-----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, Phgi/73Yyn6ojvKXrsf+hEhFOl/oHA5XSVceufpORdfDIZi2ul3xBg8uZQwH6W5y RLEEoUQnX3eaB8nOfu6cUQ== 0000950152-97-000003.txt : 19970103 0000950152-97-000003.hdr.sgml : 19970103 ACCESSION NUMBER: 0000950152-97-000003 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970102 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROBBINS & MYERS INC CENTRAL INDEX KEY: 0000084290 STANDARD INDUSTRIAL CLASSIFICATION: PUMPS & PUMPING EQUIPMENT [3561] IRS NUMBER: 310424220 STATE OF INCORPORATION: OH FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-00288 FILM NUMBER: 97500097 BUSINESS ADDRESS: STREET 1: 1400 KETTERING TWR CITY: DAYTON STATE: OH ZIP: 45423 BUSINESS PHONE: 5132222610 MAIL ADDRESS: STREET 1: 1400 KETTERING TOWER CITY: DAYTON STATE: OH ZIP: 45423 8-A12G 1 ROBBINS & MYERS, INC. 8-A12G 1 FORM 8-A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 --------------------- ROBBINS & MYERS, INC. (Exact name of registrant as specified in its charter) --------------------- OHIO 31-0424220 (State of incorporation (I.R.S. Employer or organization) Identification No.) --------------------- 1400 Kettering Tower Dayton, Ohio 45423 (Address of principal executive offices) --------------------- If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. [ ] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box [ ] --------------------- Securities to be registered pursuant to Section 12(b) of the Act: Title of each class to Name of each exchange on which be so registered each class is to be registered - ---------------------- -------------------------------- None None Securities to be registered pursuant to Section 12(g) of the Act: 6-1/2% Convertible Subordinated Notes Due 2003 2 Item 1. Description of Registrant's Securities to be Registered. -------------------------------------------------------- (b) DEBT SECURITIES. This Registration Statement relates $65,000,000 of the 6-1/2% Convertible Subordinated Notes Due 2003 (the "Notes") of Robbins & Myers, Inc. (the "Company") which were sold in a firm commitment underwriting on September 24, 1996. The Notes were registered under the Securities Act of 1933 pursuant to a Registration Statement on Form S-3 (Reg. No. 333-10619) and the related Registration Statement on Form S-3 (Reg. No. 333-12271) which was filed pursuant to Rule 462(b) to increase the amount of the Notes covered by the original Registration Statement. All of the Notes remain outstanding. The description of the Notes contained in the Prospectus for the Notes filed pursuant to Rule 424(b)(1) with the Securities and Exchange Commission on September 20, 1996 and relating to Registration Statement No. 333-10619 is hereby incorporated herein by this reference. (e) MARKET INFORMATION FOR SECURITIES OTHER THAN COMMON STOCK. On December 8, 1996, the Company filed an application for listing of the Notes on The Nasdaq Small Cap Market. There is currently no established trading market for the Notes. The Company understands that such listing will become effective as soon as practical after this Registration Statement becomes effective. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, hereto duly authorized. ROBBINS & MYERS, INC. By /s/ Joseph M. Rigot ------------------------------- Joseph M. Rigot Secretary Dated at Dayton, Ohio January 2, 1997 -1- 3 TABLE OF EXHIBITS ----------------- The following exhibits are being incorporated into this filing by reference to a previous filing with the Securities and Exchange Commission. 1. Indenture relating to $65,000,000 Convertible Subordinated Notes Due 2003, with Star Bank, N.A., as Trustee, dated September 1, 1996, was filed as Exhibit 4.3 to the Company's Registration Statement on Form S-3 (Reg. No. 333-10619). 2. Amended Articles of Incorporation of Robbins & Myers, Inc. were filed as Exhibit 3.1 to the Company's Report on Form 10-Q for the quarter ended February 28, 1995. 3. Code of Regulations of Robbins & Myers, Inc. was filed as Exhibit 3.2 to the Company's Report on Form 10-Q for the quarter ended February 28, 1995. 4. $150,000,000 Credit Agreement dated November 26, 1996 among Robbins & Myers, Inc., Bank One, Dayton, N.A., as Administrative Agent, NationsBank, N.A., As Documentation and Syndication Agent, and the Lenders named therein. -2- -----END PRIVACY-ENHANCED MESSAGE-----