-----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, F/i59kpHdn+01hxVagZeq2Y0QaBAeiO15xbBv4Fhx7WaL/IcbU7kJ7Kabn49iDO+ TzZgrBULrBTwp6hCmP3PhA== 0000950152-99-006838.txt : 19990816 0000950152-99-006838.hdr.sgml : 19990816 ACCESSION NUMBER: 0000950152-99-006838 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990813 EFFECTIVENESS DATE: 19990813 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: S-8 SEC ACT: SEC FILE NUMBER: 333-85177 FILM NUMBER: 99688809 BUSINESS ADDRESS: STREET 1: 115 S LUDLOW ST CITY: DAYTON STATE: OH ZIP: 45402 BUSINESS PHONE: 9374852000 MAIL ADDRESS: STREET 1: P.O. BOX 2608 CITY: DAYTON STATE: OH ZIP: 45401 S-8 1 THE REYNOLDS & REYNOLDS COMPANY S-8 1 As filed with the Securities and Exchange Commission on August 13, 1999 Registration No. 333 - - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE REYNOLDS AND REYNOLDS COMPANY (Exact name of registrant as specified in its charter) OHIO 31-0421120 (State or jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 115 SOUTH LUDLOW STREET, DAYTON, OHIO 45402 (Address of principal executive offices) (Zip code) THE REYNOLDS AND REYNOLDS COMPANY STOCK OPTION PLAN - 1995 (Full title of the plan) ADAM M. LUTYNSKI, ESQ. GENERAL COUNSEL AND SECRETARY THE REYNOLDS AND REYNOLDS COMPANY 115 SOUTH LUDLOW STREET, DAYTON, OHIO 45402 (Name and address of agent for service) (937) 485-2000 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE -------------------------------
- ------------------------------------------------------------------------------------------------------------------------------- Title of Securities to be Amount to be Proposed maximum Proposed maximum Amount of registration registered registered offering price per share(2) aggregate offering price(2) fee(3) Class A Common 3,006,225 $22.31 $67,068,880 $18,645 Shares, no par value(1) - -------------------------------------------------------------------------------------------------------------------------------
(1) Represents Class A Common Shares which are issuable pursuant to the exercise of options granted under The Reynolds and Reynolds Company Stock Option Plan - 1995. (2) Pursuant to Rule 457(h), solely for the purpose of calculating the amount of the registration fee. The average of the high and low prices reported on the New York Stock Exchange Composite Index on August 9, 1999 was $22.31. (3) The registration fee was calculated pursuant to Rule 457(h) based upon the average high and low prices of the Registrant's Class A Common Shares reported on the New York Stock Exchange Composite Index on August 9, 1999 as reported in THE WALL STREET JOURNAL. 2 PART I This Registration Statement on Form S-8 relates to the registration of additional shares of the same class as other securities for which registration statements relating to The Reynolds and Reynolds Company's Stock Option Plan -- 1995 have been previously filed with the SEC and are effective (Registration Statement No. 333-12681). The contents of the Registration Statement on Form S-8 No. 333-12681 are herein incorporated by reference. There is no additional information which is required by Form S-8 to be included in this Part I. PART II ITEM 8. EXHIBITS. EXHIBIT INDEX ------------- Document - -------- (5) Opinion of Adam M. Lutynski, Esq., General Counsel and Secretary of The Reynolds & Reynolds Company (23) Consent of Deloitte & Touche LLP, independent auditors (24) Power of Attorney 2 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Dayton, State of Ohio, on August 13, 1999. THE REYNOLDS AND REYNOLDS COMPANY By: /s/ David R. Holmes ------------------------------------------------ David R. Holmes, Chairman of the Board and Chief Executive Officer 3 EX-5 2 EXHIBIT 5 1 EXHIBIT 5 August 13, 1999 Ladies and Gentlemen: As General Counsel and Secretary for The Reynolds and Reynolds Company (the "Company"), I am familiar with the Amended Articles of Incorporation of the Company under the laws of the State of Ohio, its Consolidated Code of Regulations, and the respective actions taken by the Shareholders and by the Board of Directors in connection therewith, and all subsequent corporate proceedings with respect thereto. In addition, I am familiar with the preparation of this Registration Statement on Form S-8 currently being filed with the SEC. I am also acquainted with the business activities of the Company and have examined corporate minute books, records and such other documents as I have deemed necessary in order to render to you the following opinion. Based upon the foregoing, I am of the opinion that: 1. The Company has been duly organized and is a validly existing corporation in good standing under the laws of the State of Ohio. 2. As of August 13, 1999, the 3,006,225 shares of Class A Common Stock proposed to be issued pursuant to the Company's Stock Option Plan -- 1995 as registered by this Registration Statement on Form S-8 will be duly authorized and validly issued, and are fully paid and nonassessable when issued pursuant to the Company's Stock Option Plan -- 1995. Very truly yours, /s/ Adam M. Lutynski Adam M. Lutynski General Counsel and Secretary EX-23 3 EXHIBIT 23 1 EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement relating to 3,006,225 shares of Class A Common Shares of The Reynolds and Reynolds Company on Form S-8 of our report dated November 17, 1998, appearing in the Annual Report on Form 10-K of The Reynolds and Reynolds Company for the year ended September 30, 1998. /s/ DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Dayton, Ohio August 11, 1999 EX-24 4 EXHIBIT 24 1 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David R. Holmes and Adam M. Lutynski, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all future amendments to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and things and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date(s) indicated. /s/ David R. Holmes August 13, 1999 - ------------------------------------------------------------------------------- David R. Holmes, Chairman of the Board and Chief Executive Officer (Principal Executive Officer) and Director /s/ Dale L. Medford August 13, 1999 - ------------------------------------------------------------------------------- Dale L. Medford, Vice President, Corporate Finance and Chief Financial Officer (Principal Financial and Accounting Officer) and Director /s/ David E. Fry August 13, 1999 - ------------------------------------------------------------------------------- Dr. David E. Fry, Director August 13, 1999 - ------------------------------------------------------------------------------- Richard H. Grant, III, Director August 13, 1999 - ------------------------------------------------------------------------------- Richard H. Grant, Jr., Director /s/ Gayle B. Price, Jr. August 13, 1999 - ------------------------------------------------------------------------------- Gayle B. Price, Jr., Director /s/ James L. Arthur August 13, 1999 - ------------------------------------------------------------------------------- James L. Arthur, Director /s/ Allan Z. Loren August 13, 1999 - ------------------------------------------------------------------------------- Allan Z. Loren, Director /s/ Philip A. Odeen August 13, 1999 - ------------------------------------------------------------------------------- Philip A. Odeen, Director /s/ Donald K. Peterson August 13, 1999 - ------------------------------------------------------------------------------- Donald K. Peterson, Director /s/ Cleve L. Killingsworth, Jr. August 13, 1999 - ------------------------------------------------------------------------------- Cleve L. Killingsworth, Jr., Director
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