<PAGE> 1
As filed with the Securities and Exchange Commission on December 11, 1997
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>
- --------------------------------------------------------------------------------------------------------------
Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered offering price per aggregate offering registration fee*
registered unit* price
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Shares 1,618 shares $19.03125 $30,792.56 $9.33
No par value
- ---------------------------------------------------
<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 no par value, on the New York Stock
Exchange on December 9, 1997, 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
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> 2
THE REYNOLDS AND REYNOLDS COMPANY
115 SOUTH LUDLOW STREET
DAYTON, OHIO 45402
(937) 485-2000
1,618 Class A Common Shares
(No par value)
PROSPECTUS
This Prospectus covers the resale of 1,618 Class A Common Shares, no 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 Peter M. Wilson (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 9,
1997, the reported high and low sale prices of the Class A Common Shares on the
NYSE were $19.1875 and $18.875 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 11, 1997.
<PAGE> 3
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).
(b)(1) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended December 31, 1996 (File Number 0-132).
(b)(2) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1997 (File Number 0- 132).
(b)(3) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1997 (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 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.
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<PAGE> 4
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 June 15, 1995, the Company acquired from Dealer Internet Services
Corporation., a Washington corporation ("DISC"), substantially all of the assets
of DISC. 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
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. 33-61725 filed with the Commission on August 10, 1995. Resales of
the Class A Common Shares of the Company received in exchange for the Selling
Shareholders right to receive any additional consideration 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
DECEMBER 9 ,1997 ACCOUNT
<S> <C> <C> <C>
Peter M. Wilson(1) 19331 2nd Avenue 1,618 1,618
Seattle, WA 98177
- ---------------------------------------
<FN>
1 Peter M. Wilson has been the Business Development Manager of DISC since DISC
was incorporated in April, 1997. Mr. Wilson is now a manger for the Company.
</TABLE>
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 Selling Shareholders has exchanged his rights to any additional
consideration based upon the performance of the acquired business for 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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<PAGE> 5
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 $ 9
Accountants' fees and expenses $ 3,000
Legal fees and expenses $ 500
Financial printer fees $ 500
-------
Total $ 4,009
</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 7.
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.
(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.
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<PAGE> 6
(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.
5
<PAGE> 7
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 11, 1997.
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 11, 1997
David R. Holmes, Chairman of the Board, President
and Chief Executive Officer (Principal Executive Officer)
and Director
/s/ Dale L. Medford
- -------------------------------------------------------- December 11, 1997
Dale L. Medford, Vice President, Corporate Finance
and Chief Financial Officer (Principal Financial and
Accounting Officer) and Director
/s/ Joseph N. Bausman
- -------------------------------------------------------- December 11, 1997
Joseph N. Bausman, Director
/s/ Allan Z. Loren
- -------------------------------------------------------- December 11, 1997
Allan Z. Loren, Director
/s/ Robert C. Nevin
- -------------------------------------------------------- December 11, 1997
Robert C. Nevin, President, Automotive Division and
Director
/s/ Gayle B. Price, Jr.
- -------------------------------------------------------- December 11, 1997
Gayle B. Price, Jr., Director
/s/ Dr. David E. Fry
- -------------------------------------------------------- December 11, 1997
Dr. David E. Fry, Director
<PAGE> 8
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(1) Inapplicable
(2)(a) 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 Commission on August 10, 1995
(Registration No. 33-6725).
(2)(b) Agreement dated November 24, 1997 between The Reynolds and
Reynolds Company and Peter M. Wilson.*
(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 regarding legality of securities*
(8) Inapplicable
(12) Inapplicable
(15) Inapplicable
(23) Consent of Deloitte & Touche LLP, independent auditors*
(24) Inapplicable
(25) Inapplicable
(26) Inapplicable
(27) Inapplicable
(99) Inapplicable
- -----------------------------------------
* Filed herein.
7
<PAGE> 1
Exhibit (2)(b)
AGREEMENT
---------
THE REYNOLDS AND REYNOLDS COMPANY ("REYNOLDS") and PETER M. WILSON
("WILSON") agree as follows:
RECITALS
--------
Reynolds, Wilson, Dealer Internet Services Corporation (the "COMPANY"),
Crown Motors, Inc., Rood Motors, Inc. and Martin S. Rood entered into an
acquisition agreement dated June 15, 1995 (the "ACQUISITION AGREEMENT"). Among
other things, the Acquisition Agreement provided for payment to Company of
certain "Contingent Payments" if certain conditions were met.
Wilson held 5% of the outstanding common stock of the Company as of the
date of the Acquisition Agreement. Subsequent to that date, the Company
dissolved and Wilson succeeded to a pro-rata portion of the Company's rights
under the Acquisition Agreement, including the right to receive the Contingent
Payments, if any, that may become due to the Company.
Wilson desires to exchange his rights to any Contingent Payments and to
release and discharge Reynolds from all obligations under the Acquisition
Agreement in exchange for Reynolds' agreements and undertakings in this
Agreement. Reynolds' desires to accept such exchange on the terms and conditions
set forth in this Agreement.
1. RELEASE FROM FURTHER ACQUISITION AGREEMENT Obligations. In
consideration of the promises and obligations of Reynolds under this
Agreement, Wilson hereby waives and forever releases and discharges
Reynolds from any obligations arising out of or related to the
Acquisition Agreement, whether the performance of such obligations is
past due or currently due or may become due, including, without
limitation, the obligation to pay any Contingent Payments. In
consideration of the promises and obligations of Wilson under this
Agreement, Reynolds hereby waives and forever releases and discharges
Wilson from any obligations arising out of or related to the
Acquisition Agreement, whether performance of such obligations is past
due or currently due or may become due.
