8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): October 31, 2005

Robbins & Myers, Inc.

(Exact name of Registrant as specified in its charter)

Ohio	0-288	31-0424220
(State or other jurisdiction of incorporation) Identification No.)	(Commission File Number)	(IRS Employer

1400 Kettering Tower, Dayton, OH	45423
(Address of principal executive offices)	(Zip code)

937-222-2610
(Registrant’s telephone number including area code)

Not applicable
(Former name and former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
INDEX TO EXHIBITS
EX-10.1 Third Amendment/Cash Balance Plan

Item 1.01 Entry into a Material Definitive Agreement

On October 31, 2005, Robbins & Myers, Inc. (the “Company”) amended two benefit plans that were available to salaried employees in the United States, namely, the Robbins & Myers, Inc. Cash Balance Pension Plan (the “Pension Plan”) and the Robbins & Myers, Inc. Employee Savings Plan (the “Savings Plan”).

Pension Plan

The Company amended the Pension Plan as follows: (i) salaried employees who have not met the Pension Plan’s eligibility requirements or who are hired by the Company after December 31, 2005 are not eligible to participate in the Pension Plan; (ii) effective December 31, 2005 (the “Freeze Date”), all future benefit accruals under the Pension Plan cease, and no Participant in the Pension Plan accrues any further benefits under the Pension Plan after the Freeze Date; and (iii) Participants’ Compensation used to determine Final Average Earnings under the Pension Plan is frozen as of December 31, 2005 and any increases in compensation occurring after December 31, 2005 is not taken into account. The Pension Plan will continue for the purpose of paying benefits accrued through December 31, 2005 as provided under the terms of the Pension Plan as amended. A copy the amendments to the Pension Plan is included as Exhibit 10.1 to this Report.

Savings Plan

To compensate for changes in the Pension Plan, the Company amended the Savings Plan for salaried employees, effective January 1, 2006, to provide for a new employer contribution in an amount equal to 3% of the employee’s earnings. This contribution is made even if the employee chooses not to make any voluntary contribution to the Savings Plan. This 3% contribution is in addition to the current employer matching contribution, which is 50% of the first 6% of the employee’s voluntary contributions under the Savings Plan.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits — See Index to Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Robbins & Myers, Inc.
Date: November 3, 2005	By: /s/ Joseph M. Rigot       Secretary

INDEX TO EXHIBITS

(10) MATERIAL CONTRACTS

Exhibit No.	Description
10.1	Third Amendment to the Robbins & Myers, Inc. Cash Balance Pension Plan, dated October 31, 2005.

EX-10.1

EXHIBIT 10.1

THIRD AMENDMENT TO THE
ROBBINS & MYERS, INC. CASH BALANCE PENSION PLAN

          Pursuant to the authority vested in the undersigned, the Robbins & Myers, Inc. Cash Balance Pension Plan (the “Plan”) is hereby amended to provide that effective as of December 31, 2005 (the “Freeze Date”), subject to the specific provisions set forth below, all Participants shall cease accrual of additional benefits under the Plan.

     The Plan is specifically amended effective as of December 31, 2005 as follows:

1.	Section 2 is amended to include the following additional section:
	2.4 Additional Exclusion. Notwithstanding any other provision contained herein, participation in the Plan shall be frozen as of December 31, 2005 and no person who is not a Participant in the Plan as of December 31, 2005 shall participate in the Plan.
2.	Section 3.2 is amended to include the following sentence:
	Notwithstanding the foregoing, credits provided as described in this Section shall cease as of December 31, 2005.
3.	Section 3.3 is amended to include the following:
	Notwithstanding the cessation of pay accruals as of December 31, 2005 as described in Section 3.2 above, Participants who have account balances under Section 3.1 as of December 31, 2005 shall continue to receive the Interest Credit described in Section 3.3 after December 31, 2005.
4.	Supplement One is amended to include the following additional paragraph:
	Notwithstanding any other provision contained herein, for purposes of determining the benefits payable pursuant to this Supplement One, including without limitation benefits payable as a Normal Retirement Benefit, an Early Retirement Benefit and a Deferred Vested Termination Benefit;

i.	Years of Credited Service as used in paragraphs 14, 15 and 16 shall be limited to those Years of Service which are earned prior to January 1, 2006;
ii.	Vesting Service used for purposes of determining the Supplemental Benefit as described in paragraph 14, shall be limited to Vesting Service earned prior to January 1, 2006; and
iii.	for purposes of Paragraphs 14, 15 and 16, a Participant’s Final Average Earnings shall be determined in accordance with paragraph 13 of Supplement One as if the Participant had terminated employment on

December 31, 2005 and any changes in compensation occurring after December 31, 2005 shall not be considered.

5.

Paragraph 14 of Supplement One is amended to read as follows:

A member of this Participating Group who terminates employment on or after attaining Normal Retirement Age is eligible to receive a Normal Retirement Benefit. The normal form of payment for an unmarried Participant is a Life Annuity. For a married Participant, the normal form of payment is a Qualified Joint and 55% Survivor Annuity. The monthly Normal Retirement Benefit is equal to (a) 1% of the final average earnings plus 4/10 of 1% of Final Average Earnings in excess of the Participant’s covered compensation, multiplied by (b) the Participant’s Years of Credited Service which are earned prior to January 1, 2006, limited to 35 years. The product of (a) and (b) shall be added to the product of $5 times the Participant’s Years of Vesting Service which are earned prior to January 1, 2006 (Supplemental Benefit). For purposes of the preceding sentence Vesting Service shall be limited to no more than 35 years. In no event shall the amount computed under this Section be less than the Early Retirement Benefit computed under Paragraph 15. Monthly Normal Retirement Benefit payments are payable and shall begin as of the Participant’s Normal Retirement Date and shall be paid monthly thereafter. If the Participant returns to employment with an Affiliate, his benefit payments shall cease and shall not be paid or accrued during such period of employment but shall resume upon termination of his reemployment for any reason other than death.

Except as otherwise provided in this Third Amendment to the Robbins & Myers, Inc. Cash Balance Pension Plan, the Plan is hereby ratified and confirmed in all respects.

EXECUTED as of the 31st day of October, 2005.

Robbins & Myers, Inc.

By: /s/ John R. Beatty
      John R. Beatty
      Chairman, Corporate
      Benefits Committee