S-3

TABLE OF CONTENTS

FORM S-3
PROSPECTUS
TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
THE COMPANY
RISK FACTORS
SOME OF OUR END-MARKETS ARE CYCLICAL WHICH MAY CAUSE FLUCTUATIONS IN REVENUES AND OPERATING RESULTS
OUR BUSINESSES ARE ADVERSELY AFFECTED BY ECONOMIC DOWNTURNS
MORE THAN 50% OF OUR REVENUES COMES FROM SALES OUTSIDE THE UNITED STATES; AND WE ARE SUBJECT TO SPECIAL RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS.
OUR BANK CREDIT AGREEMENT IMPOSES RESTRICTIONS WITH RESPECT TO VARIOUS BUSINESS MATTERS.
VARIOUS RESTRICTIONS IN OUR GOVERNING DOCUMENTS AND OHIO LAW COULD HINDER A TAKEOVER OF US WHICH IS NOT SUPPORTED BY OUR BOARD OF DIRECTORS
FORWARD-LOOKING STATEMENTS
SELLING SHAREHOLDER
USE OF PROCEEDS
DESCRIPTION OF CAPITAL SHARES
	Certain Ohio Laws
PLAN OF DISTRIBUTION
EXPERTS
LEGAL MATTERS
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 14. Other Expenses of Issuance and Distribution.
	Item 15. Indemnification of Directors and Officers.
	Item 16. Exhibits.
	Item 17. Undertakings.
SIGNATURES
EX-4 REGISTRATION AGREEMENT
EX-5 OPINION OF THOMPSON HINE
EX-23.A CONSENT OF ERNST & YOUNG
EX-24 POWER OF ATTORNEY

As filed with the Securities and Exchange Commission on January 29, 2002
                                                                                                               Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ROBBINS & MYERS, INC.
(Exact Name of Registrant as Specified in Its Charter)

Ohio
(State or Other Jurisdiction of
Incorporation or Organization) 31-4242200
(I.R.S. Employer
Identification No.)

1400 KETTERING TOWER
DAYTON, OHIO 45423
(937) 222-2610
(Address, including zip code, and telephone number, including
area code, of Registrant’s principal executive office)

Kevin J. Brown
Vice President and Chief Financial Officer
Robbins & Myers, Inc.
1400 Kettering Tower
Dayton, Ohio 45423
(937) 222-2610
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies of all communications, including communications sent to agent
for service, should be sent to:

Joseph M. Rigot, Esq.
Thompson Hine LLP
2000 Courthouse Plaza, N.E.
10 West Second Street
Dayton, Ohio 45402
(937) 443-6586

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this registration statement, as determined by the selling shareholder.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [   ]

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [   ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [   ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [   ]

CALCULATION OF REGISTRATION FEE

			Proposed Maximum		Proposed Maximum
Title of Securities	Amount to be		Offering Price per		Aggregate Offering		Amount of
to be Registered	Registered(1)		Share(2)		Price(2)		Registration Fee
Common shares, no par value		600,000	$	22.30	$	13,380,000	$	1,231

(1)	In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement also covers an indeterminate number of common shares that may be offered or sold as a result of any adjustments from share splits, share dividends or similar events.
(2)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, based on the average of the high and low prices for a common share reported on the New York Stock Exchange on January 24, 2002.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

SUBJECT TO COMPLETION, FEBRUARY    , 2002

PROSPECTUS

600,000 Common Shares

ROBBINS & MYERS, INC.

We are registering 600,000 of our common shares for resale from time to time by the selling shareholder named herein, or its transferees, pledgees, donees or successors. We purchased Romaco, N.V. from Brian Fenwick-Smith on August 31, 2001. These 600,000 shares were issued by us to him on August 31, 2001 to pay part of the acquisition price of Romaco. He subsequently transferred these shares to the selling shareholder, Randomat International B. V., a company that he and members of his family own. We will not receive any proceeds from the sale of these shares, although we have paid the expenses of preparing this prospectus and the related registration statement.

We do not know when or how the selling shareholder intends to sell the common shares or what the price, terms or conditions of any sales will be. The selling shareholder may sell these common shares in market transactions or in privately negotiated transactions or through any other means described in the section entitled “Plan of Distribution” beginning on page 10.

INVESTING IN OUR COMMON SHARES INVOLVES RISKS. SEE “RISK FACTORS” BEGINNING ON PAGE 5.

Our common shares are traded on the New York Stock Exchange under the symbol “RBN”. On January 28, 2002, the last reported sale price of our common shares on the New York Stock Exchanges was $21.97 per share.

Our principal executive offices are located at 1400 Kettering Tower, Dayton, Ohio 45423 and our telephone number at that address is (937) 222-2610.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED THE SALE OF THE COMMON SHARES OR DETERMINED THAT THE INFORMATION IN THIS PROSPECTUS IS ACCURATE OR COMPLETE. IT IS ILLEGAL FOR ANY PERSON TO TELL YOU OTHERWISE.

The date of this Prospectus is February    , 2002

WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT CONTAINED IN, OR INCORPORATED BY REFERENCE IN, THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT. THE COMMON SHARES WILL NOT BE OFFERED IN ANY JURISDICTION WHERE THE OFFER IS NOT PERMITTED.

TABLE OF CONTENTS

Where You Can Find More Information
Incorporation of Certain Documents by Reference
The Company
Risk Factors
Forward-Looking Statements
Selling Shareholder
Use of Proceeds
Description of Capital Shares
Plan of Distribution
Experts
Legal Matters 2 2 4 5 7 8 9 9 10 11 12

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements and other information we file with the SEC at its public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of public reference rooms. Our SEC filings are also available to the public on the Internet, through a database maintained by the SEC at http://www.sec.gov and are also available through our web site at http://www.robbinsmyers.com. In addition, you can inspect and copy our reports, statements and other information at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

We filed with the SEC a registration statement on Form S-3 to register under the Securities Act the sale of the common shares described in this prospectus. This prospectus is part of that registration statement. As permitted by SEC rules, this prospectus does not contain all the information contained in the registration statement or the exhibits to the registration statement. You may refer to the registration statement or the exhibits to the registration statement for more information about our common shares and us.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to incorporate by reference into this prospectus the information we file with the SEC. This means that we can disclose important business, financial and other information to

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you by referring you to other documents separately filed by us with the SEC. All information incorporated by reference is considered to be part of this prospectus, unless and until that information is updated and superseded by the information contained in this document or any information subsequently incorporated by reference.

We incorporate by reference the documents listed below:

– Our Annual Report on Form 10-K for the fiscal year ended August 31, 2001;

– Our Quarterly Report on Form 10-Q for the quarter ended November 30, 2001; and

– Our Current Report on Form 8-K filed with the SEC on September 17, 2001.

You may request a copy of these filings, at no cost, by writing or telephoning us at the following address and telephone number:

Robbins & Myers, Inc.
1400 Kettering Tower
Dayton, Ohio 45423
(937) 222-2610
Attention: Investor Relations

Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference.

We also incorporate by reference all future filings we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 on or after the date of this prospectus until all the common shares offered by the selling shareholder have been sold.

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THE COMPANY

We design, manufacture and market on a global basis high-performance, specialized fluids management and other equipment for the pharmaceutical, energy, specialty chemical, water and waste water treatment and general industrial markets. We conduct our operations through three business segments: pharmaceutical, industrial and energy.

We acquired Romaco on August 31, 2001. Its results are not included in our results for our fiscal year ended August 31, 2001. With the acquisition of Romaco, we realigned our then existing Process Systems and Energy Systems business segments into three business segments: Pharmaceutical, Industrial and Energy for our fiscal year 2002, beginning September 1, 2001. We list below our actual revenues by business segment for fiscal 2001 and our revenues if we include Romaco’s results on a pro forma basis for fiscal 2001 using the fiscal 2002 business segments. We also present revenues for fiscal 2001 by region, both actual and on a pro forma basis with Romaco:

Revenues by Business Segment for the Year Ended August 31, 2001

	Actual						Pro forma with Romaco
	In Millions		% of Total				In Millions			% of Total
Segment						Segment
Process Systems	$	312		73	%	Pharmaceutical		$	313	55	%
Energy Systems	$	114		27	%	Industrial		$	141	25	%
						Energy		$	114	20	%

Revenues by Region for the Year Ended August 31, 2001

	Actual			Pro forma with Romaco
Region
United States		55	%		46	%
Europe		22	%		32	%
Canada and Mexico		12	%		10	%
South America		3	%		8	%
Asia		8	%		4	%

Pharmaceutical. Our pharmaceutical business segment includes Reactor Systems and our Romaco business units. Reactor Systems includes the manufacture and sale glass-lined reactor vessels under the Pfaudler and Tycon/Technoglass brand names. We have the worldwide leading market position in the manufacture and sale of glass-lined vessels for use in reactor systems. Romaco manufactures and sells a broad portfolio of processing, packaging, printing and security equipment for use by our pharmaceutical customers in various applications including the processing and packaging of tablets, strips, and capsules and the filling of tubes, bottles, vials and related items.

Industrial. Our industrial business segment includes Moyno progressing cavity pumps and related products; Chemineer, Kenics, Greerco, and Prochem industrial mixers; and Edlon

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corrosion-resistant lined pipe and fittings, glass-lined reactor system accessories, and high purity equipment for the semi-conductor industry. We sell the products of our industrial business segment principally to specialty chemical, water and wastewater treatment, and general industrial markets.

Energy In our energy business segment, we manufacture and sell a line of power sections used in directional drilling, down-hole progressing cavity pumps, and a variety of wellhead equipment used in the oil and gas exploration and production markets.

Our subsidiary companies have manufacturing operations in the United States, Canada, Mexico, Brazil, Belgium, England, Germany, Italy, Scotland, Switzerland and Singapore. Through joint ventures, we have additional manufacturing operations in France, India and China.

Our executive offices are located at 1400 Kettering Tower, Dayton, Ohio 45423, and our telephone number is 937-222-2610.

RISK FACTORS

You should carefully consider the risks described below before making a decision to invest in our common shares. Some of the following factors relate principally to our business and the markets in which we operate. Other factors relate principally to your investment in our common shares. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or those we currently deem immaterial may also adversely affect our business and operations.

If any of the matters included in the following risks were to occur, our business, financial condition, results of operations, cash flows and prospects could be materially and adversely affected. In such case, the trading price of our common shares could decline, and you could lose all or part of your investment.

