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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
THE REYNOLDS AND REYNOLDS COMPANY
(Exact name of registrant as specified in its charter)
OHIO 31-0421120
(State of Incorporation) (IRS Employee
Identification Number)
115 SOUTH LUDLOW STREET, DAYTON OHIO 45402
(Address of principal executive offices)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: (If applicable).
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Class A Common Shares, no par value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
NONE.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
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There hereby are registered Class A Common Shares, no par value, ("Class A
Common Shares"), of The Reynolds and Reynolds Company, hereinafter referred to
as the "Registrant" or the "Company." The Registrant has an authorized
capitalization of 240,000,000 Class A Common Shares, of which there were
92,274,747 Shares issued and outstanding (including 14,517,814 treasury shares)
as of September 30, 1998. All of the issued and outstanding shares are fully
paid and nonassessable.
Each holder of Class A Common Shares and Class B Common Shares is entitled
to one vote per share held of record. All Shares vote as a single class except
that, as required by law, shareholders vote separately by classes in the case of
certain proposed amendments to the Amended Articles of Incorporation or other
corporate actions having comparable significance. Ohio law provides for
cumulative voting with respect to the election of directors in the event that a
shareholder requests cumulative voting by written notice not less than
forty-eight (48) hours prior to the time fixed for the meeting at which
directors are to be elected.
The holders of Class A Common Shares and Class B Common Shares are entitled
to receive dividends when and as declared by the Board of Directors. No dividend
may be declared or paid on either class unless a dividend shall be
simultaneously declared and paid on both classes. Any dividend declared and paid
on Class A Common Shares shall be in a per share amount equal to twenty (20)
times the dividend simultaneously declared and paid on the Class B Common
Shares.
In the event of the liquidation of the Company, any distribution made with
respect to the Class A Common Shares shall be in a per share amount equal to
twenty (20) times the distribution made with respect to each Class B Common
Share.
Each Class B Common Share, may, at the option of the holder thereof, be
converted into 1/20th of a Class A Common Share. Class B Common Shares
surrendered for conversion are canceled and may not be reissued. All
outstanding Class B Common Shares are subject to an agreement under which they
may not, unless previously converted into Class A Common Shares, be transferred
to anyone except the wife, children and grandchildren of Richard H. Grant, Jr.
All outstanding Class B Common Shares are beneficially held by Richard H.
Grant, III, a Director of the Company. In the aggregate, Mr. Grant, III
beneficially holds Class A Common Shares and Class B Common Shares representing
approximately 20% of the voting power of the Company's outstanding capital
stock as of September 30, 1998. Neither class of the Company's capital stock
has preemptive rights.
ITEM 2. EXHIBITS
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The following exhibits are filed as a part of this amended registration
statement:
(1) Amended Articles of Incorporation, Restatement effective February
9, 1995; incorporated by reference to Exhibit A of the Company's
definitive proxy statement dated January 5, 1995 filed with the
Securities and Exchange Commission.
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(2) Amendment to the Company's Amended and Restated Articles of
Incorporation effective April 25, 1997 and filed herein as
Exhibit 2.
(3) Shareholder Rights Plan incorporated by reference to Exhibit I 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.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this amended Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
THE REYNOLDS AND REYNOLDS COMPANY
/s/ David R. Holmes
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David R. Holmes, Chairman of the Board,
President and Chief Executive Officer.
Dated: October 19, 1998
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EXHIBIT 2
AMENDMENT TO THE
AMENDED ARTICLES OF INCORPORATION OF
THE REYNOLDS AND REYNOLDS COMPANY
EFFECTIVE APRIL 25, 1997
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CERTIFICATE OF AMENDMENT
TO AMENDED ARTICLES OF INCORPORATION
OF
THE REYNOLDS AND REYNOLDS COMPANY
David R. Holmes, Chairman of the Board, President and Chief Executive
Officer, and Adam M. Lutynski, Secretary, of The Reynolds and Reynolds Company,
an Ohio corporation (the "Corporation"), do hereby certify that at a meeting of
the shareholders of the Corporation duly called and held on February 13, 1997,
the following resolutions were adopted by the affirmative vote of the holders
of shares entitling them to exercise 85.87% of the voting power of the
corporation, with Class A Common Shares and Class B Common Shares voting as a
single class:
RESOLVED, that Article FOURTH, Section 1 of the Amended Articles of
Incorporation of THE REYNOLDS AND REYNOLDS COMPANY (the "Corporation")
be, and hereby is, amended (i) to increase the number of authorized
Class A Common Shares from 120,000,000 to 240,000,000, and (ii) to
increase the number of authorized Class B Common Shares from 30,000,000
to 40,000,000.
FURTHER RESOLVED, that the Chairman of the Board, President and Chief
Executive Officer and the Secretary of this Corporation be, and they
hereby are, authorized and directed to take all action necessary to
implement the foregoing resolution, including, without limitation,
causing a Certificate of Amendment to Amended Articles of Incorporation
to be filed with the Ohio Secretary of State;
and the following resolutions were adopted by the affirmative vote of the
holders of 86.39% of issued and outstanding Class A Common Shares and 100.00% of
the issued and outstanding Class B Common Shares:
RESOLVED, that Article FOURTH, Section 1 of the Amended Articles of
Incorporation of the Corporation be, and hereby is, amended to
reclassify all Class A Common Shares and Class B Common Shares to "no
par value" shares;
FURTHER RESOLVED, that the Chairman of the Board, President and Chief
Executive Officer and the Secretary of this Corporation be, and
they hereby are, authorized and directed to take all action necessary
to implement the foregoing resolution, including, without limitation,
causing a Certificate of Amendment to Amended Articles of Incorporation
to be filed with the Ohio Secretary of State;
and that as a result of such votes, the shareholders approved the following
specific text for Article FOURTH, Section 1 of the Amended Articles of
Incorporation of the Corporation:
The total number of shares of capital stock that the Corporation is
authorized to issue is 340,000,000, divided into three classes as follows:
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(i) 240,000,000 Class A Common Shares, no par value (hereafter
referred to as "Class A Common Shares");
(ii) 40,000,000 Class B Common Shares, no par value (hereafter
referred to as "Class B Common Shares" and referred
collectively with the Class A Common Shares as "Common
Shares"); and
(iii) 60,000,000 Preferred Shares, no par value (hereafter referred
to as "Preferred Shares").
IN WITNESS WHEREOF, the above named officers, acting for and on behalf
of the Corporation, have executed this Certificate this 18th day of April, 1997.
By /s/ David R. Holmes
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David R. Holmes
Chairman of the Board, President
and Chief Executive Officer
By /s/ Adam M. Lutynski
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Adam M. Lutynski
Secretary
