As filed with the Securities and Exchange Commission on July 30, 2001
Registration Number 33-____________
============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JACK HENRY & ASSOCIATES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 7373 43-1128385
(State or other jurisdiction (Primary Standard (I.R.S. Employer)
of incorporation Industrial Classification Identification No.)
or organization) Code Number)
63 Highway 60
P.O. Box 807
Monett, Missouri 65708
(417) 235-6652
(Address, including zip code and telephone number, including area code, of
Registrant's principal executive offices)
----------------
Michael E. Henry
Chief Executive Officer
Jack Henry & Associates, Inc.
663 Highway 60, P.O. Box 807
Monett, Missouri 65708
(417) 235-6652
(Name, address, including zip code and telephone number, including area
code, of agent for service)
Copies to:
Robert T. Schendel, Esq.
Shughart, Thomson & Kilroy, P.C.
Twelve Wyandotte Plaza
120 West 12th Street, Suite 1600
Kansas City, Missouri 64105
----------------
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement
If the only securities being registered on this Form are being offered
pursuant to a 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. [ ] _____________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
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. [ ] _______________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
============================================================================
Title of Proposed Proposed
Each Class of Amount Maximum Maximum Amount of
Securities to be to be Offering Price Aggregate Registration
Registered Registered Per Share (1) Offering Price (1) Fee
----------------------------------------------------------------------------
Common Stock
$0.01 par value 761,989 $26.17 $19,941,252 $4,985
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(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) of the Securities Act of 1933 based on the
average high and low prices of the Common Stock as reported on Nasdaq
on July 23, 2001.
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, as amended, or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
[Jack Henry & Associates, Inc, Letterhead]
Dear Participant:
As a participant in the Jack Henry & Associates, Inc. 401(k) Employee
Stock Ownership Plan (the "Plan"), the trustee of the Plan (the "Trustee")
has purchased shares of Jack Henry common stock on your behalf. We have
determined that shares that may have been purchased on your behalf between
January 1, 1994 and June 27, 2001, were not properly registered under the
Securities Act of 1933. Therefore, in order to comply with federal and
state securities laws, Jack Henry is offering to repurchase the shares of
its Common Stock that may have been purchased on your behalf during that
time period. You are not obligated in any way to accept this offer.
Enclosed is a Prospectus detailing the terms and background of the
offer. While you are encouraged to read the Prospectus thoroughly before
deciding to accept or reject the offer, the following summary of the offer
is provided for your reference:
* Jack Henry will repurchase the shares of its Common Stock that may
have been purchased on your behalf during the period January 1,
1994 through June 27, 2001;
* The purchase price will be the price originally paid for the
shares plus interest, less any income dividends received on the
shares;
* You have until 11:59 p.m., Central Standard Time, on _______, 2001
to accept the offer;
* Failure to accept the offer by _________, 2001 will be deemed a
rejection of the offer;
* If you accept the offer, your account balance in the Jack Henry
Common Stock Fund will be reduced, and the proceeds will be
reinvested by the Trustee of the Plan pursuant to your recorded
investment election;
* Rescission offerees who elect to accept the recission offer must
tender all of their common stock currently held under the plan.
* If you reject the offer, your account balance in the Jack Henry
Common Stock Fund will not change and the Jack Henry common stock
purchased on your behalf between January 1, 1994 and June 27, 2001
will be registered under the Securities Act of 1933, effective as
of the date of this Prospectus.
In order to accept the offer you must complete the form provided
(attached as Appendix I to the Prospectus) and mail or return it by _______,
2001 to Kevin D. Williams, Jack Henry & Associates, Inc., 663 Highway 60,
Monett, Missouri 65708.
If you have any questions regarding the offer please call Kevin D.
Williams at (417) 235-6652 between 9:00 a.m. and 5:00 p.m., Central Standard
Time.
Sincerely,
/s/ Michael E. Henry
--------------------
Michael E. Henry
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
PROSPECTUS (Subject to Completion, Issued July 30, 2001)
PROSPECTUS
JACK HENRY & ASSOCIATES, INC.
