As filed with the Securities and Exchange Commission on December 2, 2005.
Registration No. 333-______
UNITED STATES
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) Identification No.)
P.O. Box 807
663 West Highway 60
Monett, Missouri 65708-0807
(417) 235-6652
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
JACK HENRY & ASSOCIATES, INC. RESTRICTED STOCK PLAN
(Full title of plan)
Kevin D. Williams, Chief Financial Officer
Jack Henry & Associates, Inc.
663 West Highway 60
Monett, Missouri 65708-0807
(417) 235-6652
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Copies of all correspondence to:
Robert T. Schendel, Esq., General Counsel
10910 W. 87th Street
Lenexa, Kansas 66214
(913) 341-3434
CALCULATION OF REGISTRATION FEE
-------------------------------
Title of each Proposed Proposed
class of maximum maximum Amount of
securities to Amount to be offering price aggregate registration
be registered registered 1/ per unit 2/ offering price fee
----------------------------------------------------------------------------
Common Stock, 3,000,000 18.99 $56,970,000 $6,096.00
$0.01 par value
per share
----------------------------------------------------------------------------
1/ If, prior to the completion of the distribution of the Common Stock
covered by this Registration Statement, additional shares of common stock
are issued or issuable as a result of a stock split or stock dividend, this
Registration Statement shall be deemed to cover such additional shares
resulting from the stock split or stock dividend pursuant to Rule 416.
2/ Calculated in accordance with the provisions of Rule 457(c) using the
average of the high and low prices for the Common Stock on the Nasdaq
National Market on November 28, 2005.
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
-----------------
Not required to be filed.
Item 2. Registrant Information and Employee Plan Information.
-----------------------------------------------------
Not required to be filed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The following documents, which previously have been filed by Jack
Henry & Associates, Inc. (the "Corporation") with the Securities and
Exchange Commission ("Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act") (Commission File No. 0-14112), are
incorporated herein by reference and made a part hereof:
(a) Annual Report on Form 10-K, for the year ended
June 30, 2005, filed September 13, 2005;
(b) The Corporation's Current Report on Form 8-K dated
October 20, 2005;
(c) The Corporation's Quarterly Report on Form 10-Q, for the
quarter ended September 30, 2005, filed November 9, 2005;
(d) The Corporation's Current Report on Form 8-K dated
November 15, 2005; and
(e) The description of the Common Stock of the Corporation
contained in the Corporation's Registration Statement of Form
S-1 (Registration No. 33-41396), effective July 14, 2000 and
any amendment or report filed for the purpose of updating
such description.
All reports and other documents filed by the Corporation pursuant
to Sections 13(a), 13(c), 14 and 15(d) of Exchange Act, subsequent to the
date of this Registration Statement and prior to the filing of a post-
effective amendment hereto which indicates that all securities offered
hereunder have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents.
For purposes of this Registration Statement, any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded to the extent that a
statement contained herein or in any other subsequently filed comment which
also is or is deemed to be incorporated herein by reference modifies or
supersedes such statement in such document. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
--------------------------
The class of securities to be offered is registered under Section
12 of the Exchange Act. Therefore, a description of the Common Stock
required by Item 202 of Regulation S-K is not required.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
None.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
Section 145(a) of the Delaware General Corporation Law ("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 bests 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 Corporation's Restated Certificate of
Incorporation provides for indemnification of directors and officers of the
Corporation against liability they may incur in their capacities as such to
the fullest extent permitted by the DGCL.
The Corporation has entered into indemnification agreements with its
directors and officers. Pursuant to such agreements, the Corporation 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 Corporation.
The DGCL also provides that Delaware corporations may purchase
insurance on behalf of any such director, officer, employee or agent. The
Corporation has purchased and maintains insurance on behalf of the
Corporation's directors and officers.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not applicable.
Item 8. Exhibits.
---------
Exhibit No. Description
----------- -----------
4.1 Restated Certificate of Incorporation of Jack Henry
& Associates, Inc., as amended (Incorporated by
reference to Exhibit 3.1.7 of the Annual Report
on Form 10-K for the fiscal year ending June 30,
2003).
4.2 Amended and Restated Bylaws of Jack Henry &
Associates, Inc. (Incorporated by reference to
Exhibit A of the Corporation's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1996).
4.3 The description of the Common Stock of the
Corporation (Incorporated by reference to the
Corporation's contained in the Corporation's
Registration Statement of Form S-1 (Registration
No. 33-41396), effective July 14, 2000 and any
amendment or report filed for the purpose of
updating such description).
5.1 Legal Opinion of Robert T. Schendel, Esq.*
23.1 Consent of Deloitte & Touche LLP.*
23.2 Consent of Robert T. Schendel, Esq. (included
in Exhibit 5.1 hereto).
24.1 Power of Attorney (included on signature page).
___________
* Filed Herewith
Item 9. Undertakings.
-------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) (S 230.424(b) of this chapter) if, in the aggregate,
the changes in volume and price represent no more than 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement;
Provided however, that:
(A) Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply
if the registration statement is on Form S-8 (S 239.16b of this chapter),
and the information required to be included in a post-effective amendment by
those paragraphs is contained in reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities and Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are
incorporated by reference in the registration statement; and
(B) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do
not apply if the registration statement is on Form S-3 (S 239.13 of this
chapter) or Form F-3 (S 239.33 of this chapter) and the information required
to be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement, or is contained in a form of prospectus filed pursuant to Rule
424(b) (S 230.424(b) of this chapter) that is part of the registration
statement; and
(C) Paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is for an offering for asset-backed securities on
Form S-1 (S 239.11 of this chapter) or Form S-3 (S 239.13 of this chapter),
and the information required to be included in a post-effective amendment is
provided pursuant to Item 1100(c) of Regulation AB (S 229.1100(c)).
