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As filed with the Securities and Exchange Commission on October 23, 1998
Registration No. 333-12681
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO 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 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)
(937) 485-2000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Securities Amount to be Proposed maximum Proposed maximum Amount of registration
to be registered registered(1)(2) offering price per share(2) aggregate offering price(2) fee(2)
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<S> <C> <C> <C> <C>
Class A Common 995,390 $26.6875 $26,564,470.62 $9,160.16
Shares, no par value
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<FN>
1 Pursuant to Rule 429 promulgated under the Securities Act of 1933, the
Prospectus is a combined prospectus also relating to Registration Statement
Nos. 33-56045 and 33-65374.
2 No additional shares are being registered pursuant to this Post Effective
Amendment No. 1. A filing fee of $9,160.16 was submitted by the Registrant with
the filing of its Registration Statement No. 333-12681 on Form S-8. Pursuant to
Rule 457(h) promulgated under the Securities Act of 1933, the filing fee was
computed upon the basis of the average of the high and low prices of the
Registrant's Class A Common Shares 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 I
The prospectus contained in Registration Statement Nos. 33-56045 and
33-65374 on Form S-8 are hereby incorporated by reference.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K (including financial
statements together with the report of independent certified public
accountants thereon) for the fiscal year ended September 30, 1997.
(b)(1) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended December 31, 1997.
(b)(2) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1998.
(b)(3) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1998.
(c)(1) The "Description of Registrant's Securities to be Registered" on
page 2 of the Registrant's Amended Registration Statement on Form
8-A/A which was filed with the Securities and Exchange Commission
on October 20, 1998.
(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 became effective on May 8, 1991.
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
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superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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 of 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
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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 in
which such action was brought shall determine such indemnification to be proper.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT INDEX
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Document
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(4)(a) Specimen Certificate for Class A Common Shares of the Registrant
incorporated by reference to Exhibit (4)(c) to the Registrant's
Registration Statement on Form S-8, No. 33-46222, filed with the
Securities and Exchange Commission on March 4, 1992.
(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 the
amendment thereto effective April 25, 1997 incorporated by
reference to Exhibit 2 to the Registrant's Form 8A/A filed with
the Securities and Exchange Commission on October 20, 1998.
(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 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 filed with the Securities and Exchange Commission
with Registration Statement No. 333-12681 on September 25, 1996.
(15) Inapplicable.
(23)(a) Consent of Deloitte & Touche LLP*
(23)(b) Consent of Coolidge, Wall, Womsley & Lombard (incorporated by
reference to Exhibit 5 hereto).
(24) Power of Attorney*
(99) Inapplicable.
* denotes that the Exhibits are filed herein.
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ITEM 9. 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.
(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
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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 of 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
of the requirements for filing on Form S-8 and has duly caused this Post
Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Dayton,
State of Ohio, on October 23, 1998.
THE REYNOLDS AND REYNOLDS COMPANY
By: /s/ David R. Holmes
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David R. Holmes, Chairman of the Board,
President and Chief Executive Officer
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EXHIBIT 23(a)
CONSENT OF DELOITTE & TOUCHE LLP, DAYTON, OHIO
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Exhibit 23(a)
Independent Auditors' Consent
We consent to the incorporation by reference in this Post Effective
Amendment No. 1 to Registration Statement No. 333-12681 of The Reynolds and
Reynolds Company on Form S-8 of our report dated November 12, 1997, appearing in
the Annual Report on Form 10-K of The Reynolds and Reynolds Company for the year
ended September 30, 1997.
DELOITTE & TOUCHE LLP
/s/ Deloitte & Touche LLP
Dayton, Ohio
October 19, 1998
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EXHIBIT 24
POWER OF ATTORNEY
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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 Post
Effective Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the date(s) indicated.
/s/ David R. Holmes October 23, 1998
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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 October 23, 1998
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Dale L. Medford, Vice President, Corporate Finance and
Chief Financial Officer (Principal Financial and
Accounting Officer) and Director
/s/ David E. Fry October 23, 1998
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Dr. David E. Fry, Director
/s/ Richard H. Grant III October 23, 1998
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Richard H. Grant, III, Director
/s/ Richard H. Grant, Jr. October 23, 1998
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Richard H. Grant, Jr., Director
/s/ Gayle B. Price, Jr. October 23, 1998
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Gayle B. Price, Jr., Director
/s/ Martin D. Walker October 23, 1998
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Martin D. Walker, Director
/s/ James L. Arthur October 23, 1998
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James L. Arthur, Director
/s/ Allan Z. Loren October 23, 1998
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Allan Z. Loren, Director
/s/ Philip A. Odeen October 23, 1998
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Philip A. Odeen, Director
/s/ Donald K. Peterson October 23, 1998
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Donald K. Peterson, Director
/s/ Cleve L. Killingsworth, Jr. October 23, 1998
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Cleve L. Killingsworth, Jr., Director
