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Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ROBBINS & MYERS, INC.
(Exact name of registrant as specified in its charter)
OHIO 31-0424220
------------------------ ------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
ROBBINS & MYERS, INC.
1400 KETTERING TOWER
DAYTON, OHIO 45423
(513)222-2610
(Name, address, including zipcode, and telephone number, including area code,
of registrant's principal executive offices)
ROBBINS & MYERS, INC.
1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the Plan)
JOSEPH M. RIGOT
SECRETARY
THOMPSON HINE & FLORY P.L.L.
2000 COURTHOUSE PLAZA, NORTHEAST
DAYTON, OHIO 45402
513-443-6586
(Name, address, including zipcode, and telephone number, including area code,
of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
Securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee
- ---------- ---------- -------- --------- ------------
<S> <C> <C> <C> <C>
Common Shares
without par
value 30,000 $29.13(1) $873,900(1) $301.34
</TABLE>
__________________________________
1 Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(h), based upon the
average of the high and low sale prices of a Common Share on January
12, 1995, as reported in the National Market System.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference as of their respective dates of
filing:
(a) The Annual Report of Robbins & Myers, Inc. (the "Company") on Form
10-K for the year ended August 31, 1995, filed pursuant to Section 13 of the
Securities Exchange Act of 1934 ("Exchange Act");
(b) The Quarterly Report of the Company on Form 10-Q for the
quarter ended November 30, 1995, as amended by Form 10-Q/A-1 filed pursuant to
Section 13 of the Exchange Act;
(c) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since August 31, 1995; and
(d) The description of the Company's Common Shares contained in its
Registration Statement on Form 10 filed with the Commission on April 19, 1965,
as amended by Form 10/A-2, filed on December 13, 1995.
All documents subsequently filed by the Company and the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to
the filing of a post-effective amendment which indicates that all Common Shares
offered hereunder have been sold or which deregisters all Common Shares then
remaining unsold hereunder shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
--------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
Section 2 of Article V of the Code of Regulations of the
Company sets forth certain rights of directors and officers of the Company to
indemnification. Such rights provide indemnification by the Company as
permitted by Ohio law. The liabilities against which a director and officer
may be indemnified and factors employed to determine whether a director and
officer is entitled to indemnification in a particular instance depend on
whether the proceedings in which the claim for indemnification arises were
brought (a) other than by and in the right of the Company ("Third Party
Actions") or (b) by and in the right of the Company ("Company Actions").
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In Third Party Actions, the Company will indemnify each
director and officer against expenses, including attorneys' fees, judgments,
decrees, fines, penalties, and amounts paid in settlement actually and
reasonably incurred by him in connection with any threatened or actual
proceeding in which he may be involved by reason of his having acted in such
capacity, if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Company and with respect to
any matter the subject of a criminal proceeding, he had no reasonable cause to
believe that his conduct was unlawful.
In Company Actions, the Company will indemnify each director
and officer against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense or settlement of any
such proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company, except
that no indemnification is permitted with respect to (i) any matter as to which
such person has been adjudged to be liable for negligence or misconduct in the
performance of his duty to the Company unless a court determines such person is
entitled to indemnification and (ii) any liability asserted in connection with
unlawful loans, dividends, distribution, distribution of assets and repurchase
of Company shares under Section 1701.95 of the Ohio Revised Code.
Unless indemnification is ordered by a court, the determination
as to whether or not an individual has satisfied the applicable standards of
conduct (and therefore may be indemnified) is made by the Board of Directors of
the Company by a majority vote of a quorum consisting of directors of the
Company who were not parties to the action; or if such a quorum is not
obtainable, or if a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or by the shareholders of the
corporation.
Section 2 of Article V of the Company's Code of Regulations
does not limit in any way other indemnification rights to which those seeking
indemnification may be entitled. The Company has entered into an
indemnification agreement with each director of the Company, the form of which
was approved by the Shareholders of the Company. A copy of such agreement was
filed as an exhibit to the Company's Annual Report on Form 10-K for the year
ended August 31, 1993.
The Company maintains insurance policies which presently
provide protection, within the maximum liability limits of the policies and
subject to a deductible amount for each claim, to the Company under its
indemnification obligations and to the directors and officers with respect to
certain matters which are not covered by the Company's indemnification
obligations.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not applicable.
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Item 8. Exhibits.
---------
See index to Exhibits at Page 7.
Item 9. Undertakings.