761,989 SHARES
COMMON STOCK, $.01 PAR VALUE PER SHARE
RESCISSION OFFER
Jack Henry & Associates, Inc. offers, under the terms and conditions
described in the Prospectus, to rescind the previous purchase of a total of
761,989 shares of Common Stock, par value $0.01 per share (the "Common
Stock") by the trustee (the "Trustee") under the Jack Henry & Associates,
Inc. 401(k) Employee Stock Ownership Plan and Trust (the "Plan"), on behalf
of certain participants in the Plan (the "Rescission Offerees") for (i) the
consideration paid for such Common Stock, plus interest at the applicable
rate from the date of purchase, less any dividends due or paid, or (ii) in
the event the participant has caused the sale of such Common Stock, the
consideration paid, less the proceeds from the sale, plus interest at the
applicable rate, less any dividends due or paid (the "Rescission Offer").
The Rescission Offer applies to the purchases of Common Stock during the
period from January 1, 1994, through June 27, 2001, at split adjusted prices
ranging from $1.06 per share to $31.40 per share. The closing sale price of
the Common Stock (as reported on Nasdaq) on July 26, 2001 was $28.66.
RESCISSION OFFEREES ARE NOT REQUIRED TO ACCEPT THE RESCISSION OFFER.
RESCISSION OFFEREES WHO ELECT TO ACCEPT THE RESCISSION OFFER MUST TENDER ALL
OF THEIR COMMON STOCK CURRENTLY HELD UNDER THE PLAN. RESCISSION OFFEREES
WHO FAIL TO RESPOND TO THIS RESCISSION OFFER BY THE EXPIRATION DATE WILL BE
DEEMED BY THE COMPANY TO HAVE DECLINED THE RESCISSION OFFER. NONE OF THE
PROCEEDS RESULTING FROM ACCEPTANCE THEREOF WILL BE PAID TO THE RESCISSION
OFFEREE, BUT WILL BE PAID UPON DELIVERY OF THE SECURITY OR ACCEPTANCE OF THE
OFFER TO THE TRUSTEE FOR THE RESCISSION OFFEREE'S ACCOUNT AND REINVESTED BY
THE TRUSTEE AT THE NEXT INVESTMENT DATE (UNLESS SUCH COMMON STOCK HAS BEEN
DISTRIBUTED TO THE RESCISSION OFFEREE AS A RESULT OF RETIREMENT OR
TERMINATION OF EMPLOYMENT).
The Rescission Offer will expire thirty (30) days from the date of this
Prospectus at 11:59 p.m., Central Standard Time, on _______, 2001 (the
"Expiration Date"). Rescission Offerees who do not accept the Rescission
Offer will be deemed to have purchased registered Common Stock under the
Securities Act of 1933, as amended (the "Securities Act"), effective as of
the date of this Prospectus.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CON-
TRARY IS A CRIMINAL OFFENSE.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES.
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The date of this Prospectus is ________, 2001.
TABLE OF CONTENTS
Available Information............................................ 3
Incorporation by Reference....................................... 3
The Company...................................................... 4
The Rescission Offer............................................. 4
Background and Reasons for the Rescission Offer............. 4
Terms of the Rescission Offer............................... 5
How to Accept or Decline the Rescission Offer............... 6
Questions About the Rescission Offer........................ 7
Tax Effects of the Rescission Offer......................... 7
Funding the Rescission Offer................................ 7
Risk Factors..................................................... 7
Use of Proceeds.................................................. 7
Legal Opinion.................................................... 8
Appendix I B Rescission Offeree's Acceptance Form................ 9
AVAILABLE INFORMATION
Jack Henry & Associates, Inc. is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in accordance therewith files reports, proxy statements
and other information with the Securities and Exchange Commission (the
"SEC"). Reports, proxy statements and other information filed by the
Company can be inspected and copied at prescribed rates at the public
reference facilities maintained by the SEC at Room 1024, 450 Fifth Street,
N.W., Washington D.C. 20549, and at the SEC's Regional Offices located at
Seven World Trade Center, New York, New York, 10048; and the Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-
2511.
