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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 18, 1996.
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
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ROBBINS & MYERS, INC.
OHIO 31-424220
(State of Incorporation) (I.R.S. Employer Identification Number)
1400 KETTERING TOWER, DAYTON, OHIO 45423
(513) 222-2610
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
------------------------
JOSEPH M. RIGOT
THOMPSON HINE & FLORY P.L.L.
2000 COURTHOUSE PLAZA, N.E.
DAYTON, OHIO 45402
(513) 443-6586
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------
Copy to:
JOHN E. RILEY
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017-3954
(212) 455-2000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this 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. / /
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. /X/ 333-10619
If this 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 statement 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. / /
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Offering Price Aggregate
Title of Each Class of Amount to be Per Offering Amount of
Securities to be Registered Registered Note(1)(2) Price(1)(2) Registration Fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Convertible Subordinated
Notes Due 2003............ $10,000,000 100% $10,000,000 $3,449
- ----------------------------------------------------------------------------------------------------------------
Common Shares, without par
value..................... (3) -- -- --
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a).
(2) Exclusive of accrued interest.
(3) Such indeterminate number of Common Shares, without par value, as may be
issued upon conversion of Convertible Subordinated Notes Due 2003 registered
hereunder, including such Common Shares as may be issuable pursuant to
anti-dilution adjustments.
</TABLE>
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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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) and
General Instruction IV of Form S-3, both promulgated under the Securities Act of
1933, as amended. The contents of Registration Statement No. 333-10619,
including any prospectuses and prospectus supplements filed pursuant thereto in
accordance with Rule 424 promulgated under such Act, are hereby incorporated
herein by reference.
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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 THE 18TH DAY OF SEPTEMBER,
1996.
ROBBINS & MYERS, INC.
By: /s/ DANIEL W. DUVAL
----------------------------------
Daniel W. Duval, President and
Chief Executive Officer
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> <C>
/s/ DANIEL W. DUVAL Director, President and Chief September 18, 1996
- --------------------------------- Executive Officer (principal executive
Daniel W. Duval officer)
/s/ GEORGE M. WALKER Vice President and Chief Financial September 18, 1996
- --------------------------------- Officer (principal financial officer)
George M. Walker
/s/ KEVIN J. BROWN Controller (principal accounting September 18, 1996
- --------------------------------- officer)
Kevin J. Brown
</TABLE>
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> <C>
* THOMAS P. LOFTIS Director September 18, 1996
* MAYNARD H. MURCH, IV Director September 18, 1996
* WILLIAM D. MANNING, JR. Director September 18, 1996
* JOHN N. TAYLOR, JR. Director September 18, 1996
* JEROME F. TATAR Director September 18, 1996
</TABLE>
*Daniel W. Duval, by signing his name hereto, signs this Registration
Statement on behalf of the persons indicated above pursuant to a power of
attorney duly executed by each such person and filed with the Securities and
Exchange Commission.
/s/ DANIEL W. DUVAL
------------------------------------
Daniel W. Duval
Attorney-in-fact
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ROBBINS & MYERS, INC.
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
<S> <C>
1.1 Certificate of Registrant as to payment of additional registration
fee.
5.1 Opinion of Thompson Hine & Flory P.L.L.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Thompson Hine & Flory P.L.L. (contained in its opinion
filed as Exhibit 5.1).
24.1 Powers of Attorney (filed as Exhibit 24.1 to the Registrant's
Registration Statement on Form S-3 (No. 333-10619) and incorporated
herein by reference).
</TABLE>
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EXHIBIT 1.1
CERTIFICATE OF
ROBBINS & MYERS, INC.
AS TO PAYMENT OF ADDITIONAL REGISTRATION FEE
Robbins & Myers, Inc. (the "Registrant") hereby certifies to the
Securities and Exchange Commission (the "Commission") that on September 18,
1996:
(i) The Registrant has instructed its bank to wire transfer
to the Commission the requisite filing fee of $3,449 due in connection
with the filing of its Registration Statement with the Commission on
September 18, 1996 pursuant to Rule 462(b) under the Securities Act of
1933, as amended;
(ii) The Registrant will not revoke such instructions; and
(iii) The Registrant has sufficient funds in the account from
which the wire transfer will originate to cover the amount of the filing
fee.
The Registrant hereby undertakes to confirm on September 19,
1996 that its bank has received such instructions.
ROBBINS & MYERS, INC.
By: /s/ Joseph M. Rigot
--------------------------
Joseph M. Rigot
Secretary
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EXHIBIT 5.1
THOMPSON
HINE & FLORY P.L.L.
2000 COURTHOUSE PLAZA N.E.
P.O. BOX 8801
DAYTON, OH 45401-8801
Attorneys at Law
September 18, 1996
Robbins & Myers, Inc.
1400 Kettering Tower
Dayton, Ohio 45423
Gentlemen:
As counsel for Robbins & Myers, Inc., an Ohio corporation (the
"Company"), we have assisted the Company in the preparation and filing of the
Company's Form S-3 Registration Statement (the "Registration Statement")
relating to the proposed offering of up to $10,000,000 aggregate principal
amount of Convertible Subordinated Notes Due 2003 (the "Notes") and an
indeterminate number of Common Shares, without par value, of the Company, as may
be issued upon the conversion of the Notes (the "Shares"). The Registration
Statement is being filed pursuant to Rule 462(b) for the purpose increasing the
aggregate principal amount of the Notes to $65,000,000 ($55,000,000 of which
were registered on the Company's Registration Statement No. 333-10619). The
Notes are to be issued under and in accordance with the terms and provisions
of the Indenture (the "Indenture") to be entered into between the Company and
Star Bank N.A., as Trustee (a proposed copy of which was filed as an exhibit
to Registration Statement No. 333-10619).
In addition to having assisted the Company in the preparation
and filing of the Registration Statement, we have examined such corporate
proceedings and records of the Company and have made such other investigations
as we have deemed necessary for purposes of this opinion.
Based upon the foregoing, it is our opinion that:
(a) Upon execution and delivery of the Indenture and issuance
of the Notes in accordance with the terms and provisions of the Indenture and
the Underwriting Agreement (a proposed copy of which is being filed as an
exhibit to the Registration Statement), the Notes will be legally issued and
valid and binding obligations of the Company.
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(b) Upon conversion of any outstanding Notes in accordance
with their terms and the terms of the Indenture, the Shares issued by the
Company in connection therewith will be legally issued, fully paid and
nonassessable.
We do hereby consent to the use of this opinion as an exhibit
to the Registration Statement, and we consent to the reference to our firm under
the caption "Legal Matters" in the Prospectus forming a part of the Registration
Statement.
Very truly yours,
/s/ Thompson Hine & Flory P.L.L.
THOMPSON HINE & FLORY P.L.L.
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EXHIBIT 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated October 3, 1995, except for SAR Redemption and Stock
Split notes, as to which the dates are October 24, 1995 and July 31, 1996,
respectively, in the Registration Statement (Form S-3) and related Prospectus
of Robbins & Myers, Inc. for the registration of $10,000,000 Convertible
Subordinated Notes.
/s/ Ernst & Young LLP
Dayton, Ohio
September 13, 1996