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(5) That, for the purpose of determining liability under the
Securities Act of 1933 to any purchaser:
(i) If the registrant is relying on Rule 430B (S
230.430B of this chapter):
(A) Each prospectus filed by the registrant pursuant to
Rule 424(b)(3) (S 230.424(b)(3) of this chapter) shall be deemed to be part
of the registration statement as of the date the filed prospectus was deemed
part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5), or (b)(7) (S 230.424(b)(2), (b)(5), or (b)(7) of
this chapter) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) (S
230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose of
providing the information required by section 10(a) of the Securities Act of
1933 shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus is first
used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in Rule
430B, for liability purposes of the issuer and any person that is at that
date an underwriter, such date shall be deemed to be a new effective date of
the registration statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration
statement will, as to a purchase with a time of contract of sale prior to
such effective date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective
date; or
(ii) If the registrant is subject to Rule 430C (S
230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as
part of a registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A (S 230.430A of this chapter), shall be deemed
to be part of and included in the registration statement as of the date it
is first used after effectiveness. Provided, however, that no statement
made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that
is part of the registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify any statement
that was made in the registration statement or prospectus that was part of
the registration statement or made in any such document immediately prior to
such date of first use.
(6) That, for the purpose of determining liability of the
registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities:
The undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities
to the purchaser, if the securities are offered or sold to such purchaser by
means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will e considered to offer or sell
such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be filed
pursuant to Rule 424 (S 230.424 of this chapter);
(ii) Any free writing prospectus relating to the
offering prepared by or on behalf of the undersigned registrant or used or
referred to by the undersigned registrant;
(iii) The portion of any other free writing
prospectus relating to the offering containing material information about
the undersigned registrant or its securities provided by or on behalf of the
undersigned registrant; and
(iv) Any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing
of the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act that is incorporated by reference in this Registration
Statement 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant 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 Registrant 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 Securities Act and will be
governed by the final adjudication of such issue.
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 the requirements for filing on Form S-8 and has 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 2nd day of
December, 2005.
JACK HENRY & ASSOCIATES, INC.
By /s/ John F. Prim
--------------------
John F. Prim
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints John F. Prim, Kevin D Williams, and Robert T. Schendel, Esq., and
each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) and supplements to this
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
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 Title Date
--------- ----- ----
/s/ Michael E. Henry Chairman of the Board December 2, 2005
-------------------- and Director
Michael E. Henry
/s/ John F. Prim Chief Executive Officer December 2, 2005
---------------- (Principal Executive Officer)
John F. Prim
/s/ Kevin D. Williams Chief Financial Officer December 2, 2005
--------------------- (Principal Accounting Officer)
Kevin D. Williams
/s/ John W. Henry Vice Chairman, Senior Vice December 2, 2005
----------------- President and Director
John W. Henry
/s/ Jerry D. Hall Executive Vice President December 2, 2005
----------------- and Director
Jerry D. Hall
/s/ Joseph J. Maliekel Director December 2, 2005
----------------------
Joseph J. Maliekel
/s/ James J. Ellis Director December 2, 2005
------------------
James J. Ellis
/s/ Wesley A. Brown Director December 2, 2005
-------------------
Wesley A. Brown
/s/ Craig R. Curry Director December 2, 2005
------------------
Craig R. Curry
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
4.1 Restated Certificate of Incorporation of Jack Henry &
Associates, Inc., as amended (Incorporated by reference
to Exhibit 3.1.7 ofthe Annual Report on Form 10-K for
the fiscal year ending June 30, 2003).*
4.2 Amended and Restated Bylaws of Jack Henry & Associates,
Inc. (Incorporated by reference to Exhibit A of the
Corporation's Quarterly Report on Form 10-Q for the
quarter ended March 31,1996).*
4.3 The description of the Common Stock of the Corporation
(Incorporated by reference to the Corporation's contained
in the Corporation's Registration Statement of Form S-1
(Registration No. 33-41396), effective July 14, 2000 and
any amendment or report filed for the purpose of updating
such description).*
5.1 Legal Opinion of Robert T. Schendel, Esq.**
23.1 Consent of Deloitte & Touche LLP. **
23.2 Consent of Robert T. Schendel, Esq. (included in
Exhibit 5.1 hereto). **
24.1 Power of Attorney (included on signature page). **
__________________
* Previously filed.
** Filed herewith.
Exhibit 5.1
December 2, 2005
Jack Henry & Associates, Inc.
663 West Highway 60
Monett, Missouri 65708-0807
Ladies and Gentlemen:
I have acted as General Counsel to Jack Henry & Associates, Inc., a Delaware
corporation (the "Corporation"), 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"), 3,000,000 shares of the Corporation's common stock, par value $0.01
per share (the "Common Stock") issuable pursuant to the Jack Henry &
Associates, Inc. Restricted Stock Plan (the "Plan"). Such shares of Common
Stock issuable pursuant to the Plan are herein referred to as "the Shares."
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 the accuracy thereof, on oral and written communications
from officers of the Corporation.
Based upon the foregoing and subject to the qualifications set forth in this
letter, I am of the opinion that the Shares have been validly authorized and
will be, when issued and delivered pursuant to the Plan, 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, Esq.
Robert T. Schendel, Esq.
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of our reports dated September 12, 2005, relating to the
consolidated financial statements of Jack Henry & Associates, Inc., and
management's report on the effectiveness of internal control over financial
reporting, appearing in the Annual Report on Form 10-K of Jack Henry &
Associates, Inc. for the year ended June 30, 2005.
/s/ DELOITTE & TOUCHE LLP
St. Louis, Missouri
December 1, 2005