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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 (Date of earliest event reported): December 17, 1998
JACK HENRY & ASSOCIATES, INC.
(Exact name of Registrant as specified in its Charter)
Delaware 0-14112 43-1128385
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
663 Highway 60, P.O. Box 807, Monett, MO 65708
(Address of principal executive offices)(zip code)
Registrant's telephone number, including area code: (417) 235-6652
ITEM 2. ACQUISITION OR DISPOSITION ASSETS.
(a) On August 18, 1998, Jack Henry & Associates, Inc., a Delaware corporation
(the Registrant ), entered into a definitive Agreement and Plan of Merger
(the Merger Agreement ) providing for the merger (the Merger ) of
Peerless Acquisition Corp., a Delaware corporation and wholly owned
subsidiary of the Registrant ( Sub ), with and into Peerless Group, Inc.,
a Delaware corporation ( Peerless ). The Merger was effected on December
16, 1998 (the Effective Time ), pursuant to a Certificate of Merger (the
Certificate of Merger ) filed by Peerless with the Secretary of State of
the State of Delaware. Upon the Effective Time of the Merger, each
outstanding share of the Common Stock, $.01 par value, of Peerless
( Peerless Common Stock ), other than shares held in the treasury of
Peerless or owned by Sub, the Registrant or any wholly-owned subsidiary of
Peerless or the Registrant, were converted into the right to receive
0.16145 (the Conversion Ratio ) of a share of the Common Stock, $.01 par
value, of the Registrant ( Registrant Common Stock ), and each outstanding
option or warrant to purchase Peerless Common Stock was assumed by the
Registrant and became an option or right to purchase Registrant Common
Stock, with appropriate adjustments to be made to the number of shares
issuable thereunder and the exercise price thereof based on the Conversion
Ratio.
The Conversion Ratio was determined by assigning a $7.25 value per share
to Peerless Common Stock and dividing that value by the Pre-Announcement
Average Price of Registrant Common Stock. The Pre-Announcement Average
Price is the average of the last sale price per share of Registrant Common
Stock during the three consecutive trading days prior to the public
announcement of the Merger on August 19, 1998. The Pre-Announcement
Average Price used to determine the Conversion Ratio is $44.91.
There were no material relationships between Peerless and the Registrant
or any of its affiliates, directors, executive officers or associates of
any such directors or executive officers. The basic terms of the Merger
Agreement, and the relationships between the Registrant and Peerless and
their respective directors and executive officers, were described in the
Proxy Statement/Prospectus dated November 10, 1998 filed in connection
with Registrant s Registration Statement on Form S-4 (No. 333-66185),
which is incorporated herein by reference.
The acquisition by Registrant of Peerless Common Stock pursuant to the
Merger Agreement is deemed the indirect acquisition of the assets of
Peerless represented thereby, including Peerless equipment and other
physical property. Peerless assets consist mainly of cash, receivables,
inventory, property and equipment, and other tangible and intangible
assets.
The Merger is intended to be a tax-free reorganization under Section
368(a) of the Internal Revenue Code of 1986, as amended, and is intended
to be treated as a pooling of interests for financial reporting purposes
in accordance with generally accepted accounting principles.
(b) The assets of Peerless were used, prior to the Effective Time of the
Merger, for the design, development, installation and support of
integrated information systems, including proprietary computer software
and third party software and hardware, for community banks and credit
unions in the United States and Canada, a use which the Registrant intends
to continue immediately following the Merger.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following financial statements and exhibits are filed as part of this
report, where indicated.
(a) Financial Statements of business acquired, prepared pursuant to Rule 3.05
of Regulation S-X:
The financial statements of the business acquired are not included herein.
Such information will be filed by amendment on or before March 1, 1999.
(b) Pro forma financial information required pursuant to Article 11 of
Regulation S-X:
The pro forma financial information is unavailable as of the date of this
filing. Such information will be filed on or before March 1, 1999.
(c) Exhibits in accordance with Item 601 of Regulation S-K:
2.1 Agreement and Plan of Merger, dated as of August 18, 1998, by and
among Jack Henry and Associates, Inc., a Delaware corporation,
Peerless Group, Inc., a Delaware corporation, and Peerless
Acquisition Corp., a Delaware corporation.
Incorporated by reference to the Registrant s Amendment No. 1 to the
Registration Statement on Form S-4 (File No. 333-66185) filed with
the Securities and Exchange Commission on November 10, 1998.
2.2 Certificate of Merger by and between Peerless Acquisition Corp., a
Delaware corporation, and Peerless Group, Inc., a Delaware
corporation, dated as of December 16, 1998.
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 hereunto duly authorized.
