8-K 1 l97547ae8vk.txt THE REYNOLDS & REYNOLDS COMPANY 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: November 27, 2002 (Date of earliest event reported) THE REYNOLDS AND REYNOLDS COMPANY (Exact name of registrant as specified in the charter) OHIO 1-10147 31-0421120 (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification No.) THE REYNOLDS AND REYNOLDS COMPANY 115 SOUTH LUDLOW STREET, DAYTON, OHIO 45402 (Address of Principal Executive Offices) (937) 485-2000 (Registrant's telephone number including area code) N/A (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS On November 27th and November 29th, respectively, the Company entered into two arms-length transactions with Eustace W. Mita, a director, pursuant to which the Company purchased from Mr. Mita in off-market, private transactions, an aggregate of 577,000 shares of the Company's Class A common stock. The first transaction, for 200,000 shares, was for a purchase price per share of $25.78 for an aggregate purchase price of $5,156,000.00. This purchase price was determined by using the valuation dates of November 22, 25 and 26 with the parties determining the average of the high and low share prices for the Company's stock for each of such days as reported in the Wall Street Journal. The average of these three numbers was then discounted by 2.4% in accordance with an agreement dated May 18, 2000 between the Company and Mr. Mita, entered into in connection with the Company's purchase of all of the outstanding membership interests of HAC Group LLC. The second transaction for 377,000 shares was completed on November 29, 2002 by utilizing the same methodology except that the valuation dates were November 25, 26 and 27. The purchase price per share was $25.87 and the aggregate purchase price was $9,752,990. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE REYNOLDS AND REYNOLDS COMPANY By: /s/ Douglas M. Ventura Douglas M. Ventura, Vice President, General Counsel and Secretary Dated: December 3, 2002 2