SOME OF OUR END-MARKETS ARE CYCLICAL WHICH MAY CAUSE FLUCTUATIONS IN REVENUES AND OPERATING RESULTS

We have experienced and expect to continue to experience fluctuations in revenues and operating results due to economic and business cycles. We sell our products principally to pharmaceutical, specialty chemical, oil and gas exploration and production, and general industrial markets. While we serve a variety of markets to avoid a dependency on any one, a significant downturn in any one of our four leading markets could cause a material reduction in our revenues.

The oil and gas market, in particular, is cyclical in nature as the worldwide demand for oil and gas fluctuates. When worldwide demand for these commodities is depressed, the demand for our products used in drilling and recovery applications is reduced. We have historically generated lower revenues and profits in periods of declining demand for oil and gas. Accordingly, results of operations for any particular period are not necessarily indicative of the results of operations for any future period. Future downturns in demand for oil and gas could have a material, adverse

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effect on our business, financial condition, cash flow or results of operations. Similarly, the specialty chemical market has historically experienced cyclical fluctuations in demand that also could have a material adverse effect on our business, financial condition, cash flow or results of operations.

OUR BUSINESSES ARE ADVERSELY AFFECTED BY ECONOMIC DOWNTURNS

We, like other companies that sell capital equipment to a variety of industries, are impacted by economic downturns. Many of our customers, particularly in the specialty chemical, water and waste water treatment and general industrial markets, will delay capital projects, including non-critical maintenance and upgrades, during economic downturns. Our industrial businesses in particular were adversely affected by the soft economic conditions in 2001. The terrorist attacks on September l1, 2001 and the resulting war on terrorism caused instability in world markets, which, we believe, has further negatively impacted capital equipment purchases in our markets.

MORE THAN 50% OF OUR REVENUES COMES FROM SALES OUTSIDE THE UNITED STATES; AND WE ARE SUBJECT TO SPECIAL RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS.

Approximately 54% of our revenues for our fiscal year ended August 31, 2001 (with Romaco included on a pro forma basis) were derived from sales outside the United States. Conducting business outside the United States is subject to risks, including currency exchange rate fluctuations, changes in regional, political or economic conditions, trade protection measures such as tariffs or import or export restrictions, and unexpected changes in regulatory requirements. One or more of these factors could have a material adverse effect on our current international operations.

We are subject to a variety of laws regarding our international operations including regulations issued by the United States Customs Service and by the Bureau of Export Administration. We cannot predict the nature, scope or effect of future regulatory requirements to which our international manufacturing operations and trading practices might be subject or the manner in which existing laws might be administered or interpreted. Future regulations could limit the countries in which certain of our products may be manufactured or sold or could restrict our access to and increase the cost of obtaining products from foreign sources. In addition, actual or alleged violations of import-export laws could result in enforcement actions and/or financial penalties that could result in substantial costs.

OUR BANK CREDIT AGREEMENT IMPOSES RESTRICTIONS WITH RESPECT TO VARIOUS BUSINESS
MATTERS.

Our $180 million bank credit agreement contains numerous restrictive covenants that limit the discretion of management with respect to certain business matters. These covenants place significant restrictions on, among other things, our ability to incur additional indebtedness, to create liens or other encumbrances, to pay dividends or make other payments in respect of our common shares, to engage in transactions with affiliates, to make certain payments and investments and to merge or consolidate with another entity. The credit agreement also contains

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a number of financial covenants that require us to meet certain financial ratios and tests. A failure to comply with the obligations in the credit agreement could result in an event of default under the credit agreement, which, if not cured or waived, could permit acceleration of the indebtedness thereunder and acceleration of indebtedness under other instruments that may contain cross-acceleration or cross-default provisions, any of which could have a material adverse effect on our business, financial condition and results of operations.

VARIOUS RESTRICTIONS IN OUR GOVERNING DOCUMENTS AND OHIO LAW COULD HINDER A TAKEOVER OF US WHICH IS NOT SUPPORTED BY OUR BOARD OF DIRECTORS

Our articles of incorporation and code of regulations and the Ohio General Corporation Law contain provisions that could delay or prevent a change in control in a transaction that is not approved by our board of directors. These include provisions creating a classified board and limiting the shareholders’ powers to remove directors. Additionally, as an Ohio corporation, we are subject to the Ohio Control Share Acquisition Law and the Ohio Merger Moratorium Law that could delay or impede any proposed acquisition of the company which is not approved by our board of directors. See Description of Capital Shares at page 9 for more information.

FORWARD-LOOKING STATEMENTS

Some of the statements in this prospectus and any documents incorporated by reference constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance which involve known and unknown risks, uncertainties and other factors that may cause our businesses’ actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by any forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as may, will, could, would, should, expect, plan, anticipate, intend, believe, estimate, predict, continue or other comparable terminology. These statements are only predictions. Actual events or results may differ materially because of changes in general economic conditions, changes in our end markets or other factors. Moreover, we do not, nor does any other person, assume responsibility for the accuracy and completeness of those statements. We have no duty to update any of the forward-looking-statements after the date of this prospectus to conform them to actual results. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed under the captions Risk Factors in this prospectus and Forward-Looking Information in Management’s Discussion and Analysis of Results of Operations and Financial Condition in our Form 10-Q for the fiscal quarter ended November 30, 2001 and our Form 10-K for the fiscal year ended August 31, 2001 (each incorporated by reference in this prospectus) and similar sections in our future filings which we incorporate by reference in this prospectus, which describe risks and factors that could cause results to differ materially from those projected in such forward-looking statements.

We caution the reader that these risk factors may not be exhaustive. We operate in a continually changing business environment, and new risk factors emerge from time to time. Management

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cannot predict such new risk factors, nor can it assess the impact, if any, of such new risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those projected in any forward-looking statements. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results.

SELLING SHAREHOLDER

We are registering 600,000 of our common shares for resale from time to time by the selling shareholder named below, or its transferees, pledgees, donees or successors. We purchased Romaco from Brian Fenwick-Smith on August 31, 2001. These 600,000 shares were issued by us to him in a private placement transaction that was exempt from the registration requirements of the Securities Act of 1933, as amended, on August 31, 2001 to pay part of the acquisition price of Romaco. He subsequently transferred these shares to the selling shareholder, Randomat International B. V., a company that he and members of his family own.

The selling shareholder’s sale of the 600,000 shares offered hereby is restricted by certain provisions in the purchase agreement pursuant to which Brian Fenwick-Smith sold Romaco to us. Specifically, the selling shareholder may sell 200,000 shares after March 31, 2002, an additional 200,000 shares after October 6, 2002, and an additional 200,000 shares after March 31, 2003. We have, however, the right to waive these restrictions at any time and release all of the shares for sale. The table below lists certain information regarding the ownership of common shares by the selling shareholder.

				NUMBER OF		NUMBER OF
	NUMBER OF			SHARES		SHARES OWNED
	SHARES			REGISTERED		AFTER SALE
	BENEFICIALLY			FOR SALE		OF REGISTERED
NAME OF SELLING SHAREHOLDER	OWNED			HEREBY (1)		SHARES (2)
Randomat International B. V.(3)		600,000	(4)		600,000		-0-

(1)	This prospectus also covers any additional common shares issued to the selling shareholder as owner of the shares registered for sale hereby by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration.
(2)	The numbers presented assume the sale of all of the shares registered hereunder and that the selling shareholder acquires no additional common shares before the completion of the offering.
(3)	Brian Fenwick-Smith and members of his family beneficially own all of the outstanding capital shares of Randomat International B. V.
(4)	The 600,000 shares represent 5.1% of our outstanding common shares as of January 28, 2002.

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USE OF PROCEEDS

The selling shareholder will receive all of the proceeds from the sale of the common shares offered hereby.

DESCRIPTION OF CAPITAL SHARES

The common shares are the only class of capital shares of the Company. The Company is authorized to issue 40,000,000 common shares, and at January 28, 2002, there were 11,831,599 common shares outstanding. All of the outstanding common shares are fully paid and non-assessable. Shareholders do not have pre-emptive rights to purchase any securities of the Company.

Holders of common shares are entitled to receive such dividends as may be declared from time to time by the Board of directors out of funds legally available therefor. The ability of the Company to pay dividends is subject to certain contractual limitations in its credit agreement. Upon liquidation, holders of common shares are entitled to receive a pro rata share of all assets available to shareholders.

National City Bank is transfer agent and registrar of the common shares.

Holders of common shares are entitled to one vote per share upon all matters presented to shareholders. Shareholders do, however, have cumulative voting rights in the election of directors.

The Board of directors of the Company is divided into two classes, one class of four directors and one class of three directors. One class of directors is elected each year to serve for a two-year term. Directors may not be removed from office without the affirmative vote of the holders of at least two-thirds of the outstanding voting power of the Company. The Company’s code of regulations provides that only persons who are nominated in accordance with a specified procedure are eligible for election as directors. The procedure requires that notice of the nomination, together with the specified information concerning the nominee, must be given to the Company not less than 50 nor more than 75 days prior to the meeting at which directors are to be elected. These provisions of the code of regulations may not be amended or repealed without the affirmative vote of the holders of at least two-thirds of the voting power of the Company.

Certain Ohio Laws

Ohio’s Control Share Acquisition Act generally requires shareholder approval of any acquisition of shares of an Ohio corporation, which would result in the acquiring person first reaching or exceeding ownership of one-fifth, one-third or a majority of the total voting power of the corporation. Any such control share acquisition cannot be consummated unless authorized by the holders of: (i) a majority of the voting power of the corporation present at a meeting of

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shareholders, and (ii) a majority of such voting power other than shares held by the acquiring person or an officer or employee who is a director of the corporation, and other than shares acquired by a person or group after announcement of the proposed control share acquisition if the amount so acquired exceeds 1/2% of the outstanding voting shares or was acquired for a consideration exceeding $250,000.

Ohio’s Merger Moratorium Act prohibits an Ohio corporation from engaging in specified transactions such as mergers, certain asset sales, certain issuances of shares, a liquidation or the like with a beneficial owner of 10% or more of the outstanding voting power of the corporation during the three-year period following the date the person became the owner of the 10% interest, unless prior to such date the transaction or the acquisition of shares was approved by the directors of the corporation. After the three-year period, such transactions may be entered into if approved by the holders of at least two-thirds of the voting power of the corporation (including by the holders of at least a majority of the shares held by persons other than an interested person, as defined in the statute) or if the consideration to be paid in the transaction is at least equal to certain specified amounts.

