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As filed with the Securities and Exchange Commission on January 14, 2000
Registration No. 333-
--------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE REYNOLDS AND REYNOLDS COMPANY
(Exact name of registrant as specified in its charter)
Ohio
(State or other jurisdiction of incorporation or organization)
31-0421120
(I.R.S. Employer Identification No.)
115 South Ludlow Street
Dayton, Ohio 45402
(937) 485-2000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
ADAM M. LUTYNSKI, ESQ.
The Reynolds and Reynolds Company
115 South Ludlow Street
Dayton, Ohio 45402
(937) 485-2000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of the Registration Statement
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If the Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
Calculation of Registration Fee
<TABLE>
<CAPTION>
- --------------------- --------------- ----------------------- ----------------------- -----------------------
Title of each class Amount to be Proposed maximum Proposed maximum Amount of
of securities to be registered offering per unit(1) aggregate offering registration fee(1)
registered price
- --------------------- --------------- ----------------------- ----------------------- -----------------------
<S> <C> <C> <C> <C>
Class A Common 108,890 $21.47 $2,337,868.30 $617.00
Stock, no par value
- --------------------- --------------- ----------------------- ----------------------- -----------------------
</TABLE>
(1) Calculated pursuant to Rule 457(c) promulgated thereunder based upon the
average of the high and low prices of the Class A Common Stock, no par value, on
the New York Stock Exchange on January 11, 2000 as reported in The Wall Street
Journal.
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.
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THE REYNOLDS AND REYNOLDS COMPANY
115 SOUTH LUDLOW STREET
DAYTON, OHIO 45402
(937) 485-2000
108,890 Class A Common Shares
(no par value)
Two of our shareholders, Victor J. Osborne, Jr. and Steven A.
Thomas (each a "selling shareholder"), are offering for sale 108,890
shares of our Class A Common Stock under this prospectus. Each share of
common stock includes a right to purchase a unit consisting of one
one-thousandth (.001) of a share of our Series A Participating Preferred
Shares, no par value, at a price of $80 per unit, subject to certain
adjustments. Since May 17, 1991, we have issued one right with each
share of common stock that becomes outstanding.
The selling shareholders may offer their common stock for sale
from time to time on the New York Stock Exchange or in the
over-the-counter market at the prevailing market prices. Our common
stock is listed on the New York Stock Exchange under the symbol "REY."
The reported closing price of our common stock on the New York Stock
Exchange on January 11, 2000 was $21.50 per share. We will not receive
any portion of the proceeds from sales made under this prospectus.
The selling shareholders have not entered into any arrangement
or agreements with any broker or dealer for the offering or sale of
their common stock. In any transaction, a selling shareholder may be
deemed an "underwriter" as defined in the Securities Act of 1933, as
amended.
-------------------------
Neither the SEC nor any state securities commission has approved
or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
-------------------------
This prospectus is dated January 14, 2000.
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ABOUT THE REYNOLDS AND REYNOLDS COMPANY
The Reynolds and Reynolds Company was founded in 1866 and
incorporated under the laws of the State of Ohio in 1889. We operate
principally in two business segments: the Automotive Group and the
Information Solutions Group. Our Automotive Group is North America=s
leading provider of retail management solutions to automotive retailers.
We provide to automotive retailers a comprehensive range of automotive
retailing solutions including systems and support, consulting and
provisional services, e-business, customer relationship management
networking-software and data communications systems; a complete line of
paper-based and electronic business forms and integrated document
management systems. Our Information Solutions Group is one of four large
North American business forms and document management services
providers. Our Information Solutions Group sells a balanced mix of
traditional paper-based forms and digital solutions for medium to
large-sized organizations. Key to the Information Solutions Group is its
Internet-based Reynolds Advantage solution which allows users to process
document requisitions, electronic forms, distribution customized
reporting and billing using their Web browsers.
Our principal offices are located at 115 South Ludlow Street,
Dayton, Ohio 45402 and our general telephone number is (937) 485-2000.