Jack Henry & Associates, Inc. has filed with the SEC a registration
statement on Form S-3 (File No. 33 ) (herein, together with all
amendments and exhibits, referred to as the "Registration Statement") under
the Securities Act. This Prospectus does not contain all of the information
set forth in the Registration Statement, certain parts which are omitted in
accordance with the rules and regulations of the SEC. For further
information, reference is hereby made to the Registration Statement.
INCORPORATION BY REFERENCE
The following documents filed by Jack Henry & Associates, Inc. pursuant
to the Exchange Act are hereby incorporated by reference:
(i) The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 2000;
(ii) The Company's Current Report on Form 8-K filed on July 21, 2000;
(iii) The Company's Current Report on Form 8-K filed on July 27, 2000;
(iv) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000;
(v) The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 2000;
(vi) The Company's Current Report on Form 8-K filed on January 18,
2001;
(vii) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001;
(viii) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1 filed on July 14,
2000; and
(ix) All other documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the
Rescission Offer.
Any statement contained herein or in a document incorporated by
reference or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent
that such statement is modified or superseded by any other subsequently
filed document which is incorporated or is deemed to be incorporated by
reference herein. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
Jack Henry & Associates, Inc. will provide without charge to each
person, including any beneficial owner, to whom a copy of this Prospectus
has been delivered, upon the written or oral request of such person, a copy
of any or all of the documents which are incorporated herein by reference,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference into such documents). Please contact Kevin D.
Williams, 663 Highway 60, P.O. Box 807, Monett, Missouri 65708, telephone
(417) 235-6652 to request such documents.
THE COMPANY
Jack Henry & Associates, Inc. ("JHA" or the "Company") is a leading
provider of integrated computer systems to banks with under $10.0 billion of
total assets, which we refer to as community banks, as well as credit unions
and other financial institutions in the United States. We offer a complete,
integrated suite of data processing system solutions to improve our
customers' management of their entire back-office and customer interaction
processes. We believe our solutions enable our customers to provide better
service to their customers and compete more effectively against larger banks
and alternative financial institutions. Our customers either install and
use our systems in-house or outsource these operations to us on a turn-key
basis. We perform data conversion, hardware and software installation and
software customization for the implementation of our systems and
applications. We also provide continuing customer maintenance and support
services to ensure proper product performance and reliability, which
provides us with continuing client relationships and recurring revenue. For
our customers who prefer not to acquire hardware and software, we provide
turn-key outsourcing services through nine data centers and 14 item
processing centers located across the United States.
Our principal executive offices are located at 663 Highway 60, P.O. Box
807, Monett, Missouri 65708, and our telephone number is (417) 235-6652.
THE RESCISSION OFFER
Background and Reasons for the Rescission Offer
The Jack Henry & Associates, Inc. 401(k) Employee Stock Ownership Plan
and Trust (the "Plan") is a qualified defined contribution plan under
Section 401(k) of the Internal Revenue Code of 1986, as amended. The
purpose of the Plan is to provide a voluntary, systematic method for a
participant to save a specified percentage of the participant's compensation
for retirement and to defer federal income tax, and where allowed state,
city and county income taxes, on such compensation, together with matching
contributions made by the Company ("Company Matching Contributions").
A participant's contributions are held in a trust fund maintained for
the benefit of participants in the Plan. A participant has the right to
decide how to invest these contributions. There are currently twelve (12)
different investment choices under the Plan. In January, 1994, participants
were first given the option to invest their contributions in the Common
Stock of Jack Henry & Associates, Inc. (the "Jack Henry Common Stock Fund").
A participant must indicate the percentage of his or her contribution to be
allocated to each investment choice. A participant may elect to defer up to
15% of his or her compensation each year instead of receiving that amount in
cash. Company Matching Contributions are invested in accordance with and in
the same percentages as a Plan participants investment election under the
Plan. Approximately every two weeks the trustee of the Plan, William
Brinson (the "Trustee") purchases Jack Henry Common Stock for the benefit of
Plan participants who elect to invest in the Jack Henry Common Stock Fund.