PLAN OF DISTRIBUTION

The common shares covered by this prospectus may be sold from time to time by the selling shareholder or by its transferees, pledgees, donees or successors. Such sales may be made on the New York Stock Exchange or otherwise, at prices and on terms then prevailing or at prices related to the then current market price, or in privately negotiated transactions at mutually negotiated prices.

The manner in which the selling shareholder may sell shares subject to this prospectus include:

– ordinary brokerage transactions;

– transactions in which a broker solicits purchasers;

– block trades;

– for settlement of short sales, or through long sales, options or transactions involving cross or block trades;

– purchases by a broker or dealer as principal and resale by such broker or dealer for its account;

– put or call option transactions relating to the common shares;

– transactions directly between seller and purchaser without a broker;

– in connection with hedging transactions;

– by pledge to secure debts and other obligations; or

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– in any combination of any of the foregoing transactions or by any other legally available means.

To the extent required, this prospectus may be amended or supplemented from time to time to describe additional plans of distribution. In addition, any such shares that qualify for sale pursuant to Rule 144 of the Securities Act may be sold under Rule 144 rather than pursuant to this prospectus.

In effecting sales, brokers, dealers or agents engaged by the selling shareholder may arrange for other brokers or dealers to participate. Brokers, dealers or agents may receive commissions, discounts or concessions from the selling shareholder in amounts to be negotiated prior to the sale. A broker or dealer that acts as agent for a purchaser of common shares would be paid by the purchaser. Such brokers or dealers and any other participating brokers or dealers or the selling shareholder may be deemed to be underwriters within the meaning of the Securities Act in connection with such sales, and any commissions, discounts or concessions they make on resale may be deemed to be underwriting discounts or commissions under the Securities Act.

We have agreed to pay the expenses incident to the registration of the shares to be sold pursuant to this prospectus. The selling shareholder will pay the expenses of any attorneys, accountants or other advisors or professionals which it engages in connection with the sale of shares pursuant to this prospectus and all brokerage commissions, fees and discounts.

In order to comply with the securities laws of certain states, if applicable, the shares being offered hereby must be sold in such jurisdictions only through registered or licensed brokers or dealers.

At the time a particular offer of shares is made, if required, a prospectus supplement will be distributed that will set forth the number of shares being offered and the terms of the offering, including the name of any dealer or agent, any discount, commission and other item constituting compensation, any discount, commission or concession allowed or reallowed or paid to any dealer, and the proposed selling price to the public.

We have agreed to indemnify the selling shareholder and persons controlling the selling shareholder against certain liabilities, including certain liabilities under the Securities Act. The selling shareholder has agreed to indemnify us and certain related persons against certain liabilities, including certain liabilities under the Securities Act. The selling shareholder may indemnify any broker, dealer or other agent that participates in transactions involving the sale of the common shares, including against liabilities arising under the Securities Act.

EXPERTS

The consolidated financial statements of Robbins & Myers, Inc. included in Robbins & Myers, Inc.’s Annual Report (Form 10-K) for the year ended August 31, 2001, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein

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and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

LEGAL MATTERS

The legality of the shares offered by this prospectus will be passed upon for us by Thompson Hine LLP. Members of that firm own beneficially approximately 3,423 common shares, and Joseph M. Rigot, a partner of the firm, is our corporate secretary.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 14. Other Expenses of Issuance and Distribution.

     The following is an itemized statement of the expenses (all but the SEC fees are estimates) in connection with the issuance of the common shares being registered hereunder. All such expenses will be borne by Robbins & Myers, Inc. (the “Company”).

SEC Registration Fee		$	1,231
Legal fees and expenses		$	10,000
Accounting fees and expenses		$	5,000
Miscellaneous		$	1,100
	Total	$	17,331

Item 15. Indemnification of Directors and Officers.

     Section 2 of Article V of the Code of Regulations of the Company sets forth certain rights of the Company’s directors and officers to indemnification. Such rights provide indemnification by the Company as permitted by Ohio law. The liabilities against which a director and officer may be indemnified and factors employed to determine whether a director and officer is entitled to indemnification in a particular instance depend on whether the proceedings in which the claim for indemnification arises were brought (a) other than by and in the right of the Company (“Third Party Actions”) or (b) by and in the right of the Company (“Company Actions”).

     In Third Party Actions, the Company will indemnify each director and officer against expenses, including attorneys’ fees, judgments, decrees, fines, penalties, and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened or actual proceeding in which he may be involved by reason of his having acted in such capacity, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and with respect to any matter the subject of a criminal action, suit or proceeding, that he had no reasonable cause to believe that his conduct was unlawful.

     In Company Actions, the Company will indemnify each director and officer against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense or settlement of any such proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification is permitted with respect to (i) any matter as to which such person has been adjudged to be liable for negligence or misconduct in the performance of his duty to the Company unless a court determines such person is entitled to indemnification and (ii) any liability asserted in connection with unlawful loans, dividends, distribution, distribution of assets and repurchase of Company shares under Section 1701.95 of the Ohio Revised Code.

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     Unless indemnification is ordered by a court, the determination as to whether or not an individual has satisfied the applicable standards of conduct (and therefore may be indemnified) is made by the Board of directors of the Company by a majority vote of a quorum consisting of directors of the Company who were not parties to the action; or if such a quorum is not obtainable, or if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or by the shareholders of the Company.

     Section 2 of Article V of the Code of Regulations of the Company does not limit in any way other indemnification rights to which those seeking indemnification may be entitled. The Company has entered into an indemnification agreement with each director of the Company, the form of which was approved by the shareholders of the Company. A copy of such agreement was filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended August 31, 2001.

     The Company maintains insurance policies, which presently provide protection, within the maximum liability limits of the policies and subject to a deductible amount for each claim, to the Company under its indemnification obligations and to the directors and officers with respect to certain matters that are not covered by the Company’s indemnification obligations.

Item 16. Exhibits.

See Index to Exhibits, below.

Item 17. Undertakings.

     (a) The undersigned registrant hereby undertakes:

                     (1)  To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this registration statement:

     (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

     (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

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     (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that the undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant with the Securities Exchange Commission or furnished to the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

     (2)  That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (b) The undersigned registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act, that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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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 on Form S-3 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 January 28, 2002.

ROBBINS & MYERS, INC

By /s/

Name: Gerald L. Connelly
Title: President and Chief Executive Officer

     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 dates indicated.

Signature	Title
/s/ Gerald L. Connelly	President and Chief Executive Officer and a Director (Principal Executive Officer)	January 28, 2002
/s/ Kevin J. Brown	Vice President and Chief Financial Officer (Principal Financial Officer)	January 28, 2002
/s/ Thomas J. Schockman	Corporate Controller (Principal Accounting Officer)	January 28, 2002
* Maynard H. Murch IV	Chairman of the Board	January 28, 2002
* Robert J. Kegerreis	Director	January 28, 2002

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* Thomas P. Loftis	Director	January 28, 2002
* William D. Manning	Director	January 28, 2002
* John N. Taylor, Jr.	Director	January 28, 2002

* The undersigned, by signing his name hereto, does hereby execute this registration statement on behalf of the directors of the registrant indicated above by asterisks, pursuant to powers of attorney duly executed by such directors and included as an exhibit to this registration statement.

/s/

Gerald L. Connelly
Attorney-In-Fact
January 28, 2002

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INDEX TO EXHIBITS

Exhibit
Number	Description of Exhibit
3(a)	Amended Articles of Incorporation of Robbins & Myers, Inc. (filed as Exhibit 3.1 to the Company’s Report on Form 10-Q for the quarter ended February 28, 1998)
3(b)	Code of Regulations of Robbins & Myers, Inc. (filed as Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2001)
4	Registration Agreement, dated January 25, 2002, among Robbins & Myers, Inc., Brian Fenwick-Smith, and Randomat International B.V.*
5	Opinion of Thompson Hine LLP with respect to the legality of the securities being registered.*
23(a)	Consent of Ernst & Young LLP. *
23(b)	Consent of Thompson Hine LLP (contained in Exhibit 5). *
24	Powers of Attorney granted by each director whose name was signed to this registration statement by power of attorney. *

* Filed herewith.

