8-K

 

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): March 23, 2005

The Reynolds and Reynolds Company
__________________________________________
(Exact name of registrant as specified in its charter)

Ohio	1-10147	31-0421120
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
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 1.01. Entry into a Material Definitive Agreement.

Mr. Scot Eisenfelder was recently hired to serve as Senior Vice President, Marketing and Strategic Planning, effective May 1, 2005. He will be an executive officer of the company. Pursuant to the terms of his employment, Mr. Eisenfelder is entitled to receive an annual base salary of $325,000 and he is entitled to participate in the company's executive compensation arrangements described in the compnay's Proxy Statement filed with the SEC on January 6, 2005 (the "2005 Proxy Statement"), including without limitation, bonus programs and equity compensation plans. In addition, Mr. Eisenfelder was granted a sign-on bonus, payable on May 1, 2005, of (i) $80,000 in cash, (ii) 10,000 shares of restricted stock under the 2004 Executive Stock Plan (as defined below), 5,000 of which will have time-based restrictions and 5,000 of which will have performance-based restrictions and (iii) 50,000 stock options issued at fair market value and vesting 33% over a three year period. Mr. Eisenfelder is entitled to a severanc e package equal to a lump sum severance payment equal to one (1) times his annual base salary following a termination by the company for any reason other than cause (as defined in the company's 2004 Executive Stock Incentive Plan filed with the SEC on December 30, 2003 as Appendix C to the company's Proxy Statement (the "2004 Executive Stock Plan"). The company also will enter into a change in control agreement with Mr. Eisenfelder on May 1, 2005, substantially in the form filed with the SEC on October 6, 2004 under Item 1.01 of the company's Current Report on Form 8-K (the "2004 8-K").

Effective March 21, 2005, Ms. Terri Mulcahey, formerly Vice President, Implementation Services, was promoted to the postion of Senior Vice President, Sales and Services. She is an executive officer of the company. Pursuant to the terms of her employment, Ms. Mulcahey is entitled to receive an annual base salary of $275,000 and she is entitled to participate in the company's executive compensation arrangements descri bed in the company's 2005 Proxy Statement, including without limitation, bonus programs and equity compensation plans. In addition, Ms. Mulcahey was granted a sign-on bonus on March 21, 2005, of 10,000 shares of restricted stock under the 2004 Executive Stock Plan, 5,000 of which have time-based restrictions and 5,000 of which have performance-based restrictions. The company also has entered into a change in control agreement with Ms. Mulcahey, effective March 21, 2005, substantially in the form filed with the 2004 8-K.

Item 8.01. Other Events.

On March 23, 2005, the company issued a press release regarding a companywide reorganization. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

99.1 Press release dated March 23, 2005

SIGNATURES

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
March 23, 2005	By:	Douglas M. Ventura
		Name: Douglas M. Ventura
		Title: Execuitve Vice President, Operations, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
99	Press Release dated March 23, 2005

EX-99

NEWS

CEO Fin O’Neill Announces “New Reynolds”: Nimble, Flexible, Customer-Focused

J.D. Power executive Scot Eisenfelder to lead Reynolds’ Marketing and Strategic Planning;
Sales and Service brought together under former Service Manager of the Year
and Area Sales Vice President, Terri Mulcahey

DAYTON, OHIO, March 23, 2005 — Fin O’Neill, president and CEO of The Reynolds and Reynolds Company (NYSE:REY), today announced a reorganization designed to deliver the results customers, shareholders and employees expect. The reorganization was driven by several key principles.

“Since joining Reynolds in January, I’ve spent my time questioning, listening and observing, meeting with dozens of customers and scores of associates. As a result, we’ve structured the organization to think, act and measure our performance from a ‘customer-in’ rather than a ‘products-out’ approach,” O’Neill said. “In short, we will ensure that we see ourselves through our customers’ eyes.”

“This new structure is designed to better meet the needs of our customers, helping them sell more cars and take care of their customers, profitably, while growing Reynolds’ own revenue and profitability. We are recognizing the obvious: we succeed only if our customers see value in our products and services.

“As a market-driven, customer-focused organization, we need to give more authority and flexibility to our field, to the people who interact with our customers every day. We’re placing much more profit and loss authority in Sales and Service, while we focus the company on removing barriers that get in the way of the people who serve our customers.

“We will also recognize the power of unleashing 4,500 associates to focus single-mindedly on our customers. I’ve always believed strongly in the servant/leader model. We want our associates who are closest to the customer, closest to our products, and closest to our processes to act on behalf of our customers and to lead us everyday,” O’Neill said. “The role of the leadership team is to serve associates who lead. Remove barriers in the organization. Remove obstacles to serving the customer. Eliminate operating silos. That’s the kind of company we will be.

“We have the strongest team in the industry,” O’Neill said. “This organization, like me, has a powerful affinity for automobile dealers. The actions we’ve taken now put us one step closer to our customers in a meaningful way. We brought sales and service into a single organization, presenting a single Reynolds face to dealers. We are combining marketing and strategic planning, because meeting the needs of our customers tomorrow requires the right planning and the right market presence. We are bringing together every aspect of the development, management, and operations of our solutions for customers so that we have a single line of sight in delivering the solutions and services that the market needs and our sales and services organization deliver to customers. And, we are establishing a corporate services function that will serve the organization and the cultural change that supports a customer-centric organization.”

