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): June 29, 2005
JACK HENRY & ASSOCIATES, INC.
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(Exact name of Registrant as specified in its Charter)
Delaware 0-14112 43-1128385
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
663 Highway 60, P.O. Box 807, Monett, MO 65708
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(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 1.01 Entry into a Material Definitive Agreement
On June 29, 2005, the Board of Directors of Jack Henry & Associates, Inc.
approved the immediate vesting of all unvested stock options previously
granted under the Jack Henry & Associates, Inc. 1996 Stock Option Plan
(the "Plan") with an exercise price in excess of the closing price of the
Company's common stock reported on the Nasdaq National Market on that date
($18.48). In order to clarify the Board's power to accelerate vesting of
options under the Plan, the Board of Directors adopted an amendment to
Section 5(h) of the Plan. A copy of the amendment to the Plan is filed
as Exhibit 10.1 to this report and is incorporated herein by reference.
The recently adopted Statement of Financial Accounting Standards No. 123R,
"Share-Based Payment" will require the Company to expense stock options as
they vest beginning in the Company's first quarter of fiscal year 2006 (the
quarter ending September 30, 2005). The Board of Directors believes that
the acceleration of these "out-of-the-money" options will reduce the
Company's compensation expense in future periods. Based upon preliminary
estimates, management believes that pre-tax compensation charges of
approximately $750,000 will be avoided over the original vesting periods.
The acceleration of vesting of these options at this time did not result
in a charge to earnings under generally accepted accounting principles.
As a result of this action, the vesting of 201,925 options was accelerated
by an average of 15 months. No other changes to these options were made.
The weighted average exercise price of these accelerated options is $21.15,
and exercise prices of the affected options ranged from $18.64 to $25.00.
The accelerated options constitute only 2.1% of the company's outstanding
options.
No options held by any directors or executive officers of the Company were
accelerated or affected in any manner by this action.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
10.1 Amendment to the Jack Henry & Associates Inc. 1996 Stock Option Plan
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
JACK HENRY & ASSOCIATES, INC.
(Registrant)
Date: July 5, 2005 By: /s/ Kevin D. Williams
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Kevin D. Williams
Chief Financial Officer
EXHIBIT 10.1
AMENDMENT TO THE
JACK HENRY & ASSOCIATES, INC.
1996 STOCK OPTION PLAN
On this 29th day of June, 2005, the Board of Directors of Jack Henry &
Associates, Inc. adopted the following resolution to amend the 1996 Stock
Option Plan:
RESOLVED, that Section 5(h) of the Jack Henry & Associates, Inc. 1996 Stock
Option Plan be amended as follows (amended portion underlined):
5 (h) Change in Option Terms. Notwithstanding the terms of this
Plan or of individual option agreements granted hereunder, the Board
or Committee may, in its discretion, upon the death, disability or
termination of employment of the option holder, or in such other
circumstances as the Board or Committee may deem appropriate in its
sole discretion, extend the term of the option or accelerate vesting
thereof.
The effective date of this amendment is June 29, 2005.
In all other respects, the Jack Henry & Associates, Inc. 1996 Stock Option
Plan remains unchanged.
/s/ Janet E. Gray
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Janet E. Gray, Secretary