II-6 EX-4 3 l92447aex4.txt EX-4 REGISTRATION AGREEMENT EXHIBIT 4 REGISTRATION AGREEMENT THIS REGISTRATION AGREEMENT, dated as of January 25, 2002 (this "AGREEMENT"), is entered into among ROBBINS & MYERS, INC., an Ohio corporation ("R&M PARENT"), BRIAN FENWICK-SMITH ("BFS"), and RANDOMAT INTERNATIONAL B.V., a Netherlands Antilles company which is wholly-owned by BFS and members of his family ("RANDOMAT"), under the following circumstances: A. BFS sold to Robbins & Myers Holdings, Inc., a Delaware corporation owned by R&M Parent ("BUYER"), all of the issued and outstanding capital stock of Romaco N.V., a Netherlands Antilles corporation ("ROMACO"), on August 31, 2001 pursuant to a Stock Purchase Agreement among BFS, Buyer, and R&M Parent dated August 10, 2001 (the "PURCHASE AGREEMENT"); B. Pursuant to Section 2.05 of the Purchase Agreement, 600,000 shares of R&M Parent Stock, evidenced by Stock Certificate No. RM-0321, registered in the name of BFS and dated August 31, 2001, were issued to BFS (the "BFS SHARES"); C. Pursuant to an Agreement Relating to Escrow Shares, dated January 2, 2002, among R&M Parent, BFS, and Randomat, BFS transferred the BFS Shares to Randomat; and D. In order to induce BFS to execute and deliver the Purchase Agreement, R&M Parent agreed that the BFS Shares would be registered under the Securities Act of 1933, as amended (the "SECURITIES ACT") and applicable state securities laws; IN CONSIDERATION OF THE PREMISES AND THE MUTUAL COVENANTS CONTAINED HEREIN AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, R&M PARENT, BFS, AND RANDOMAT AGREE AS FOLLOWS: ARTICLE I DEFINITIONS Capitalized terms used and not otherwise defined herein have the respective meanings given them in the Purchase Agreement. In addition, as used in this Agreement, the following terms have the following meanings: 1.1 "SHAREHOLDERS" means BFS, Randomat, and any of their transferees or assignees who receive or acquire Registrable Securities and who are entitled to the benefit of this Agreement as provided in Article VIII hereof. 1.2 The terms "REGISTER," "REGISTERED," and "REGISTRATION" refer to a registration effected by preparing and filing a Registration Statement in compliance with the Securities Act and pursuant to Rule 415 promulgated thereunder and the declaration or ordering of effectiveness of such Registration Statement by the SEC. 1.3 "REGISTRABLE SECURITIES" means the BFS Shares and any capital shares issued or issuable from time to time (with any adjustments) in exchange for or otherwise with respect to the BFS Shares; provided that securities will cease to be Registrable Securities at such time as they have been sold under a Registration Statement or pursuant to Rule 144 under the Securities Act. 1.4 "REGISTRATION PERIOD" means the period between the date of this Agreement and the earliest of (i) September 1, 2004 and (ii) the date on which all of the Registrable Securities have been sold by the Shareholders under the Registration Statement or pursuant to Rule 144. 1.5 "REGISTRATION STATEMENT" means a Registration Statement of R&M Parent filed under the Securities Act. 1.6 "RULE 415" means Rule 415 under the Securities Act, or any successor rule providing for offering securities on a continuous basis, and applicable rules and regulations thereunder. ARTICLE II REGISTRATION 2.1 REGISTRATION. R&M Parent will use its reasonable best efforts to file with the SEC within five business days after the date of this Agreement a Registration Statement on Form S-3 registering the Registrable Securities for resale. 2.2 EFFECTIVENESS OF THE REGISTRATION STATEMENT. R&M Parent will use its reasonable best efforts to cause the Registration Statement contemplated by the previous Section to be declared effective by the SEC as soon as practicable after filing. R&M Parent's reasonable best efforts will include, but are not limited to, promptly responding to all comments received from the staff of the SEC. If R&M Parent receives notification from the SEC that the Registration Statement will receive no action or review from the SEC, then R&M Parent will request that the Registration Statement become effective within five business days after such SEC notification. ARTICLE III ADDITIONAL OBLIGATIONS OF R&M PARENT 3.1 CONTINUED EFFECTIVENESS OF REGISTRATION STATEMENT. Subject to the limitations set forth in Section 3.4, R&M Parent will use its reasonable best efforts to keep the Registration Statement covering the Registrable Securities effective under Rule 415 at all times during the Registration Period. 3.2 ACCURACY OF REGISTRATION STATEMENT. Assuming the accuracy of information furnished by or on behalf of the Shareholders, any Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) filed by R&M Parent covering Registrable Securities will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. R&M Parent will promptly prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to permit sales pursuant to the Registration Statement at all times during the Registration Period (but subject to Section 3.4), and, during such period, will comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of R&M Parent covered by the Registration Statement until the termination of the Registration Period, or if earlier, until such time as all of such Registrable Securities have been disposed of. 3.3 FURNISHING DOCUMENTATION. R&M Parent will furnish to the Shareholders whose Registrable Securities are included in a Registration Statement, and legal counsel, representing the Shareholders, (a) promptly after each document is filed with the SEC, one copy of any Registration Statement filed pursuant to this Agreement and any amendments thereto, each preliminary prospectus (if any) and final prospectus and each amendment or supplement thereto; and (b) a number of copies of a prospectus, including a preliminary prospectus (if any), and all amendments and supplements thereto, and such other documents as the Shareholders may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Shareholder. R&M Parent will notify by facsimile the Shareholders whose Registrable Securities are included in any Registration Statement of the filing and the effectiveness of the Registration Statement and any post-effective amendment on the date of filing of the Registration Statement, effectiveness of the Registration Statement or any post-effective amendment, as applicable. 3.4 SUSPENSION OF RESALE RIGHTS. (a) R&M Parent will notify (by telephone and also by facsimile) each Shareholder who holds Registrable Securities being sold pursuant to a Registration Statement of the happening of any event of which R&M Parent has knowledge as a result of which the prospectus included in the Registration Statement as then in effect includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. R&M Parent will make such notification as soon as practicable after R&M Parent becomes aware of the event (but in no event will R&M Parent be required to disclose to any Shareholder any of the facts or circumstances regarding the event), will promptly prepare a supplement or amendment to the Registration Statement to correct such untrue statement or omission, and will deliver a number of copies of such supplement or amendment to each Shareholder as each Shareholder may reasonably request. (b) Notwithstanding the obligations under Section 3.4(a), if in the good faith judgment of R&M Parent, following consultation with legal counsel, it would be detrimental to R&M Parent and its shareholders for resales of Registrable Securities to be made pursuant to the Registration Statement due to (i) the existence of a material development or potential material development involving R&M Parent which R&M Parent would be obligated to disclose in the Registration Statement, which disclosure would be premature or otherwise inadvisable at such time or would have a material adverse effect upon R&M Parent and its shareholders, or (ii) in the good faith judgment of R&M Parent, it would adversely affect or require premature disclosure of the filing of an R&M Parent-initiated registration of any class of its equity securities, R&M Parent will have the right to suspend the use of the Registration Statement for a period of not more than 30 days, provided, however, that R&M Parent may so defer or suspend the use of the Registration Statement no more than 60 days in a calendar year, and provided, further, that, after deferring or suspending the use of the Registration Statement, R&M Parent may not again defer or suspend the use of the Registration Statement until a period of thirty days has elapsed after resumption of the use of the Registration Statement. (c) Subject to R&M Parent's rights under this Section 3, R&M Parent will use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement and, if such an order is issued, will use its reasonable best efforts to obtain the withdrawal of such order at the earliest possible time (including in each case by amending or supplementing such Registration Statement) and R&M Parent will notify each Shareholder that holds Registrable Securities being sold of the issuance of such order on the date thereof and the resolution thereof (and if such Registration Statement is supplemented or amended, deliver such number of copies of such supplement or amendment to each Shareholder as such Shareholder may reasonably request). (d) Notwithstanding anything to the contrary contained herein or in the Purchase Agreement, if the use of the Registration Statement is suspended by R&M Parent, R&M Parent will give notice of the suspension to all the Shareholders whose securities are covered by the Registration Statement on the date of such suspension, and will notify each such Shareholder on the date that the use of the Registration Statement may be resumed. 3.6 REVIEW BY THE SHAREHOLDERS. R&M Parent will provide Duke, Holzman, Yaeger & Photiadis LLP, as counsel for BFS, an opportunity to review the Registration Statement and all amendments and supplements thereto (as well as all requests for acceleration or effectiveness thereof) a reasonable period of time prior to their filing with the SEC, and will not file any document in a form to which such counsel reasonably objects, unless otherwise required by law in the opinion of R&M Parent's counsel. The sections of any such Registration Statement including information with respect to the Shareholders, the Shareholders' beneficial ownership of securities of R&M Parent or the Shareholders' intended method of disposition of Registrable Securities must conform to the information provided to R&M Parent by each of the Shareholders. 3.7 LISTING. R&M Parent shall use reasonable best efforts to cause all of the Registrable Securities covered by the Registration Statement to be listed on each national securities exchange on which securities of the same class or series issued by R&M Parent are then listed, if any. 3.8 SHARE CERTIFICATES. Subject to the provisions of the Escrow Agreement, R&M Parent will cooperate with the Shareholders who hold Registrable Securities being sold to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing Registrable Securities to be offered pursuant to a Registration Statement. 3.9 SECURITIES LAWS COMPLIANCE. R&M Parent will comply with all applicable laws related to any Registration Statement relating to the sale of Registrable Securities and to offering and sale of securities and with all applicable rules and regulations of governmental authorities in connection therewith (including, without limitation, the Securities Act, the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated by the SEC). 3.10 FURTHER ASSURANCES. R&M Parent will take all other reasonable actions as any Shareholder may reasonably request to expedite and facilitate disposition by such Shareholder of the Registrable Securities pursuant to the Registration Statement. ARTICLE IV OBLIGATIONS OF THE SHAREHOLDERS 4.1 SHAREHOLDER INFORMATION. As a condition to the obligations of R&M Parent to complete any registration pursuant to this Agreement with respect to the Registrable Securities of each Shareholder, such Shareholder will furnish to R&M Parent such information regarding itself, the Registrable Securities held by it and the intended methods of disposition of the Registrable Securities held by it as is reasonably required by R&M Parent to effect the registration of the Registrable Securities. 4.2 FURTHER ASSURANCES. Each Shareholder will cooperate with R&M Parent, as reasonably requested by R&M Parent, in connection with the preparation and filing of any Registration Statement. 4.3 SUSPENSION OF SALES. Upon receipt of any notice from R&M Parent under Section 3.4, each Shareholder will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until (i) it receives copies of a supplemented or amended prospectus contemplated by Section 3.4(a) or (ii) R&M Parent advises the Shareholder that a suspension of sales under Section 3.4(b) has terminated. ARTICLE V EXPENSES OF REGISTRATION R&M Parent will bear all reasonable expenses, other than underwriting or broker discounts and commissions, the fees of counsel to BFS and any of the shareholders, and transfer taxes, if any, incurred in connection with registrations and filings pursuant to this Agreement, including, without limitation, all registration and listing fees, printers and accounting fees, and the fees and disbursements of counsel for R&M Parent. ARTICLE VI INDEMNIFICATION 6.1 INDEMNIFICATION OF THE SHAREHOLDERS. To the extent permitted by law, R&M Parent will indemnify and hold harmless each Shareholder that holds such Registrable Securities, any directors or officers of such Shareholder or any person who controls such Shareholder within the meaning of the Securities Act or the Exchange Act (each, a "Shareholder Indemnified Person") against any losses, claims, damages, expenses or liabilities (joint or several) (collectively, and together with actions, proceedings or inquiries by any regulatory or self-regulatory organization, whether commenced or threatened in respect thereof, "Claims") to which any of them become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Claims arise out of or are based upon any of the following statements, omissions or violations in a Registration Statement filed pursuant to this Agreement, any post-effective amendment thereof or any prospectus included therein: (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereof or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, (b) any untrue statement or alleged untrue statement of a material fact contained in the prospectus related to the Registration Statement (as it may be amended or supplemented) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, or (c) any violation or alleged violation by R&M Parent of the Securities Act, the Exchange Act or any other law related to the Registration Statement, including without limitation any state securities law or any rule or regulation thereunder (the matters in the foregoing clauses (a) through (c) being, collectively, "Violations"). R&M Parent will reimburse the Shareholders and each such controlling person and other Shareholder Indemnified Person, promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses incurred by them in connection with investigating or defending any Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6.1: (i) does not apply to Claims arising out of or based upon a Violation that occurs in reliance upon and in conformity with information furnished in writing to R&M Parent by a Shareholder Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely made available by R&M Parent pursuant to Section 3.3 hereof; (ii) does not apply to a Claim arising out of or based on any failure by any Shareholder Indemnified Person to comply with prospectus delivery requirements (or the Securities Act, the Exchange Act or any other law or legal requirement applicable to them) or any covenant or agreement contained in the Purchase Agreement or this Agreement; and (iii) does not apply to amounts paid in settlement of any Claim if such settlement is made without the prior written consent of R&M Parent, which consent will not be unreasonably withheld. This indemnity obligation will remain in full force and effect regardless of any investigation made by or on behalf of the Shareholder Indemnified Persons and will survive the transfer of the Registrable Securities by the Shareholders under Article VIII of this Agreement. 