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): August 24, 2012
JACK HENRY & ASSOCIATES, INC.
(Exact name of Registrant as specified in its Charter)
Delaware | 0-14112 | 43-1128385 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
663 Highway 60, P.O. Box 807, Monett, MO 65708
(Address of Principle Executive Offices)
(Zip Code)
417-235-6652
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 24, 2012, Michael E. Henry resigned from his offices as Chairman of the Board and member of the Board of Directors of Jack Henry & Associates, Inc. The Board of Directors immediately voted to reduce the size of the Board from nine members to eight. On said date the Board elected John F. Prim, Chief Executive Officer of the Company, to also serve as Chairman of the Board.
Additional information regarding these matters is detailed in the company's press release dated August 24, 2012, the text of which is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
99.1 Press release dated August 24, 2012.
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. | |||
(Registrant) | |||
Date: | August 27, 2012 | /s/ Kevin D. Williams | |
Kevin D. Williams | |||
Chief Financial Officer and Treasurer | |||
Exhibit 99.1 Jack Henry & Associates, Inc. | Analyst & IR Contact: | Kevin D. Williams |
663 Highway 60, P.O. Box 807 | Chief Financial Officer | |
Monett, MO 65708 | (417) 235-6652 | |
FOR IMMEDIATE RELEASE
Michael E. Henry Retires as Chairman of Jack Henry & Associates, Inc.
MONETT, MO, August 24, 2012 - Jack Henry & Associates, Inc. (NASDAQ:JKHY), a leading provider of technology solutions and payment processing services primarily for the financial services industry today announced the resignation of Michael E. Henry as Chairman of the Board of Directors. Henry, who started with the company in 1979, has served as Chairman since 1994.
The company also announced that John F. “Jack” Prim, CEO of Jack Henry & Associates, has been elected by the board to serve as its new Chairman. Prim, who has been on the board since 2007, will continue to oversee the company as CEO.
“It has been a great privilege for me to serve Jack Henry & Associates in a variety of positions at the Company and on the Board,“ said Henry. “During that time, we have grown the company from a small, well-run company to a national leader and highly respected brand in the banking, credit union and payments industries. The Company, our customers, partners and shareholders are well positioned to continue to drive Jack Henry & Associates forward.”
In conjunction with these changes, the Company's independent directors have appointed Matthew C. Flanigan to serve as “Lead Director.” In this role he will coordinate activities of the directors, advise on meeting agendas and chair meetings of the Board and the Stockholders in the absence of the Chairman. Mr. Flanigan has served as an independent director of Jack Henry & Associates since 2007 and is employed as Senior Vice President and Chief Financial Officer of Leggett & Platt, Incorporated.
About Jack Henry & Associates, Inc.
Jack Henry & Associates, Inc. (NASDAQ: JKHY) is a leading provider of technology solutions and payment processing services primarily for financial services organizations. Its technology solutions serve more than 11,900 customers nationwide, and are marketed and supported through four 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. iPay Technologies™ operates as a leading electronic bill pay provider supporting banks and credit unions with turnkey, highly configurable retail and small business electronic payment platforms. Additional information is available at www.jackhenry.com.