<PAGE> 1
As filed with the Securities and Exchange Commission on August 13, 1999
Registration No. 333 -
- --------------------------------------------------------------------------------
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
1996 SHARES PLAN
(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>
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 3,712,978 $22.31 $82,836,539 $23,029
Shares, no par value(1)
</TABLE>
(1) Represents Class A Common Shares which are issuable pursuant to the exercise
of options granted under The Reynolds and Reynolds Company 1996 Shares Plan.
(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 on
the New York Stock Exchange Composite Index on August 9, 1999 was $22.31
(3) Pursuant to Rule 457(h) promulgated under the Securities Act of 1933, the
filing fee was calculated based on the average of the 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.
<PAGE> 2
PART I
The information specified in Part I of Form S-8 is not
required to be filed with the SEC either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Note 1 to Part I of
Form S-8 and Rule 424 under the Securities Act of 1933. The information required
in the Section 10(a) prospectus is included in the documents being maintained
and delivered by The Reynolds and Reynolds Company as required by Part I of Form
S-8 and by Rule 428 under the Securities Act.
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 for the fiscal year ended
September 30, 1998.
(b)(1) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended December 31, 1998.
(b)(2) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1999.
(b)(3) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1999.
(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
2
<PAGE> 3
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
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
3
<PAGE> 4
as to which such person shall have been adjudged liable for 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 NO. DOCUMENT
- ----------- --------
(4)(a) Specimen Certificate for Class A Common Shares of the Registrant
incorporated by reference to Exhibit 4(a) to the Registrant's
Registration Statement on Form S-3, No. 333-72639, filed with the
Securities and Exchange Commission on February 19, 1999.
(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 incorporated by reference to Exhibit 2 of the
Registrant's Form 8A/A dated 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.
(4)(e) The Reynolds and Reynolds Company 1996 Shares Plan.*
(5) Opinion of Adam M. Lutynski, General Counsel and Secretary of The
Reynolds and Reynolds Company.*
(15) Inapplicable.
(23)(a) Consent of Deloitte & Touche LLP, independent auditors*
(24) Power of Attorney*
(99) Inapplicable.
* denotes that the Exhibits are filed herein.
4
<PAGE> 5
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 the
5
<PAGE> 6
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.
6
<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 of the requirements for filing on 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
-------------------------------------
David R. Holmes, Chairman of the Board and
Chief Executive Officer
<PAGE> 1
Exhibit 4(e)
THE REYNOLDS AND REYNOLDS COMPANY
1996 SHARES PLAN
----------------
SECTION 1. PURPOSES.
The Reynolds and Reynolds Company 1996 Shares Plan is intended to promote the
growth and general prosperity of The Reynolds and Reynolds Company and its
Subsidiaries, as defined in Section 2 below, by providing employees of the
Company with an additional incentive to contribute to its success, by assisting
the Company in attracting and retaining the best available personnel and by
increasing the identity of interests of employees with those of the shareholders
of the Company. It is intended that these purposes be effected through the
granting of Options, as such term is defined in Section 2 below.
SECTION 2. DEFINITIONS.
Whenever the following terms are used in this Plan they shall have the meaning
specified below, unless the context otherwise requires.
(a) "Board" means the Board of Directors of the Company.
(b) "Cashless Exercise" means a method of exercise under which certain
Optionees, in lieu of payment of the Option Price in cash, may choose
to make payment by instruction from such Optionees to sell Shares
acquired upon such exercise on the open market through a duly
registered broker-dealer with which the Company makes an arrangement
for the sale of such Shares under this Plan, such that the proceeds of
such sale are sufficient to pay the entire Option Price, all applicable
taxes and the commissions of the broker-dealer.