WHERE YOU CAN FIND MORE INFORMATION ABOUT US
We file annual, quarterly and special reports, proxy statements
and other information with the SEC. You may read and copy any reports,
statements or other information we file with the SEC at the SEC's public
reference rooms located at: Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549; 7 World Trade Center, New York, New York 10048;
and 500 West Madison Street, Chicago, Illinois 60661. Please call the
SEC at 1-800-SEC-0330 for further information regarding the public
reference rooms. Our SEC filings are also available to the public on the
website maintained by the SEC at "http://www.sec.gov." Our Class A
Common Stock is listed on the New York Stock Exchange and reports, proxy
and information statements, and other information concerning us can be
inspected at the exchange located at 20 Broad Street, New York, New York
10005.
The SEC allows us to "incorporate by reference" the information
we file with it, which means that we can disclose important information
to you by referring you to those documents. The information incorporated
by reference is considered to be part of this prospectus, and later
information filed with the SEC will update and supersede this
information. The documents listed below and any future filings made with
the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until this offering of shares is terminated
comprise the incorporated documents:
(a) Our Annual Report on Form 10-K for the fiscal year
ended September 30, 1999 which was filed with the SEC
on December 28, 1999;
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(b) The description of our common stock set forth in our
Registration Statement on Form 8-A/A which was filed with the
SEC on October 20, 1998; and
(c) The description of the rights to purchase a unit consisting of
one one-thousandth of a share of our Series A Participating
Preferred Shares set forth in our Registration Statement on
Form 8-A which was filed with the SEC on May 8, 1991.
Upon request, we will provide to you, without charge, a copy of any or
all of the documents incorporated by reference in this document other than
exhibits to those documents, unless the exhibits are specifically incorporated
by reference in those documents. Your request for copies should be directed to
115 South Ludlow Street, Dayton, Ohio 45402, Attention: Mr. Adam M. Lutynski,
General Counsel and Secretary, or contact us by telephone at: (937) 485-2000.
SELLING SHAREHOLDERS
On March 31, 1995, we executed an Acquisition Agreement Among The
Reynolds and Reynolds Company, Pioneer Systems, Inc., Victor J. Osborne, Jr. and
Steven A. Thomas to acquire assets of Pioneer Systems, Inc., a Florida
corporation ("Pioneer"). Pioneer provided customized service menu pricing guides
to automobile dealerships. The purchase price for Pioneer's assets was $900,000.
We paid the purchase price by delivering to Pioneer 33,235 shares of our Class A
Common Stock at the closing of the transaction. The resales of these shares are
covered by Registration Statement No. 33-59617 on Form S-3 filed with the SEC on
May 25, 1995.
Pursuant to the Acquisition Agreement, each year for a period of four
years following the closing, we are required to deliver to the selling
shareholders additional shares of our Class A Common Stock. The number of shares
to be delivered to the selling shareholders each year is based on the past
year's performance of the acquired business. To date, we have delivered to the
selling shareholders the following:
- - During the first year we evaluated the performance of the acquired
business, we delivered an additional 44,220 shares to the selling
shareholders. These shares were registered for resale under the
Registration Statement No. 333-18585 filed with the SEC on December 23,
1996.
- - During the second year we evaluated the performance of the acquired
business, we delivered an additional 103,374 shares to the selling
shareholders. These shares were registered for resale under the
Registration Statement No. 333-41983 filed with the SEC on December 11,
1997.
- - During the third year we evaluated the performance of the acquired
business, we delivered an additional 87,814 shares to the selling
shareholders. These shares were registered for resale under the
Registration Statement No. 333-72639 filed with the SEC on February 19,
1999.
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The 108,890 shares being registered for resale under this Registration
Statement represent those shares that we delivered to the selling shareholders
during the fourth year we evaluated the performance of the acquired business.
The table below sets forth certain information concerning the selling
shareholders, including the number of shares each desires to sell.
- ------------------------------------ ---------------------- ------------------
Selling Shareholder Number of Shares Number of Shares
Owned Prior to this Being Offered
Offering
- ------------------------------------ ---------------------- ------------------
Victor J. Osborne, Jr.(1) 54,445 54,445
2337 Deerfield Drive
Morristown, TN 37813
- ------------------------------------ ---------------------- ------------------
Steven A. Thomas(2) 54,445 54,445
37421 Skyridge Circle
Dade City, FL 33525
- ------------------------------------ ---------------------- ------------------
1. Victor J. Osborne, Jr. was a Director and President of Pioneer for more
than three years. From November 1995 to August 1997, Mr. Osborne served as
an Operations Manager for The Reynolds and Reynolds Company.
