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): February 24, 2006 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 (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 5.04. Temporary Suspension of Trading Under Registrant's Employee Benefit Plans. On February 24, 2006, Jack Henry & Associates, Inc. (the "Company") sent a notice to participants in the Company's 401(k) Profit Sharing Plan (the "Plan") informing them that the Plan would be converting from unitized accounting to direct share accounting and that, as a consequence, participants in the Plan would not be able to direct or diversify investments in their individual accounts, obtain a loan from the Plan, or obtain a distribution from the Plan during a period beginning on March 27, 2006 at 3:00 PM CST and ending sometime during the week of April 2, 2006. This period is referred to as the "blackout period." Before or during the blackout period, and for a period of two years thereafter, a participant in the Plan, a security holder or other interested person may obtain, without charge, information regarding the blackout period, including the actual ending date of the blackout period, by contacting Diversified Investment Advisors at (800) 755-5801, 4 Manhattanville Road, Purchase, NY 10577 or Kevin Williams at (417) 235-6652, Jack Henry & Associates, Inc., 663 Highway 60, Monett, MO 65708. On February 24, 2006, the Company sent a blackout trading restriction notice (the "BTR Notice") to its directors, executive officers and general managers, informing them that, because the restrictions during the blackout period include restrictions on investment changes involving the Company's common stock held in the Plan, they would be prohibited during the blackout period from purchasing and selling shares of the Company's common stock. A copy of the BTR Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Company was notified of the blackout period on February 21, 2006. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits: Exhibit No Document ---------- -------- 99.1 Blackout Period Notice to Directors, Executive Officers and General Managers of Jack Henry & Associates. 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: February 24, 2006 By: /s/ Kevin D. Williams ------------------------- Kevin D. Williams Chief Financial Officer
EXHIBIT 99.1 JACK HENRY & ASSOCIATES, INC. BLACKOUT PERIOD NOTICE To: Directors, Executive Officers and General Managers From: Kevin Williams, CFO Date: February 24, 2006 Re: NOTICE REGARDING 401(K) PLAN BLACKOUT PERIOD AND RESTRICTIONS ON ABILITY TO TRADE SHARES OF THE COMPANY'S SECURITIES This notice is to inform you of significant restrictions on your ability to trade any equity securities of Jack Henry & Associates, Inc. (the "Company") during an upcoming "blackout period" that will apply to the Company's 401(k) Profit Sharing Plan (the "401(k) Plan"). This special "blackout period" is imposed on top management of the Company by the Sarbanes-Oxley Act of 2002 and Securities and Exchange Commission Regulation BTR (Blackout Trading Restriction) and is in addition to the Company's blackout periods related to its earnings releases or for any other purposes. The 401(k) Plan blackout period is being imposed because of a conversion from unitized accounting in the Jack Henry Stock Fund under the 401(k) Plan to direct share accounting. The 401(k) Plan blackout period will begin at 3:00 p.m. Central Standard Time on Monday March 27, 2006 and will end sometime during the week of April 2, 2006 (the "401(k) Plan Blackout Period"). The Company will notify you directly when this 401(k) Plan Blackout Period ends. During the 401(k) Plan Blackout Period, participants in the 401(k) Plan will not be able to access their accounts to direct or diversify their investments, obtain a loan from the 401(k) Plan or obtain a distribution from the 401(k) Plan. In accordance with Company policy and Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104 of Securities and Exchange Commission Regulation BTR, the Company's directors, executive officers and general managers are prohibited - during the 401(k) Plan Blackout Period - from purchasing, selling, or otherwise acquiring or transferring, directly or indirectly, any equity security of the Company. Please note the following: * "Equity securities" is defined broadly to include the Company's common stock, options, and other derivative securities. * Covered transactions are not limited to those involving your direct ownership, but include any transaction in which you have a pecuniary interest (for example, transactions by your immediate family members living in your household). * Among other things, these rules prohibit exercising options granted to you in connection with your employment by the Company or services as a director, selling shares of Company stock acquired pursuant to such options, selling shares of Company stock originally received as a restricted stock grant, or selling shares to cover withholding taxes upon the vesting of restricted stock or exercise of stock options. * Exemptions from these rules generally apply for purchases or sales under Rule 10b5-1 plans, dividend reinvestment plans, sales required by law, and certain other "automatic" transactions. These rules apply in addition to the trading restrictions under the Company's insider trading policy. If you engage in a transaction that violates these rules, you may be required to disgorge your profits from the transaction, and you may be subject to civil and criminal penalties. Because of the complexity of these rules and the severity of the penalties and other remedies, please contact me or Rob Schendel in the Legal Department before engaging in any transaction involving the Company's equity securities during the 401(k) Plan Blackout Period or if you have any questions about the 401(k) Plan Blackout Period or the information contained in this notice. The Company has designated the following persons to respond to inquiries about the 401(k) Plan Blackout Period: Kevin Williams, CFO Rob Schendel, General Counsel Jack Henry & Associates, Inc. Jack Henry & Associates, Inc. 663 Highway 60 10910 W. 87th St. Monett, MO 65708 Lenexa, KS 66214 (417) 235-6652 (913) 341-3434