As filed with the Securities and Exchange Commission on November 12, 1997
Registration No. _________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
REYNOLDS, SMITH AND HILLS, INC.
(Exact name of issuer as specified in its charter)
Florida 59-2986466
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4651 Salisbury Road,Suite 400 32256
Jacksonville, Florida (zip Code)
(Address of principal executive offices)
REYNOLDS, SMITH AND HILLS,INC.
AMENDED AND RESTATED 1991 INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
David K. Robertson, Executive Vice President
Reynolds, Smith and Hills, Inc.
4651 Salisbury Road, Suite 400
Jacksonville, Florida 32256
(Name and address of agent for service)
(904) 296-2000
(Telephone number, including area code, of agent for service)
The Commission is requested to mail signed copies of
all orders, notices and communications to:
James L. Smith, III, Esq.
Troutman Sanders LLP
600 Peachtree Street, N.E.,Suite 5200
Atlanta, Georgia 30308-2216
(404) 885-3111
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maxiumum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered registered (1) per share (2) offering price (2) fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01
par value 50,000 shares $12.28 $614,000 $186
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
(1) Pursuant to Rule 416(a) under the Securities Act of 1933 (the "Act"),
includes an indeterminate number of additional shares which may be
offered and issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions a sprovided in the Reynolds,
Smith and Hills, Inc. Amended and Restated 1991 Incentive Stock Options
Plan (the "Plan")
(2) Pursuant to Rule 457(h)(I) under the Act, the offering price is
estimated solely for the purpose of calculating the registration fee on
the basis of 50,000 additional shares of Common Stock issuable pursuant
to the Plan at the book value of such securities computed as of
September 30, 1997.
- --------------------------------------------------------------------------------
<PAGE>
Explanatory Note
This Registration Statement relates to the amendment of the Reynolds,
Smith and Hills, Inc. Amended and Restated 1991 Incentive Stock Option Plan (the
"Plan") to increase the number of shares available for issuance upon the
exercise of stock options under the Plan form 50,000 to 100,000 (an increase of
50,000 shares).
Part I - Information Required in the Seciton 10(A) Prospectus
Item 1. Plan Information (1)
--------------------
Item 2. Registrant Information and Plan Annual Information (1)
------------------------------------------------------
(1) Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with the
Note to Part I of Form S-8
Part II - Information Required in the Registration Statement (2)
Item 3. Incorporation of Documents by Reference
---------------------------------------
The contents of the registration statements on Form S-8 (Registration
Nos. 33-40552 and 33-51102) filed by Reynolds, Smith and Hills,Inc. (the
"Company") with the Securities and Exchange Commission on May 13, 1991 and
August 24, 1992 each registering 25,000 shares of the Company's Common Stock are
hereby incorporated by reference.
Item 8. Exhibits
--------
The following exhibits are filed as part of this Registration
Statement:
Exhibit
Number
-------
5 Opinion of Troutman Sanders LLP
23.1 Consent of Troutman Sanders LLP (contained in opinion filed
in Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
(2) Certain information required by Part II to be contained in the Registration
Statement is omitted from this Registration Statement in accordance with
Instruction E on Form S-8
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 cuased this
Registration Statement to be signed on behalf by the undersigned, thereunto duly
authorized, in the city of Jacksonville, State of Florida, on November 12, 1997.
REYNOLDS, SMITH AND HILLS, INC.
(Registrant)
By: /s/David K. Robertson
-----------------------------------------
Name: David K. Robertson
Title: Executive Vice President, Chief Financial
Officer, Secretary and Treasurer
<TABLE>
<CAPTION>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statemen, as amended, has been signed by the following persons
in the capacities and on the dates indicated.
<S> <C> <C>
/s/Leerie T. Jenkins, Jr. Chairman of the Board and Chief Executive November 12, 1997
- ------------------------------ Officer (Principal Executive Officer)
Leerie T. Jenkins, Jr.
/s/David K. Robertson Executive Vice President, Chief Financial November 12, 1997
- ------------------------------ Officer, Secretary and Treasurer (Principal
David K. Robertson Financial and Accounting Officer)
/s/Darold F. cole Director November 12, 1997
- ------------------------------
Darold F. Cole
/s/J. Ronald Ratliff Director November 12, 1997
- ------------------------------
J. Ronald Ratliff
Director November 12, 1997
- ------------------------------
David E. Thomas, Jr.
Director November 12, 1997
- ------------------------------
Alexander P. Zechella
</TABLE>
II-3
Deloitte &
Touche LLP
Certified Public Accountants Suite 2801
Independent Square
One Independent Drive
Jacksonville, Florida 32202-5034
Telephone: (904) 356-0011
Facsimile: (904) 355-9104
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Reynolds, Smith and Hills, Inc. on Form S-8 of our report dated May 23, 1997,
appearing in the Annual Report on Form 10-K of Reynolds, Smith and Hills, Inc.
for the year ended March 31, 1997.
/s/Deloitte & Touche LLP
- -------------------------------
Deloitte & Touche LLP
Jacksonville, Florida
November 10, 1997
TROUTMAN SANDERS LLP
ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP
<TABLE>
<CAPTION>
<S> <C> <C> <C>
TWO EXCHANGE SQUARE, SUITE 3503A NATIONSBANK PLAZA 1300 I STREET, N.W. - SUITE 500 EAST
8 CONNAUGHT PLACE 600 PEACHTREE STREET, N.E. - SUITE 5200 WASHINGTON, D.C. 20005-3314
CENTRAL, HONG KONG ATLANTA, GEORGIA 30308-2216 TELEPHONE : 202-274-2950
TELEPHONE: (852) 2533-7888 TELEPHONE: 404-885-3000 FACSIMILE: 202-274-2994
FACSIMILE: (852) 2533 7898 FACSIMILE: 404-885-3900
</TABLE>
November 11, 1997
Reynolds, Smith and Hills, Inc.
4651 Salisbury Road
Suite 400
Jacksonville, Florida 32256
Re: Reynolds, Smith and Hills, Inc. Amended and Restated 1991
Incentive Stock Option Plan Registration Statement on Form S-8
Gentlemen:
This opinion is being delivered in connection with the filing by
Reynolds, Smith and Hills, Inc., a Florida corporation (the "Company"), with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), of a Registration Statement on Form S-8 (the
"Registration Statement") with respect to the proposed offering by the Company
of an additional 50,000 shares of the Company's Common Stock, par value $.01 per
share (the "Additional Shares"), to be issued in connection with Reynolds, Smith
and Hills, Inc. Amended and Restated 1991 Incentive Stock Option Plan (the
"Plan").
As counsel for the Company, we have examined the relevant corporate
documents, as well as the relevent state stautes (as reproduced in Harrision's
Florida Statutes Annotated, Volume 18, Section 607), incident to the giving of
this opinion, and we are generally familiar with the affairs of the Company.
Based upon the foregoing, we are of the opinion that, subject to
compliance with the pertinent provisions of the Securities Act and subject to
compliance with such securities or "Blue Sky" laws of any jurisdiction as may be
applicable, the Additional Shares reserved for issucance in accordance with the
Plan have been duly authorized and will, when and to the extent issued in
connection with and in accordance with the Plan and such relevant stock option
agreements granted thereunder, for a consideration at least equal to the par
value of such option shares, be validly issued, fully paid and nonassessable.
We do not purport to be experts on the laws of jurisdictions other than
Georgia, and we have not obtained opinions of local counsel in other
jurisdictions.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/Troutman Sanders, LLP
Troutman Sanders, LLP