(c) "Change of Control" means the occurrence of any of the following:
(i) Any "person," as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (other than Richard H. Grant, Jr. his children
or his grandchildren, the Company, any trustee or other
fiduciary holding securities under an employee benefit plan of
the Company or any company owned, directly or indirectly, by
the shareholders of the Company in substantially the same
proportions as their ownership of stock of the Company), who
is or becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities
of the Company representing 50% or more of the combined voting
power of the Company's then outstanding securities;
(ii) during any period of two consecutive years (not including any
period prior to the execution of this Plan), individuals who
at the beginning of such period constitute the Board, and any
new director (other than a director designated by a person who
has
<PAGE> 2
entered into an agreement with the Company to effect a
transaction described in clause (i), (iii) or (iv) of this
Section 2(c)) whose election by the Company's shareholders was
approved by a vote of at least two-thirds (2/3) of the
directors at the beginning of the period or whose election or
nomination for election was previously so approved cease for
any reason to constitute at least a majority thereof;
(iii) the shareholders of the Company approve a merger of
consolidation of the Company with any other Company, other
than (1) a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of
the surviving entity) more than 50% of the combined voting
power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or
consolidation or (2) a merger or consolidation effected to
implement a recapitalization of the Company (or similar
transaction) in which no "person" (as hereinabove defined)
acquires more than 50% of the combined voting power of the
Company's then outstanding securities; or
(iv) the shareholders of the Company approve a plan of liquidation,
dissolution or winding up of the Company or an agreement for
the sale or disposition by the Company of all or substantially
all of the Company's assets.
For purposes of this definition, the term "Company" shall not include
any Subsidiary.
(d) "Code" means the Internal Revenue Code of 1986, as amended.
(e) "Committee" means the 1996 Shares Plan Committee, the members of which
shall be appointed by the Board annually and shall consist of Employees
who are not eligible to participate in this Plan.
(f) "Company" means The Reynolds and Reynolds Company. Unless the context
requires otherwise, the term "Company" shall also include the Company's
Subsidiaries.
(g) "Date of Grant" means the date upon which the Committee determines to
grant an Option, or such later date as may be determined by the
Committee at the time such grant is authorized, subject to satisfaction
of any conditions the Committee may place on the effectiveness of the
grant.
(h) "Employee" means any employee of the Company (including any such
employee of any Subsidiary), whether such employee is so employed at
the time this Plan is adopted or becomes so employed subsequent to the
adoption of this Plan.
(i) "Fair Market Value" means the mean between the highest and lowest
reported selling prices on a national securities exchange of the Shares
as reported in the appropriate composite
2
<PAGE> 3
listing for said exchange on the date the value of the Shares is to be
determined under this Plan or, if no such sales occurred on that date,
then on the next preceding date on which a sale was made. In the event
the Shares are traded in the over-the-counter market, Fair Market Value
means the mean between the "high" and "low" quotations in the
over-the-counter market on the date the value of the Shares are to be
determined, as reported by the National Association of Securities
Dealers through NASDAQ or, if no quotations are available on such date,
then on the next preceding date on which such quotations are available.
(j) "He" and "His" also mean "She" and "Hers."
(k) "Option(s)" means an option granted under the Plan to purchase a
specified number of Shares in accordance with the terms of this Plan.
Options are not intended to be "incentive stock options" under Section
422 of the Code.
(l) "Option Price" means the purchase price per share specified in an
Option, which price shall be established in accordance with Section
5(b), and may vary from one Option to another.
(m) "Optionee" means an Employee to whom an Option is granted.
(n) "Plan" means The Reynolds and Reynolds Company 1996 Shares Plan, as
amended from time to time.
(o) "Secretary" means the Secretary of the Company or an Assistant
Secretary.
(p) "Share" or "Shares" means the Class A Common Shares of the Company. To
the extent the context requires, the term "Share" or "Shares" shall
also mean any other consideration that may be issuable upon exercise of
an Option pursuant to adjustments made under Sections 3(c) and 5(f) of
the Plan.
(q) "Subsidiary" means any company in which more than 50% of the voting
stock is owned or controlled, directly or indirectly, by the Company.
(r) "Termination for Cause" means a termination of an Optionee's employment
whenever occasioned by (i) criminal conduct, (ii) refusal to
substantially perform employment duties, (iii) refusal to act in
accordance with any lawful instructions of a more senior employee, or
(iv) misconduct which could be seriously damaging to the Company
without a reasonable good faith belief by the Optionee that his conduct
was in the best interests of the Company. An Optionee's voluntary
Termination of Employment in anticipation of a Termination for Cause
shall be deemed to be a Termination for Cause.
