-----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, K0QOmgtWWEyhjBK6OvLs4QFhNYSQJuyW93+rWsBpfUPgJ19Rlderk8PqsU6o8+GP aLXEU31uQVY7bQF57XEnLw== 0000950152-04-003585.txt : 20040505 0000950152-04-003585.hdr.sgml : 20040505 20040505081943 ACCESSION NUMBER: 0000950152-04-003585 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040504 ITEM INFORMATION: Other events FILED AS OF DATE: 20040505 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: 04779525 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 l07432ae8vk.txt REYNOLDS & REYNOLDS 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: May 4, 2004 (Date of earliest event reported) THE REYNOLDS AND REYNOLDS COMPANY (Exact name of registrant as specified in the charter) OHIO 1-10147 31-0421120 (State or other jurisdiction of (Commission File No.) (IRS Employer incorporation) Identification No.) THE REYNOLDS AND REYNOLDS COMPANY ONE REYNOLDS WAY DAYTON, OHIO 45402 (Address of Principal Executive Offices) (937) 485-2000 (Registrant's telephone number including area code) 115 SOUTH LUDLOW STREET DAYTON, OHIO 45402 (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE On May 4, 2004, The Reynolds and Reynolds Company issued the press release attached hereto as Exhibit 99.1 announcing its third quarter dividend and a change in its board of directors and certain board committees. The press release is hereby incorporated by reference. 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. THE REYNOLDS AND REYNOLDS COMPANY By: /s/ Douglas M. Ventura --------------------------------- Douglas M. Ventura, Vice President of Corporate and Business Development, General Counsel and Secretary Dated: May 4, 2004 EXHIBIT INDEX ------------- 99.1 Press Release of The Reynolds and Reynolds Company dated May 4, 2004. EX-99.1 2 l07432aexv99w1.txt NEWS RELEASE [REYNOLDS & REYNOLDS LOGO] NEWS - -------------------------------------------------------------------------------- REYNOLDS AND REYNOLDS DECLARES REGULAR THIRD QUARTER DIVIDEND, ANNOUNCES BOARD OF DIRECTORS CHANGES DAYTON, OHIO, May 4, 2004 - The Reynolds and Reynolds Company's (NYSE: REY) board of directors today declared a regular third quarter Class A common stock dividend of 11 cents per share, payable June 10, 2004, to shareholders of record as of May 21, 2004. The company also announced that Donald K. Peterson, 54, chairman and CEO, Avaya, Inc. will step down from the company's board of directors at the company's annual meeting of shareholders in February, 2005, due to increasing business demands and a resulting desire to reduce his outside directorships. Effective immediately, Mr. Peterson will step down as chair of the Audit Committee and as a member of the Nominating and Governance Committee. He has been a member of the Reynolds and Reynolds board of directors since 1998. "Don has been a dedicated leader and contributor," Lloyd `Buzz' Waterhouse, Reynolds' CEO, chairman and president, said. "He has been a strong chair of the Audit Committee. We appreciate the many hours he has devoted to the company. We'll sorely miss Don, but we respect the many demands on his time." Effective today, Stephanie W. Bergeron, 50, is named chair of the Audit Committee and a member of the Nominating and Governance Committee. Ms. Bergeron has been a member of the Reynolds and Reynolds board of directors and the Audit Committee since 2002. Ms. Bergeron is formerly Senior Vice President, Corporate Financial Operations of The Goodyear Tire and Rubber Company. During her career, she also held senior financial positions with Daimler Chrysler Corporation and Chrysler Corporation. Reynolds and Reynolds ( www.reyrey.com ) is the leading provider of integrated solutions that help automotive retailers manage change and improve their profitability. Serving the automotive retailing industry since 1927, Reynolds enables OEMs and retailers to work together to build the lifetime value of their customers. The company's award-winning product, service and training solutions include a full range of retail and enterprise management systems, Web and Customer Relationship Management solutions, learning and consulting services, documents, data management and integration, networking and support and leasing services. Reynolds serves more than 20,000 customers. They comprise nearly 90 percent of the automotive retailers and virtually all OEMs doing business in North America. The Reynolds International Division serves automotive retailers and OEMs through Incadea GmbH and its partner network as well as a worldwide consulting practice. Certain statements in this news release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The 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. Forward-looking statements made or to be made by or on behalf of the company may be identified by the use of words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions. Forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Actual outcomes and results may differ materially from what is expressed, forecasted or implied in the forward-looking statements. See also the discussion of factors that may affect future results contained in the company's Current Report on Form 8-K filed with the SEC on August 11, 2000, which we incorporate herein by reference. The company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. # # # REY0425 CONTACT: MEDIA INVESTORS Paul Guthrie John Shave 937.485.8104 937.485.1633 paul_guthrie@reyrey.com john_shave@reyrey.com -----END PRIVACY-ENHANCED MESSAGE-----