2. GENERAL RELEASE. In further consideration of the promises and
obligations of Reynolds under this Agreement, and except as to the
rights and obligations created by this Agreement and by the Employment
Agreement between Wilson and Reynolds dated June 15, 1995, Wilson on
behalf of himself and his marital community hereby releases, acquits
and forever discharges Reynolds and its respective owners,
shareholders, partners, joint venturers, directors, officers,
attorneys, insurance carriers, underwriters, agents, employees,
subsidiaries, affiliates, affiliate corporations, spouses, heirs,
executors, administrators, representatives, predecessors, successors
and assigns, and each and all of them (collectively, the "Releasees"),
of and from any and all claims, demands, damages, liens, suits,
actions, agreements, contracts, covenants, obligations, payments,
debts, judgments, orders and liabilities and causes of action of
whatsoever kind, nature or description, whether arising in law or
equity, or upon contract or tort, or under foreign, state or federal
law or laws, or under common law, or otherwise, whether known or
unknown, which Wilson either has had, now has or may claim to have
against the Releasees, and each and all of them including without
limitation any claim for damages sustained or alleged to have been
sustained or which could have been alleged to have been sustained
relating to economic damages, general damages, special damages,
consequential damages, attorney's fees and costs of suit.
3. ADDITIONAL CONSIDERATION TO WILSON. Within fifteen (15) days after the
date of this Agreement, Reynolds shall issue to Wilson a total of 1,618
shares of Reynolds Class A common stock (the "REYNOLDS SHARES"). When
issued, the Reynolds Shares will be duly and validly authorized and
issued, fully paid and nonassessable and covered by an effective
listing application with the New York Stock Exchange. Reynolds shall,
at its expense, prepare and file with the Securities and Exchange
Commission a registration statement and any necessary amendments
thereto (including post-effective amendments thereto or supplements to
any prospectus contained therein) relating to the resale of the
Reynolds Shares and will use its best efforts to cause such
registration statement and prospectus to become effective as soon as
possible following the date of this Agreement and to remain effective
for a period of not less than two (2) years from the date of this
Agreement. Wilson will cooperate with Reynolds and provide such
8
<PAGE> 2
information in connection with any registration statement, prospectus
or other document reasonably required by Reynolds in the performance of
its obligations under this Section 3.
4. WILSON REPRESENTATIONS AND WARRANTIES. Wilson represents and warrants
to Reynolds that:
(a) Wilson is acquiring Reynolds Shares for investment purposes
only and without a view to any resale thereof until such time
as such resale has been registered (or exemptions from
registration perfected) under the Securities Act of 1933, as
amended, and all applicable state securities laws, and Wilson
will not sell, encumber, dispose or otherwise transfer any
right or interest in the Reynolds Shares, whether voluntarily,
by gift, operation of law, testamentary disposition or
otherwise, unless such transfer has been registered (or an
exemption from registration has been perfected) under all
applicable federal and state securities laws.
(b) Wilson is an experienced investor and is aware of the risks
inherent in an investment in the Reynolds Shares.
(c) Wilson has had access to such information about Reynolds and
its operations as he deems necessary to evaluate fully an
investment in the Reynolds Shares and Wilson is relying solely
on information provided by his advisors and information
publicly available regarding Reynolds and its operations and
not on any statement of or information supplied by any
employee, agent, contractor or representative of Reynolds.
(d) Wilson is a resident of the state of Washington.
5. MISCELLANEOUS. This Agreement contains the entire agreement of the
parties with respect to its subject matter and supersedes any prior or
contemporaneous written or oral agreement between the parties with
respect to such subject matter. This Agreement may only be amended by a
writing signed by the parties. If any provision of this Agreement is
deemed valid or unenforceable, such invalidity or unenforceability
shall not affect the other provisions of this Agreement, and this
Agreement shall be enforced as if such invalid or unenforceable
provisions were omitted. This Agreement shall be construed and enforced
in accordance with the laws of the state of Washington without regard
to applicable conflicts of laws principles. This Agreement may be
executed in one or more counterparts, each of which shall constitute an
original.
The parties have executed this Agreement as of the 24th day of
November, 1997.
THE REYNOLDS AND REYNOLDS COMPANY
By: /s/ Doug Ventura
-----------------------------------
Title: Associate General Counsel &
Assistant Secretary
--------------------------------
/s/ Peter M. Wilson
---------------------------------------
Peter M. Wilson
9
<PAGE> 1
Exhibit (5)
December 11, 1997
Gentlemen:
As Assistant General Counsel and Assistant Secretary for The Reynolds and
Reynolds Company (the "Company"), I am 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, I am familiar with the preparation of the Form S-3 Registration
Statement currently being filed with the Securities and Exchange Commission.
I am also acquainted with the business activities of the Company and have
examined corporate minute books, records and such other documents as I have
deemed necessary in order to render to you the following opinion.
Based upon the foregoing, I am 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 December 9, 1997, the 1,618 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.
Very truly yours,
/s/ Doug M. Ventura
- ------------------------
Doug M. Ventura
10
<PAGE> 1
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
relating to the 1,618 Class A Common Shares 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
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Deloitte & Touche LLP
Dayton, Ohio
December 4, 1997
11
