Registration Number 33-____________
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 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)
Peerless Group, Inc. 1997 Stock Option Plan
Peerless Systems, Inc. Amended and Restated Stock Option Plan
Peerless Group, Inc. Non-Qualified Stock Option Agreement with John C. Andrews
Peerless Group, Inc. Non-Qualified Stock Option Agreement with Allen D. Fleener
Peerless Group, Inc. Non-Qualified Stock Option Agreement with David O Connor
Peerless Group, Inc. Non-Qualified Stock Option Agreement with Jane C. Walsh
(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. Terry W. Thompson
Shughart, Thomson & Kilroy, P.C. Chief Financial Officer
Twelve Wyandotte Plaza Jack Henry & Associates, Inc.
120 West 12th Street, Suite 1600 663 West Highway 60, P.O. Box 807
Kansas City, Missouri 64105 Monett, Missouri 65708
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount maximum Maximum
Title of to be offering aggregate Amount of
securities registered(1) price offering registration
to be registered per share price(2) fee
(2)
Common Stock,
$.01 par value 56,250 $45.00 $2,531,250 $703.69
shares
/TABLE
__________________
(1) Being registered hereby are 56,250 shares of common stock, par
value $.01 per share ( Common Stock ), of Jack Henry &
Associates, Inc. (the Registrant ), issuable pursuant to the
Peerless Group, Inc. 1997 Stock Option Plan, Peerless Systems
Inc. Amended and Restated Stock Option Plan, the Stock Option
Agreement between John C. Andrews and Peerless, the Stock
Option Agreement between Allen D. Fleener and Peerless, the
Stock Option Agreement between David O Connor and Peerless,
and the Stock Option Agreement between Jane C. Walsh and
Peerless. At the effective time of the transaction
contemplated by the Agreement and Plan of Merger, among the
Registrant, Peerless Acquisition Corp. and Peerless, dated as
of August 18, 1998 (the Merger ), all options to purchase
share of the common stock, par value $.01 per share, of
Peerless, whether vested or unvested, issued under the Plans
prior to the effective date of the Merger, have been converted
into options to purchase shares of the Registrant s Common
Stock.
(2) Estimated solely for the purpose of determining the amount of
the registration fee in accordance with Rule 457(h) and (c).
The proposed maximum offering price per share was determined
based upon the average of the high and low prices per share of
the Registrant s Common Stock on December 16, 1998, as
reported on the NASDAQ National Market System.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing information specified in Part I will be sent or
given to employees as specified by Rule 428(b)(1) of the Securities Act of 1933,
as amended (the Securities Act ). In accordance with the instructions to Part
I of Form S-8, such documents will not be filed with the Securities and Exchange
Commission (the Commission ) either as part of this Registration Statement (the
Registration Statement ) or as prospectuses or prospectus supplements pursuant
to Rule 424 of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
This Registration Statement incorporates documents by reference which are
not presented herein or delivered herewith. Jack Henry & Associates, Inc. (the
Registrant ) will provide without charge to each person to whom this
Registration Statement is delivered a copy of any or all of such documents which
are incorporated herein by reference (other than exhibits to such documents
unless such exhibits are specifically incorporated by reference into the
documents that this Registration Statement incorporates). Oral or written
requests for Registrant s documents should be directed to Jack Henry &
Associates, Inc. 663 Highway 60, P.O. Box 807, Monett, Missouri 65708,
Attention: Terry W. Thompson, Chief Financial Officer, telephone number (417)
235-6652.
The following documents filed by the Registrant with the Commission are
incorporated by reference in this Registration Statement:
a. The Registrant's latest Annual Report on Form 10-K.
b. All other reports filed by the Registrant pursuant to sections 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the Exchange Act )
since the end of the fiscal year covered by the annual report
referred to in (a) above.
c. The description of the Registrant's Common Stock which is contained
in the Registrant's Registration Statements filed under Section 12
of the Exchange Act, including any amendments or reports filed for
the purpose of updating such descriptions.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to the Registration Statement which indicates that all of the shares
of common stock offered have been sold or which deregisters all of such shares
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein (or in any other subsequently filed document that also is
incorporated by reference herein) modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, to constitute a part of
this Registration Statement. This Registration Statement is qualified in its
entirety by the information and financial statements (including notes thereto)
appearing in the documents incorporated by reference, except to the extent set
forth in the immediately preceding statement.
Item 4. Description of Securities.
Not applicable. The Registrant s Common Stock has been registered
pursuant to Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Indemnification. Section 145 of 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.
Insurance. The Registrant 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 7. Exemption from Registration Claimed.
Not applicable. No restricted securities have been or will be reoffered
or resold pursuant to this Registration Statement.
Item 8. Exhibits.
The exhibits to the Registration Statement are listed in the Exhibit Index
elsewhere herein.