(s) "Termination of Employment" means the time when the employee-employer
relationship between the Optionee and the Company is terminated for any
reason whatsoever. The Committee, in its absolute discretion, shall
determine the effect of all other matters and
3
<PAGE> 4
questions relating to Termination of Employment, including, but not
limited to, any question concerning whether particular leaves of
absence constitute Terminations of Employment.
SECTION 3. SHARES SUBJECT TO PLAN.
(a) Shares Subject to Plan. The shares of stock subject to Options shall be
Shares. Prior to any grant of Options, the Board shall determine the
number of Shares which may be issued upon exercise of Options to be
granted as of October 1 for the fiscal year of the Company under
consideration. Shares subject to the Plan may be, at the discretion of
the Board, either authorized and unissued Shares or Shares acquired by
and belonging to the Company as treasury shares.
(b) Unexercised Options. If any Option expires or is canceled without
having been fully exercised, the number of Shares subject to such
Option but as to which such Option was not exercised prior to its
expiration or cancellation may again be optioned hereunder, subject to
the limitation of Section 3(a).
(c) Changes in Shares. In the event that, after the date this Plan is
adopted, the outstanding Shares are changed into or exchanged for a
different number or kind of shares of capital stock or other securities
of the Company, or other consideration, by reason of a merger,
consolidation, recapitalization, reclassification, stock split-up,
stock dividend, combination of shares or otherwise, the Committee shall
make appropriate adjustments in the number and kind of shares or other
securities for the purchase of which Options may be granted, including
adjustment of the limitation of Section 3(a) on the maximum number and
kind of shares or other securities which may be issued upon exercise of
Options.
SECTION 4. GRANTING OF OPTIONS.
(a) Eligibility. Any full-time and benefits-eligible part-time Employee of
the Company who is not eligible to receive a grant under any other
stock option plan maintained by the Company shall be eligible to be
granted Options.
(b) Granting of Options. The Committee shall from time to time, in its
absolute discretion:
(i) Select from among the eligible Employees (including those to
whom Options have been previously granted under the Plan) such
of them as shall be granted Options; and
(ii) Determine the number of Shares to be subject to Options
granted to Employees; and
(iii) Determine the terms and conditions of the Options, including
the Option Price, consistent with the Plan; and
4
<PAGE> 5
(iv) Establish such conditions as to the manner of exercise of the
Options as it may deem necessary regarding transferability and
other restrictions with respect to Shares issuable upon
exercise of such Options.
SECTION 5. TERMS OF OPTIONS.
(a) Evidence of Each Option. Each Option shall be evidenced by an option
certificate, setting forth the terms of the Option which are particular
to the Optionee, or in such other manner as the Committee shall
determine. The Secretary, or a person appointed by the Secretary, shall
maintain a register of all outstanding Options, which shall include the
date of grant, the number of Shares covered by the grant, the Option
Price and the name and address of the Optionee.
(b) Option Price. Unless the Committee determines otherwise at the time of
any grant, the Option Price per Share subject to each Option shall be
the Fair Market Value per share on the date such Option is granted;
provided, however, that in no event may said price be less than the par
value of the Shares, if any.
(c) When Options Become Exercisable. Subject to the provisions of Section
5(g), unless the Committee determines otherwise at the time of grant,
each Option shall become exercisable on and after the third anniversary
of the Date of Grant if the Employee has been continuously employed by
the Company since the Date of Grant.
(d) Expiration of Options; Termination of Employment.
(i) No Option may be exercised to any extent by anyone after, and
every Option shall expire, ten years from the Date of Grant.
(ii) The following restrictions shall apply to exercise of Options:
(A) Each Option shall be exercisable in whole or in part
at any time or from time to time within the exercise
period established by the Committee for that Option,
but in no event shall said Option be exercisable
after the expiration of ten (10) years from the Date
of Grant of said Option.
(B) Except as provided in Subsections 5(d)(ii)(C), (D)
and (E), an Option may be exercised only if the
Optionee has been continuously employed by the
Company since the Date of Grant of the Option. If an
Optionee's employment is terminated by the Company
pursuant to a Termination for Cause, all Options
theretofore granted to such Optionee shall, to the
extent not previously exercised, terminate
immediately.
