-----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, TfQGCVwJ7ruilq9ngNQNpIe3qcHfiJG0W5xrUdX5AkUZXIOpNAHnidNF0ssJWPax aMuEkWwb5jHj4e30+KWJ+Q== 0000950152-98-008237.txt : 19981021 0000950152-98-008237.hdr.sgml : 19981021 ACCESSION NUMBER: 0000950152-98-008237 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981020 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: REYNOLDS & REYNOLDS CO CENTRAL INDEX KEY: 0000083588 STANDARD INDUSTRIAL CLASSIFICATION: MANIFOLD BUSINESS FORMS [2761] IRS NUMBER: 310421120 STATE OF INCORPORATION: OH FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: SEC FILE NUMBER: 001-10147 FILM NUMBER: 98728089 BUSINESS ADDRESS: STREET 1: 115 S LUDLOW ST CITY: DAYTON STATE: OH ZIP: 45402 BUSINESS PHONE: 5134432000 MAIL ADDRESS: STREET 1: P.O. BOX 2608 CITY: DAYTON STATE: OH ZIP: 45401 8-A12B/A 1 THE REYNOLDS AND REYNOLDS COMPANY 8-A12/B 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 THE REYNOLDS AND REYNOLDS COMPANY (Exact name of registrant as specified in its charter) OHIO 31-0421120 (State of Incorporation) (IRS Employee Identification Number) 115 SOUTH LUDLOW STREET, DAYTON OHIO 45402 (Address of principal executive offices) 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: (If applicable). 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 ------------------- ------------------------------ Class A Common Shares, no par value New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: NONE. 2 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED - ------- ------------------------------------------------------- There hereby are registered Class A Common Shares, no par value, ("Class A Common Shares"), of The Reynolds and Reynolds Company, hereinafter referred to as the "Registrant" or the "Company." The Registrant has an authorized capitalization of 240,000,000 Class A Common Shares, of which there were 92,274,747 Shares issued and outstanding (including 14,517,814 treasury shares) as of September 30, 1998. All of the issued and outstanding shares are fully paid and nonassessable. Each holder of Class A Common Shares and Class B Common Shares is entitled to one vote per share held of record. All Shares vote as a single class except that, as required by law, shareholders vote separately by classes in the case of certain proposed amendments to the Amended Articles of Incorporation or other corporate actions having comparable significance. Ohio law provides for cumulative voting with respect to the election of directors in the event that a shareholder requests cumulative voting by written notice not less than forty-eight (48) hours prior to the time fixed for the meeting at which directors are to be elected. The holders of Class A Common Shares and Class B Common Shares are entitled to receive dividends when and as declared by the Board of Directors. No dividend may be declared or paid on either class unless a dividend shall be simultaneously declared and paid on both classes. Any dividend declared and paid on Class A Common Shares shall be in a per share amount equal to twenty (20) times the dividend simultaneously declared and paid on the Class B Common Shares. In the event of the liquidation of the Company, any distribution made with respect to the Class A Common Shares shall be in a per share amount equal to twenty (20) times the distribution made with respect to each Class B Common Share. Each Class B Common Share, may, at the option of the holder thereof, be converted into 1/20th of a Class A Common Share. Class B Common Shares surrendered for conversion are canceled and may not be reissued. All outstanding Class B Common Shares are subject to an agreement under which they may not, unless previously converted into Class A Common Shares, be transferred to anyone except the wife, children and grandchildren of Richard H. Grant, Jr. All outstanding Class B Common Shares are beneficially held by Richard H. Grant, III, a Director of the Company. In the aggregate, Mr. Grant, III beneficially holds Class A Common Shares and Class B Common Shares representing approximately 20% of the voting power of the Company's outstanding capital stock as of September 30, 1998. Neither class of the Company's capital stock has preemptive rights. ITEM 2. EXHIBITS - ------- -------- The following exhibits are filed as a part of this amended registration statement: (1) Amended Articles of Incorporation, Restatement effective February 9, 1995; incorporated by reference to Exhibit A of the Company's definitive proxy statement dated January 5, 1995 filed with the Securities and Exchange Commission. 