As filed with the Securities and Registration Number 33-____________
Exchange on December 6, 2002.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
JACK HENRY & ASSOCIATES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 43-1128385
(State or other jurisdiction of (I.R.S. Employer)
incorporation or organization) Identification No.)
663 West 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)
------------------------
Jack Henry & Associates, Inc. 1996 Stock Option Plan (the "Plan")
(Full title of the plan)
------------------------
Michael E. Henry, Chairman of the Board and 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. Mr. Kevin D. Williams
General Counsel Chief Financial Officer
Jack Henry & Associates, Inc. Jack Henry & Associates, Inc.
10910 West 87th Street 663 West Highway 60, P.O. Box 807
Lenexa, Kansas 66214 Monett, Missouri 65708
CALCULATION OF REGISTRATION FEE
=========================================================================
Proposed Proposed
Amount maximum Maximum
Title of to be offering aggregate Amount of
securities to registered price per offering registration
be registered (1) share (2) price (2) fee
-------------------------------------------------------------------------
Common Stock, 9,000,000 $12.63 $113,670,000.00 $10,457.64
$.01 par value shares
=========================================================================
(1) Includes such indeterminate number of additional shares as may be
issuable upon future stock splits, stock dividends or similar
transactions under antidilution provision of the Plan.
(2) Estimated pursuant to Rule 457(c) solely for the purpose of
calculating the registration fee on the basis of the average of the
high and low price of the Registrant's common stock on the National
Association of Securities Dealers, Inc. Automated Quotation System
("NASDAQ") on December 3, 2002.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is filed with respect to an increase in the
number of shares in the Plan, for which an effective Registration Statement
on Form S-8 was previously filed. Under General Instruction E, the contents
of the Registration Statement on Form S-8 filed by Jack Henry & Associates,
Inc. with the Securities and Exchange Commission (File No. 333-16989)
pursuant to the Securities Act of 1933, as amended, on November 27, 1996,
including the exhibits thereto, are incorporated by reference into this
Registration Statement, with the exception of Item 6 of Part II, which is
restated in full as follows.
PART II
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the "DGCL")
permits a corporation to indemnify any of its directors or 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 no reasonable
cause to believe that such person's conduct was unlawful. In a derivative
action, i.e., one by or in the right of a 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 Registrant's Certificate of Incorporation
provides for indemnification of directors and officers of the Registrant
against liability they may incur in their capacities as such to the fullest
extent permitted by the DGCL.
The Registrant has entered into indemnification agreements with its
directors and officers. Pursuant to such agreements, the Registrant 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 Registrant.
The Registrant has in effect directors' and officers' liability
insurance with a limit of $5,000,000 and fiduciary liability insurance with
a limit of $2,000,000. The fiduciary liability insurance covers actions of
directors and officers as well as other employees with fiduciary
responsibilities under ERISA.
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 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
December 6, 2002.
JACK HENRY & ASSOCIATES, INC.,
Registrant
By: /s/Michael E. Henry
-----------------------------------------
Michael E. Henry, Chief Executive Officer
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 date indicated.
The undersigned directors and officers of Jack Henry & Associates, Inc.
each hereby constitute Michael E. Henry and Kevin D. Williams, and each of
them, as our true and lawful attorneys with full power to sign any and all
amendments to this Registration Statement in our names and in the capacities
indicated below, to enable Jack Henry & Associates, Inc. to comply with the
requirements of the Securities Act of 1933, as amended, and all requirements
of the Securities and Exchange Commission, hereby ratifying and confirming
our signatures as they may be signed by said attorneys, or any of them, on
any and all amendments to this Registration Statement.
/s/Michael E. Henry Chairman of the Board, Chief Dec. 6, 2002
-------------------- Executive Officer and Director
Michael E. Henry
/s/Terry W. Thompson President Dec. 6, 2002
--------------------
Terry W. Thompson
/s/Kevin D. Williams Chief Financial Officer Dec. 6, 2002
-------------------- (Principal Accounting Officer)
Kevin D. Williams
/s/John W. Henry Vice Chairman, Senior Vice Dec. 6, 2002
-------------------- President and Director
John W. Henry
/s/Jerry D. Hall Executive Vice President and Dec. 6, 2002
-------------------- Director
Jerry D. Hall
/s/James J. Ellis Director Dec. 6, 2002
--------------------
James J. Ellis
/s/Burton O. George Director Dec. 6, 2002
--------------------
Burton O. George
/s/George R. Curry Director Dec. 6, 2002
--------------------
George R. Curry
EXHIBIT INDEX
-------------
Exhibit
Number Exhibit
------- -------
5.1 Opinion of General Counsel Robert T. Schendel as to the
legality of the securities
23.1 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (included on the signature page of
this registration statement)
Exhibit 5.1
Opinion of General Counsel Robert T. Schendel
December 6, 2002
Michael E. Henry
Chief Executive Officer
Jack Henry & Associates, Inc.
663 Highway 60
Monett, MO 65708
Re: Registration Statement on Form S-8 of Jack Henry & Associates, Inc.
Gentleman:
I have acted as General Counsel to Jack Henry & Associates, Inc., a
Delaware corporation (the "Company"), in connection with the filing of a
Registration Statement on Form S-8 (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"), 9,000,000 shares of the Company's common stock (the "Common Shares")
issuable under the Jack Henry & Associates, Inc. 1996 Stock Option Plan (the
Plan").
In connection therewith, I have examined originals, or copies certified
or otherwise identified to my satisfaction, of those documents, corporate or
other records, certificates and other papers that I deemed necessary to
examine for purposes of this opinion. I have also relied, without
investigation as to the accuracy thereof, on oral and written communications
from officers of the Company.
Based upon the foregoing and subject to the qualifications set forth in
this letter, I am 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.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and further consent to the use of my name wherever
appearing in the Registration Statement.
Very truly yours,
/s/Robert T. Schendel
ROBERT T. SCHENDEL
General Counsel
Jack Henry & Associates, Inc.
Exhibit 23.1
Consent of Deloitte & Touche LLP
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Jack Henry & Associates, Inc. on Form S-8 of our report dated August 16,
2002, appearing in the Annual Report on Form 10-K of Jack Henry &
Associates, Inc. for the year ended June 30, 2002.
/s/ Deloitte & Touche LLP
St. Louis, MO
December 5, 2002