5
<PAGE> 6
(C) If an Optionee dies while employed by Company, the
Options of such deceased Optionee may, subject to the
ten-year limitation in this Section 5, be exercised
within one (1) year from the date of the Optionee's
death, to the extent the Optionee was entitled to
exercise the Options on that date, by the person or
persons (including the Optionee's estate) to whom his
rights under such Options passed by will or by the
laws of descent and distribution.
(D) If an Optionee retires from active employment with
the Company, the Options of such retired Optionee
may, with the consent of the Committee, subject to
the ten-year limitation in this Section 5, be
exercised by the retired Optionee as fully as if he
had remained continuously employed by the Company.
(E) If an Optionee's employment is terminated by either
the Company or the Optionee (other than a Termination
for Cause), the Options of such Optionee, may,
subject to the ten-year limitation in this Section 5,
be exercised by the Optionee within sixty (60) days
of such Termination of Employment, to the extent the
Optionee was entitled to exercise the Options on that
date, as fully as if he had remained continuously
employed by the Company.
(e) No Right to Continue in Employment; No Right to Grant of Options; No
Rights as Stockholder. Nothing in this Plan or in any Option granted
hereunder shall confer upon any Optionee any right to continue in the
employ of the Company or any of its Subsidiaries or shall interfere
with or restrict in any way the rights of the Company and its
Subsidiaries, which are hereby expressly reserved, to discharge any
Optionee at any time for any reason whatsoever with or without cause.
No Employee shall be entitled to be granted an Option and all grants of
Options shall be made in the sole and absolute discretion of the
Committee. No holder of an Option as such shall be, or shall have any
of the rights and privileges of, a holder of any Shares.
(f) Adjustments in Outstanding Options. In the event that the outstanding
Shares subject to Options are, from time to time, changed into or
exchanged for a different number or kind of shares of the Company or
other consideration by reason of a merger, consolidation,
recapitalization, reclassification, stock split-up, stock dividend,
combination of shares, or otherwise, the Committee shall make an
appropriate and equitable adjustment in the number and kind of shares
or other consideration as to which all outstanding Options, or portions
thereof then unexercised, shall be exercisable. Such adjustment in an
outstanding Option shall be made without change in the total price
applicable to the Option or the unexercised portion of the Option
(except for any change in the aggregate price resulting from
rounding-off of share quantities or prices) and with any necessary
corresponding adjustment in Option Price per share. Any such adjustment
made by the Committee shall be final and binding upon all Optionees,
the Company and all other interested persons.
6
<PAGE> 7
(g) Acceleration of Exercisability in Certain Events.
(i) All outstanding Options issued under the Plan shall
immediately become exercisable as to all Shares covered
thereby upon the occurrence of a Change of Control. In
connection with any such transaction, the Committee may, but
shall not be required to provide, that all outstanding Options
shall automatically be converted into the right to receive
from the Company or its successor, not later than 30 days
after the transaction, cash in an amount equal to the sum of
(i) the product of the number of Shares covered by the Options
immediately prior to the transaction times the value of the
consideration receivable by the holder of one Share
immediately following the transaction, less (ii) the exercise
price per Share covered by the Options immediately prior to
the transaction.
(ii) The Company shall promptly notify each holder of an Option of
any event which shall cause the acceleration of all
outstanding Options and of any conversion of Options into the
right to receive cash as described in the preceding paragraph.
SECTION 6. EXERCISE OF OPTIONS.
(a) Persons Eligible to Exercise. During the lifetime of the Optionee, only
the Optionee or the Optionee's legal guardian may exercise an Option
granted to the Optionee. After an Optionee's death, any Option granted
to the Optionee may, prior to the time when such portion becomes
unexercisable under Section 5(d) or Section 5(g), be exercised by the
Optionee's personal representative or by any person empowered to do so
under the deceased Optionee's will or under the then applicable laws of
descent and distribution.
(b) Partial Exercise. At any time and from time to time before any
exercisable Option or portion thereof expires or becomes unexercisable
under Section 5(d) or Section 5(g), such Option or portion thereof may
be exercised in whole or in part subject to a minimum number of Shares
as determined by the Committee; provided, however, no fraction of a
Share may be purchased by an Optionee upon exercise of an Option and,
to the extent that use of fractional or percentage computations would
otherwise give rise to the right of the Optionee to purchase a fraction
of a Share, the total Shares subject to exercise shall be adjusted to
the nearest whole number with any half Share balance being adjusted to
one whole Share.