6.2 INDEMNIFICATION OF R&M PARENT AND CERTAIN SHAREHOLDERS. Each Shareholder will indemnify and hold harmless, severally and not jointly, to the same extent and in the same manner set forth in Section 6.1 above, R&M Parent, each of its directors, each of its officers who signs the Registration Statement, each person, if any, who controls R&M Parent within the meaning of the Securities Act or the Exchange Act, and any other shareholder selling securities pursuant to the Registration Statement and any of its directors and officers and any person who controls such shareholder within the meaning of the Securities Act or the Exchange Act (each, a "R&M Parent Indemnified Person") against any Claim to which any of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Claim arises out of or is based upon any of the following: (a) any matter of the type referred to clause (a) or (b) in Section 6.1, above, in each case to the extent (and only to the extent) that such violation occurs in reliance upon and in conformity with written information furnished to R&M Parent by such Shareholder expressly for use in connection with such Registration Statement or (b) any failure by such Shareholder to comply with prospectus delivery requirements (or the Securities Act, the Exchange Act or any other law or legal requirement applicable to sales under the Registration Statement) or any covenant or agreement contained in the Purchase Agreement or this Agreement with respect to sales under the Registration Statement. Subject to the restrictions set forth in Section 6.3, such Shareholder will promptly reimburse R&M Parent and any R&M Parent Indemnified Person any legal or other expenses, promptly as such expenses are incurred and due and payable, which are reasonably incurred by them in connection with investigating or defending any such Claim. However, the indemnity agreement contained in this Section 6.2 does not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Shareholder, which consent will not be unreasonably withheld, and no Shareholder will be liable under this Agreement (including this Section 6.2 and Article VII) for the amount of any Claim that exceeds the net proceeds actually received by such Shareholder as a result of the sale of Registrable Securities pursuant to such Registration Statement. This indemnity will remain in full force and effect regardless of any investigation made by or on behalf of an R&M Parent Indemnified Person and will survive the transfer of the Registrable Securities by the Shareholders under Article VIII of this Agreement. 6.3 NOTIFICATION AND OTHER INDEMNIFICATION PROCEDURES. Promptly after receipt by either a Shareholder Indemnified Person or a R&M Parent Indemnified Person (as the case may be, the Indemnified Person) under this Article VI of notice of the commencement of any action (including any governmental action), such Indemnified Person will, if a Claim in respect thereof is to be made against any indemnifying party under this Article VI, deliver to the indemnifying party a written notice of the commencement thereof. The indemnifying party may participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly given notice, assume control of the defense thereof with counsel mutually satisfactory to the indemnifying parties and the Indemnified Person. In that case, the indemnifying party will diligently pursue such defense. If, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person and the indemnifying party would be inappropriate due to actual or potential conflicts of interest between the Indemnified Person and any other party represented by such counsel in such proceeding or the actual or potential defendants in, or targets of, any such action including the Indemnified Person and such Indemnified Person reasonably determines that there may be legal defenses available to such Indemnified Person that are different from or in addition to those available to the indemnifying party, then the Indemnified Person is entitled to assume such defense and may retain its own counsel, with the fees and expenses to be paid by the indemnifying party (subject to the restrictions on settlement under Section 6.1 or 6.2, as applicable). The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action does not relieve an indemnifying party of any liability to an Indemnified Person under this Article VI, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnification required by this Article VI will be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable. ARTICLE VII CONTRIBUTION To the extent that any indemnification provided for herein is prohibited or limited by law, the indemnifying party will make the maximum contribution with respect to any amounts for which it would otherwise be liable under Article VI to the fullest extent permitted by law. However, (a) no contribution will be made under circumstances where the maker would not have been liable for indemnification under the fault standards set forth in Article VI, (b) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any seller of Registrable Securities who was not guilty of such fraudulent misrepresentation, and (c) contribution (together with any indemnification or other obligations under this Agreement) by any seller of Registrable Securities will be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities. ARTICLE VIII ASSIGNMENT OF REGISTRATION RIGHTS The rights of the Shareholders hereunder shall be assignable by each Shareholder to any transferee or assignee of the Registrable Securities with the consent of R&M Parent (which consent shall not be unreasonably withheld), if (a) the Shareholder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to R&M Parent within a reasonable time after such assignment, (b) R&M Parent is, within a reasonable time after such transfer or assignment, furnished with written notice of the name and address of such transferee or assignee and the securities being transferred or assigned, (c) such transfer or assignment was not made under the Registration Statement or Rule 144, (d) at or before the time R&M Parent received the written notice contemplated by clause (b) of this sentence, the transferee or assignee agrees in writing with R&M Parent to be bound by all of the provisions contained herein, (e) such transfer is made in accordance with the applicable requirements of the Purchase Agreement and (f) the transferee is an accredited investor as that term is defined in Rule 501 of Regulation D. Any transferee or assignee of a Shareholder under Article IX shall be deemed a "Shareholder" for all purposes of this Agreement, and shall be entitled to all rights of, and subject to all obligations (including indemnification obligations) of, a Shareholder hereunder. ARTICLE IX AMENDMENT OF REGISTRATION RIGHTS This Agreement may be amended and the obligations hereunder may be waived only with the written consent of R&M Parent and of the Shareholders who then hold a majority in interest of the Registrable Securities (but not including any Shareholder who is not affected by such amendment or waiver). Any amendment or waiver effected in accordance with this Article IX is binding upon each Shareholder and R&M Parent. ARTICLE X MISCELLANEOUS 10.1 NOTICES. Any notices required or permitted to be given under the terms of this Agreement will be given and deemed received as set forth in the Purchase Agreement. 10.2 WAIVER. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, does not operate as a waiver thereof. 10.3 GOVERNING LAW. This Agreement will be governed by and interpreted in accordance with the laws of the State of New York without regard to the principles of conflict of laws. 10.4 SEVERABILITY. If any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision will be deemed modified in order to conform with such statute or rule of law. Any provision hereof that may prove invalid or unenforceable under any law will not affect the validity or enforceability of any other provision hereof. 10.5 SUCCESSORS AND ASSIGNS. Subject to the requirements of Article VIII hereof, this Agreement inures to the benefit of and is binding upon the successors and assigns of each of the parties hereto. Notwithstanding anything to the contrary herein, including, without limitation, Article VIII, the rights of an Shareholder hereunder are assignable to and exercisable by a bona fide pledgee of the Registrable Securities in connection with an Shareholder's margin or brokerage accounts. 10.6 COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which is deemed an original but all of which constitute one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission, and facsimile signatures are binding on the parties hereto. 10.7 FURTHER ASSURANCES. Each party will do and perform, or cause to be done and performed, all such further acts and things, and will execute and deliver all other agreements, certificates, instruments and documents, as another party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby. 10.8 DATE BFS SHARES BECOME ELIGIBLE FOR SALE. The second sentence of Section 2.04 of the Purchase Agreement is deleted in its entirety and in its place is substituted the following: "After March 31, 2002, Seller may sell up to 200,000 of such shares; after October 6, 2002, Seller may sell an additional 200,000 of such shares; and after March 31, 2003, Seller may sell an additional 200,000 of such shares." [THE NEXT PAGE IS THE SIGNATURE PAGE] IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed as of the date first above written. "BFS" BRIAN FENWICK-SMITH /s/ Brian Fenwick-Smith ------------------- "R&M Parent" ROBBINS & MYERS, INC. By: /s/ Joseph M. Rigot --------------------- Title: Secretary ---------------- "Randomat" RANDOMAT INTERNATIONAL B.V. By: /s/ Reindert Dooves ----------------------- Title: Director ------------------- EX-5 4 l92447aex5.txt EX-5 OPINION OF THOMPSON HINE EXHIBIT 5 THOMPSON HINE LLP 2000 Courthouse Plaza, N.E. 10 West Second Street Dayton, Ohio 45402-1758 January 28, 2002 Robbins & Myers, Inc. 1400 Kettering Tower Dayton, Ohio 45423 Ladies and Gentlemen: Reference is made to the offering by Randomat International B. V., a shareholder of Robbins & Myers, Inc., an Ohio corporation (the "COMPANY"), of up to an aggregate of 600,000 common shares of the Company (the "SHARES"), pursuant to a Registration Statement on Form S-3 being filed under the Securities Act of 1933 (the "REGISTRATION STATEMENT"). As counsel for the Company, we have examined and are familiar with the Articles of Incorporation of the Company and various corporate records and other proceedings relating to the organization of the Company and the issuance of the Shares. Based upon the foregoing and upon investigation of such other matters as we considered appropriate to permit us to render an informed opinion, it is our opinion that: 1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio. 2. The Shares are duly authorized, validly issued, fully paid and nonassessable. We are members of the bar of the State of Ohio and, accordingly, we do not express any opinion as to any matter governed by any laws other than the laws of the State of Ohio and the federal laws of the United States of America. We consent to the filing of this opinion as an exhibit to the Registration Statement and we consent to the reference to our firm under the caption "Legal Matters" in the Prospectus forming a part of the Registration Statement. Except as set forth in the preceding sentence, this opinion may not be relied upon by any other person, or used by you for any other purposes, without our prior written consent. Very truly yours, /s/ Thompson Hine LLP EX-23.A 5 l92447aex23-a.txt EX-23.A CONSENT OF ERNST & YOUNG EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3) and related Prospectus of Robbins & Myers, Inc. for the registration of 600,000 shares of its common stock and to the incorporation by reference therein of our report dated October 1, 2002, with respect to the consolidated financial statements and schedule of Robbins & Myers, Inc. and Subsidiaries included in its Annual Report (Form 10-K) for the year ended August 31, 2001, filed with the Securities and Exchange Commission. Dayton, Ohio January 25, 2002 /s/ ------------------------------- ERNST & YOUNG LLP EX-24 6 l92447aex24.txt EX-24 POWER OF ATTORNEY EXHIBIT 24.1 ROBBINS & MYERS, INC. LIMITED POWER OF ATTORNEY WHEREAS, Robbins & Myers, Inc., an Ohio corporation (the "Company"), intends to file with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"): (i) a Registration Statement on Form S-3 covering the resale of up to 600,000 of the Company's common shares that were issued pursuant to the Stock Purchase Agreement dated August 10, 2001 among the Company, Robbins & Myers Holdings, Inc., and Brian Fenwick-Smith, and (ii) a Registration Statement on Form S-8 covering 550,000 additional shares that may be issued under the Company's 1999 Long-Term Incentive Stock Plan (together, the "Registration Statements"). NOW THEREFORE, the undersigned, in his capacity as a director of the Company, hereby appoints Gerald L. Connelly, Joseph M. Rigot, and Kevin L. Brown and each of them, to be his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute in his name, place and stead, as aforesaid, the Registration Statements and any post-effective amendments thereto, and any and all other instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission. Said attorney shall have full power and authority to do and perform, in the name and on behalf of the undersigned, every act whatsoever necessary or desirable to be done, as fully to all intents and purposes as the undersigned might or could do in person. The undersigned hereby ratifies and approves the acts of said attorney. IN WITNESS WHEREOF, the undersigned has executed this instrument this 12th day of December, 2001. /s/ Dr. Robert J. Kegerreis /s/ Thomas P. Loftis - ---------------------------------------------- ------------------------------------------- DR. ROBERT J. KEGERREIS THOMAS P. LOFTIS /s/ William D. Manning, Jr. /s/ Maynard H. Murch Iv - --------------------------------------------- ------------------------------------------- WILLIAM D. MANNING, JR. MAYNARD H. MURCH IV /s/ John N. Taylor - --------------------------------------------- JOHN N. TAYLOR, JR. S-3 8 l92447as-3_pdf.pdf PDF COURTESY COPY begin 644 l92447as-3_pdf.pdf M)5!$1BTQ+C(-)>+CS],-"C@S(#`@;V)J#3P\(`TO3&EN96%R:7IE9"`Q(`TO M3R`X-2`-+T@@6R`W,S0@-#4W(%T@#2],(#$S,3@W.2`-+T4@,C,U,#(@#2]. 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EX-4