2. Steven A. Thomas was a Director and the Vice President and Secretary of
Pioneer for more than three years. Mr. Thomas served as a General Manager
for The Reynolds and Reynolds Company until March 1997, and then, he served
as a consultant to us until March 1998.
USE OF PROCEEDS
All proceeds from the sale of the Class A Common Stock covered by this
prospectus will go to the selling shareholders who offer and sell their shares.
We will not receive any proceeds from sales of the shares offered by this
prospectus. We will pay all expenses of registering the shares under the
Securities Act on behalf of the selling shareholders, but the selling
shareholders will pay brokerage fees or commissions, if any, incurred in
connection with selling their shares, as well as any federal or state income
taxes on the proceeds of any such resale.
PLAN OF DISTRIBUTION
The selling shareholders have informed us that they desire to be in a
position to sell their shares from time to time on the New York Stock Exchange
or in the over-the-counter market, in one or more transactions, at the
prevailing market prices. The selling shareholders have not entered into any
arrangements or agreements with any broker or dealer for the offering or sale of
their shares nor have they entered into any off-market negotiated transactions.
The selling shareholders may, however, engage a broker-dealer and negotiate and
pay broker-dealer commissions, discounts or concessions for their services. The
selling shareholders involved in the sale or resale of the Class A
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Common Stock may qualify as "underwriters" within the meaning of Section
2(a)(11) of the Securities Act of 1933, as amended (the "1933 Act"). If the
selling shareholders qualify as "underwriters," they will be subject to the
prospectus delivery requirements of Section 5(b)(2) of 1933 Act. Our
registration of the shares does not necessarily mean that the selling
shareholders will sell all or any portion of their shares.
LEGAL OPINION
For purposes of this offering, Douglas M. Ventura, Esq., our Associate
General Counsel and Assistant Secretary, is giving his opinion of the validity
of the shares.
EXPERTS
The financial statements and the related financial statement schedules
incorporated in this prospectus by reference from our Annual Report on Form 10-K
for the year ended September 30, 1999 have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their report, which is incorporated
herein by reference (which report expresses an unqualified opinion and includes
an explanatory paragraph relating to the change in method of accounting for
software revenue recognition), and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated fees and expenses payable
by us in connection with the registration of the shares to be sold by the
selling shareholders. None of these expenses will be borne by the selling
shareholders:
Securities and Exchange Commission Registration Fee $ 617
Accountants' fees and expenses $ 3,500*
Legal fees and expenses $ 2,000*
Financial printer fees $ 1,000*
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Total $ 7,117
* Estimated
The selling shareholders will pay brokerage fees or commissions
incurred in connection with the resale of the registered securities, as well as
any federal or state income taxes on the proceeds of any such resale.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Section 1701.13(E) of the Ohio Revised Code, we are
permitted to indemnify any of our directors, officers, employees or agents
against costs and expenses incurred in connection with any action, suit or
proceeding brought against any such person by reason of his/her having served us
in such capacity, provided that he/she meets certain "good faith" tests provided
by law, and provided further that, with respect to suits brought on behalf of
us, he/she is not adjudged to be liable for negligence or misconduct unless the
relevant court finds indemnification to be nevertheless appropriate in view of
all 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 us against
actual and reasonable expenses in connection therewith.
Article Ninth of our Amended Articles of Incorporation provides that,
as more specifically set forth in our Consolidated Code of Regulations, we may
provide to any of our directors, officers, other employees or agents or any
person who serves at our request 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 our Consolidated Code of
Regulations provides for indemnification of our directors, officers and
employees, and persons who, at our request, act as a director, trustee, officer,
employee or agent of another corporation, partnership, joint venture, trust
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or other enterprise, against expenses actually and reasonably incurred in
connection with any action as to which he/she was or is or may be made a party
by reason of his/her acting in such capacity, involving a matter as to which it
shall be determined, as provided therein, that he/she acted in good faith and in
a manner he/she reasonably believed to be in or not opposed to our best
interests, and, with respect to any criminal matter or proceeding, in addition,
that he/she had no reasonable cause to believe that his/her conduct was
unlawful; provided, however, that in the case of an action by us or on our
behalf to procure a judgment in our 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/her duty
to us unless, and only to the extent that, the Court of Common Pleas or other
court where such action was brought shall determine such indemnification to be
proper.