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(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made of the securities registered hereby, 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 this registration
statement;
(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 or any material
change to such information in the registration statement;
provided, however that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed 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 further 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 this 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
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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.
(d) The registrant hereby undertakes that it will submit or has
submitted the Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by
the IRS in order to qualify the plan.
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SIGNATURE
THE REGISTRANT. 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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dayton, Ohio, on this 15th day of January,
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>
<CAPTION>
___________________________________________________________________________
Name Title Date
---- ----- ----
___________________________________________________________________________
<S> <C> <C>
/s/Daniel W. Duval Director, President and January 15, 1996
- -------------------- Chief Executive Officer
Daniel W. Duval (Principal executive
officer)
/s/George M. Walker Vice President and January 15, 1996
- -------------------- Chief Financial Officer
George M. Walker (Principal financial
officer)
/s/Kevin J. Brown Controller January 15, 1996
- -------------------- (Principal accounting
Kevin J. Brown officer)
___________________________________________________________________________
*Robert J. Kegerreis Director January 15, 1996
*Thomas P. Loftis Director January 15, 1996
*Maynard H. Murch, IV Director January 15, 1996
*William D. Manning, Jr. Director January 15, 1996
*John N. Taylor, Jr. Director January 15, 1996
*Jerome F. Tatar Director January 15, 1996
</TABLE>
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* The undersigned, by signing his name hereto, executes
this Registration Statement pursuant to powers of attorney executed by the
above-named persons and filed with the Securities and Exchange Commission as
exhibit to this Registration Statement.
/s/ Daniel W. Duval
------------------------------
Daniel W. Duval
Attorney-in-Fact
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INDEX TO EXHIBITS
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(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES:
(4.1) *Articles of Incorporation of Robbins &
Myers, Inc. (filed as Exhibit 3.1 to the
Company's Report on Form 10-Q for the
quarter ended February 28, 1995)
(4.2) *Code of Regulations of Robbins & Myers,
Inc. (filed as Exhibit 3.2 to the Company's
Report on Form 10-Q for the quarter ended
February 28, 1995)
(4.3) Robbins & Myers, Inc. 1995 Stock Option Plan for
Non-Employee Directors
(5) OPINION RE LEGALITY:
(5.1) Opinion of Thompson Hine & Flory P.L.L.
(23) CONSENTS OF COUNSEL AND EXPERTS:
(23.1) Consent of Ernst & Young L.L.P.
(23.2) Consent of Thompson Hine & Flory P.L.L.
(contained in their opinion filed as Exhibit 5.1)
(24) Powers of Attorney:
(24.1) Powers of Attorney of each person
whose signature on this Registration
Statement was signed by another
pursuant to a power of attorney
__________________________________
* Indicates incorporation by reference from a document previously filed with
the Securities and Exchange Commission.
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EXHIBIT 4.3
ROBBINS & MYERS, INC. 1995 STOCK
OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
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ROBBINS & MYERS, INC.
1995 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS
----------------------
ARTICLE I. PURPOSE
- ---------- -------
The purpose of the Robbins & Myers, Inc. 1995 Stock Option
Plan for Non-employee Directors (the "Plan") is to encourage stock ownership in
the Company by such directors and to provide incentive for such directors to
continue their contribution towards the Company's strategic growth goals.
ARTICLE II. SHARES SUBJECT TO THE PLAN
- ----------- --------------------------
The maximum number of Common Shares of the Company ("Shares")
that may be issued under the Plan is 30,000 subject to adjustment in accordance
with Article VII. Such Shares may be authorized and unissued or treasury
Shares. Any Shares subject to an option which for any reason has terminated or
expired or has been cancelled prior to being fully exercised may again be
subject to option under the Plan.
ARTICLE III. ADMINISTRATION
- ------------ --------------
The Plan shall be administered by the Board of Directors of
the Company (the "Board"). Subject to the express provisions of the Plan, the
Board shall have the power to construe the provisions of the Plan, to determine
issues arising thereunder, and to adopt and amend such rules and regulations
governing the administration of the Plan as it may deem desirable. Grants of
options under the Plan shall be automatic as provided at Article IV.
ARTICLE IV. AUTOMATIC GRANT OF OPTIONS
- ----------- --------------------------
Each director of the Company who is not employed by the
Company or a subsidiary of the Company ("non-employee director") shall
automatically be granted an option to purchase 2,000 Shares under the Plan on
the date he is first appointed or elected a director. Each non-employee
director shall automatically be granted an option to purchase an additional
1,000 Shares on the date such director is elected by shareholders to serve
another term of office as a director of the Company, provided such director is
a non-employee director of the Company on the date he is re-elected as a
director.
