-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SR6GgWGlK1PYQ94ncMXS2sE2noHDsuuKLXG+DUbjlqcreliaQ0mKch7zoy2iuEyh Ac9VXCUqvt5l2qedEixlEA== 0000950152-96-004773.txt : 19960921 0000950152-96-004773.hdr.sgml : 19960921 ACCESSION NUMBER: 0000950152-96-004773 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 4 333-10619 FILED AS OF DATE: 19960918 EFFECTIVENESS DATE: 19960918 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROBBINS & MYERS INC CENTRAL INDEX KEY: 0000084290 STANDARD INDUSTRIAL CLASSIFICATION: PUMPS & PUMPING EQUIPMENT [3561] IRS NUMBER: 310424220 STATE OF INCORPORATION: OH FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-12271 FILM NUMBER: 96631989 BUSINESS ADDRESS: STREET 1: 1400 KETTERING TWR CITY: DAYTON STATE: OH ZIP: 45423 BUSINESS PHONE: 5132222610 MAIL ADDRESS: STREET 1: 1400 KETTERING TOWER CITY: DAYTON STATE: OH ZIP: 45423 S-3MEF 1 ROBBINS & MYERS S-3 ADDITIONAL SECURITIES 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 18, 1996. REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ ROBBINS & MYERS, INC. OHIO 31-424220 (State of Incorporation) (I.R.S. Employer Identification Number) 1400 KETTERING TOWER, DAYTON, OHIO 45423 (513) 222-2610 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ------------------------ JOSEPH M. RIGOT THOMPSON HINE & FLORY P.L.L. 2000 COURTHOUSE PLAZA, N.E. DAYTON, OHIO 45402 (513) 443-6586 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------ Copy to: JOHN E. RILEY SIMPSON THACHER & BARTLETT 425 LEXINGTON AVENUE NEW YORK, NEW YORK 10017-3954 (212) 455-2000 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. 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. / / 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. /X/ 333-10619 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 Offering Price Aggregate Title of Each Class of Amount to be Per Offering Amount of Securities to be Registered Registered Note(1)(2) Price(1)(2) Registration Fee - ---------------------------------------------------------------------------------------------------------------- Convertible Subordinated Notes Due 2003............ $10,000,000 100% $10,000,000 $3,449 - ---------------------------------------------------------------------------------------------------------------- Common Shares, without par value..................... (3) -- -- -- - ---------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------- (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a). (2) Exclusive of accrued interest. (3) Such indeterminate number of Common Shares, without par value, as may be issued upon conversion of Convertible Subordinated Notes Due 2003 registered hereunder, including such Common Shares as may be issuable pursuant to anti-dilution adjustments.
------------------------ 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. ================================================================================ 2 EXPLANATORY NOTE This Registration Statement is being filed pursuant to Rule 462(b) and General Instruction IV of Form S-3, both promulgated under the Securities Act of 1933, as amended. The contents of Registration Statement No. 333-10619, including any prospectuses and prospectus supplements filed pursuant thereto in accordance with Rule 424 promulgated under such Act, are hereby incorporated herein by reference. II-1 3 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 THE 18TH DAY OF SEPTEMBER, 1996. ROBBINS & MYERS, INC. By: /s/ DANIEL W. DUVAL ---------------------------------- Daniel W. Duval, 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. /s/ DANIEL W. DUVAL Director, President and Chief September 18, 1996 - --------------------------------- Executive Officer (principal executive Daniel W. Duval officer) /s/ GEORGE M. WALKER Vice President and Chief Financial September 18, 1996 - --------------------------------- Officer (principal financial officer) George M. Walker /s/ KEVIN J. BROWN Controller (principal accounting September 18, 1996 - --------------------------------- officer) Kevin J. Brown
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. * THOMAS P. LOFTIS Director September 18, 1996 * MAYNARD H. MURCH, IV Director September 18, 1996 * WILLIAM D. MANNING, JR. Director September 18, 1996 * JOHN N. TAYLOR, JR. Director September 18, 1996 * JEROME F. TATAR Director September 18, 1996
*Daniel W. Duval, by signing his name hereto, signs this Registration Statement on behalf of the persons indicated above pursuant to a power of attorney duly executed by each such person and filed with the Securities and Exchange Commission. /s/ DANIEL W. DUVAL ------------------------------------ Daniel W. Duval Attorney-in-fact II-2 4 ROBBINS & MYERS, INC. INDEX TO EXHIBITS
NUMBER DESCRIPTION 1.1 Certificate of Registrant as to payment of additional registration fee. 5.1 Opinion of Thompson Hine & Flory P.L.L. 23.1 Consent of Ernst & Young LLP. 23.2 Consent of Thompson Hine & Flory P.L.L. (contained in its opinion filed as Exhibit 5.1). 24.1 Powers of Attorney (filed as Exhibit 24.1 to the Registrant's Registration Statement on Form S-3 (No. 333-10619) and incorporated herein by reference).