The Common Stock is purchased by the Trustee on the open market at market
prices.
The Company is required to register the shares of Common Stock
purchased by the Trustee for the Plan under the Securities Act of 1933.
Although all of the purchases by the Trustee were made in a manner
consistent with the Plan, and the investment elections of the Plan
participants, the Company has determined that up to 761,989 shares of its
Common Stock purchased by the Trustee between January 1, 1994 and June 27,
2001, may not have been properly registered in accordance with the
Securities Act. If violations of securities laws occurred, the Rescission
Offeree for whom such Common Stock was purchased has the right to have such
shares of Common Stock repurchased by the Company or, if the Rescission
Offeree has already directed and caused the sale of such shares of Common
Stock, other relief. This offer is being made to ensure compliance with the
Securities Act.
The Company's Board of Directors has approved the Rescission Offer in
order to limit any contingent liability the Company may have as a result of
possible noncompliance with applicable federal registration requirements in
connection with the purchase of the shares of Common Stock described above.
For federal securities law purposes, nonacceptance of the Rescission
Offer may not terminate a Rescission Offeree's right to bring a civil action
against the Company for failure to register the shares under the Securities
Act before expiration of the applicable statute of limitations. The statute
of limitations for enforcement of such rights by a stockholder is one year
commencing on the date of the sale of Common Stock sold in violation of the
Federal registration requirements, but in no event later than three years
after the Common Stock was offered to the participants.
Terms of the Rescission Offer
A Rescission Offeree who elected to allocate some of his or her
contributions in the Plan to the purchase of Jack Henry Common Stock at any
time between January 1, 1994 and June 27, 2001, and who is currently
enrolled in the Plan, may direct that a sale of the Common Stock purchased
with his or her contributions during that period be made by the Trustee to
the Company at the price the Rescission Offeree paid for the Common Stock,
plus interest determined by state law, less any dividends paid or due on
such Common Stock. In the event such Rescission Offeree elects to accept
the Rescission Offer, the number of shares of Jack Henry Common Stock owned
by the Rescission Offeree under the Plan will be reduced by equivalent
shares of Common Stock purchased by the Trustee during the above period.
The proceeds from the Rescission Offer will be reinvested by the Trustee in
the participant's account in accordance with the investment elections on
record as of the next investment date. If such Rescission Offeree has
already directed and caused the sale of such Common Stock, the Trustee may
receive for the Rescission Offeree's account the price paid for such Common
Stock, less the sale proceeds, plus interest at such applicable rate from
the date of purchase, less any dividends received by such Rescission Offeree
from such Common Stock.
If the Rescission Offeree has directed and caused the distribution of
Common Stock from the Plan, the Rescission Offeree is entitled to obtain
relief on the above terms, except any proceeds will be paid directly to the
Rescission Offeree or his beneficiary upon tender of such Common Stock.
Interest to be paid on the amounts described above will be calculated,
in the case of shares of Common Stock repurchased, for the period from the
date of purchase by the Rescission Offeree pursuant to the Plan to the date
of repurchase by the Company. The interest rate per annum to be paid is
determined by reference to state law and therefore will depend on the state
of residence of each Rescission Offeree.
The Rescission offer will expire on _____________________________,
2001, the Expiration Date, which is thirty (30) days from the date of this
Prospectus.
The following summarizes the amount that the Company estimates it will
pay for shares of Common Stock purchased by the Company in the Rescission
Offer.
Year Average Per Estimated (Less) Estimated
Shares Share Price Interest Dividends Rescission
1994 $1.57 $1.04 $1.21 $1.40
1995 2.54 1.41 1.18 2.77
1996 5.07 2.29 1.14 6.22
1997 6.04 2.15 1.10 7.09
1998 9.74 2.61 1.00 11.35
1999 9.61 1.78 .87 10.52
2000 21.50 1.81 .71 22.60
2001 25.85 .90 .36 26.39
(1) Average Per Share Price Paid has been adjusted to reflect a 4-for-3
stock split on March 11, 1994; a 3-for-2 stock split on March 14, 1997;
a 2-for-1stock split on March 3, 2000; and a 2-for-1 stock split on
March 5, 2001.
