As filed with the Securities and Exchange Commission on June 18, 2003.
Registration No. 333-63912
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
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. 401(k) Retirement Savings 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, Kevin D. Williams
General Counsel Chief Financial Officer
Jack Henry & Associates, Inc. Jack Henry & Associates, Inc.
10910 W. 87th Street 663 West Highway 60, P.O. Box 807
Lenexa, Kansas 66214 Monett, Missouri 65708
Explanatory Note
The purpose of this Post-Effective Amendment No. 1 to Registration
Statement No. 333-63912 is to reflect the amendment and restructuring of
the Jack Henry & Associates, Inc. 401(k) Employee Stock Ownership Plan
and Trust, which has been split into two separate plans, the Jack Henry
& Associates, Inc. Employee Stock Ownership Plan and the Jack Henry &
Associates, Inc. 401(k) Retirement Savings Plan. As all future plan shares
will be issued only through the Jack Henry & Associates 401(k) Retirement
Savings Plan, the Registrant is filing this Post-Effective Amendment No. 1
to record the change in name and to allocate those shares which remain
unsold from the original registration statement to the Jack Henry &
Associates, Inc. 401(k) Retirement Savings Plan.
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 Certain Documents by Reference.
------------------------------------------------
The contents of the original Registration Statement (Registration No.
333-63912) are hereby incorporated by reference, with the exception that
all references to the Jack Henry & Associates, Inc. 401(k) Employee Stock
Ownership Plan and Trust are now references to the Jack Henry & Associates,
Inc. 401(k) Retirement Savings Plan.
Item 8. Exhibits.
---------
The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.
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
June 18, 2003.
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.
/s/ Michael E. Henry Chairman of the Board, Chief June 18, 2003
--------------------- Executive Officer and Director
Michael E. Henry
/s/ Kevin D. Williams Chief Financial Officer (Principal June 18, 2003
--------------------- Accounting Officer)
Kevin D. Williams
/s/ John W. Henry* Vice Chairman, Senior Vice President June 18, 2003
--------------------- and Director
John W. Henry
/s/ Jerry D. Hall* Executive Vice President and Director June 18, 2003
---------------------
Jerry D. Hall
/s/ James J. Ellis* Director June 18, 2003
---------------------
James J. Ellis
/s/ Burton O. George* Director June 18, 2003
---------------------
Burton O. George
/s/ George R. Curry* Director June 18, 2003
---------------------
George R. Curry
Director
---------------------
Joseph Maliekel
* by Michael E. Henry as attorney-in-fact pursuant to the power of attorney
previously filed with the Registration Statement on Form S-8 to which this
is Post-Effective Amendment No.1.
EXHIBIT INDEX
Exhibit
Number Exhibit
------- -------
4.1.1 Certificate of Incorporation of the Company (incorporated
by reference from Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1, filed November 17,
1985).
4.1.2 Certificate of Amendment of Certificate of Incorporation
(incorporated by reference from Exhibit 4 to the
Registrant's Quarterly Report on Form 10-Q for the
Quarter ended December 31, 1987).
4.1.3 Certificate of Amendment of Certificate of Incorporation
(incorporated by reference from Exhibit 3.1 to the
Registrant's Annual Report on Form 10-K for the Year
Ended June 30, 1993).
4.1.4 Certificate of Amendment of Certificate of Incorporation
(incorporated by reference from Exhibit 3.5 to the
Registrant's Annual Report on Form 10-K for the year
ended June 30, 1997).
4.1.5 Certificate of Amendment of Certificate of Incorporation
(incorporated by reference from Exhibit 3.6 to the
Registrant's Annual Report on Form 10-K for the year
ended June 30, 1998).
4.2 Amended and Restated Bylaws of the Registrant
(incorporated by reference from Exhibit A to the
Registrant's Quarterly Report on Form 10-Q for the
Quarter ended March 31, 1996).
5.1 Opinion of Shughart Thomson & Kilroy P.C., regarding the
legality of securities to be issued.*
5.2 Internal Revenue Service Determination Letter that the
Plan is qualified under Section 401 of the Internal
Revenue Code.**
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Shughart Thomson & Kilroy, P.C. (contained in
their opinion filed as exhibit 5.1).*
24.1 Powers of attorney *
* Previously filed as an exhibit to the Registration Statement on Form S-8
to which this is Post-Effective Amendment No. 1.
** In lieu of filing, the Registrant will submit or has submitted the Plan
and any amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner and has made or will make all changes required by the IRS
in order to qualify the Plan.
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to Registration Statement No. 333-63912 of Jack Henry
& Associates, Inc. on Form S-8 of our reports dated August 16, 2002 and
June 17, 2002, appearing in the Annual Report on Form 10-K of Jack Henry
& Associates, Inc. for the year ended June 30, 2002 and in the Annual
Report on Form 11-K of Jack Henry & Associates, Inc. 401(k) Employee Stock
Ownership Plan and Trust for the year ended December 31, 2001, respectively.
/s/ DELOITTE & TOUCHE LLP
St. Louis, Missouri
June 18, 2003