II-3 EX-1.1 2 EXHIBIT 1.1 1 EXHIBIT 1.1 CERTIFICATE OF ROBBINS & MYERS, INC. AS TO PAYMENT OF ADDITIONAL REGISTRATION FEE Robbins & Myers, Inc. (the "Registrant") hereby certifies to the Securities and Exchange Commission (the "Commission") that on September 18, 1996: (i) The Registrant has instructed its bank to wire transfer to the Commission the requisite filing fee of $3,449 due in connection with the filing of its Registration Statement with the Commission on September 18, 1996 pursuant to Rule 462(b) under the Securities Act of 1933, as amended; (ii) The Registrant will not revoke such instructions; and (iii) The Registrant has sufficient funds in the account from which the wire transfer will originate to cover the amount of the filing fee. The Registrant hereby undertakes to confirm on September 19, 1996 that its bank has received such instructions. ROBBINS & MYERS, INC. By: /s/ Joseph M. Rigot -------------------------- Joseph M. Rigot Secretary EX-5.1 3 EXHIBIT 5.1 1 EXHIBIT 5.1 THOMPSON HINE & FLORY P.L.L. 2000 COURTHOUSE PLAZA N.E. P.O. BOX 8801 DAYTON, OH 45401-8801 Attorneys at Law September 18, 1996 Robbins & Myers, Inc. 1400 Kettering Tower Dayton, Ohio 45423 Gentlemen: As counsel for Robbins & Myers, Inc., an Ohio corporation (the "Company"), we have assisted the Company in the preparation and filing of the Company's Form S-3 Registration Statement (the "Registration Statement") relating to the proposed offering of up to $10,000,000 aggregate principal amount of Convertible Subordinated Notes Due 2003 (the "Notes") and an indeterminate number of Common Shares, without par value, of the Company, as may be issued upon the conversion of the Notes (the "Shares"). The Registration Statement is being filed pursuant to Rule 462(b) for the purpose increasing the aggregate principal amount of the Notes to $65,000,000 ($55,000,000 of which were registered on the Company's Registration Statement No. 333-10619). The Notes are to be issued under and in accordance with the terms and provisions of the Indenture (the "Indenture") to be entered into between the Company and Star Bank N.A., as Trustee (a proposed copy of which was filed as an exhibit to Registration Statement No. 333-10619). In addition to having assisted the Company in the preparation and filing of the Registration Statement, we have examined such corporate proceedings and records of the Company and have made such other investigations as we have deemed necessary for purposes of this opinion. Based upon the foregoing, it is our opinion that: (a) Upon execution and delivery of the Indenture and issuance of the Notes in accordance with the terms and provisions of the Indenture and the Underwriting Agreement (a proposed copy of which is being filed as an exhibit to the Registration Statement), the Notes will be legally issued and valid and binding obligations of the Company. 2 (b) Upon conversion of any outstanding Notes in accordance with their terms and the terms of the Indenture, the Shares issued by the Company in connection therewith will be legally issued, fully paid and nonassessable. We do hereby consent to the use 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. Very truly yours, /s/ Thompson Hine & Flory P.L.L. THOMPSON HINE & FLORY P.L.L. EX-23.1 4 EXHIBIT 23.1 1 EXHIBIT 23.1 Consent of Independent Auditors We consent to the reference to our firm under the caption "Experts" and to the use of our report dated October 3, 1995, except for SAR Redemption and Stock Split notes, as to which the dates are October 24, 1995 and July 31, 1996, respectively, in the Registration Statement (Form S-3) and related Prospectus of Robbins & Myers, Inc. for the registration of $10,000,000 Convertible Subordinated Notes. /s/ Ernst & Young LLP Dayton, Ohio September 13, 1996 -----END PRIVACY-ENHANCED MESSAGE-----