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): August 11, 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.

The informaiton set forth below in Item 5.02 is hereby incorporated by reference into this Item 1.01.

On August 9, 2005, at the Company's quarterly Board of Directors meeting, the Company increased the value of the equity component of the non-executive directors' compensation by increasing the grant of the annual award of the Company's Class A Common Shares from $25,000 to $80,000. The annual cash retainer for the Audit Committee Chair was also increased from $7,500 to $10,000 and the Audit Committee members (other than the Chair) were granted an annual retainer of $5,000.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

As previously announced, Gregory T. Geswein will join the The Reynolds and Reynolds Company as Chief Financial Officer beginning August 23, 2005.

Mr. Geswein will receive a base salary of $400,000 per year, which amount will be reviewed by the Compensation Committee of the Board of Directors annually. He will be eligible for an annual bonus based upon certain corporate and personal performance objectives, with a target of 65% of his base salary and a maximum bonus of 130% of his salary. For the fiscal years 2005 and 2006, Mr. Geswein is guaranteed bonuses totaling $260,000, $60,000 of which will be paid in 2005 and $200,000 in 2006. He will also receive a signing bonus of $100,000, which must be repaid to the company if Mr. Geswein voluntarily terminates employment within twelve (12) months of his start date. Mr. Geswein will receive options to purchase, at fair market value, 150,000 shares of Class A common stock of the company with a vesting schedule of 33.3% per year and a restricted stock aw ard of 25,000 shares, of which 12,500 are time-based and vest three years from the effective date of hire and 12,500 of which are based on the revenue growth performance of the company against the Standard & Poor's Mid-cap 400 over a three year period. Mr. Geswein will also be entitled to a severance benefit of 2 years base salary (12 months of base salary if termination is during second year of employment) and 100% of his targeted bonus if he is involuntarily terminated without cause during his first year of employement. After two years of service, the benefit will be 12 months of base salary plus a prorated bonus. He will also be eligible to participate in a supplemental executive retirement plan pursuant to which he will receive an annual retirement benefit equal to 4% of his average annual compensation for each year of service. Included in this benefit is a guarantee of a minimum annual benefit from all retirement plans of $170,000 after 5 years of service and $350,000 after 10 years of service. Mr. Geswein will also participate in the company's customary healthcare and other insurance and benefit plans.

The company will also enter into a change in control agreement with Mr. Geswein on August 23, 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.

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
August 11, 2005	By:	Douglas M. Ventura
		Name: Douglas M. Ventura
		Title: General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
99.1	New CFO - Greg Geswein

EX-99.1

NEWS

Gregory T. Geswein Named Reynolds and Reynolds CFO
Former CFO of Diebold, Incorporated

DAYTON, OHIO, August 8, 2005 – The Reynolds and Reynolds Company (NYSE: REY) announced today that Gregory T. Geswein (50) is joining the company as senior vice president and chief financial officer. He replaces former CFO Dale L. Medford, who retired on June 1.

Geswein comes to Reynolds from Diebold, Incorporated (NYSE: DBD), a global leader in providing integrated self-service delivery systems, security and services, where he served as CFO since April 2000. Geswein began his career with Armco, Incorporated, in 1978. He joined Mead Corporation in 1985 and held a number of senior financial positions during his career there, including vice president and corporate controller as well as corporate treasurer when he left to join Pioneer Standard Electronics, Inc., in 1999 as its CFO.

“Greg is an astute executive with a deep understanding of how to leverage finance operations to optimize businesses and implement growth strategies,” Fin O’Neill, president and chief executive officer, said. “Greg’s customer focus will fit well with our own ‘customer-in’ culture. He has proven to be a successful executive with strong leadership skills. We’re thrilled to have him on our team.”

“Reynolds has a powerful brand in the automotive retailing space,” Geswein said. “The company’s strong balance sheet and cash flow reflect a very solid financial model. I’m looking forward to joining Fin and his team. Reynolds has a wonderful opportunity to grow as a leading provider of services to automobile dealers around the globe.”

Geswein holds a bachelor’s degree in business administration and a master’s degree in finance from the University of Cincinnati. He and his wife Rose will relocate to Dayton. They have two children.

About Reynolds
Reynolds and Reynolds (www.reyrey.com) helps automobile dealers sell cars and take care of customers. Serving dealers since 1927, it is the leading provider of dealer management systems in the U.S. and Canada. Reynolds ranked first among major DMS providers in the most recent study of dealership satisfaction by the National Automobile Dealers Association. 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. Seventy of the Ward’s Dealer Business e-Dealer 100 leaders rely on Reynolds Web Solutions to manage their presence on the Internet. 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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REY0530

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