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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): October 4, 2004
JACK HENRY & ASSOCIATES, INC.
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(Exact name of Registrant as specified in its Charter)
Delaware 0-14112 43-1128385
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
663 Highway 60, P.O. Box 807, Monett, MO 65708
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(Address of principal executive offices)(zip code)
Registrant's telephone number, including area code: (417) 235-6652
(Former name or 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:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a.-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4 (c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On October 4, 2004, Jack Henry & Associates, Inc. ("Jack Henry")
entered into a Stock Purchase Agreement with Verinex Technologies, Inc. of
Irvine, California ("Verinex") and its stockholders the Almquist Family
Trust, William and Traci Jo Watson, Aaron and Vanessa Watson and Sean and
Cynthia Walwick. The transaction was closed on that same day, with an
effective date of October 1, 2004. Jack Henry paid cash consideration of
$35,000,000 for all of the outstanding capital stock of Verinex.
On October 5, 2004, Jack Henry issued a press release announcing the
acquisition of Verinex, a copy of which is attached hereto as Exhibit 99.1.
Verinex's products and services are summarized in the press release.
Item 8.01 Other Events.
In the same October 5, 2004 press release, a copy of which is attached
hereto as Exhibit 99.1, Jack Henry announced the completion of its
acquisition of Select Payment Processing, Inc.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
99.1 Press release dated October 5, 2004.
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.
JACK HENRY & ASSOCIATES, INC.
(Registrant)
Date: October 6, 2004 By: /s/ Kevin D. Williams
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Kevin D. Williams
Chief Financial Officer
Exhibit 99.1
Company: Jack Henry & Associates, Inc. Analyst Contact: Kevin D. Williams
663 Highway 60, P.O. Box 807 Chief Financial Officer
Monett, MO 65708 (417) 235-6652
IR Contact: Jon Seegert
Director Investor Relations
(417) 235-6652
FOR IMMEDIATE RELEASE
JACK HENRY & ASSOCIATES ACQUIRES VERINEX[R] TECHNOLOGIES
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MONETT, MO _ October 5, 2004 - Jack Henry & Associates, Inc. (Nasdaq: JKHY),
a leading provider of integrated computer systems and ATM/debit card
transaction processing, announced today its acquisition of California-based
Verinex Technologies ("Verinex"), a leading developer and integrator
of biometric security solutions. The terms of the transaction were not
disclosed.
Biometrics is the ability to verify identity through the automated use of
physical characteristics such as fingerprints, irises, retinas, and faces;
or behavioral characteristics such as voices, signatures, and keystroke
recognition.
Biodentify[R], Verinex's fingerprint authentication solution, leverages
physical biometrics, which are unique to every individual and cannot be
altered, to provide unique levels of security, convenience, and usability.
The advanced system provides intuitive wizard-based registration, convenient
single-touch identification, event logging for auditing and regulatory
compliance purposes, efficient administration and management, and the
industry's highest usability rates.
Tony L. Wormington, president of Jack Henry & Associates, said, "Password
use and administration have become increasingly more expensive and
inefficient. In fact, the Gartner Group and IDC estimate that password
administration and management costs can total $200 to $300 per user, per
year; not including the cost of compromised proprietary information. The
research also confirmed that 20 to 50 percent of all help desk calls are
requests for password resets, and the average labor cost for a single
password reset is $38. Biometrics eliminates user names and passwords, and
the related costs, ongoing administration, and management issues; while
significantly enhancing security. Integrating Biodentify into our banking
and credit union systems can significantly improve our clients operating
efficiencies while enhancing their overall security."
According to Scott Almquist, manager of business development for Verinex
Technologies, "The Gartner Group research also determined that security has
become the number one concern of CIO's. Materially enhancing security
through state-of-the-art technology is the foundation of Verinex and our
products. Biodentify conclusively authenticates individuals based on 'who
they are' rather than 'what they know' or 'what they have.' Each
individual's unique physical characteristics accurately identify them from
everyone else, making it virtually impossible to forge, lose, forget, copy
or share biometric-based authentication credentials."
Jack F. Prim, CEO of Jack Henry & Associates, said, "Jack Henry and Verinex
clearly share a common corporate culture and proven commitment to provide
outstanding products and world-class service. Similar to other recent
acquisitions, Verinex will expand our service offerings to our existing
customer base, and expand our potential customers to entities that have not
traditionally been our targets, much like the market gains we obtained with
e-Classic Systems which was acquired in April of this year."
Verinex's sophisticated solutions are currently supporting financial
institutions and healthcare organizations; providers of e-commerce and
point-of-sale transactions; and time and attendance tracking, and physical
access functions.
According to Kevin D. Williams, CFO of Jack Henry & Associates, "This
acquisition is expected to contribute approximately $3 to $4 million in
EBITDA for the remainder of this fiscal year and should have an accretive
impact to EPS of approximately $.01 to $.02. We believe there is
significant upside for this product in our existing customer base and will
be a differentiator of our products to assist in selling to new core
customers in the future in both of our operating segments."
Jack Henry Closes Previously Announced Acquisition of Select Payment
Processing, Inc.
Jack Henry also has closed the acquisition of privately-held Select Payment
Processing, Inc. effective October 1, 2004, which was announced September 8,
2004. Select Payment Processing provides innovative ACH and electronic
check processing solutions for financial institutions, third-party payment
processors, government entities, utility companies, and online and offline
merchants. The acquisition was pending Select Payment's shareholder
approval, which was received September 30, 2004.
About Jack Henry & Associates, Inc.
Jack Henry & Associates, Inc. provides integrated computer systems and
processor of ATM and debit card transactions for banks and credit unions.
Jack Henry markets and supports its systems throughout the United States,
and has more than 5,900 customers nationwide. For additional information on
Jack Henry, visit the company's Web site at www.jackhenry.com.
Statements made in this news release that are not historical facts are
forward-looking information. Actual results may differ materially from
those projected in any forward-looking information. Specifically, there are
a number of important factors that could cause actual results to differ
materially from those anticipated by any forward-looking information.
Additional information on these and other factors, which could affect the
Company's financial results, are included in its Securities and Exchange
Commission (SEC) filings on Form 10-K, and potential investors should review
these statements. Finally, there may be other factors not mentioned above
or included in the Company's SEC filings that may cause actual results to
differ materially from any forward-looking information.
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