Date: December 17, 1998 JACK HENRY & ASSOCIATES, INC.
(Registrant)
By: /s/ Michael E. Henry
Michael E. Henry
Chairman of the Board
EXHIBIT 2.2
CERTIFICATE OF MERGER
MERGING
PEERLESS ACQUISITION CORP.
A DELAWARE CORPORATION
WITH AND INTO
PEERLESS GROUP, INC.
A DELAWARE CORPORATION
______________________
Pursuant to Section 251 of the General Corporation Law of the State of
Delaware, Peerless Group, Inc., a Delaware corporation ( Peerless ), does hereby
certify as follows:
FIRST: Each of the constituent corporations, Peerless and Peerless
Acquisition Corp. ( Sub ), is a corporation duly organized and existing
under the laws of the State of Delaware.
SECOND: An Agreement and Plan of Merger (the Merger Agreement ), dated
August 18, 1998, among Jack Henry & Associates, Inc., a corporation
organized under the laws of the State of Delaware, Sub and Peerless,
setting forth the terms and conditions of the merger of Sub with and into
Peerless (the Merger ), has been approved, adopted, certified, executed
and acknowledged by each of the constituent corporations in accordance
with Section 251 of the Delaware General Corporation Law.
THIRD: Peerless shall be the surviving corporation in the Merger (the
Surviving Corporation ). The name of the Surviving Corporation shall be
Peerless Group, Inc.
FOURTH: The Certificate of Incorporation of the Surviving Corporation is
amended to read in its entirety as set forth in Exhibit A hereto.
FIFTH: An executed copy of the Merger Agreement is on file at the
principal place of business of the Surviving Corporation at the following
address:
Peerless Group, Inc.
663 Highway 60
Monett, Missouri 65708
SIXTH: A copy of the Merger Agreement will be furnished by the Surviving
Corporation, on request and without cost, to any stockholder of any
constituent corporation.
SEVENTH: The Merger shall become effective upon the filing of this
Certificate of Merger with the Secretary of State of the State of
Delaware.
IN WITNESS WHEREOF, Peerless has caused this Certificate of Merger to be
executed in its corporate name as of the 16th day of December, 1998.
PEERLESS GROUP, INC.
By: /s/ Michael E. Henry
Michael E. Henry, Chairman and
Chief Executive Officer
EXHIBIT A
RESTATED CERTIFICATE OF INCORPORATION
OF
PEERLESS GROUP, INC.
FIRST: The name of the corporation is Peerless Group, Inc.
SECOND: Its Registered Office in the State of Delaware is to be located at
1209 Orange Street, in the City of Wilmington, County of New Castle,
19801. The Registered Agent in charge thereof is The Corporation Trust
Company.
THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General
Corporation Law of Delaware.
FOURTH: The amount of the total authorized capital stock of this
corporation is One Thousand and No/100 Dollars ($1,000.00) divided into
One Hundred Thousand (100,000) shares of Common Stock of One Cent ($.01)
each.
FIFTH: A director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director except for liability (i) for any breach of
the director s duty of loyalty to the corporation or its stockholders;
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which
the director derived any improper personal benefit. If the Delaware
General Corporation Law is amended after the filing of the Certificate of
Incorporation of which this Article is a part, to authorize corporate
action further eliminating or limiting the personal liability of
directors, then the liability of a director of the corporation shall be
eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended. Any amendment, modification or
repeal of the foregoing sentence shall not adversely affect any right or
protection of a director of the corporation hereunder in respect of any
act or omission occurring prior to the time of such amendment,
modification or repeal.
SIXTH: The corporation reserves the right at any time, and from time to
time, to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, and other provisions authorized by the laws
of the State of Delaware, in the manner now or hereafter prescribed by
law; and all rights, preferences and privileges of whatsoever nature
conferred upon stockholders, directors or any other persons whomsoever by
and pursuant to this Certificate of Incorporation in its present form or
as hereafter amended or granted subject to the rights reserved in this
Article.
SEVENTH: The number of directors shall be fixed by or shall otherwise be
determined in the manner provided in the Bylaws of the corporation.
EIGHTH: The Board of Directors of the corporation shall have the power to
make, alter, amend or repeal Bylaws for the corporation from time to time.
NINTH: The corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit, or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right
of the corporation) by reason of the fact that such person is or was a
director or officer of the corporation, or is or was serving at the
request of the corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise to the
fullest extent permitted by the laws of the State of Delaware.
The corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit, or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation)
by reason of the fact that such person is or was an employee or agent of
the corporation, or is or was serving at the request of the corporation as
an employee or agent of another corporation, partnership, joint venture,
trust or other enterprise to the fullest extent permitted by the laws of
the State of Delaware.