(2) Assuming an annual interest rate of 7% and payment by the Company on
June 30, 2001. The rate of interest will vary according to the
Rescission Offeree's state of residence.
As of July 26, 2001, the closing sale price of the Common Stock (as
reported on Nasdaq) was $28.66. For the fifty-two week period ending on
such date, the average sales price of the Common Stock ranged from a high of
$33.24 to a low of $18.56.
For Rescission Offerees who accept the Rescission Offer and who are
still enrolled in the Plan, the Company and the Trustee will complete the
transaction in accordance with the terms of the Rescission Offer. The number
of shares held by the Rescission Offered under the Plan will be reduced by
the equivalent number of shares so purchased by the Trustee, and all
proceeds from the Rescission Offer will be paid to the Trustee for the
Rescission Offeree's account. The Trustee will reinvest such proceeds in
accordance with the Rescission Offeree's investment elections on record as
of the next investment date. If the Rescission Offeree has previously
directed and caused the Trustee to distribute such Common Stock from the
Plan, such proceeds will be paid directly to such individual or his
beneficiary within 30 days of tender of such Common Stock.
How to Accept or Decline this Rescission Offer
A RESCISSION OFFEREE IS NOT LEGALLY REQUIRED TO ACCEPT THE RESCISSION
OFFER. Acceptance of the Rescission Offer is optional for each Rescission
Offeree who holds units in the Jack Henry Common Stock Fund representing
shares of Common Stock covered by this Rescission Offer. In light of the
subsequent increases in market value of the Common Stock, acceptance of the
Rescission Offer may result in payment which is significantly less than the
current market value of the shares of Common Stock. If a Rescission
Offeree elects to reject the Rescission Offer, the Rescission Offeree will
hold the same number of units in the Jack Henry Common Stock Fund. In the
event the Rescission Offeree elects to accept the Rescission Offer, the
Rescission Offeree must detach and complete the form "Rescission Offeree's
Acceptance of Rescission Offer," attached hereto as Appendix 1, and mail or
return it to Jack Henry & Associates, Inc., Attn: Kevin D. Williams, 663
Highway 60, Monett, Missouri 65708, as soon as practicable after the date
of receipt of this Prospectus but in no event having a postmark later than
the Expiration Date.
ANY RESCISSION OFFEREE WHO FAILS TO NOTIFY THE COMPANY IN WRITING OF
HIS OR HER ACCEPTANCE OF THE RESCISSION OFFER, ON OR PRIOR TO THE EXPIRATION
DATE WILL BE DEEMED TO HAVE REJECTED THE RESCISSION OFFER; HOWEVER,
ACCEPTANCE OR REJECTION OF THE RESCISSION OFFER MAY NOT TERMINATE A
RESCISSION OFFEREE'S RIGHT TO BRING A CIVIL ACTION AGAINST THE COMPANY FOR
FAILURE TO REGISTER THE SHARES UNDER FEDERAL SECURITIES LAWS. HOWEVER,
FEDERAL LAW DOES PROVIDE THAT A RESCISSION OFFEREE MAY LOSE ANY RESCISSION
RIGHTS UNDER FEDERAL SECURITIES LAWS ONE YEAR FROM THE DATE OF PURCHASE OF
SUCH SHARES.
Questions about the Rescission Offer
Rescission Offerees who have questions about the Rescission Offer may
call Kevin D. Williams at (417) 235-6652 between 9:00 a.m and 5:00 p.m.,
Central Standard time.
Use of Stock Repurchased by the Company in Rescission Offer
The shares of Common Stock repurchased by the Company pursuant to the
Rescission Offer, if any, will become treasury shares. The Company has no
present plans to sell such treasury shares.