O’Neill provided details on the new senior management team, focused on implementing the new customer-centric culture and focus.

Scot Eisenfelder joins Reynolds as senior vice president, Marketing and Strategic Planning, from J.D. Power & Associates. At J.D. Power, Eisenfelder served as senior vice president, Automotive, responsible for developing, selling and executing offerings for Power’s retail practice area. Prior to Power, Eisenfelder held senior positions in the automotive unit of Accenture and Booz Allen Hamilton’s engineering manufacturing group. He is a graduate of Princeton University, was a Fulbright Scholar at Mannheim Universitat in Germany, and earned an MBA in Entrepreneurial Studies at Wharton School, University of Pennsylvania.
“Scot’s knowledge of the automotive industry, his creative and entrepreneurial skills, and his strong business acumen will help us drive our overall product and services portfolio strategies more aggressively, while strengthening our marketing and go-to-market strategies,” O’Neill said.

Reynolds’ Sales and Services are now combined under Terri Mulcahey, who was named senior vice president. Mulcahey was previously vice president, Implementation Services, where she was responsible for leading customer education and field engineering. Earlier, she held positions as vice president of Customer Service and area vice president, Sales, for the company’s Midwest market. She joined Reynolds in 1987 as a software application training specialist and holds a bachelor of business administration degree from Northwood University in Midland, Michigan.

“Terri has been highly successful in every job she has held in her 18 years at Reynolds,” said O’Neill. “She is extraordinarily customer focused and dedicated to helping our customers succeed. She has great motivational and management skills.”

Reynolds combined its product and platform management, quality and timely delivery under Mike Berry, senior vice president, Solutions Management, Development and Operations. Berry joined Reynolds in 2003 as senior vice president of Services. Before joining Reynolds, he was executive vice president, Customer Support and general manager for Stored Value Systems at Comdata, a division of Ceridian. He holds a bachelor’s degree in finance from Augsburg College and an MBA, finance, from University of St. Thomas.

“Mike has strong operating experience financial acumen. He brings discipline and imagination to the product development process. He focuses activities on what is best for our customers,” O’Neill said.

The company is taking a more operational focus to bring improved management information reporting and business analysis to support its line leaders. As previously announced, a search is underway to replace Dale Medford, executive vice president, chief financial officer and director, who has announced his intention to retire from the company and its board of directors effective June 1, 2005.

“We have the benefit of reaping the rewards of a very strong financial model that Dale helped to architect. We’re well on the way to finding a successor to fill this formidable position,” O’Neill said.

Doug Ventura heads Corporate Services and Reynolds International as executive vice president. Ventura had served as acting executive vice president of operations since July 2004, and has served as general counsel and secretary since September 2000. He joined Reynolds as associate general counsel in 1996 from Coolidge Wall Womsley & Lombard, where he was shareholder and vice chair. He holds a bachelor’s degree in chemistry from the University of Notre Dame and a juris doctor from the University of San Diego.

“Doug has done a wonderful job in directing our incadea operations in Europe. He will help us scale our broad international presence as we work to become the leader for providing automobile dealers across the globe with integrated solutions,” O’Neill said.

George Close is vice president, Operational Excellence, responsible for the company’s operational planning, solutions readiness council and products requirements council. He previously held positions with Reynolds as vice president, Solutions Marketing Operations, and as head of Automark Web Services. He joined Reynolds from Global Learning Systems, where he was executive vice president and chief operating officer. Close served for over 30 years as a U.S. Army officer, retiring as a major general. He has a B.S. degree in management from Pepperdine University. His military education includes graduation from the Marine Command and Staff College and the National War College.

“We want George to extend the progress we’ve made with our solutions readiness efforts by creating discipline and processes around our product requirement efforts,” O’Neill said. “George has a strong operational background and leadership experience in large organizations. He is adept at creating high-speed cross-functional teams focused on standards and execution.”

O’Neill also said he intends to work closely on several key initiatives with 38-year Reynolds veteran, Tom Suttmiller, who most recently led Sales and Marketing for the company. Suttmiller, who recently announced his intention to retire September 30, was named senior vice president, Customer Relations.

“Before Tom retires, I want him to help the company simplify our billing processes and create a compelling long-term strategy for our documents business,” O’Neill said. “Tom likes to have an empty chair at his meetings, representing the customer. He believes, like I do, that anything we do should create value for our customers, otherwise we shouldn’t do it. I plan to tap his immense insight consistently, until he enjoys a well-earned retirement.”

The reorganization is effective April 1.

About Reynolds
Reynolds and Reynolds (http://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. Reynolds serves automotive retailers and OEMs globally through its incadea solution and a worldwide partner network, as well as through its consulting practice.

Certain statements contained herein 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 by the company may be identified by the use of words such as “expects,” “intends,” “plans,” “anticipates,” “believes,” “seeks,” “estimates,” and similar expressions. Forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions which are difficult to predict. Actual outcomes and results may differ materially from what is expressed, forecasted or implied in any forward-looking statement. The company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. 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 November 3, 2004, which is incorporated herein by reference.

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Contact:
Media	Investors
Paul Guthrie 937.485.8104 paul_guthrie@reyrey.com	John Shave 937.485.1633 john_shave@reyrey.com

Mark Feighery
937.485.8107
mark_feighery@reyrey.com