ITEM 16. EXHIBITS
See Exhibit Index on page II-6.
ITEM 17. 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
with or furnished to the Commission 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 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.
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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
the requirements for filing on Form S-3 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 January 14, 2000.
THE REYNOLDS AND REYNOLDS COMPANY
By /s/ David R. Holmes
--------------------------------------
David R. Holmes, Chairman of the Board
and Chief Executive Officer
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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 thing 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 dates indicated.
/s/ David R. Holmes January 14, 2000
- -------------------------------------
David R. Holmes, Chairman of the Board, Chief Executive
Officer and Director
/s/ Dale L. Medford January 14, 2000
- -------------------------------------
Dale L. Medford, Vice President, Corporate Finance and Chief
Financial Officer (Principal Financial and Accounting Officer)
and Director
/s/ Dr. David E. Fry January 14, 2000
- -------------------------------------
Dr. David E. Fry, Director
/s/ Allan Z. Loren January 14, 2000
- -------------------------------------
Allan Z. Loren, Director
/s/ Philip A. Odeen January 14, 2000
- -------------------------------------
Philip A. Odeen, Director
/s/ Donald K. Peterson January 14, 2000
- -------------------------------------
Donald K. Peterson, Director
/s/ Cleve L. Killingsworth, Jr. January 14, 2000
- -------------------------------------
Cleve L. Killingsworth, Jr., Director
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(2) Acquisition Agreement dated March 31, 1995 among The
Reynolds and Reynolds Company; Pioneer Systems, Inc.;
Victor J. Osborne, Jr.; and Steven A. Thomas
incorporated by reference to Exhibit (2) to the
Company's Registration Statement on Form S-3 filed
with the Securities and Exchange Commission on May
25, 1995 (Registration No. 33-59617).
(4)(a) Amended and Restated Articles of Incorporation of the
Company, incorporated by reference to Exhibit A to
the Company's definitive proxy statement dated
January 5, 1995, and filed with the Securities and
Exchange Commission.
(4)(b) Consolidated Code of Regulations of the Company,
incorporated by reference to Exhibit B to the
Company's definitive proxy statement dated January 8,
1990, and filed with the Securities and Exchange
Commission.
(4)(c) Shareholder Rights Plan incorporated by reference to
Exhibit 1 to the Company'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 Douglas M. Ventura, Esq., Associate
General Counsel of the Company*
(23) Consent of Deloitte & Touche LLP, independent
auditors*
(24) Power of Attorney (included on signature page)*
- -----------------------------------------
* Filed herein.
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EXHIBIT 5
[Letterhead of The Reynolds and Reynolds Company]
January 12, 2000
Ladies and Gentlemen:
As Associate General Counsel and Assistant 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 the Registration Statement on
Form S-3 registering 108,890 shares of Class A Common Stock, no par value,
relating to the sales, if any, of the shares by the selling shareholders
currently being filed with the SEC (the "Registration Statement").
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. The 108,890 shares of Class A Common Stock proposed to be sold by the
selling shareholders, as described in the Registration Statement, have
been duly authorized and validly issued, and are fully paid and
nonassessable as described in such Registration Statement.
Very truly yours,
/s/ Douglas M. Ventura
Douglas M. Ventura
Associate General Counsel
and Assistant Secretary
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EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement,
relating to the 108,890 shares of Class A Common Stock of The Reynolds and
Reynolds Company on Form S-3, of our report dated November 16, 1999 (which
report expresses an unqualified opinion and includes an explanatory paragraph
relating to the change in method of accounting for software revenue
recognition), appearing in the Annual Report on Form 10-K of The Reynolds and
Reynolds Company for the year ended September 30, 1999 and to the reference to
us under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Dayton, Ohio
January 11, 2000