2 3 (2) Amendment to the Company's Amended and Restated Articles of Incorporation effective April 25, 1997 and filed herein as Exhibit 2. (3) Shareholder Rights Plan incorporated by reference to Exhibit I to the Company's Form 8-A (File No. 1-10147) which was adopted on May 6, 1991 and filed with the Securities and Exchange Commission on May 8, 1991. 3 4 SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this amended Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. THE REYNOLDS AND REYNOLDS COMPANY /s/ David R. Holmes ------------------------------------------ David R. Holmes, Chairman of the Board, President and Chief Executive Officer. Dated: October 19, 1998 4 EX-2 2 EXHIBIT 2 1 EXHIBIT 2 AMENDMENT TO THE AMENDED ARTICLES OF INCORPORATION OF THE REYNOLDS AND REYNOLDS COMPANY EFFECTIVE APRIL 25, 1997 2 CERTIFICATE OF AMENDMENT TO AMENDED ARTICLES OF INCORPORATION OF THE REYNOLDS AND REYNOLDS COMPANY David R. Holmes, Chairman of the Board, President and Chief Executive Officer, and Adam M. Lutynski, Secretary, of The Reynolds and Reynolds Company, an Ohio corporation (the "Corporation"), do hereby certify that at a meeting of the shareholders of the Corporation duly called and held on February 13, 1997, the following resolutions were adopted by the affirmative vote of the holders of shares entitling them to exercise 85.87% of the voting power of the corporation, with Class A Common Shares and Class B Common Shares voting as a single class: RESOLVED, that Article FOURTH, Section 1 of the Amended Articles of Incorporation of THE REYNOLDS AND REYNOLDS COMPANY (the "Corporation") be, and hereby is, amended (i) to increase the number of authorized Class A Common Shares from 120,000,000 to 240,000,000, and (ii) to increase the number of authorized Class B Common Shares from 30,000,000 to 40,000,000. FURTHER RESOLVED, that the Chairman of the Board, President and Chief Executive Officer and the Secretary of this Corporation be, and they hereby are, authorized and directed to take all action necessary to implement the foregoing resolution, including, without limitation, causing a Certificate of Amendment to Amended Articles of Incorporation to be filed with the Ohio Secretary of State; and the following resolutions were adopted by the affirmative vote of the holders of 86.39% of issued and outstanding Class A Common Shares and 100.00% of the issued and outstanding Class B Common Shares: RESOLVED, that Article FOURTH, Section 1 of the Amended Articles of Incorporation of the Corporation be, and hereby is, amended to reclassify all Class A Common Shares and Class B Common Shares to "no par value" shares; FURTHER RESOLVED, that the Chairman of the Board, President and Chief Executive Officer and the Secretary of this Corporation be, and they hereby are, authorized and directed to take all action necessary to implement the foregoing resolution, including, without limitation, causing a Certificate of Amendment to Amended Articles of Incorporation to be filed with the Ohio Secretary of State; and that as a result of such votes, the shareholders approved the following specific text for Article FOURTH, Section 1 of the Amended Articles of Incorporation of the Corporation: The total number of shares of capital stock that the Corporation is authorized to issue is 340,000,000, divided into three classes as follows: 3 (i) 240,000,000 Class A Common Shares, no par value (hereafter referred to as "Class A Common Shares"); (ii) 40,000,000 Class B Common Shares, no par value (hereafter referred to as "Class B Common Shares" and referred collectively with the Class A Common Shares as "Common Shares"); and (iii) 60,000,000 Preferred Shares, no par value (hereafter referred to as "Preferred Shares"). IN WITNESS WHEREOF, the above named officers, acting for and on behalf of the Corporation, have executed this Certificate this 18th day of April, 1997. By /s/ David R. Holmes ------------------------------------ David R. Holmes Chairman of the Board, President and Chief Executive Officer By /s/ Adam M. Lutynski ------------------------------------ Adam M. Lutynski Secretary -----END PRIVACY-ENHANCED MESSAGE-----