 2
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said section
8(a), may determine.
<PAGE> 3
THE REYNOLDS AND REYNOLDS COMPANY
115 SOUTH LUDLOW STREET
DAYTON, OHIO 45402
(937) 485-2000
44,220 Class A Common Shares
($.625 par value)
PROSPECTUS
This Prospectus covers the resale of 44,220 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, Victor J. Osborne, Jr. and Steven A.
Thomas (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 December 20,
1996, the reported high and low sale prices of the Class A Common Shares on the
NYSE were $25.875 and $25.50 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 December __, 1996.
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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 Commission maintains a Web Site that contains reports, proxies and
information statements and other information regarding registrants that file
electronically with the Commission located at http://www.sec.gov. 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
937/485-2000.
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 independent auditors' report thereon)
for the fiscal year ended September 30, 1996 (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).
2
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(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 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, (937) 485-2000.
SELLING SHAREHOLDERS
On March 31, 1995, the Company acquired from Pioneer Systems, Inc., a Florida
corporation ("Pioneer"), substantially all of the assets of Pioneer. The
consideration for such assets was comprised of certain consideration paid at
closing and the potential for additional consideration paid subsequent to the
closing. All consideration for such assets was to be paid by the Company in
Class A Common Shares of the Company. The resales of the Class A Common Shares
of the Company received at the closing are covered by Registration Statement
No. 33-59617 on Form S-3 filed with the Commission on May 25, 1995. Resales of
the Class A Common Shares of the Company received subsequent to the closing
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
NOVEMBER 21, 1996 ACCOUNT
<S> <C> <C> <C>
Victor J. Osborne, Jr.(1) 38824 Columbia Avenue 22,110 22,110
Zephyrhills, FL 33540
Steven A. Thomas(2) 38747 Central Avenue 22,110 22,110
Zephyrhills, FL 33540
<FN>
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(1) Victor J. Osborne, Jr. was a Director and President of Pioneer for more than three years.
Victor J. Osborne, Jr. now serves as an Operations Manager for the Company.
(2) Steven A. Thomas was a Director and the Vice President and Secretary of Pioneer for more
than three years. Steven A. Thomas now serves as a General Manager for the Company.
</TABLE>
3
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RECENT DEVELOPMENTS
On March 31, 1995 the Company purchased substantially all of the assets and
assumed certain of the liabilities of Pioneer. Pioneer provided customized
service menu pricing guides to automobile dealerships. The purchase price for
the Pioneer assets was $900,000, plus the assumption of certain liabilities,
plus a contingent future right to receive additional consideration based upon
the performance of the acquired business. During the first period in which the
performance of the acquired business was measured, additional consideration was
earned. This additional consideration is to be paid by the delivery of the
shares.
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.
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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:
Registration fee - Securities and Exchange Commission $ 344
Accountants' fees and expenses $ 3,000
Legal fees and expenses $ 6,000
Financial printer fees $ 500
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Total $ 9,844
=======
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 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.
5
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(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.
6
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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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dayton, State of Ohio, on December 23, 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 thing 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
dates indicated.
/s/ David R. Holmes December 23, 1996
- ---------------------------------------------
David R. Holmes, Chairman of the Board,
President and Chief Executive Officer
(Principal Executive Officer) and Director
/s/ Dale L. Medford December 23, 1996
- ---------------------------------------------
Dale L. Medford, Vice President,
Corporate Finance and Chief Financial Officer
(Principal Financial and Accounting Officer)
and Director
/s/ Joseph N. Bausman December 23, 1996
- ---------------------------------------------
Joseph N. Bausman, President,
Automotive Systems Division and Director
/s/ Richard H. Grant, III December 23, 1996
- ---------------------------------------------
Richard H. Grant, III, Director
/s/ Robert C. Nevin December 23, 1996
- ---------------------------------------------
Robert C. Nevin, President,
Business Systems Division and Director
/s/ Gayle B. Price Jr. December 23, 1996
- ---------------------------------------------
Gayle B. Price, Jr., Director
7
<PAGE> 10
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(1) Inapplicable
(2) Acquisition Agreement dated March 31, 1995 among The
Reynolds and Reynolds Company; Pioneer Systems, Inc.;
Victor J. Osborne, Jr.; and Steven A. Thomas incorporated
by reference to Exhibit (2) to the Company's Registration
Statement on Form S-3 filed with the Securities and
Exchange Commission on May 25, 1995 (Registration No.
33-59617).
(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*
(8) Inapplicable
(12) Inapplicable
(15) Inapplicable
(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) Inapplicable
(25) Inapplicable
(26) Inapplicable
(27) Inapplicable
(28) Inapplicable
(99) Inapplicable
- ----------------------------------
* Filed herein.
8
<PAGE> 1
Exhibit (5)
December 23, 1996
The Reynolds and Reynolds Company
115 South Ludlow Street
Dayton, Ohio 45402
Gentlemen:
As 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-3 Registration
Statement currently being filed with the Securities and Exchange Commission.
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. As of November 21, 1996, the 44,220 Class A Common Shares proposed to
be sold by the Selling Shareholders, as defined in such Registration
Statement have been duly authorized and validly issued, and are fully
paid and nonassessable as described in such Registration Statement.
<PAGE> 2
The Reynolds and Reynolds Company
December 23, 1996
Page 2
We hereby consent to the references to our firm in the Registration Statement on
Form S-3 and in the Prospectus constituting a part thereof, and to the use of
this opinion as an exhibit to such Registration Statement.
Very truly yours,
/s/ Coolidge Wall Womsley & Lombard
<PAGE> 1
EXHIBIT 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
The Reynolds and Reynolds Company on Form S-3 of our report dated November 11,
1996 (November 19, 1996 as to Note 13) appearing in the
Annual Report on Form 10-K of The Reynolds and Reynolds Company for the year
ended September 30, 1996, 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
December 20, 1996