Tax Effects of Rescission Offer
A Rescission Offeree's acceptance or rejection of this Rescission
Offer, or the sale of Common Stock pursuant to it, is not considered to be a
taxable event before withdrawal or distribution of funds from such
Rescission Offeree's Plan account to the Rescission Offeree or his or her
beneficiary. All funds paid by the Company for Common Stock of a Rescission
Offeree as a result of this Rescission Offer will be paid to the Trustee and
remain in the Plan trust and will be reinvested in accordance with the
Rescission Offeree's existing investment option(s) in the Plan. Upon any
later withdrawal or distribution, any gain resulting from this Rescission
Offer will generally be taxable as ordinary income to the Rescission Offeree
or his or her beneficiary. An additional 10 percent income tax may be
imposed in cases of early withdrawal. Special tax advantages for some lump-
sum distributions and rollovers are allowed. Each Rescission Offeree should
consult with his/her own tax advisor with regard to the proper tax treatment
for him/her in connection with the Rescission Offer.
Funding the Rescission Offer
The Company has sufficient funds available to pay for the purchase of
any shares of Common Stock which may be tendered to it as a result of the
Rescission Offer. Because of the current market prices of its Common Stock,
the Company does not anticipate that a material number of Rescission
Offerees will elect to accept this Rescission Offer.
RISK FACTORS
The "Risk Factors" section within the Company's annual report on Form
10-K, filed on September 27, 2000 is incorporated by reference into this
Registration Statement on Form S-3.
USE OF PROCEEDS
The Company will receive no proceeds from the Rescission Offer. The
Common Stock was originally purchased in brokerage transactions on the open
market for which the Company did not receive any proceeds.
LEGAL OPINION
The legality of the Common Stock offered hereby has been passed upon
for the Company by Shughart Thomson & Kilroy, P.C., Kansas City, Missouri.
APPENDIX I
RESCISSION OFFEREE'S ACCEPTANCE
OF THE RESCISSION OFFER
_______________
YOU MAY ELECT TO ACCEPT OR REJECT THE RESCISSION OFFER. IF YOU WISH TO
REJECT THE RESCISSION OFFER, DO NOT EXECUTE AND RETURN THE FORM. YOU NEED
TO DO NOTHING TO REJECT THIS RESCISSION OFFER.
IF YOU WISH TO ACCEPT THE RESCISSION OFFER, PLEASE EXECUTE AND RETURN
THIS FORM, PURSUANT TO THE INSTRUCTIONS BELOW.
_______________
Kevin D. Williams
Jack Henry & Associates, Inc.
663 Highway 60
Monett, Missouri 65708
Ladies and Gentlemen:
The undersigned acknowledges receipt of a Prospectus dated _________,
2001, of Jack Henry & Associates, Inc. (the "Company"), together with the
Appendix thereto (the "Prospectus"), pursuant to which the Company offers to
rescind (the "Rescission Offer") purchases by the trustee (the "Trustee") of
the Jack Henry & Associates, Inc. 401(k) Employee Stock Ownership Plan &
Trust (the "Plan") of shares of Common Stock (the "Common Stock") of the
Company between January 1, 1994 and June 27, 2001, made with the
undersigned's contributions to the Plan, and, if the Rescission Offer is
accepted by the undersigned, to pay to the Trustee of the undersigned's
account the original purchase price paid by the Trustee to purchase such
Common Stock, plus interest thereon as determined in accordance with the
applicable rate, less any dividends due or paid on such Common Stock.
In the event the undersigned elects to accept this Rescission Offer,
the undersigned understands that the number of shares of Common Stock held
by the undersigned under the Plan will be reduced by an equivalent number of
shares of Common Stock purchased by the Trustee during the above period and
all proceeds from such account balance reduction will be paid to the Trustee
for the undersigned's account for investment in accordance with the
undersigned's current investment instructions.
If the undersigned has previously directed and caused the Trustee to
distribute such Common Stock from the Plan, the proceeds will be paid
directly to the undersigned or the undersigned's beneficiary upon timely
tender of such Common Stock.
