-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Irw7RxyEQ9ZG6tUI7UNRi/pzZtvDJnXiyo+DJLKyPqesq8xxcbcJOHVr6u5AnDKC ylwRst9U1h2t2IDnIykdlA== 0000898822-06-001124.txt : 20061026 0000898822-06-001124.hdr.sgml : 20061026 20061026150637 ACCESSION NUMBER: 0000898822-06-001124 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061026 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061026 DATE AS OF CHANGE: 20061026 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REYNOLDS & REYNOLDS CO CENTRAL INDEX KEY: 0000083588 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 310421120 STATE OF INCORPORATION: OH FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10147 FILM NUMBER: 061165599 BUSINESS ADDRESS: STREET 1: ONE REYNOLDS WAY CITY: DAYTON STATE: OH ZIP: 45430 BUSINESS PHONE: 9374852000 MAIL ADDRESS: STREET 1: P.O. BOX 2608 CITY: DAYTON STATE: OH ZIP: 45401 8-K 1 oct26_8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - -------------------------------------------------------------------------------- FORM 8-K - -------------------------------------------------------------------------------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 26, 2006 ------------------------ THE REYNOLDS AND REYNOLDS COMPANY - -------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) OHIO 1-10147 31-04211 - ---------------------------- ------------------------ -------------- (STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER OF INCORPORATION) IDENTIFICATION NUMBER) ONE REYNOLDS WAY DAYTON, OHIO 45430 - ------------------------------------------------------------ ----------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (937) 485-2000 ----------------------------- NOT APPLICABLE - -------------------------------------------------------------------------------- (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01 OTHER EVENTS. On October 26, 2006, The Reynolds and Reynolds Company issued a press release, attached hereto as Exhibit 99.1 and incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (a) Not applicable. (b) Not applicable. (c) Not applicable. (d) Exhibits. EXHIBIT NO. DESCRIPTION 99.1 Press Release SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: October 26, 2006 The Reynolds and Reynolds Company By: /s/ Joyce Murty ------------------------------- Name: Joyce Murty Title: Assistant General Counsel and Director of Corporate Ethics and Compliance EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 99.1 Press Release EX-99.1 2 oct26_991.txt PRESS RELEASE, DATED OCTOBER 26, 2006 EXHIBIT 99.1 [REYNOLDS & REYNOLDS LOGO] NEWS - -------------------------------------------------------------------------------- REYNOLDS AND REYNOLDS ANNOUNCES CLOSING OF MERGER WITH UNIVERSAL COMPUTER SYSTEMS DAYTON, OHIO, OCTOBER 26, 2006 -- The Reynolds and Reynolds Company (NYSE:REY) today announced that its merger with Universal Computer Systems Inc. has closed. Reynolds shares will be de-listed from the New York Stock Exchange effective with the opening of business on October 27, 2006. The company also announced that Fin O'Neill, Reynolds' president and CEO, will be Vice Chairman, Office of the CEO, for the merged company. He will be responsible for helping lead the integration of the two companies and helping ensure that customer voices are heard and reflected in Reynolds' policies and procedures, as well as in products and services. Robert Brockman will serve as Chairman, Office of the CEO, for the new company. "My new title is different from what we had announced previously," O'Neill said. "But the more Mr. Brockman and I talked, the clearer it became to both of us that it would be more beneficial and efficient for Mr. Brockman to concentrate on key issues such as leveraging the research and development capabilities of both companies and getting familiar with day-to-day operational details, while I focus on what I identified as the number one priority when I joined Reynolds 20 months ago - our customers. "I want to ensure that we continue to listen to the voice of our customers, and that we demonstrate to our customers that we will treat them as well after the merger as before the merger. As I have said many times, the merger is about the value of the Reynolds brand and all that it implies for customers," he said. As announced on August 8, 2006, under the terms of the agreement with UCS, holders of Reynolds Class A common stock will receive $40 per share in cash. The transaction is valued at approximately $2.8 billion, including the assumption of Reynolds debt. Reynolds shareholders will receive a letter of transmittal with instructions advising them on how to send in their share certificates. The combined company will continue to be named The Reynolds and Reynolds Company, with the products and services of both Reynolds and UCS marketed under the Reynolds brand. Reynolds will continue to have headquarters and principal operations in Dayton, Ohio. CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS Certain statements contain forward looking statements, including statements relating to results of operations. These forward-looking statements are based on current expectations, estimates, forecasts and projections of future company or industry performance based on management's judgment, beliefs, current trends and market conditions. Actual outcomes and results may differ materially from what is expressed, forecasted or implied in any forward-looking statement. Forward-looking statements made by the company may be identified by the use of words such as "will," "expects," "intends," "plans," "anticipates," "believes," "seeks," "estimates," and similar expressions. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this document. For example, (1) Reynolds may be unable to achieve cost reduction and revenue growth plans; (2) the transaction may involve unexpected costs or unexpected liabilities; (3) the credit ratings of Reynolds or its subsidiaries may be different from what the parties expect; (4) the businesses of Reynolds may suffer as a result of uncertainty surrounding the transaction; (5) the timing of the initiation, progress or cancellation of significant contracts or arrangements, the 2 mix and timing of services sold in a particular period; and (6) Reynolds may be adversely affected by other economic, business, and/or competitive factors. These and other factors that could cause actual results to differ materially from those expressed or implied are discussed under "Risk Factors" in the Business section of our most recent annual report on Form 10-K and other filings with the Securities and Exchange Commission. The company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. ABOUT REYNOLDS Reynolds and Reynolds (www.reyrey.com) helps automobile dealers sell cars and take care of customers. Serving dealers since 1927, it is a leading provider of dealer management systems in the U.S. and Canada. The Company's award-winning product, service and training solutions include a full range of retail Web and Customer Relationship Management solutions, e-learning and consulting services, documents, data management and integration, networking and support and leasing services. Reynolds serves automotive retailers and OEMs globally through its incadea solution and a worldwide partner network, as well as through its consulting practice. MEDIA CONTACT: Mark Feighery 937.485.8107 mark_feighery@reyrey.com -----END PRIVACY-ENHANCED MESSAGE-----