                                                                       EXHIBIT 4


                             REGISTRATION AGREEMENT

THIS REGISTRATION AGREEMENT, dated as of January 25, 2002 (this "AGREEMENT"), is
entered into among ROBBINS & MYERS, INC., an Ohio corporation ("R&M PARENT"),
BRIAN FENWICK-SMITH ("BFS"), and RANDOMAT INTERNATIONAL B.V., a Netherlands
Antilles company which is wholly-owned by BFS and members of his family
("RANDOMAT"), under the following circumstances:

     A. BFS sold to Robbins & Myers Holdings, Inc., a Delaware corporation owned
by R&M Parent ("BUYER"), all of the issued and outstanding capital stock of
Romaco N.V., a Netherlands Antilles corporation ("ROMACO"), on August 31, 2001
pursuant to a Stock Purchase Agreement among BFS, Buyer, and R&M Parent dated
August 10, 2001 (the "PURCHASE AGREEMENT");

     B. Pursuant to Section 2.05 of the Purchase Agreement, 600,000 shares of
R&M Parent Stock, evidenced by Stock Certificate No. RM-0321, registered in the
name of BFS and dated August 31, 2001, were issued to BFS (the "BFS SHARES");

     C. Pursuant to an Agreement Relating to Escrow Shares, dated January 2,
2002, among R&M Parent, BFS, and Randomat, BFS transferred the BFS Shares to
Randomat; and

     D. In order to induce BFS to execute and deliver the Purchase Agreement,
R&M Parent agreed that the BFS Shares would be registered under the Securities
Act of 1933, as amended (the "SECURITIES ACT") and applicable state securities
laws;

IN CONSIDERATION OF THE PREMISES AND THE MUTUAL COVENANTS CONTAINED HEREIN AND
OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE
HEREBY ACKNOWLEDGED, R&M PARENT, BFS, AND RANDOMAT AGREE AS FOLLOWS:

                                    ARTICLE I
                                   DEFINITIONS

         Capitalized terms used and not otherwise defined herein have the
respective meanings given them in the Purchase Agreement. In addition, as used
in this Agreement, the following terms have the following meanings:

         1.1 "SHAREHOLDERS" means BFS, Randomat, and any of their transferees or
assignees who receive or acquire Registrable Securities and who are entitled to
the benefit of this Agreement as provided in Article VIII hereof.

         1.2 The terms "REGISTER," "REGISTERED," and "REGISTRATION" refer to a
registration effected by preparing and filing a Registration Statement in
compliance with the Securities Act and pursuant to Rule 415 promulgated
thereunder and the declaration or ordering of effectiveness of such Registration
Statement by the SEC.




         1.3 "REGISTRABLE SECURITIES" means the BFS Shares and any capital
shares issued or issuable from time to time (with any adjustments) in exchange
for or otherwise with respect to the BFS Shares; provided that securities will
cease to be Registrable Securities at such time as they have been sold under a
Registration Statement or pursuant to Rule 144 under the Securities Act.

         1.4 "REGISTRATION PERIOD" means the period between the date of this
Agreement and the earliest of (i) September 1, 2004 and (ii) the date on which
all of the Registrable Securities have been sold by the Shareholders under the
Registration Statement or pursuant to Rule 144.

         1.5 "REGISTRATION STATEMENT" means a Registration Statement of R&M
Parent filed under the Securities Act.

         1.6 "RULE 415" means Rule 415 under the Securities Act, or any
successor rule providing for offering securities on a continuous basis, and
applicable rules and regulations thereunder.

                                   ARTICLE II
                                  REGISTRATION

         2.1 REGISTRATION. R&M Parent will use its reasonable best efforts to
file with the SEC within five business days after the date of this Agreement a
Registration Statement on Form S-3 registering the Registrable Securities for
resale.

         2.2 EFFECTIVENESS OF THE REGISTRATION STATEMENT. R&M Parent will use
its reasonable best efforts to cause the Registration Statement contemplated by
the previous Section to be declared effective by the SEC as soon as practicable
after filing. R&M Parent's reasonable best efforts will include, but are not
limited to, promptly responding to all comments received from the staff of the
SEC. If R&M Parent receives notification from the SEC that the Registration
Statement will receive no action or review from the SEC, then R&M Parent will
request that the Registration Statement become effective within five business
days after such SEC notification.


                                   ARTICLE III
                      ADDITIONAL OBLIGATIONS OF R&M PARENT

         3.1 CONTINUED EFFECTIVENESS OF REGISTRATION STATEMENT. Subject to the
limitations set forth in Section 3.4, R&M Parent will use its reasonable best
efforts to keep the Registration Statement covering the Registrable Securities
effective under Rule 415 at all times during the Registration Period.

         3.2 ACCURACY OF REGISTRATION STATEMENT. Assuming the accuracy of
information furnished by or on behalf of the Shareholders, any Registration
Statement (including any amendments or supplements thereto and prospectuses
contained therein) filed by R&M Parent covering Registrable Securities will not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein, or necessary to make the statements therein, in
light of




the circumstances in which they were made, not misleading. R&M Parent will
promptly prepare and file with the SEC such amendments (including post-effective
amendments) and supplements to the Registration Statement and the prospectus
used in connection with the Registration Statement as may be necessary to permit
sales pursuant to the Registration Statement at all times during the
Registration Period (but subject to Section 3.4), and, during such period, will
comply with the provisions of the Securities Act with respect to the disposition
of all Registrable Securities of R&M Parent covered by the Registration
Statement until the termination of the Registration Period, or if earlier, until
such time as all of such Registrable Securities have been disposed of.

         3.3 FURNISHING DOCUMENTATION. R&M Parent will furnish to the
Shareholders whose Registrable Securities are included in a Registration
Statement, and legal counsel, representing the Shareholders, (a) promptly after
each document is filed with the SEC, one copy of any Registration Statement
filed pursuant to this Agreement and any amendments thereto, each preliminary
prospectus (if any) and final prospectus and each amendment or supplement
thereto; and (b) a number of copies of a prospectus, including a preliminary
prospectus (if any), and all amendments and supplements thereto, and such other
documents as the Shareholders may reasonably request in order to facilitate the
disposition of the Registrable Securities owned by the Shareholder. R&M Parent
will notify by facsimile the Shareholders whose Registrable Securities are
included in any Registration Statement of the filing and the effectiveness of
the Registration Statement and any post-effective amendment on the date of
filing of the Registration Statement, effectiveness of the Registration
Statement or any post-effective amendment, as applicable.

         3.4 SUSPENSION OF RESALE RIGHTS.

         (a) R&M Parent will notify (by telephone and also by facsimile) each
Shareholder who holds Registrable Securities being sold pursuant to a
Registration Statement of the happening of any event of which R&M Parent has
knowledge as a result of which the prospectus included in the Registration
Statement as then in effect includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading. R&M Parent will make such notification as soon as
practicable after R&M Parent becomes aware of the event (but in no event will
R&M Parent be required to disclose to any Shareholder any of the facts or
circumstances regarding the event), will promptly prepare a supplement or
amendment to the Registration Statement to correct such untrue statement or
omission, and will deliver a number of copies of such supplement or amendment to
each Shareholder as each Shareholder may reasonably request.

         (b) Notwithstanding the obligations under Section 3.4(a), if in the
good faith judgment of R&M Parent, following consultation with legal counsel, it
would be detrimental to R&M Parent and its shareholders for resales of
Registrable Securities to be made pursuant to the Registration Statement due to
(i) the existence of a material development or potential material development
involving R&M Parent which R&M Parent would be obligated to disclose in the
Registration Statement, which disclosure would be premature or otherwise
inadvisable at such time or would have a material adverse effect upon R&M Parent
and its shareholders, or (ii) in the good faith judgment of R&M Parent, it would
adversely affect or require premature disclosure of the filing




of an R&M Parent-initiated registration of any class of its equity securities,
R&M Parent will have the right to suspend the use of the Registration Statement
for a period of not more than 30 days, provided, however, that R&M Parent may so
defer or suspend the use of the Registration Statement no more than 60 days in a
calendar year, and provided, further, that, after deferring or suspending the
use of the Registration Statement, R&M Parent may not again defer or suspend the
use of the Registration Statement until a period of thirty days has elapsed
after resumption of the use of the Registration Statement.

