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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 2, 2003
REYNOLDS, SMITH AND HILLS, INC.
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(Exact Name of Registrant as Specified in Charter)
Florida 0-18984 59-2986466
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.
10748 Deerwood Park
Boulevard South
Jacksonville, Florida 32256
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code (904) 256-2500
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Item 5. Other Event
Reynolds, Smith and Hills, Inc. (the "Company") is filing this report to
announce that it intends to transition to become a private company by filing, on
May 2, 2003, a Form 15 with the Securities and Exchange Commission (the "SEC")
to deregister its common stock and suspend its reporting obligations under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company
will also file a Form 15 to suspend the Form 11-K reporting obligations of its
Employees 401(k) Profit Sharing Plan (the "Plan") under the Exchange Act.
The Company expects the deregistration to become effective within 90 days
of the filing with the SEC. Upon filing of the Form 15 for each of the Company
and the Plan, the obligation of the Company and the Plan to file with the SEC
certain reports and forms, including Forms 10-K, 10-Q, 11-K and 8-K, will be
immediately suspended. After careful consideration, the Company's Board of
Directors decided to take this action because it believes that the advantages of
continuing as a public company are outweighed by the disadvantages. The Board of
Directors considered several factors in making this decision. These include, but
are not limited to, (i) the number of the Company's common stockholders of
record; (ii) the fact that the Company's stock is not traded on any public stock
exchange or other public market; (iii) the nature and limited extent of
transactions in the Company's common stock; (iv) the lack of public interest for
the Company's common stock; and (v) the costs, both direct and indirect,
associated with the preparation and filing of the Company's and the Plan's
periodic reports and other documents with the SEC. The Company had anticipated
that its legal, accounting, and other costs would increase substantially as a
result of recently enacted legislation affecting public companies. Based upon
the expected cost and time savings, the Company believes that it will be better
positioned as a private company to enhance long-term shareholder value.
Cautionary Notice Regarding Forward-Looking Statements
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Certain information contained in this report consists of forward-looking
statements based on current expectations and plans that involve risks and
uncertainties. Forward-looking statements frequently are identified by the use
of terms such as "expect", "hope", "believe", "intend", "will" or similar
expressions. The Private Securities Litigation Reform Act of 1995 provides a
safe harbor for forward-looking statements. In order to comply with the terms of
the safe harbor, the Company notes that a variety of factors could cause actual
results and experiences to differ materially from the anticipated results or
other expectations expressed in the forward-looking statements. All
forward-looking statements in this report are based on information that
currently is available.
The risks and uncertainties that may cause the Company's actual results and
experiences to differ materially from anticipated results and expectations
include the following, among other factors: (a) the ability to attract and
retain qualified professional personnel; (b) periodic fluctuations in general
business conditions and in demand for the types of services provided by the
Company, including any reduction in demand for architectural and engineering
services in the public sector; (c) the ability of the Company to meet
performance or schedule guarantees and avoid cost overruns on fixed or maximum
priced contracts; (d) the ability of the Company to successfully implement
internal plans; and (e) the future availability of strategic alternatives and
sources of financing for the Company and its business.
Signature
Pursuant to the requirements of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereto duly
authorized.
Dated: May 2, 2003
REYNOLDS, SMITH AND HILLS, INC.
By: /s/ Kenneth R. Jacobson
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Name: Kenneth R. Jacobson
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Title: Chief Financial Officer, Executive
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Vice President and General Counsel
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