Therefore, I hereby accept the Rescission Offer for the above Common
Stock purchased by the Trustee with my contributions, on terms set forth in
this letter. Furthermore, I direct that all payments be made to the Trustee
for my Plan account unless I have previously directed and caused a prior
distribution from the Plan of such Common Stock. I understand and agree
that as a result of such acceptance, I will no longer hold Common Stock
under the Plan.
___________________________________ ____________________________________
Name (please print) Signature
___________________________________ ____________________________________
Street Address Date:
___________________________________ ____________________________________
City, State and Zip Code of Social Security Number or
Residence Taxpayer Identification Number
Instructions: In order to indicate your acceptance of the Rescission Offer,
you must:
(1) Sign the form and provide your complete address, date, and social
security or Taxpayer Identification Number, and
(2) Mail the form to the Company.
Delivery Instructions: This form should be mailed to the Company as soon as
practicable, but in no event having a Postmark later than the Expiration
Date of this Rescission Offer, 11:59 p.m., Central Standard Time,
____________, 2001.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 145 of the Delaware General Corporation Law (the "DGCL")
permits a corporation to indemnify any of its directors and officers who was
or is a party or is threatened to be made a party to any third party
proceeding by reason of the fact that such person is or was a director or
officer of the corporation, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
if such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had not reasonable
cause to believe that such person's conduct was unlawful. In a derivative
action, i.e., one by or in the right of the corporation, the corporation is
permitted to indemnify any of its directors or officers against expenses
(including attorneys' fees) actually and reasonably incurred by such person
in connection with the defense or settlement of such action or suit if such
person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation, except
that no indemnification shall be made if such person shall have been
adjudged liable to the corporation, unless and only to the extent that the
court in which such action or suit was brought shall determine upon
application that such person is fairly and reasonably entitled to indemnity
for such expenses despite such adjudication of liability.
Article Eleventh of the Company's Certificate of Incorporation provides
for the indemnification of directors and officers of the Company against any
liability they may incur in their capacities as such to the fullest extent
permitted by the DGCL.
The Company has entered into indemnification agreements with its
directors and officers. Pursuant to such agreements, the Company will, to
the extent permitted by applicable law, indemnify such persons against all
expenses incurred in connection with the defense or settlement of any
proceeding brought against them by reason of the fact that they were
directors or officers of the Company.
The Company has in effect directors' and officers' liability insurance
with a limit of $1,000,000 and fiduciary liability insurance with a limit of
$1,000,000. The fiduciary liability insurance covers actions of directors
and officers as well as other employees with fiduciary responsibilities
under ERISA.
ITEM 16. EXHIBITS
The Exhibits filed herewith are set forth on the Index to Exhibits
filed as a part of this Registration Statement on page 14 hereof.
ITEM 17. UNDERTAKINGS
The undersigned hereby undertakes:
(a) That, for the purposes of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing 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 Monett, State of Missouri, on this 30th day of
July, 2001.
JACK HENRY & ASSOCIATES, INC.
(Registrant)
By: /s/ Michael E. Henry
------------------------------------
Michael E. Henry
Chairman of the Board and
Chief Executive Officer
Each person whose signature appears below appoints Michael E. Henry and
Terry W. Thompson or either of them, as such person's true and lawful
attorneys to execute in the name of the each such person, and to file, any
amendments to this registration statement that either of such attorneys
shall deem necessary or advisable to enable the Registrant to comply with
the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission with respect thereto,
in connection with the registration of shares of Common Stock of the
Registrant that are subject to the registration statement, which amendments
may make such changes in such registration statement as either of the above-
named attorneys deems appropriate to comply with the undertakings of the
Registrant made in connection with this registration statement; and each of
the undersigned hereby ratifies all that either of said attorneys shall do
or cause to be done by virtue thereof.
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.