(c) Manner of Exercise. An Option shall be deemed to be exercised when
notice (as determined by the Committee) of such exercise has been given
to the Company in accordance with the terms of the Option by the person
entitled to exercise the Option and full payment for the Shares with
respect to which the Option is exercised has been received by the
Company. Except as provided in Section 5(f), no adjustment will be made
for dividend or other rights for which a record date occurs prior to
the date stock certificates are issued, with respect to Options
exercised under the Plan.
7
<PAGE> 8
(d) Cashless Exercise.
(i) Options may be exercised by Cashless Exercise subject to a
minimum number of Shares as determined by the Committee from
time to time. The Committee may at any time, however, expand
or further restrict eligibility for Cashless Exercise, amend
the provisions of the Plan relating to Cashless Exercise, or
provide that Options may no longer be exercised by Cashless
Exercise, for any reason whatsoever, including without
limitation any change in accounting principles or practices,
exchange controls or applicable laws or regulations.
(ii) If Cashless Exercise is elected, the Option will be deemed to
be exercised simultaneously with the sale by the broker-dealer
of Shares acquired on the exercise of the Option sufficient to
pay the Option Price, all applicable taxes and the broker-
dealer's commission. If the Shares to be acquired on such
exercise cannot be sold for a price equal to or greater than
the Option Price, all applicable taxes and the broker-
dealer's commission, then the Option shall not be exercised.
(iii) Election of Cashless Exercise shall constitute an
authorization to the Company to deliver Shares to the relevant
broker-dealer. The broker-dealer will withhold its commission
and remit the balance of proceeds as instructed by the
Company. The broker-dealer's commission shall be for the
account of the person exercising the Option.
SECTION 7. ADMINISTRATION -- DUTIES AND POWERS OF COMMITTEE.
It shall be the duty of the Committee to conduct the general administration of
the Plan in accordance with its provisions. The Committee shall have the power
to interpret the Plan and the Options and to adopt such rules for the
administration, interpretation, and application of the Plan as are consistent
therewith and to interpret, amend or revoke any such rules. Any such
interpretations and rules shall be consistent with the basic purposes of the
Plan. In its absolute discretion, the Board may at any time, and from time to
time, exercise any and all rights and duties of the Committee under the Plan.
SECTION 8. COMPLIANCE WITH LAWS AND REGULATIONS.
(a) The Plan and all Options granted pursuant to it are subject to all laws
and regulations of any governmental authority which may be applicable
thereto; and, notwithstanding any provisions of this Plan or the
Options granted, an Optionee shall not be entitled to exercise such
Option nor shall the Company be obligated to issue any Shares under the
Plan to the Optionee if such exercise or issuance shall constitute a
violation by the Optionee or the Company of any provision of any such
law or regulation.
(b) The Company, in its discretion, may postpone the issuance and delivery
of Shares upon the exercise of an Option until completion of any stock
exchange listing or registration or other
8
<PAGE> 9
qualification of such Shares under any state or Federal law, rule, or
regulation as the Company may consider appropriate and may require any
person exercising an Option to make such representations and furnish
such information as it considers appropriate in connection with the
issuance of the Shares in compliance with applicable law. Under such
circumstances, the Company shall proceed with reasonable promptness to
complete any such listing, registration or other qualification.
(c) Shares issued and delivered upon exercise of an Option shall be subject
to such restrictions on trading, including appropriate legending of
certificates to that effect as the Company, in its discretion, shall
determine necessary to satisfy applicable legal requirements and
obligations.
