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As filed with the Securities and Exchange Commission on January 17, 2001
Registration No. 333-_______
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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)
DOUGLAS M. VENTURA, 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>
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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
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<S> <C> <C> <C> <C>
Class A Common 24,590 $20.63 $507,292 $127
Stock, no par value
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</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, 2001 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
24,590 Class A Common Shares
(no par value)
Our shareholder, Martin S. Rood, is offering for sale up to 24,590
shares of our Class A Common Stock, no par value, 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.
Mr. Rood may offer his 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, 2001 was $20.75 per share. We will not receive any
portion of the proceeds from sales made under this prospectus.
Mr. Rood has not entered into any arrangement or agreement with any
broker or dealer for the offering or sale of his common stock. In any
transaction, Mr. Rood may be deemed an "underwriter" as defined in the
Securities Act of 1933, as amended.
-------------------------
Neither the Securities and Exchange Commission 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.
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This prospectus is dated January 17, 2001.
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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 are North America's leading
providers of retail and enterprise management solutions to automotive retailers.
We provide automotive retailers a comprehensive range of integrated automotive
retailing solutions including systems and support, networking and web services,
consulting and learning services, e-business and customer relationship
management applications and services, and a complete line of paper-based and
electronic business forms and integrated document management systems.
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; or 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, 2000 which was filed with the SEC on December
29, 2000;
(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.
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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. Douglas M. Ventura,
General Counsel and Secretary, or contact us by telephone at: (937) 485-2000.
SELLING SHAREHOLDER
On June 15, 1995, we entered into an agreement with Dealer Internet
Services Corporation, Rood Motors, Inc., Crown Motors, Inc., Martin S. Rood and
Peter M. Wilson whereby we acquired substantially all of the assets of Dealer
Internet Services Corporation, a web services firm. The purchase price for the
assets was $1,850,000 plus, the assumption of certain liabilities plus, a
contingent future right to receive additional consideration based upon the
performance of the acquired business. The purchase price was paid by delivering
63,890 shares of our Class A Common Stock to Dealer Internet. The resale of
these shares by Dealer Internet and subsequent distributions of these shares
from Dealer Internet to Peter Wilson and Martin Rood were registered on
Registration Statement No. 33-6725 filed with the SEC on August 10, 1995.
Pursuant to the Acquisition Agreement, Martin Rood and Peter Wilson are
entitled to receive additional shares of our Class A Common Stock based upon the
performance of the acquired business. In November 1997, we entered into an
agreement with Mr. Wilson whereby he exchanged his rights to the future
compensation based on performance of the acquired business for 1,618 shares of
our Class A Common Stock. The resale of the 1,618 shares by Mr. Wilson are
covered by Registration Statement No. 333-41985 filed with the SEC on December
11, 1997. Pursuant to the Acquisition Agreement, we delivered 24,590 shares of
our Class A Common Stock to Mr. Rood as final payment under the Acquisition
Agreement for the final year we evaluated the performance of the acquired
business. This registration statement registers the resale by Mr. Rood of the
24,590 shares.
The table below sets forth certain information concerning Mr. Rood,
including the number of shares he desires to sell.
<TABLE>
<CAPTION>
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NUMBER OF CLASS A
COMMON SHARES NUMBER OF CLASS A
OWNED PRIOR TO THIS COMMON SHARES BEING
SELLING SHAREHOLDER OFFERING OFFERED
------------------- -------- -------
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<S> <C> <C>
Martin S. Rood(1) 24,590 24,590
15562 Lake Shore Boulevard N.E.
Seattle, WA 98155
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</TABLE>
(1) During the past three years, Mr. Rood has not held any position, office or
had any other material relationship with us.
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USE OF PROCEEDS
All proceeds from the sale of the Class A Common Stock covered by this
prospectus will go to Martin Rood. 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 of 1933, as amended, on behalf
of Mr. Rood, but Mr. Rood will pay any brokerage fees or commissions incurred in
connection with selling his shares, as well as any federal or state income taxes
on the proceeds of any resale.
PLAN OF DISTRIBUTION
Martin Rood has informed us that he desires to be in a position to sell
his 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. He has not entered into any arrangements or agreements with any broker
or dealer for the offering or sale of his shares nor has he entered into any
off-market negotiated transactions. Mr. Rood may, however, engage a
broker-dealer and negotiate and pay broker-dealer commissions, discounts or
concessions for their services. Mr. Rood's sale or resale of the Class A Common
Stock may qualify him as an "underwriter" within the meaning of Section 2(a)(11)
of the Securities Act of 1933, as amended (the "Securities Act"). If Mr. Rood
qualifies as an "underwriter," he will be subject to the prospectus delivery
requirements of Section 5(b)(2) of the Securities Act. Our registration of the
shares does not necessarily mean that Mr. Rood will sell all or any portion of
his shares.
