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As filed with the Securities and Exchange Commission on August 13, 1999
Registration No. 333 -
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
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<TABLE>
<CAPTION>
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Title of Securities to be Amount to be Proposed maximum Proposed maximum Amount of registration
registered registered offering price per share(2) aggregate offering price(2) fee(3)
<S> <C> <C> <C> <C>
Class A Common 3,006,225 $22.31 $67,068,880 $18,645
Shares, no par value(1)
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</TABLE>
(1) Represents Class A Common Shares which are issuable pursuant to the exercise
of options granted under The Reynolds and Reynolds Company Stock Option Plan
- 1995.
(2) Pursuant to Rule 457(h), solely for the purpose of calculating the amount of
the registration fee. The average of the high and low prices reported on
the New York Stock Exchange Composite Index on August 9, 1999 was $22.31.
(3) The registration fee was calculated pursuant to Rule 457(h) based upon the
average high and low prices of the Registrant's Class A Common Shares
reported on the New York Stock Exchange Composite Index on August 9, 1999 as
reported in THE WALL STREET JOURNAL.
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PART I
This Registration Statement on Form S-8 relates to the registration of
additional shares of the same class as other securities for which registration
statements relating to The Reynolds and Reynolds Company's Stock Option Plan --
1995 have been previously filed with the SEC and are effective (Registration
Statement No. 333-12681). The contents of the Registration Statement on Form S-8
No. 333-12681 are herein incorporated by reference. There is no additional
information which is required by Form S-8 to be included in this Part I.
PART II
ITEM 8. EXHIBITS.
EXHIBIT INDEX
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Document
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(5) Opinion of Adam M. Lutynski, Esq., General Counsel and Secretary of The
Reynolds & Reynolds Company
(23) Consent of Deloitte & Touche LLP, independent auditors
(24) Power of Attorney
2
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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 this Registration Statement 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
August 13, 1999.
THE REYNOLDS AND REYNOLDS COMPANY
By: /s/ David R. Holmes
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David R. Holmes, Chairman of the Board and Chief
Executive Officer
3
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EXHIBIT 5
August 13, 1999
Ladies and Gentlemen:
As General Counsel and 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 this Registration Statement
on Form S-8 currently being filed with the SEC.
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 August 13, 1999, the 3,006,225 shares of Class A Common Stock
proposed to be issued pursuant to the Company's Stock Option Plan -- 1995
as registered by this Registration Statement on Form S-8 will be duly
authorized and validly issued, and are fully paid and nonassessable when
issued pursuant to the Company's Stock Option Plan -- 1995.
Very truly yours,
/s/ Adam M. Lutynski
Adam M. Lutynski
General Counsel
and Secretary
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EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
relating to 3,006,225 shares of Class A Common Shares of The Reynolds and
Reynolds Company on Form S-8 of our report dated November 17, 1998, appearing in
the Annual Report on Form 10-K of The Reynolds and Reynolds Company for the year
ended September 30, 1998.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Dayton, Ohio
August 11, 1999
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EXHIBIT 24
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>
<S> <C>
/s/ David R. Holmes August 13, 1999
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David R. Holmes, Chairman of the Board and Chief Executive
Officer (Principal Executive Officer) and Director
/s/ Dale L. Medford August 13, 1999
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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 August 13, 1999
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Dr. David E. Fry, Director
August 13, 1999
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Richard H. Grant, III, Director
August 13, 1999
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Richard H. Grant, Jr., Director
/s/ Gayle B. Price, Jr. August 13, 1999
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Gayle B. Price, Jr., Director
/s/ James L. Arthur August 13, 1999
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James L. Arthur, Director
/s/ Allan Z. Loren August 13, 1999
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Allan Z. Loren, Director
/s/ Philip A. Odeen August 13, 1999
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Philip A. Odeen, Director
/s/ Donald K. Peterson August 13, 1999
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Donald K. Peterson, Director
/s/ Cleve L. Killingsworth, Jr. August 13, 1999
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Cleve L. Killingsworth, Jr., Director
</TABLE>