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ARTICLE V. OPTIONS AND OPTION TERMS
- ---------- ------------------------
A. OPTION AGREEMENT. The terms of each option granted under the
Plan shall be set forth in a written Stock Option Agreement
approved by the Board.
B. TERMS OF ALL OPTIONS. The following terms and provisions
shall apply to all options granted under the Plan:
(1) The option price per Share shall be the Fair Market
Value of a Share on the date of grant. For purposes
of the Plan, "Fair Market Value" per Share shall mean
the average of the high and low sales prices of a
Share on the date when the value of a Share is to be
determined, as reported in the NASDAQ National Market
System; if no sale is reported for such date, then on
the next preceding date on which a sale is reported;
or, if the Shares are no longer included in the
NASDAQ National Market System, the determination of
such value shall be made by the Board in accordance
with applicable provisions of the Internal Revenue
Code and related regulations promulgated under the
Code.
(2) No option shall be exercisable more than 10 years
after the date of grant.
(3) Options shall be exercisable immediately after their
grant, in whole or in part. Any option may be
exercised by giving written notice to the Company
accompanied by payment in full for the number of
Shares exercised.
(4) No option may be exercised under the Plan unless the
director has continuously been a member of the Board
from the date of grant of the option to the date of
exercise, except that an option may, subject to the
10 year limitation of Article V(B) (2), be exercised
(i) within eight months after the date the director
ceases to be a director of the Company or (ii) in the
event the director dies while he is a director of the
Company or within eight months after he ceases to be
a director of the Company, then within one year of
the date of the director's death.
ARTICLE VI. TRANSFERABILITY RESTRICTION
- ----------- ---------------------------
Options may not be sold, pledged, assigned, hypothecated or
transferred other than by will, the laws of descent and distribution, or
pursuant to a qualified domestic relations order as defined by the Internal
Revenue Code of 1986, as amended.
ARTICLE VII. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
- ------------ ------------------------------------------
If there is a change in the number or kind of outstanding
Shares by reason of a stock dividend, extra-ordinary cash dividend, stock
split, merger, recapitalization, consolidation, combination or
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other similar event, appropriate adjustments shall be made to the number of
Shares subject to the Plan, the number of options outstanding, the option price
and other relevant provisions to the extent the Board, in its sole discretion,
determines that such a change makes such adjustments necessary or equitable.
ARTICLE VIII. COMPLIANCE WITH LAWS
- ------------- --------------------
No option shall be granted and no Shares will be issued in
connection with any option unless the option and the issuance and delivery of
Shares upon exercise of the option shall comply with all relevant provisions of
state and federal law, including, without limitation, the Securities Act of
1933, the Securities Exchange Act of 1934, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange or price
reporting system upon which the Shares may then be listed.
ARTICLE IX. LIMITATION OF RIGHTS
- ----------- --------------------
Neither the Plan, nor the granting of an option nor any other
action taken pursuant to the Plan shall constitute or be evidence of any
agreement or understanding, express or implied, that the Company will retain a
director as a director for any period of time.
ARTICLE X. BENEFITS OF THE PLAN
- ---------- --------------------
This Plan shall inure to the benefit of, and be binding upon,
each successor of the Company. All rights and obligations imposed upon a
director and all rights granted to the Company under this Plan shall be binding
upon the participant's heirs, legal representatives and successors.
ARTICLE XI. AMENDMENT AND TERMINATION OF THE PLAN
- ----------- -------------------------------------
A. AMENDMENT. The Board may from time to time amend the Plan, or
any provision thereof, in such respects as the Board may deem
advisable except that it may not amend the Plan without
shareholder approval so as to:
(1) increase the maximum number of Shares that may be
issued under the Plan except in accordance with
Article VII;
(2) materially increase the benefits accruing to
directors of the Company under the Plan; or
(3) materially modify the requirements as to eligibility
of directors for participation in the Plan.
B. CERTAIN AMENDMENTS. Notwithstanding the provisions of Article
X(A), the Board may not amend the provisions of the Plan
relating to the number of Shares to be granted a director, the
determination of option prices or the timing
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of grants of options under the Plan more than once in a six-month period except
for changes made to conform to changes in the Internal Revenue Code or the
Employee Retirement Income Security Act.
C. TERMINATION. The Board may at any time terminate the Plan.
D. EFFECT OF AMENDMENT OR TERMINATION. Any amendment or the
termination of the Plan shall not adversely affect any option
previously granted and such Option shall remain in full force
and effect as if the Plan had not been amended or terminated.
