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As filed with the Securities and Exchange Commission on ________, 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 401(k) SAVINGS 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)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum
Title of Securities Amount to be maximum offering aggregate offering Amount of
to be registered registered(1)(2) price per share(2) price(2) registration fee
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common 100,000 Shares $18.96875 $1,896,875 $528
Shares, no par value
</TABLE>
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<TABLE>
<S> <C> <C> <C>
Beneficial Interests in
Reynolds and Reynolds
Company 401(k)
Savings Plan (3) ---- ---- ----
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<FN>
1 This amount represents 100,000 shares which Registrant estimates may be
purchased in the open market by participants under The Reynolds and Reynolds
Company 401(k) Savings Plan (the "401(k) Plan"). This Registration Statement
shall also include an indeterminable number of additional shares that may be
issued to adjust the number of shares held pursuant to the employee benefit plan
described herein as the result of any future stock split, stock dividend or
similar adjustment of the Registrant's outstanding shares of common stock.
2 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 sales
prices of the Registrant's Class A Common Shares on the New York Stock Exchange
Composite Index on August 13, 1999 as reported in THE WALL STREET JOURNAL.
3 In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
</TABLE>
PART I
The documents containing the information specified in Part I will be sent or
given to employees of The Reynolds and Reynolds Company (the "Company") as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act"). In accordance with the instructions of Part I of Form S-8,
such documents will not be filed with the Securities and Exchange Commission
(the "Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act. These documents and the documents incorporated by reference pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute the
prospectus as required by Section 10(a) of the Securities Act.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by reference:
(a)(1) 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, 1998.
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(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.
(b)(4) The Company's Proxy Statement dated January 5, 1999 which was filed
with the Securities and Exchange Commission on December 28, 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 and the 401(k) Plan 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 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.
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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 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.
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In addition to the above, the Registrant has entered into indemnification
agreements (the "Indemnification Agreements") with each of its directors and
certain of its officers. The Indemnification Agreements provide directors and
officers with the same indemnification by the Registrant as is described in the
preceding paragraphs. In addition, the Indemnification Agreements assure
directors and officers that indemnification will continue to be provided despite
future changes in the Articles of Incorporation or Code of Regulations of the
Registrant. The Registrant also provides indemnity insurance pursuant to which
officers and directors are indemnified or insured against liability or loss
under certain circumstances which may include liability or related loss under
the Securities Act and the Exchange Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number
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(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
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) The Registrant will submit or has submitted the 401(k) Plan and any
amendments thereto to the Internal Revenue Service ("IRS") in a timely
manner and has made or will make all changes required by the IRS in
order to qualify the 401(k) Plan.
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(15) Inapplicable.
(23) Consent of Deloitte & Touche LLP, independent auditors*
(24) Inapplicable.
(99) Inapplicable.
* denotes that the Exhibits are filed herein.
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.
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(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 and, each filing of the
401(k) Plan's annual report pursuant to section 15(d) of the Securities
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.
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
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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
May 11, 1999.
THE REYNOLDS AND REYNOLDS COMPANY
By: /s/ David R. Holmes
--------------------------------------
David R. Holmes, Chairman of the Board
and Chief 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 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.
/s/ David R. Holmes May 11, 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 May 11, 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 May 11, 1999
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Dr. David E. Fry, Director
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/s/ Richard H. Grant III May 11, 1999
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Richard H. Grant, III, Director
/s/ Gayle B. Price, Jr. May 11, 1999
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Gayle B. Price, Jr., Director
/s/ James L. Arthur May 11, 1999
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James L. Arthur, Director
/s/ Allan Z. Loren May 11, 1999
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Allan Z. Loren, Director
/s/ Philip A. Odeen May 11, 1999
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Philip A. Odeen, Director
/s/ Donald K. Peterson May 11, 1999
- ------------------------------------------------------
Donald K. Peterson, Director
401(K) SAVINGS PLAN. Pursuant to the requirements of the Securities
Act, the persons who administer the employee benefit plan have 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 May 11, 1999.
REYNOLDS AND REYNOLDS 401(K) SAVINGS PLAN
By: /s/ Dale L. Medford
--------------------------------------
Dale L. Medford, Vice President,
Corporate Finance and Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit
Number
- -----------
(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
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) See Item 8 on page 5.
(15) Inapplicable.
(23) Consent of Deloitte & Touche LLP, independent auditors*
(24) Inapplicable.
(99) Inapplicable.
* denotes that the Exhibits are filed herein.
Exhibit 23
Independent Auditors' Consent
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Exhibit (23)
We consent to the incorporation by reference in this Registration Statement
relating to 100,000 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.
DELOITTE & TOUCHE LLP
/s/ Deloitte & Touche LLP
Dayton, Ohio
August 18, 1999
11