(d) Each Optionee shall, at the time the Option is granted or the Shares
are issued pursuant to exercise of an Option, as a condition to such
award or issuance, (i) represent, in form satisfactory to counsel for
the Company, that acquisition of the Shares pursuant to the Option,
shall be for investment purposes only; (ii) agree, in form satisfactory
to counsel for the Company, that he will not sell, pledge, hypothecate
or otherwise distribute such Shares or any interest therein unless a
registration statement covering such Shares is in effect under the
Securities Act of 1933, as now or hereafter amended, or unless counsel
for the Company has rendered to the Company an opinion that such sale,
pledge, hypothecation or other distribution may be carried out without
registration of such Shares under said Act; and (iii) agree, in form
satisfactory to counsel for the Company, that an appropriate legend may
be placed on the stock certificate or certificates evidencing ownership
of Shares acquired hereunder, which legend shall reflect the
restrictions on disposition contained herein; provided, however, that
the foregoing condition and the representation and agreements called
for thereby with respect to the Shares shall be inoperative and shall
expire in the event that either (A) the Shares are registered under the
Securities Act of 1933, as now or hereafter amended or (B) in the
opinion of counsel for the Company, such condition, representation, and
agreements are not necessary under said Act or any rule or regulation
promulgated pursuant thereto.
SECTION 9. RESERVATION OF SHARES.
The Company, during the term of this Plan, will at all times, consistent with
Section 3, reserve and keep available such number of Shares as, in the judgment
of the Board, shall be sufficient to satisfy the requirements of the Plan.
SECTION 10. DISCRETIONARY CANCELLATION IN CASE OF MERGER, ACQUISITION OR
OTHER REORGANIZATION.
Anything to the contrary notwithstanding, if the Company is the subject of a
merger, acquisition or other reorganization in which the Company is not the
surviving entity, the Company shall, at its Option exercisable by the
affirmative vote of seventy-five percent (75%) of the members of the Board
9
<PAGE> 10
duly elected and serving immediately prior to the proposed transaction, have the
right to cancel, immediately prior to the effective date of such merger,
acquisition or reorganization, all outstanding Options issued under this Plan by
giving written notice to each Optionee or his personal representative of its
intention to do so and by permitting the purchase during the thirty-day period
next preceding such effective date of all Shares subject to such outstanding
Options.
SECTION 11. DISCLAIMER OF LIABILITY.
Inability of the Company to obtain from any regulatory body the authority deemed
by the Company's counsel to be necessary to the lawful grant of Options or
issuance of any Shares thereunder shall relieve the Company and the Committee of
any liability relating to the failure to grant such Options or issue such
Shares.
SECTION 12. TAX WITHHOLDING.
In connection with the grant and exercise of Options, the Optionee or other
holder of an Option may be required to pay to the Company or a Subsidiary, as
appropriate, the amount of any federal, state, or local taxes which the Company
or Subsidiary is required by law to withhold with respect to such transactions.
SECTION 13. INDEMNIFICATION.
Each person who is or shall have been a member of the Committee or of the Board
shall be indemnified and held harmless by the Company against and from any loss,
cost, liability or expense that may be imposed upon or reasonably incurred by
him in connection with or resulting from any claim, action, suit or proceeding
to which he may be a party or in which he may be involved by reason of any
action taken or failure to act under the Plan and against and from any and all
amounts paid by him in settlement thereof, with the Company's approval, or paid
by him in satisfaction of judgment in any such action, suit or proceeding
against him; provided he shall give the Company an opportunity, at its own
expense, to handle and defend the same before he undertakes to handle and defend
it on his own behalf. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such person may be
entitled under the Company's Articles of Incorporation or Code of Regulations,
as a matter of law, or otherwise, or any power that the Company may have to
indemnify him or hold him harmless.
SECTION 14. NOTICES.
Each notice relating to this Plan shall be in writing and delivered in person or
by certified mail to the proper address. Each notice shall be deemed to have
been given on the date it is received. Each notice to the Committee shall be
addressed as follows:
10
<PAGE> 11
The Reynolds and Reynolds Company
Post Office Box 2608
Dayton, Ohio 45401
Attention: Committee -- 1996 Shares Plan
Each notice to an Optionee or other holder of an Option shall be addressed to
the Optionee or such other holder, as the case may be, at the Optionee's address
set forth in the Option or in the Company's current personnel records. Anyone to
whom a notice may be given under this Plan may designate, by writing filed with
the Committee, a new address.
SECTION 15. TERM OF PLAN.
This Plan shall expire September 30, 2001, unless sooner terminated under
Section 17(b).
SECTION 16. BENEFITS OF THE PLAN.