ARTICLE XII. EFFECTIVE DATE
- ------------ --------------
The Plan shall become effective on the date the Plan is
adopted by the Board.2 No option shall be exercised prior to the approval of
the Plan by the affirmative vote of the holders of a majority of the Shares
present, either in person or by proxy, and entitled to vote at an Annual
Meeting of Shareholders of the Company. Unless the Plan shall be so approved
by the shareholders of the Company at the next Annual Meeting of Shareholders
after its adoption by the Board, the Plan shall terminate and all options
granted under the Plan shall be cancelled. The Plan shall not have an
expiration date, but shall be subject to termination as provided at Article
XI(C).
__________________________________
2The Plan was adopted by the Board of Directors of the Company on October
4, 1995 and approved by Shareholders of the Company on December 13, 1995.
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Exhibit 5.1
-----------
THOMPSON HINE & FLORY P.L.L.
Attorneys At Law
2000 Courthouse Plaza NE
P. O. Box 8801
Dayton, Ohio 45401-8801
January 15, 1996
(513) 443-6586
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Dear Sir or Madam:
We have acted as counsel to Robbins & Myers, Inc., an Ohio
corporation (the "Company"), in connection with the preparation and filing of
the Company's Registration Statement on Form S-8 being filed under the
Securities Act of 1933 for the purpose of registering the offering and sale of
30,000 Common Shares of the Company under the Company's 1995 Stock Option Plan
for Non-Employee Directors (the "Plan") and interests in the Plan.
Please be advised that we have examined such proceedings and
records of the Company, and have made investigation of such other matters, as
in our judgment permits us to render an informed opinion on the matters set
forth herein. Based upon the foregoing, it is our opinion that:
(i) the Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Ohio,
with full power to provide for the issuance of interests in the Plan;
and
(ii) the Common Shares of the Company offered under the
Plan have been duly authorized and, when purchased pursuant to the
Plan, will be legally issued, fully paid and nonassessable Common
Shares.
We consent to the use of this opinion as an exhibit to the
Company's Registration Statement on Form S-8 with respect to the Plan.
Very truly yours,
/s/ Thompson Hine & Flory P.L.L.
Thompson Hine & Flory P.L.L.
<PAGE> 1
Exhibit 23.1
------------
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Robbins & Myers, Inc. 1995 Stock Option Plan for
Non-Employee Directors, of our report dated October 3, 1995 (except for
Subsequent Event Note, as to which the date is October 24, 1995) with respect
to the consolidated financial statements and schedule of Robbins & Myers,
Inc. included in its Annual Report (Form 10-K) for the year ended August 31,
1995, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
-------------------------------
January 15, 1996
<PAGE> 1
Exhibit 24.1
------------
ROBBINS & MYERS, INC.
---------------------
LIMITED POWER OF ATTORNEY
-------------------------
WHEREAS, Robbins & Myers, Inc., an Ohio corporation (the
"Company"), intends to file with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the Act), a Registration Statement on
Form S-8 covering 30,000 of its common shares, without par value, that may be
issued under the Company's 1995 Stock Option Plan for Non-Employee Directors
(the "Registration Statement");
NOW, THEREFORE, the undersigned, in his capacity as a director
of the Company, hereby appoints Daniel W. Duval to be his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
to execute in his name, place and stead, as aforesaid, the Registration
Statement and any post-effective amendment thereto, and any and all other
instruments necessary or incidental in connection therewith, and to file the
same with the Securities and Exchange Commission. Said attorney shall have
full power and authority to do and perform, in the name and on behalf of the
undersigned, every act whatsoever necessary or desirable to be done, as fully
to all intents and purposes as the undersigned might or could do in person.
The undersigned hereby ratifies and approves the acts of said attorney.
IN WITNESS WHEREOF, the undersigned has executed this
instrument this 13th day of December, 1995.
/s/ Thomas P. Loftis /s/ Robert J. Kegerreis
- ------------------------------ ----------------------------------
Thomas P. Loftis Robert J. Kegerreis
/s/ Maynard H. Murch, IV /s/ William D. Manning, Jr.
- ------------------------------ ----------------------------------
Maynard H. Murch, IV William D. Manning, Jr.
/s/ John N. Taylor, Jr. /s/ Jerome F. Tatar
- ------------------------------ ----------------------------------
John N. Taylor, Jr. Jerome F. Tatar
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