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)
Jack Henry & Associates, Inc. 1996 Stock Option 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, 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 1800 663 West Highway 60, P.O. Box 807
Kansas City, Missouri 64105 Monett, Missouri 65708
CALCULATION OF REGISTRATION FEE
<TABLE>
<S><C>
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE(1) REGISTRATION FEE
Common Stock,
$.01 par value 1,500,000 shares $37.875 $56,812,500 $17,215.91
</TABLE>
(1) Estimated pursuant to Rule 457(c) solely for the purpose of
calculating the registration fee on the basis of the average of
the high and low price of the Registrant's common stock on the
National Association of Securities Dealers, Inc. Automated
Quotation System ("NASDAQ") on November 26, 1996.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents are incorporated by reference in the 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 "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
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 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 the registration statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable. All securities to be sold pursuant to the Jack Henry &
Associates 1996 Stock Option Plan (the "Plan") have been registered pursuant to
Section 12 of the Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware authorizes
indemnification of directors, officers and employees of Delaware corporations.
Article Eleventh of the registrant's Certificate of Incorporation (i) authorizes
the indemnification of directors and officers (the "Indemnitees") under
specified circumstances to the fullest extent authorized by the General
Corporation Law of Delaware, (ii) provides for the advancement of expenses to
the Indemnitees for defending any proceedings related to the specified
circumstances, and (iii) authorizes the registrant to maintain certain policies
of insurance to protect itself and any of its directors, officers or employees.
The registrant currently maintains policies of insurance under which the
directors and officers of registrant are insured within the limits and subject
to the limitations of the policies, against certain expenses in connection with
the defense of actions, suits or proceedings, and certain liabilities which
might be imposed as a result of such actions, suits or proceedings, to which
they are parties by reason of being or having been such directors or officers.
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 of 1933;
(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 Securities
Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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
Securities Exchange Act of 1934; 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 of 1933 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the 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 Act and will be
governed by the final adjudication of such issue.
(5) If applicable or necessary, to submit the Plan and any amendments
thereto to the Internal Revenue Service (the "IRS") in a timely manner
and to make all changes required by the IRS in order to qualify the
Plan.
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
(6)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 November 27, 1996.
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 of 1933, 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 of 1933, 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 November 27, 1996
Michael E. Henry Executive Officer and Director
/s/ Michael R. Wallace President, Chief Operating Officer November 27, 1996
Michael R. Wallace and Director
(7)SIGNATURE AND NAME CAPACITY DATE
/s/ Terry W. Thompson Vice President, Treasurer and Chief November 27, 1996
Terry W. Thompson Financial Officer (Principal Accounting
Officer)
/s/ John W. Henry Vice Chairman, Senior Vice November 27, 1996
John W. Henry President and Director
/s/ Jerry D. Hall Executive Vice President November 27, 1996
Jerry D. Hall and Director
/s/ James J. Ellis Director November 27, 1996
James J. Ellis
/s/ Burton O. George Director November 27, 1996
Burton O. George
/s/ George R. Curry Director November 27, 1996
George R. Curry
EXHIBIT INDEX
Exhibit
Number Exhibit Page
5 Opinion of Shughart Thomson & Kilroy 8
23.1 Consent of Shughart Thomson & Kilroy 8
(contained in Exhibit 5)
23.2 Consent of Baird, Kurtz & Dobson 9
EXHIBIT 5
(OPINION OF SHUGHART THOMSON & KILROY)
November 26, 1996
Jack Henry & Associates, Inc.
663 West Highway 60
P.O. Box 807
Monett, Missouri 65708
RE: JACK HENRY & ASSOCIATES, INC. 1996 STOCK OPTION PLAN
Gentlemen:
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 (the "Registration Statement"), to be filed
by Jack Henry & Associates, Inc. (the "Company") with respect to 1,500,000
shares of the Company's Common Stock, $.01 par value (the "Common Stock"),
issuable upon the exercise of options granted or to be granted under the
Company's 1996 Option Plan.
On the basis of our review of the Company's Certificate of Incorporation
and Bylaws and such other documents and information as we deem necessary in
order to render this opinion, it is our opinion that the shares of Common Stock
included in the Registration Statement and issuable under the 1996 Option Plan,
when issued in accordance therewith, will be legally issued, fully paid and
nonassessable.
Very truly yours,
SHUGHART THOMSON & KILROY
By: /s/ Robert T. Schendel
Name: Robert T. Schendel
Exhibit 23.2
Consent of Independent Accountants
Board of Directors
Jack Henry & Associates, Inc.
We consent to incorporation by reference in the Registration Statement on Form
S-8 of JACK HENRY & ASSOCIATES, INC. 1996 STOCK OPTION PLAN (the "1996 Option
Plan"), of our report dated August 22, 1996 relating to the consolidated balance
sheets of JACK HENRY & ASSOCIATES, INC. AND SUBSIDIARIES as of June 30, 1996 and
1995, and the related consolidated statements of operations, changes in
stockholders' equity, and cash flows for each of the three years in the period
ended June 30, 1996, which report appears in the June 30, 1996 annual report on
Form 10-K of JACK HENRY & ASSOCIATES, INC.
Baird, Kurtz & Dobson
Joplin, Missouri
November 26, 1996