         (c) Subject to R&M Parent's rights under this Section 3, R&M Parent
will use its reasonable best efforts to prevent the issuance of any stop order
or other suspension of effectiveness of a Registration Statement and, if such an
order is issued, will use its reasonable best efforts to obtain the withdrawal
of such order at the earliest possible time (including in each case by amending
or supplementing such Registration Statement) and R&M Parent will notify each
Shareholder that holds Registrable Securities being sold of the issuance of such
order on the date thereof and the resolution thereof (and if such Registration
Statement is supplemented or amended, deliver such number of copies of such
supplement or amendment to each Shareholder as such Shareholder may reasonably
request).

         (d) Notwithstanding anything to the contrary contained herein or in the
Purchase Agreement, if the use of the Registration Statement is suspended by R&M
Parent, R&M Parent will give notice of the suspension to all the Shareholders
whose securities are covered by the Registration Statement on the date of such
suspension, and will notify each such Shareholder on the date that the use of
the Registration Statement may be resumed.

         3.6 REVIEW BY THE SHAREHOLDERS. R&M Parent will provide Duke, Holzman,
Yaeger & Photiadis LLP, as counsel for BFS, an opportunity to review the
Registration Statement and all amendments and supplements thereto (as well as
all requests for acceleration or effectiveness thereof) a reasonable period of
time prior to their filing with the SEC, and will not file any document in a
form to which such counsel reasonably objects, unless otherwise required by law
in the opinion of R&M Parent's counsel. The sections of any such Registration
Statement including information with respect to the Shareholders, the
Shareholders' beneficial ownership of securities of R&M Parent or the
Shareholders' intended method of disposition of Registrable Securities must
conform to the information provided to R&M Parent by each of the Shareholders.

         3.7 LISTING. R&M Parent shall use reasonable best efforts to cause all
of the Registrable Securities covered by the Registration Statement to be listed
on each national securities exchange on which securities of the same class or
series issued by R&M Parent are then listed, if any.

         3.8 SHARE CERTIFICATES. Subject to the provisions of the Escrow
Agreement, R&M Parent will cooperate with the Shareholders who hold Registrable
Securities being sold to facilitate the timely preparation and delivery of
certificates (not bearing any restrictive legends) representing Registrable
Securities to be offered pursuant to a Registration Statement.

         3.9 SECURITIES LAWS COMPLIANCE. R&M Parent will comply with all
applicable laws related to any Registration Statement relating to the sale of
Registrable Securities and to offering




and sale of securities and with all applicable rules and regulations of
governmental authorities in connection therewith (including, without limitation,
the Securities Act, the Securities Exchange Act of 1934, as amended and the
rules and regulations promulgated by the SEC).

         3.10 FURTHER ASSURANCES. R&M Parent will take all other reasonable
actions as any Shareholder may reasonably request to expedite and facilitate
disposition by such Shareholder of the Registrable Securities pursuant to the
Registration Statement.

                                   ARTICLE IV
                         OBLIGATIONS OF THE SHAREHOLDERS

         4.1 SHAREHOLDER INFORMATION. As a condition to the obligations of R&M
Parent to complete any registration pursuant to this Agreement with respect to
the Registrable Securities of each Shareholder, such Shareholder will furnish to
R&M Parent such information regarding itself, the Registrable Securities held by
it and the intended methods of disposition of the Registrable Securities held by
it as is reasonably required by R&M Parent to effect the registration of the
Registrable Securities.

         4.2 FURTHER ASSURANCES. Each Shareholder will cooperate with R&M
Parent, as reasonably requested by R&M Parent, in connection with the
preparation and filing of any Registration Statement.

         4.3 SUSPENSION OF SALES. Upon receipt of any notice from R&M Parent
under Section 3.4, each Shareholder will immediately discontinue disposition of
Registrable Securities pursuant to the Registration Statement covering such
Registrable Securities until (i) it receives copies of a supplemented or amended
prospectus contemplated by Section 3.4(a) or (ii) R&M Parent advises the
Shareholder that a suspension of sales under Section 3.4(b) has terminated.

                                   ARTICLE V
                            EXPENSES OF REGISTRATION

         R&M Parent will bear all reasonable expenses, other than underwriting
or broker discounts and commissions, the fees of counsel to BFS and any of the
shareholders, and transfer taxes, if any, incurred in connection with
registrations and filings pursuant to this Agreement, including, without
limitation, all registration and listing fees, printers and accounting fees, and
the fees and disbursements of counsel for R&M Parent.

                                   ARTICLE VI
                                 INDEMNIFICATION

         6.1 INDEMNIFICATION OF THE SHAREHOLDERS. To the extent permitted by
law, R&M Parent will indemnify and hold harmless each Shareholder that holds
such Registrable Securities, any directors or officers of such Shareholder or
any person who controls such Shareholder within the meaning of the Securities
Act or the Exchange Act (each, a "Shareholder Indemnified Person") against any
losses, claims, damages, expenses or liabilities (joint or several)
(collectively, and together with actions, proceedings or inquiries by any
regulatory or self-regulatory organization,




whether commenced or threatened in respect thereof, "Claims") to which any of
them become subject under the Securities Act, the Exchange Act or otherwise,
insofar as such Claims arise out of or are based upon any of the following
statements, omissions or violations in a Registration Statement filed pursuant
to this Agreement, any post-effective amendment thereof or any prospectus
included therein: (a) any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or any post-effective
amendment thereof or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, (b) any untrue statement or alleged untrue statement of a material
fact contained in the prospectus related to the Registration Statement (as it
may be amended or supplemented) or the omission or alleged omission to state
therein any material fact necessary to make the statements made therein, in
light of the circumstances under which the statements therein were made, not
misleading, or (c) any violation or alleged violation by R&M Parent of the
Securities Act, the Exchange Act or any other law related to the Registration
Statement, including without limitation any state securities law or any rule or
regulation thereunder (the matters in the foregoing clauses (a) through (c)
being, collectively, "Violations"). R&M Parent will reimburse the Shareholders
and each such controlling person and other Shareholder Indemnified Person,
promptly as such expenses are incurred and are due and payable, for any legal
fees or other reasonable expenses incurred by them in connection with
investigating or defending any Claim. Notwithstanding anything to the contrary
contained herein, the indemnification agreement contained in this Section 6.1:
(i) does not apply to Claims arising out of or based upon a Violation that
occurs in reliance upon and in conformity with information furnished in writing
to R&M Parent by a Shareholder Indemnified Person expressly for use in
connection with the preparation of the Registration Statement or any such
amendment thereof or supplement thereto, if such prospectus was timely made
available by R&M Parent pursuant to Section 3.3 hereof; (ii) does not apply to a
Claim arising out of or based on any failure by any Shareholder Indemnified
Person to comply with prospectus delivery requirements (or the Securities Act,
the Exchange Act or any other law or legal requirement applicable to them) or
any covenant or agreement contained in the Purchase Agreement or this Agreement;
and (iii) does not apply to amounts paid in settlement of any Claim if such
settlement is made without the prior written consent of R&M Parent, which
consent will not be unreasonably withheld. This indemnity obligation will remain
in full force and effect regardless of any investigation made by or on behalf of
the Shareholder Indemnified Persons and will survive the transfer of the
Registrable Securities by the Shareholders under Article VIII of this Agreement.

         6.2 INDEMNIFICATION OF R&M PARENT AND CERTAIN SHAREHOLDERS. Each
Shareholder will indemnify and hold harmless, severally and not jointly, to the
same extent and in the same manner set forth in Section 6.1 above, R&M Parent,
each of its directors, each of its officers who signs the Registration
Statement, each person, if any, who controls R&M Parent within the meaning of
the Securities Act or the Exchange Act, and any other shareholder selling
securities pursuant to the Registration Statement and any of its directors and
officers and any person who controls such shareholder within the meaning of the
Securities Act or the Exchange Act (each, a "R&M Parent Indemnified Person")
against any Claim to which any of them may become subject under the Securities
Act, the Exchange Act or otherwise, insofar as such Claim arises out of or is
based upon any of the following: (a) any matter of the type referred to clause
(a) or (b) in Section 6.1, above, in each case to the extent (and only to the
extent) that such violation occurs




in reliance upon and in conformity with written information furnished to R&M
Parent by such Shareholder expressly for use in connection with such
Registration Statement or (b) any failure by such Shareholder to comply with
prospectus delivery requirements (or the Securities Act, the Exchange Act or any
other law or legal requirement applicable to sales under the Registration
Statement) or any covenant or agreement contained in the Purchase Agreement or
this Agreement with respect to sales under the Registration Statement. Subject
to the restrictions set forth in Section 6.3, such Shareholder will promptly
reimburse R&M Parent and any R&M Parent Indemnified Person any legal or other
expenses, promptly as such expenses are incurred and due and payable, which are
reasonably incurred by them in connection with investigating or defending any
such Claim. However, the indemnity agreement contained in this Section 6.2 does
not apply to amounts paid in settlement of any Claim if such settlement is
effected without the prior written consent of such Shareholder, which consent
will not be unreasonably withheld, and no Shareholder will be liable under this
Agreement (including this Section 6.2 and Article VII) for the amount of any
Claim that exceeds the net proceeds actually received by such Shareholder as a
result of the sale of Registrable Securities pursuant to such Registration
Statement. This indemnity will remain in full force and effect regardless of any
investigation made by or on behalf of an R&M Parent Indemnified Person and will
survive the transfer of the Registrable Securities by the Shareholders under
Article VIII of this Agreement.