Signature Capacity Date
/s/ Michael E. Henry Chairman of the Board and
-------------------- Chief Executive Officer July 30, 2001
Michael E. Henry
/s/ Terry W. Thompson President July 30, 2001
---------------------
Terry W. Thompson
/s/ John W. Henry Vice Chairman, Senior Vice
--------------------- President and Director July 30, 2001
John W. Henry
/s/ Jerry D. Hall Executive Vice President
--------------------- and Director July 30, 2001
Jerry D. Hall
/s/ Kevin D. Williams Treasurer and Chief
--------------------- Financial Officer July 30, 2001
Kevin D. Williams (Principal Accounting
Officer)
/s/ James J. Ellis Director July 30, 2001
---------------------
James J. Ellis
/s/ Burton O. George Director July 30, 2001
---------------------
Burton O. George
/s/ George R. Curry Director July 30, 2001
---------------------
George R. Curry
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
4.1.1 Certificate of Incorporation of the Company (incorporated by
reference from Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1, filed November 17, 1985).
4.1.2 Certificate of Amendment of Certificate of Incorporation
(incorporated by reference from Exhibit 4 to the Registrant's
Quarterly Report on Form 10-Q for the Quarter ended December
31, 1987).
4.1.3 Certificate of Amendment of Certificate of Incorporation
(incorporated by reference from Exhibit 3.1 to the
Registrant's Annual Report on Form 10-K for the Year Ended
June 30, 1993).
4.1.4 Certificate of Amendment of Certificate of Incorporation
(incorporated by reference from Exhibit 3.5 to the
Registrant's Annual Report on Form 10-K for the year ended
June 30, 1997).
4.1.5 Certificate of Amendment of Certificate of Incorporation
(incorporated by reference from Exhibit 3.6 to the
Registrant's Annual Report on Form 10-K for the year ended
June 30, 1998).
4.2 Amended and Restated Bylaws of the Company (incorporated by
reference from Exhibit A to the Registrant's Quarterly Report
on Form 10-Q for the Quarter ended March 31, 1996).
5.1 Opinion of Shughart Thomson & Kilroy P.C., regarding the
legality of securities to be issued.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Shughart Thomson & Kilroy, P.C. (contained in
their opinion filed as exhibit 5.1).
24.1 Powers of attorney (set forth on the signature page of this
registration statement).
Exhibit 5.1
Opinion of Shughart Thomson & Kilroy, P.C.
July 27, 2001
Jack Henry & Associates, Inc.
663 Highway 60
Monett, MO 65708
Re: Registration Statement on Form S-3 of Jack Henry & Associates,
Inc.
Gentleman:
We have acted as counsel to Jack Henry & Associates, Inc., a Delaware
corporation (the "Company"), in connection with the filing of a Registration
Statement on Form S-3 (the "Registration Statement"), with the Securities
and Exchange Commission (the "Commission") for the purposes of registering
under the Securities Act of 1933, as amended (the "Securities Act"),
761,989 of the Company's common stock (the "Common Shares") issuable under
the Jack Henry & Associates, Inc. 401(k) Employee Stock Ownership Plan and
Trust (the Plan").
In connection therewith, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of those documents,
corporate or other records, certificates and other papers that we deemed
necessary to examine for purposes of this opinion. We have also relied,
without investigation as to the accuracy thereof, on oral and written
communications from and officers of the Company.
Based upon the foregoing and subject to the qualifications set forth in
this letter, we are of the opinion that the Common Shares are validly
authorized and, when (a) the pertinent provisions of the Securities Act and
all relevant state securities laws have been complied with and (b) the
Common Shares have been delivered against payment therefor as contemplated
by the Plan, the Common Shares will be legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and further consent to the use of our name wherever
appearing in the Registration Statement.
Very truly yours,
SHUGHART THOMSON & KILROY, P.C.
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Jack Henry & Associates, Inc. on Form S-3 of our report dated August 24,
2000, appearing in the Annual Report on Form 10-K of Jack Henry &
Associates, Inc. for the year ended June 30, 2000, which is part of this
Registration Statement.
/s/ DELOITTE & TOUCHE LLP
St. Louis, Missouri
July 27, 2001