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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ROBBINS & MYERS, INC.
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(Exact name of registrant as specified in its charter)
OHIO 31-0424220
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1400 KETTERING TOWER, DAYTON, OHIO 45423
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(Address of principal executive office) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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COMMON SHARES WITHOUT PAR VALUE NEW YORK STOCK EXCHANGE
6-1/2% CONVERTIBLE SUBORDINATED NEW YORK STOCK EXCHANGE
NOTES DUE 2003
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [x]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
Not applicable
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Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
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The securities of Robbins & Myers, Inc., an Ohio corporation
(the "Corporation"), to be registered under Section 12(b) of the Securities and
Exchange Act of 1934 are (i) the Registrant's Common Shares, without par value
("Common Shares"), and (ii) the Registrant's 6-1/2% Convertible Subordinated
Notes Due 2003 in the aggregate principal amount of $65,000,000 (the "Notes").
The Common Shares and Notes are collectively referred to herein as the
"Securities".
(1) Common Shares
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The capital shares of the Corporation to be registered on the
New York Stock Exchange, Inc. (the "Exchange") are the Registrant's Common
Shares. The Corporation is authorized to issue 25,000,000 Common Shares. Holders
of Common Shares do not have pre-emptive rights to purchase any securities of
the Corporation.
Holders of Common Shares will be entitled to receive such
dividends as may be declared from time to time by the Board of Directors out of
funds legally available therefor. Upon liquidation, holders of Common Shares
will be 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 have cumulative voting
rights to the extent provided under Ohio law.
Article II of the Corporation's Code of Regulations provides
that the Board of Directors of the Corporation shall be divided into two
classes, one comprised of three directors and the other comprised of four
directors. Each 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 shares. The effect of
cumulative voting rights available to shareholders may be diminished by the
Corporation's classified Board of Directors.
(2) 6-1/2% Convertible Subordinated Notes Due 2003
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The debt securities of the Corporation to be registered on the
Exchange are the Registrant's Notes. The Notes were sold in a firm commitment
underwriting on September 24, 1996. The Notes were registered under the
Securities Act of 1933 pursuant to a Registration Statement on Form S-3 (Reg.
No. 333-10619) and the related Registration Statement on Form S-3 (Reg. No.
333-12271) which was filed pursuant to Rule 462(b) to increase the amount of the
Notes covered by the original Registration Statement. All of the Notes remain
outstanding.
The description of the Notes contained in the Prospectus for
the Notes filed pursuant to Rule 424(b)(1) with the Securities and Exchange
Commission on September 20, 1996 and relating to the
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Registration Statement No. 333-10619 is hereby incorporated by reference.
Item 2. Exhibits.
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The following documents have been filed with the Exchange as
part of the Corporation's Original Listing Application for listing the
Securities dated November 21, 1997:
1. Annual Report on Form 10-K for fiscal year ended
August 31, 1996
2. Quarterly Report on Form 10-Q for the quarter ended
May 31, 1997
3. Proxy Statement for the 1997 Annual Meeting of
Shareholders filed with the Securities and Exchange
Commission in November, 1997
4. Articles of Incorporation and Code of Regulations of
the Corporation
5. Prospectus for the Convertible Note Offering, dated
September 19, 1997 and Indenture for the Notes
6. Specimen of Common Share Certificates
7. 1997 Annual Report to Shareholders.
The following document is being concurrently filed with the
Exchange with this Form 8-A:
1. Annual Report on Form 10-K for the year ended August
31, 1997.
SIGNATURE
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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, thereto duly authorized, on this
24th day of November, 1997.
ROBBINS & MYERS, INC.
By /s/ Daniel W. Duval
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Daniel W. Duval
President and Chief Executive Officer
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