JKHY Form 8-K October 1, 2009

 

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 1, 2009

JACK HENRY & ASSOCIATES, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation)

0-14112
(Commission
File Number)

43-1128385
(I.R.S. Employer
Identification No.)

663 Highway 60, P.O. Box 807
Monett, Missouri 65708
(Address of principal executive office) (Zip Code)

(417) 235-6652
(Registrant's telephone number, including area code)

Not Applicable
(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 2.01 ACQUISITION OR DISPOSITION OF ASSETS.

     On October 1, 2009, pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of August 16, 2009 (the "Merger Agreement"), among Jack Henry & Associates, Inc. ("Jack Henry"), Goldleaf Financial Solutions, Inc. ("Goldleaf") and Peachtree Acquisition Corporation, a wholly owned subsidiary of Jack Henry ("Merger Sub"), Merger Sub merged with and into Goldleaf, with Goldleaf continuing as the surviving corporation and as a wholly owned subsidiary of Jack Henry (the "Merger").

     As a result of the Merger, each outstanding share of Goldleaf common stock was converted into the right to receive $0.98. As a result of the Merger, Jack Henry paid approximately $19.1 million dollars to Goldleaf stockholders and Jack Henry discharged approximately $44.3 million of Goldleaf's debt.

     The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated by reference herein.  A copy of the press release announcing the completion of the merger is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

     The Merger Agreement contains representations and warranties made by and to the parties thereto as of specific dates. The statements embodied in those representations and warranties were made for purposes of that contract between the parties and are subject to qualifications and limitations agreed upon by the parties, which are not necessarily reflected in the Merger Agreement, in connection with negotiating the terms of that contract. In addition, certain representations and warranties were made as of a specified date, may be subject to a contractual standard of materiality different from those generally applicable to investors, or may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a)      Financial statements of businesses acquired.

     It is impractical to provide the required financial information at the time of filing this report. The required financial information will be filed by amendment to this Form 8-K not later than December 17, 2009.

(b)      Pro Forma Financial Information.

     It is impractical to provide the required pro forma financial information at the time of filing this report. The required pro forma financial information will be filed by amendment to this Form 8-K not later than December 17, 2009.

(d)     Exhibits

Exhibit No.

Description

 

 

 2.1

Agreement and Plan of Merger, dated August 16, 2009, among Jack Henry & Associates, Inc., Peachtree Acquisition Corporation and Goldleaf Financial Solutions, Inc. (incorporated by reference from Exhibit 2.1 to the current report on Form 8-K filed by Jack Henry & Associates, Inc. on August 17, 2009).

 

 

99.1

Press Release dated October 1, 2009 issued by Jack Henry & Associates, Inc.

 


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.

     
     
 

By:

/s/ Kevin D. Williams

   

Kevin D. Williams

   

Chief Financial Officer

Date:  October 2, 2009

 


 

Exhibit No.

Description

 

 

 2.1

Agreement and Plan of Merger, dated August 16, 2009, among Jack Henry & Associates, Inc., Peachtree Acquisition Corporation and Goldleaf Financial Solutions, Inc. (incorporated by reference from Exhibit 2.1 to the current report on Form 8-K filed by Jack Henry & Associates, Inc. on August 17, 2009).

 

 

99.1

Press Release dated October 1, 2009 issued by Jack Henry & Associates, Inc.

 

JKHY Press Release October 1, 2009 Exh 99.1

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 of Investor Relations

     

(417) 235-6652

FOR IMMEDIATE RELEASE

JACK HENRY & ASSOCIATES AND GOLDLEAF FINANCIAL SOLUTIONS, INC.
COMPLETE ACQUISITION TRANSACTION

- Goldleaf Receives Required Shareholder Approval; Integration of Companies Begins -

Monett, Mo. - October 1, 2009 - Jack Henry & Associates, Inc. (Nasdaq: JKHY), a leading provider of integrated technology solutions and data processing services for financial institutions, today announced that it has closed the transaction initiated to acquire Goldleaf Financial Solutions, Inc. (Nasdaq: GFSI), a provider of integrated technology-based solutions primarily for the financial services industry. As a result of the acquisition, Goldleaf Financial Solutions became a wholly owned subsidiary of Jack Henry & Associates and each outstanding share of GFSI common stock automatically converted into the right to receive $0.98 in cash.

Goldleaf will be assimilated into ProfitStars®, Jack Henry & Associates' third primary brand which was established to encompass the companies acquired to support its focused diversification strategy and to broaden its reach well beyond the company's traditional markets.

According to David Foss, president of ProfitStars, "This acquisition clearly supports our strategy to acquire companies that provide proven solutions that we can cross sell to our Jack Henry Banking™ and Symitar™ clients, that generate new cross-sale opportunities among our respective client bases, and that expand the specialized products and services ProfitStars sells to virtually any financial services organization regardless of core processing platform or asset size. This acquisition positions ProfitStars with a broader array of products and services, gives our clients and prospects more technology options, and immediately increases our market presence and potential."

Kevin Williams, CFO of Jack Henry & Associates, said, "We also expect this acquisition to increase the value we provide our shareholders. We anticipate significant near-term cost synergies and long-term organic revenue growth, and a more diversified revenue stream. This acquisition is expected to be slightly accretive in the first full year and improve as we recognize the full impact of estimated cost synergies."

This transaction received unanimous approval by the Goldleaf Board of Directors and majority approval by the company's shareholders.

About Jack Henry & Associates, Inc.

Jack Henry & Associates, Inc. (Nasdaq: JKHY) is a leading provider of computer systems and ATM/debit card/ACH transaction processing services primarily for financial services organizations. Its technology solutions serve more than 9,800 customers nationwide, and are marketed and supported through three primary brands. Jack Henry Banking supports banks ranging from de novo to mid-tier institutions with information processing solutions. Symitar is the leading provider of information processing solutions for credit unions of all sizes. ProfitStars provides highly specialized products and services that enable financial institutions of every asset size and charter, and diverse corporate entities to mitigate and control risks, optimize revenue and growth opportunities, and contain costs. Additional information is available 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' SEC filings that may cause actual results to differ materially from any forward-looking information.