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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10/A-2
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of The Securities
Exchange Act of 1934
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ROBBINS & MYERS, INC.
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(Exact name of registrant as specified in its charter)
Ohio 31-0424220
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(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
1400 Kettering Tower, Dayton, Ohio 45423
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(Address of principal executive offices) (Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which each class is to be
Not applicable Not applicable
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Shares without par value
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(Title of Class)
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Item 11. Description of Registrant's Securities to be
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Registered.
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The description of capital stock being registered reported in Item 14
of the Company's Form 10 filed April 19, 1965 is amended and restated in its
entirety as follows:
The Company has one class of shares, namely Common Shares,
without par value. The Company is authorized to issue 25,000,000
Common Shares. All of the outstanding Common Shares are fully paid
and non-assessable. Shareholders do not have pre-emptive rights to
purchase any securities of the Company.
Holders of Common Shares are entitled to receive such
dividends as may be declared from time to time by the Board of
Directors out of funds legally available therefor. The ability of the
Company to pay dividends is subject to certain contractual
limitations. Upon liquidation, holders of Common Shares are entitled
to receive a pro-rata share of all assets available to shareholders.
Holders of Common Shares are entitled to one vote per share
upon all matters presented to shareholders. Shareholders do, however,
have cumulative voting rights in the election of directors.
Article II of the Company's Code of Regulations divides the
Board of Directors of the Company into two classes, one class
comprised of four directors and one class of three directors. One
class of directors is elected each year to serve for a two-year term.
Directors may not be removed from office without the affirmative vote
of the holders of at least two-thirds of the outstanding voting power
of the Company. Article II of the Code of Regulations provides that
only persons who are nominated in accordance with a specified
procedure are eligible for election as directors. The procedure
requires that notice of the nomination, together with the specified
information concerning the nominee, must be given to the Company not
less than 50 nor more than 75 days prior to the meeting at which
directors are to be elected. Article II may not be amended or
repealed without the affirmative vote of the holders of at least two
thirds of the voting power of the Company.
CERTAIN OHIO LEGISLATION
Ohio's "Control Share Acquisition Act" generally requires
shareholder approval of any acquisition of shares of an Ohio
corporation which would result in the acquiring person first reaching
or exceeding ownership of one-fifth, one-third or a majority of the
total voting power of the corporation. Any such control share
acquisition cannot be consummated unless authorized by the holders of:
(i) a
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majority of the voting power of the corporation present at a meeting
of shareholders, and (ii) a majority of such voting power other than
shares held by the acquiring person or an officer or employee who is a
director of the corporation, and other than shares acquired by a
person or group after announcement of the proposed control share
acquisition if the amount so acquired exceeds 1/2% of the outstanding
voting shares or was acquired for a consideration exceeding $250,000.
Ohio's "Merger Moratorium Act" prohibits an Ohio corporation
from engaging in specified transactions such as merger, certain asset
sales, certain issuances of shares, a liquidation or the like with a
beneficial owner of 10% or more of the outstanding voting power of the
corporation during the three-year period following the date the person
became the owner of the 10% interest, unless prior to such date the
transaction or the acquisition of shares was approved by the directors
of the corporation. After the three-year period, such transactions
may be entered into if approved by the holders of at least two-thirds
of the voting power of the corporation (including by the holders of at
least a majority of the shares held by persons other than an
interested person, as defined in the statute) or if the consideration
to be paid in the transaction is at least equal to certain specified
amounts.
SIGNATURES
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned thereunto duly authorized.
ROBBINS & MYERS, INC.
By:/s/ Daniel W. Duval
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Daniel W. Duval
President and Chief Executive Officer
Date: December 13, 1995
RM3244.LAT
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