         6.3 NOTIFICATION AND OTHER INDEMNIFICATION PROCEDURES. Promptly after
receipt by either a Shareholder Indemnified Person or a R&M Parent Indemnified
Person (as the case may be, the Indemnified Person) under this Article VI of
notice of the commencement of any action (including any governmental action),
such Indemnified Person will, if a Claim in respect thereof is to be made
against any indemnifying party under this Article VI, deliver to the
indemnifying party a written notice of the commencement thereof. The
indemnifying party may participate in, and, to the extent the indemnifying party
so desires, jointly with any other indemnifying party similarly given notice,
assume control of the defense thereof with counsel mutually satisfactory to the
indemnifying parties and the Indemnified Person. In that case, the indemnifying
party will diligently pursue such defense. If, in the reasonable opinion of
counsel retained by the indemnifying party, the representation by such counsel
of the Indemnified Person and the indemnifying party would be inappropriate due
to actual or potential conflicts of interest between the Indemnified Person and
any other party represented by such counsel in such proceeding or the actual or
potential defendants in, or targets of, any such action including the
Indemnified Person and such Indemnified Person reasonably determines that there
may be legal defenses available to such Indemnified Person that are different
from or in addition to those available to the indemnifying party, then the
Indemnified Person is entitled to assume such defense and may retain its own
counsel, with the fees and expenses to be paid by the indemnifying party
(subject to the restrictions on settlement under Section 6.1 or 6.2, as
applicable). The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action does not relieve
an indemnifying party of any liability to an Indemnified Person under this
Article VI, except to the extent that the indemnifying party is prejudiced in
its ability to defend such action. The indemnification required by this Article
VI will be made by periodic payments of the amount thereof during the course of
the investigation or defense, as such expense, loss, damage or liability is
incurred and is due and payable.




                                   ARTICLE VII
                                  CONTRIBUTION

To the extent that any indemnification provided for herein is prohibited or
limited by law, the indemnifying party will make the maximum contribution with
respect to any amounts for which it would otherwise be liable under Article VI
to the fullest extent permitted by law. However, (a) no contribution will be
made under circumstances where the maker would not have been liable for
indemnification under the fault standards set forth in Article VI, (b) no seller
of Registrable Securities guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) will be entitled to contribution
from any seller of Registrable Securities who was not guilty of such fraudulent
misrepresentation, and (c) contribution (together with any indemnification or
other obligations under this Agreement) by any seller of Registrable Securities
will be limited in amount to the net amount of proceeds received by such seller
from the sale of such Registrable Securities.

                                  ARTICLE VIII
                        ASSIGNMENT OF REGISTRATION RIGHTS

The rights of the Shareholders hereunder shall be assignable by each Shareholder
to any transferee or assignee of the Registrable Securities with the consent of
R&M Parent (which consent shall not be unreasonably withheld), if (a) the
Shareholder agrees in writing with the transferee or assignee to assign such
rights, and a copy of such agreement is furnished to R&M Parent within a
reasonable time after such assignment, (b) R&M Parent is, within a reasonable
time after such transfer or assignment, furnished with written notice of the
name and address of such transferee or assignee and the securities being
transferred or assigned, (c) such transfer or assignment was not made under the
Registration Statement or Rule 144, (d) at or before the time R&M Parent
received the written notice contemplated by clause (b) of this sentence, the
transferee or assignee agrees in writing with R&M Parent to be bound by all of
the provisions contained herein, (e) such transfer is made in accordance with
the applicable requirements of the Purchase Agreement and (f) the transferee is
an accredited investor as that term is defined in Rule 501 of Regulation D. Any
transferee or assignee of a Shareholder under Article IX shall be deemed a
"Shareholder" for all purposes of this Agreement, and shall be entitled to all
rights of, and subject to all obligations (including indemnification
obligations) of, a Shareholder hereunder.

                                   ARTICLE IX
                        AMENDMENT OF REGISTRATION RIGHTS

This Agreement may be amended and the obligations hereunder may be waived only
with the written consent of R&M Parent and of the Shareholders who then hold a
majority in interest of the Registrable Securities (but not including any
Shareholder who is not affected by such amendment or waiver). Any amendment or
waiver effected in accordance with this Article IX is binding upon each
Shareholder and R&M Parent.






                                    ARTICLE X
                                  MISCELLANEOUS

         10.1 NOTICES. Any notices required or permitted to be given under the
terms of this Agreement will be given and deemed received as set forth in the
Purchase Agreement.

         10.2 WAIVER. Failure of any party to exercise any right or remedy under
this Agreement or otherwise, or delay by a party in exercising such right or
remedy, does not operate as a waiver thereof.

         10.3 GOVERNING LAW. This Agreement will be governed by and interpreted
in accordance with the laws of the State of New York without regard to the
principles of conflict of laws.

         10.4 SEVERABILITY. If any provision of this Agreement is invalid or
unenforceable under any applicable statute or rule of law, then such provision
will be deemed modified in order to conform with such statute or rule of law.
Any provision hereof that may prove invalid or unenforceable under any law will
not affect the validity or enforceability of any other provision hereof.

         10.5 SUCCESSORS AND ASSIGNS. Subject to the requirements of Article
VIII hereof, this Agreement inures to the benefit of and is binding upon the
successors and assigns of each of the parties hereto. Notwithstanding anything
to the contrary herein, including, without limitation, Article VIII, the rights
of an Shareholder hereunder are assignable to and exercisable by a bona fide
pledgee of the Registrable Securities in connection with an Shareholder's margin
or brokerage accounts.

         10.6 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which is deemed an original but all of which constitute
one and the same agreement. This Agreement, once executed by a party, may be
delivered to the other party hereto by facsimile transmission, and facsimile
signatures are binding on the parties hereto.

         10.7 FURTHER ASSURANCES. Each party will do and perform, or cause to be
done and performed, all such further acts and things, and will execute and
deliver all other agreements, certificates, instruments and documents, as
another party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.

         10.8 DATE BFS SHARES BECOME ELIGIBLE FOR SALE. The second sentence of
Section 2.04 of the Purchase Agreement is deleted in its entirety and in its
place is substituted the following: "After March 31, 2002, Seller may sell up to
200,000 of such shares; after October 6, 2002, Seller may sell an additional
200,000 of such shares; and after March 31, 2003, Seller may sell an additional
200,000 of such shares."


                      [THE NEXT PAGE IS THE SIGNATURE PAGE]







         IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
duly executed as of the date first above written.

"BFS"

BRIAN FENWICK-SMITH

/s/ Brian Fenwick-Smith
    -------------------


"R&M Parent"

ROBBINS & MYERS, INC.


By: /s/ Joseph M. Rigot
   ---------------------
  Title:  Secretary
        ----------------


"Randomat"

RANDOMAT INTERNATIONAL B.V.


By: /s/ Reindert Dooves
    -----------------------
  Title:  Director
        -------------------

EX-5

                                                                       EXHIBIT 5


                                THOMPSON HINE LLP
                           2000 Courthouse Plaza, N.E.
                              10 West Second Street
                             Dayton, Ohio 45402-1758

                                January 28, 2002


Robbins & Myers, Inc.
1400 Kettering Tower
Dayton, Ohio 45423

Ladies and Gentlemen:

         Reference is made to the offering by Randomat International B. V., a
shareholder of Robbins & Myers, Inc., an Ohio corporation (the "COMPANY"), of up
to an aggregate of 600,000 common shares of the Company (the "SHARES"), pursuant
to a Registration Statement on Form S-3 being filed under the Securities Act of
1933 (the "REGISTRATION STATEMENT").

         As counsel for the Company, we have examined and are familiar with the
Articles of Incorporation of the Company and various corporate records and other
proceedings relating to the organization of the Company and the issuance of the
Shares. Based upon the foregoing and upon investigation of such other matters as
we considered appropriate to permit us to render an informed opinion, it is our
opinion that:

         1. The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Ohio.

         2. The Shares are duly authorized, validly issued, fully paid and
nonassessable.

         We are members of the bar of the State of Ohio and, accordingly, we do
not express any opinion as to any matter governed by any laws other than the
laws of the State of Ohio and the federal laws of the United States of America.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement and we consent to the reference to our firm under the
caption "Legal Matters" in the Prospectus forming a part of the Registration
Statement. Except as set forth in the preceding sentence, this opinion may not
be relied upon by any other person, or used by you for any other purposes,
without our prior written consent.

                                       Very truly yours,

                                       /s/ Thompson Hine LLP

EX-23.A

                                                                    EXHIBIT 23.1



                         CONSENT OF INDEPENDENT AUDITORS

         We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3) and related Prospectus of Robbins & Myers,
Inc. for the registration of 600,000 shares of its common stock and to the
incorporation by reference therein of our report dated October 1, 2002, with
respect to the consolidated financial statements and schedule of Robbins &
Myers, Inc. and Subsidiaries included in its Annual Report (Form 10-K) for the
year ended August 31, 2001, filed with the Securities and Exchange Commission.

Dayton, Ohio
January 25, 2002                                /s/
                                                -------------------------------
                                                ERNST & YOUNG LLP

EX-24

                                                                    EXHIBIT 24.1



                              ROBBINS & MYERS, INC.

                            LIMITED POWER OF ATTORNEY


         WHEREAS, Robbins & Myers, Inc., an Ohio corporation (the "Company"),
intends to file with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Act"): (i) a Registration Statement on Form S-3
covering the resale of up to 600,000 of the Company's common shares that were
issued pursuant to the Stock Purchase Agreement dated August 10, 2001 among the
Company, Robbins & Myers Holdings, Inc., and Brian Fenwick-Smith, and (ii) a
Registration Statement on Form S-8 covering 550,000 additional shares that may
be issued under the Company's 1999 Long-Term Incentive Stock Plan (together, the
"Registration Statements").

         NOW THEREFORE, the undersigned, in his capacity as a director of the
Company, hereby appoints Gerald L. Connelly, Joseph M. Rigot, and Kevin L. Brown
and each of them, to be his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, to execute in his name, place and
stead, as aforesaid, the Registration Statements and any post-effective
amendments thereto, and any and all other instruments necessary or incidental in
connection therewith, and to file the same with the Securities and Exchange
Commission. Said attorney shall have full power and authority to do and perform,
in the name and on behalf of the undersigned, every act whatsoever necessary or
desirable to be done, as fully to all intents and purposes as the undersigned
might or could do in person. The undersigned hereby ratifies and approves the
acts of said attorney.

         IN WITNESS WHEREOF, the undersigned has executed this instrument this
12th day of December, 2001.


                                                           
/s/ Dr. Robert J. Kegerreis                                   /s/ Thomas P. Loftis
- ----------------------------------------------                -------------------------------------------
DR. ROBERT J. KEGERREIS                                       THOMAS P. LOFTIS



/s/ William D. Manning, Jr.                                   /s/ Maynard H. Murch Iv
- ---------------------------------------------                 -------------------------------------------
WILLIAM D. MANNING, JR.                                       MAYNARD H. MURCH IV



/s/ John N. Taylor
- ---------------------------------------------
JOHN N. TAYLOR, JR.