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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
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ROBBINS & MYERS, INC.
(Exact name of registrant as specified in its charter)
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OHIO 31-0424220
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
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1400 Kettering Tower
Dayton, Ohio 45423
(Address of principal executive offices)
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If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box [ ]
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to Name of each exchange on which
be so registered each class is to be registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
6-1/2% Convertible Subordinated Notes Due 2003
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Item 1. Description of Registrant's Securities to be Registered.
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(b) DEBT SECURITIES. This Registration Statement relates $65,000,000 of
the 6-1/2% Convertible Subordinated Notes Due 2003 (the "Notes") of Robbins &
Myers, Inc. (the "Company") which 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 Registration Statement No. 333-10619 is
hereby incorporated herein by this reference.
(e) MARKET INFORMATION FOR SECURITIES OTHER THAN COMMON STOCK. On
December 8, 1996, the Company filed an application for listing of the Notes on
The Nasdaq Small Cap Market. There is currently no established trading market
for the Notes. The Company understands that such listing will become effective
as soon as practical after this Registration Statement becomes effective.
SIGNATURE
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, hereto duly authorized.
ROBBINS & MYERS, INC.
By /s/ Joseph M. Rigot
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Joseph M. Rigot
Secretary
Dated at Dayton, Ohio
January 2, 1997
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TABLE OF EXHIBITS
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The following exhibits are being incorporated into this filing by
reference to a previous filing with the Securities and Exchange Commission.
1. Indenture relating to $65,000,000 Convertible Subordinated
Notes Due 2003, with Star Bank, N.A., as Trustee, dated September
1, 1996, was filed as Exhibit 4.3 to the Company's Registration
Statement on Form S-3 (Reg. No. 333-10619).
2. Amended Articles of Incorporation of Robbins & Myers, Inc.
were filed as Exhibit 3.1 to the Company's Report on Form 10-Q for
the quarter ended February 28, 1995.
3. Code of Regulations of Robbins & Myers, Inc. was filed as
Exhibit 3.2 to the Company's Report on Form 10-Q for the quarter
ended February 28, 1995.
4. $150,000,000 Credit Agreement dated November 26, 1996 among
Robbins & Myers, Inc., Bank One, Dayton, N.A., as Administrative
Agent, NationsBank, N.A., As Documentation and Syndication Agent,
and the Lenders named therein.
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