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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report: August 11, 2000
(Date of earliest event reported)
THE REYNOLDS AND REYNOLDS COMPANY
(Exact name of registrant as specified in the charter)
OHIO 1-10147 31-0421120
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
THE REYNOLDS AND REYNOLDS COMPANY
115 SOUTH LUDLOW STREET, DAYTON, OHIO 45402
(Address of Principal Executive Offices)
(937) 485-2000
(Registrant's telephone number including area code)
N/A
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
The Reynolds and Reynolds Company (the "Company") has elected to take advantage
of the "safe harbor" provisions of the Private Securities Litigation Reform Act
of 1995 and is hereby filing this Form 8-K to set forth cautionary statements
identifying important factors that could cause the Company's actual results to
differ materially from those projected in forward-looking statements that may be
or have been made by or on behalf of the Company from time to time in the
Company's SEC filings, press releases, and other oral or written announcements.
Forward-looking statements made by or on behalf of the Company are or will be
based on current expectations, estimates, forecasts and projections of future
Company or industry performance based on management's judgment, beliefs, current
trends and market conditions. Forward-looking statements made by or on behalf of
the Company may be identified by the use of words such as "expects,"
"anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar
expressions. Forward-looking statements are not guarantees of future performance
and involve certain risks, uncertainties and assumptions which are difficult to
predict. Actual outcomes and results may differ materially from what is
expressed, forecasted or implied in any forward-looking statement. The Company
undertakes no obligation to update any forward- looking statements, whether as a
result of new information, future events or otherwise.
The Company cautions readers that the following important factors, among others,
in some cases have caused, and in the future could cause, the Company's actual
results to differ materially from those expressed in any forward-looking
statements made by or on behalf of the Company. Additionally, any one of the
following factors could have a material adverse effect on the Company's
business, financial condition and results of operations.
The following factors supersede and replace in their entirety the factors set
forth in the Company's Current Report on form 8-K filed with the Securities and
Exchange Commission on February 9, 2000.
COMPETITION. The Company faces competition in all areas of its business
activity. The Company's competitors are numerous, ranging from some of the
world's largest corporations to many relatively small and highly specialized
firms. The Company competes primarily on the basis of technology, performance,
price, quality, reliability, distribution, and customer service and support. By
specializing in a particular niche market, the Company has emphasized reliable
and responsive service, broad industry knowledge and long-term relationships.
While the loss of any single customer would not be material, the Company does
have several significant customers, whose loss in the aggregate would negatively
impact the Company. The Company will be required to develop new products,
periodically enhance its existing products and compete effectively on the basis
of the factors described above to remain competitive.
NEW PRODUCT INTRODUCTIONS. The Company must be able to continue developing,
manufacturing and marketing innovative products and services rapidly that meet
customer requirements for performance and reliability. Although the Company has
a long history of developing new products and services, this process is
inherently complex and uncertain. It requires accurate anticipation of
customers' changing needs and emerging technological trends and may require
acquisitions or strategic partnerships for success. Also, the Company must make
long-term
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investments and commit significant resources before knowing whether its
investments will eventually result in products and services that both embody the
latest technology and achieve market acceptance. This process requires accurate
forecasting of volumes, configurations, integration and mix of products and
services. Moreover, the supply and timing of new products or services must match
customers' demands and timing for the particular products or services. Given the
wide variety and complexity of products and services that the Company offers,
the process of planning and bringing new products and services to market,
whether internally or through relationships with others, is inherently difficult
and uncertain.
The Company's growth strategy depends in large part on providing services for
automobile retailers and other customers over the Internet. Development and
implementation of any of these and other services using the Internet is subject
to risks and uncertainties. The Company will need to invest significant
resources to develop these services. The manner in which the Company provides
and charges for these services is new and unproven.
PRODUCT LIFE CYCLES. The life cycles of many of the Company's products pose a
challenge to effectively manage the transition from existing products to new
products. Product development or manufacturing delays, variations in product
costs, and delays in customer purchases of current products in anticipation of
new product introductions are among the factors that make a smooth transition
from current products to new products difficult. In addition, the timing of new
product and services introductions by suppliers and competitors may negatively
affect future operating results of the Company. Furthermore, some of the
Company's new products may replace or compete with certain of the Company's
existing products.
RELIANCE ON SUPPLIERS. Computer processors and peripherals are key components of
the Company's product offerings. The Company purchases these products from a
variety of suppliers. The Company historically has not experienced difficulties
in obtaining computer processors and peripherals, but should such difficulties
arise, it could have a material adverse effect on the Company. An adequate
supply of paper products is essential to the Company's automotive forms
business. The Company purchases paper from major suppliers and historically has
not experienced difficulties in obtaining paper products. The Company's business
may be negatively impacted if such difficulties arise.
RISK OF BUSINESS INTERRUPTIONS AND DEPENDENCE ON SINGLE RESOURCE FOR
CERTAIN SERVICES. The Company's operations depend in large part upon its ability
to provide prompt and efficient services to its customers. Certain of the
Company's operations are performed at a single location and depend on continuous
computer, printing, electrical and telephone services. A disruption of these key
services could impair the Company's day- to-day operations. There can be no
assurance that a fire, flood, earthquake, or other disaster affecting one or
more of the Company's facilities would not disable these services. Significant
damage to any facility or other failures that cause significant interruptions of
the Company's operations may not be completely covered by insurance.
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DEPENDENCE ON AUTOMOBILE RETAILERS. The Company's financial results depend in
large part on the economic conditions of the automobile retailing industry. If
the automobile retailing industry experiences difficulties, the Company's
results may be negatively impacted.
PERSONNEL RESOURCES. A significant portion of the Company's revenues depends on
the timely installation of computer hardware and software at various customer
locations. A successful installation process requires properly trained
personnel. The Company must also attract, integrate and retain skilled sales,
research and development, marketing and management personnel, including
personnel necessary to develop Company services using the Internet. Competition
for these types of employees is intense. Failure to hire and retain qualified
personnel in adequate numbers could negatively impact the Company and inhibit
the Company's ability to grow the business.
BUSINESS COMBINATIONS, STRATEGIC ALLIANCES, JOINT VENTURES AND
DIVESTITURES. As a matter of course, the Company frequently engages in
discussions with a variety of parties relating to possible business
combinations, strategic alliances, joint ventures and divestitures. Business
combinations, strategic alliances and joint ventures may require, among other
things, integration or coordination with a different company culture,
management, organization and business infrastructure. They may also require the
development, manufacture and marketing of products in coordination with the
Company's products in a way that enhances the performance of the combined
businesses or products. Depending on the size and complexity of the transaction,
successful integration depends on a variety of factors, including the hiring and
retention of key employees, management of geographically separate facilities,
and the integration or coordination of different research and development.
Divestitures may result in the cancellation of orders or charges to earnings.
Business combinations, strategic alliances, joint ventures and divestitures may
contribute to the Company's results being different than expectations in any
given time period.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE REYNOLDS AND REYNOLDS COMPANY
By: /s/ Adam M. Lutynski
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Adam M. Lutynski, General Counsel and
Secretary
Dated: August 11, 2000
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