This Plan shall inure to the benefit of and be binding upon each successor of
the Company. All rights and obligations imposed upon an Optionee shall be
binding upon the Optionee's heirs, legal representatives and successors.
SECTION 17. MISCELLANEOUS PROVISIONS.
(a) Options Not Transferable. No Option or interest or right therein shall
be subject to disposition by transfer, alienation, anticipation,
pledge, encumbrance, assignment or any other means, whether such
disposition be voluntary or involuntary or by operation of law or by
judgment, levy, attachment, garnishment or any other legal or equitable
proceeding (including bankruptcy), and any attempted disposition
thereof shall be null and void and of no effect, provided, however,
that nothing in this Section 16(a) shall prevent transfers by will or
by the applicable laws of descent and distribution.
(b) Amendment, Suspension or Termination of the Plan. The Plan may be
wholly or partially amended or otherwise modified, suspended or
terminated at any time or from time to time by the Committee or the
Board. Subject to Section 10, the amendment, suspension or termination
of the Plan shall not, without the consent of the holder of an Option,
adversely affect any rights or obligations of the Optionee under any
outstanding Option in any material respect. No Option may be granted
during any period of suspension nor after termination of the Plan.
(c) Effect of Plan Upon Other Options and Compensation Plans. The adoption
of this Plan shall not affect any other compensation or incentive plans
in effect for the Company or any Subsidiary. Nothing in this Plan shall
be construed to limit the right of the Company or any of its
Subsidiaries (i) to establish any other forms of incentives or
compensation for employees of the Company or any of its Subsidiaries or
(ii) to grant or assume options otherwise than
11
<PAGE> 12
under this Plan in connection with any proper corporate purpose,
including, but not by way of limitation, the grant or assumption of
options in connection with the acquisition by purchase, lease, merger,
consolidation or otherwise, of the business, stock or assets of any
corporation or other entity.
(d) Non-Citizen, Non-Resident Employees. Notwithstanding anything to the
contrary in Sections 4, 5 and 6, the Committee may grant Options to
eligible Employees who are not United States citizens or residents on
such terms and conditions as may, in the judgment of the Committee, be
necessary or desirable to foster the purposes of the Plan. In
furtherance of the purposes of the Plan, the Committee may adopt such
modifications to the terms of Options and such procedures and
guidelines, and may cause the Company to take such other actions, as
may be necessary or advisable to comply with foreign laws and
practices.
(e) Titles. Titles are provided herein for convenience only and are not to
serve as a basis for interpretation or construction of the Plan.
(f) Governing Law. The laws of the State of Ohio shall govern the Plan and
each Option, regardless of the citizenship or residence of any
Optionee.
12
<PAGE> 1
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
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 3,712,978 shares of Class A Common Stock
proposed to be issued pursuant to the Company's 1996 Shares Plan 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 1996 Shares Plan.
Very truly yours,
/s/ Adam M. Lutynski
Adam M. Lutynski
General Counsel
and Secretary
<PAGE> 1
EXHIBIT 23(A)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement relating to 3,712,978 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
<PAGE> 1
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
- ------------------------------------------------------------------------------
David R. Holmes, Chairman of the Board and Chief Executive
Officer (Principal Executive Officer) and Director
/s/ Dale L. Medford August 13, 1999
- ------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------
Dr. David E. Fry, Director
August 13, 1999
- ------------------------------------------------------------------------------
Richard H. Grant, III, Director
August 13, 1999
- ------------------------------------------------------------------------------
Richard H. Grant, Jr., Director
/s/ Gayle B. Price, Jr. August 13, 1999
- ------------------------------------------------------------------------------
Gayle B. Price, Jr., Director
/s/ James L. Arthur August 13, 1999
- ------------------------------------------------------------------------------
James L. Arthur, Director
/s/ Allan Z. Loren August 13, 1999
- ------------------------------------------------------------------------------
Allan Z. Loren, Director
/s/ Philip A. Odeen August 13, 1999
- ------------------------------------------------------------------------------
Philip A. Odeen, Director
August 13, 1999
- ------------------------------------------------------------------------------
Donald K. Peterson, Director
/s/ Cleve L. Killingsworth, Jr. August 13, 1999
- ------------------------------------------------------------------------------
Cleve L. Killingsworth, Jr., Director
</TABLE>