LEGAL OPINION
For purposes of this offering, Douglas M. Ventura, Esq. is giving his
opinion of the validity of the shares. Mr. Ventura serves as our General Counsel
and Secretary.
EXPERTS
The financial statements and the related financial statement schedule
incorporated in this prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended September 30, 2000 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference 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 shareholder, Martin S. Rood. None of these expenses will be borne by the
selling shareholder:
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee $ 127
Accountants' fees and expenses $ 3,500*
Legal fees and expenses $ 2,000*
Financial printer fees $ 1,000*
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Total $ 6,627*
</TABLE>
* Estimated
The selling shareholder 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 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.
Additionally, we have entered into indemnification agreements with each
of our directors. Each agreement indemnifies the director to the fullest extent
permitted by law. The agreements cover any and all fees, expenses, judgments,
fines, penalties and settlement amounts paid in any matter relating to the
director's role as our director, officer, employee, agent or fiduciary or when
serving as our representative with respect to another entity. A director would
not be entitled to indemnification in connection with a proceeding initiated by
that director prior to a "change in control" (as that term is defined in each
indemnification agreement) unless the proceeding was authorized or consented to
by our board of directors. The indemnification agreements provide for the prompt
advancement of all expenses incurred in connection with any proceeding subject
to the director's obligation to repay (at our request) those advances if it is
determined later that the director is not entitled to indemnification. If it is
determined that (1) a director is not entitled to indemnification under
applicable law and (2) the director challenges that determination in a court of
law, the indemnification agreements provide that, subject to applicable law, the
challenging director is entitled to indemnification for, and advancement of, all
fees and expenses incurred in any such proceeding.
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
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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.
(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
of 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 17, 2001.
THE REYNOLDS AND REYNOLDS COMPANY
By: /s/ Douglas M. Ventura
---------------------------------------
Douglas M. Ventura, General Counsel and
Secretary
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Lloyd G. Waterhouse and Douglas M.
Ventura 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.
<TABLE>
<S> <C>
/s/ David R. Holmes January 17, 2001
----------------------------------------------------------------------
David R. Holmes, Chairman of the Board
/s/ Dale L. Medford January 17, 2001
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Dale L. Medford, Vice President, Corporate Finance and Chief
Financial Officer (Principal Financial and Accounting Officer)
and Director
/s/ Lloyd G. Waterhouse January 17, 2001
----------------------------------------------------------------------
Lloyd G. Waterhouse, Chief Executive Officer, President and
Director
/s/ Richard H. Grant, III January 17, 2001
----------------------------------------------------------------------
Richard H. Grant, III, Director
/s/ Allan Z. Loren January 17, 2001
----------------------------------------------------------------------
Allan Z. Loren, Director
/s/ Eustace W. Mita January 17, 2001
----------------------------------------------------------------------
Eustace W. Mita, Director
/s/ Philip A. Odeen January 17, 2001
----------------------------------------------------------------------
Philip A. Odeen, Director
/s/ Donald K. Peterson January 17, 2001
----------------------------------------------------------------------
Donald K. Peterson, Director
</TABLE>
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(2)(a) Acquisition Agreement dated June 15, 1995 by and
among The Reynolds and Reynolds Company, Rood Motors,
Inc., Crown Motors, Inc., Dealer Internet Services
Corporation, Martin S. Rood and Peter M. Wilson
incorporated by reference to Exhibit 2 to our
Registration Statement on Form S-3 filed with the
Securities and Exchange Commission on August 10, 1995
(Registration No. 33-6725).
(2)(b) Agreement dated November 24, 1997 between The
Reynolds and Reynolds Company and Peter M. Wilson
incorporated by reference to Exhibit 2b to our
Registration Statement on Form S-3 filed with the
Securities and Exchange Commission on December 11,
1997 (Registration No. 333-41985).
(4)(a) Amended and Restated Articles of Incorporation of The
Reynolds and Reynolds Company incorporated by
reference to Exhibit A to our definitive proxy
statement dated January 5, 1995, and filed with the
Securities and Exchange Commission.
(4)(b) Consolidated Code of Regulations of The Reynolds and
Reynolds Company, incorporated by reference to
Exhibit B to our 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 our Form 8-A, which was adopted on May
6, 1991, and filed with the Securities and Exchange
Commission on May 8, 1991.
(4)(d) The "Description of Registrant's Securities to be
Registered" on page 2 of our Amended Registration
Statement on Form 8-A/A which was filed with the
Securities and Exchange Commission on October 20,
1998.
(5) Opinion of Douglas M. Ventura, Esq., General Counsel
of the Company.*
(23) Consent of Deloitte & Touche LLP, independent
auditors.*
(24) Power of Attorney (included on signature page).*
-----------------------------------------
* Filed herein.
II-6