Item 9. Undertakings.
(1) The undersigned Registrant hereby undertakes:
(a) 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;
(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;
(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 paragraph (a)(1)(i) and
(a)(1)(ii) shall not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in
this Registration Statement.
(b) 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.
(c) To remove registration by means of a post-effective amendment
any of the securities being registered which remain unsold at
the termination of the offering.
(2) 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or
Rule 14c-3 under the Exchange Act; and, where interim financial
information required to be presented by Article 3 of Regulation S-X
is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information.
(4) 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 provisions
described in Item 6, or otherwise, the Registrant has been advised
that in the opinion of the Commission such indemnification is
against public policy as expressed in the Exchange 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 proceedings) 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
Exchange Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 17, 1998.
JACK HENRY & ASSOCIATES, INC.,
Registrant
By /s/ Michael E. Henry
Michael E. Henry, Chairman of the Board
Pursuant to the requirements of the Securities Act, 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 Michael R. Wallace, 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, 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.
SIGNATURE AND NAME CAPACITY DATE
/s/ Michael E. Henry Chairman of the Board, Chief December 17, 1998
Michael E. Henry Executive Officer and Director
/s/ Michael R. Wallace President, Chief Operating Officer December 17, 1998
Michael R. Wallace and Director
/s/ Terry W. Thompson Vice President, Treasurer and Chief December 17, 1998
Terry W. Thompson Financial Officer (Principal Accounting
Officer)
SIGNATURE AND NAME CAPACITY DATE
/s/ John W. Henry Vice Chairman, Senior Vice December 17, 1998
John W. Henry President and Director
/s/ Jerry D. Hall Executive Vice President December 17, 1998
Jerry D. Hall and Director
/s/ James J. Ellis Director December 17, 1998
James J. Ellis
/s/ Burton O. George Director December 17, 1998
Burton O. George
/s/ George R. Curry Director December 17, 1998
George R. Curry
EXHIBIT INDEX
Exhibit
Number Exhibit
5.1 Opinion of Shughart Thomson &
Kilroy, P.C. regarding the legality
of the securities being registered
23.1 Consent of Shughart Thomson &
Kilroy, P.C. (included in Exhibit
5.1)
23.2 Consent of Baird, Kurtz & Dobson
23.3 Consent of Deloitte & Touche LLP
EXHIBIT 5.1
[OPINION OF SHUGHART THOMSON & KILROY, P.C.]
Jack Henry & Associates, Inc.
663 Hwy. 60
P.O. Box 807
Monett, Missouri 65708
Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
(the Registration Statement ) to which this letter is attached as Exhibit 5.1
filed by Jack Henry & Associates, Inc., a Delaware corporation ( the Company ),
in order to register under the Securities Act of 1933, as amended (the Act ),
56,250 shares of Common Stock, $0.01 par value per share (the Shares ), of the
Company issuable pursuant to the Amended and Restated Stock Option Plan, and the
Stock Option Agreements between Peerless Group, Inc. and John C. Andrews, Allen
D. Fleener, David O Connor and Jane C. Walsh (the Plans ).
We are of the opinion that the Shares have been duly authorized and upon
issuance and sale in conformity with and pursuant to the Plans, the Shares will
be validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an Exhibit to the Registration
Statement and to the use of our name in the Prospectus constituting a part
thereof.
Respectfully submitted,
SHUGHART THOMSON & KILROY, P.C.
Dated: December 17, 1998
EXHIBIT 23.1
CONSENT OF BAIRD, KURTZ & DOBSON
We consent to incorporation by reference in this Registration Statement of
Jack Henry & Associates, Inc. and Subsidiaries (the Company ) on Form S-8, for
the Peerless Group, Inc. 1997 Stock Option Plan, Peerless Systems, Inc. Amended
and Restated Stock Option Plan and the Peerless Group, Inc. Non-Qualified Stock
Option Agreements with John C. Andrews, Allen D. Fleener, David A. O Connor and
Jane C. Walsh, of our report dated August 22, 1996, appearing in the annual
report on Form 10-K of the Company for the year ended June 30, 1998.
BAIRD, KURTZ & DOBSON
Joplin, Missouri
December 17, 1998
EXHIBIT 23.2
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, for the Peerless Group, Inc. 1997
Stock Option Plan, Peerless Systems, Inc. Amended and Restated Stock Option Plan
and the Peerless Group, Inc. Non-Qualified Stock Option Agreements with John C.
Andrews, Allen D. Fleener, David A. O Connor and Jane C. Walsh, of our report
dated August 18, 1998, appearing in the Annual Report on Form 10-K of Jack Henry
& Associates, Inc. for the years ended June 30, 1998 and 1997.
DELOITTE & TOUCHE LLP
St. Louis, Missouri
Dated December 17, 1998
