JACK HENRY & ASSOCIATES, INC.
663 Highway 60, P. O. Box 807
Monett, Missouri 65708
NOTICE OF 1997 ANNUAL MEETING OF STOCKHOLDERS
TO THE STOCKHOLDERS OF JACK HENRY & ASSOCIATES, INC.:
PLEASE TAKE NOTICE that the 1997 Annual Meeting of the Stockholders of Jack
Henry & Associates, Inc., a Delaware corporation, will be held at the Monett
City Park Casino, Monett, Missouri, on Thursday, October 30, 1997, 11:00 a.m.,
local time, for the following purposes:
(1) To elect seven (7) directors to serve until the 1998 Annual Meeting
of Stockholders;
(2) To amend the Certificate of Incorporation to increase authorized
shares;
(3) To transact such other business as may properly come before the
Annual Meeting and any adjournments thereof.
The close of business on September 23, 1997, has been fixed as the record date
for the Annual Meeting. Only stockholders of record as of that date will be
entitled to notice of and to vote at said meeting and any adjournment or
postponement thereof.
The accompanying form of Proxy is solicited by the Board of Directors of the
Company. Reference is made to the attached Proxy Statement for further informa-
tion with respect to the business to be transacted at the Meeting.
ALL STOCKHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU
EXPECT TO ATTEND, PLEASE DATE AND SIGN THE ENCLOSED PROXY. IF YOU DECIDE TO
ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON.
By Order of the Board of Directors
Janet E. Gray
Secretary
Monett, Missouri
September 20, 1997
JACK HENRY & ASSOCIATES, INC.
663 Highway 60
P.O. Box 807<PAGE>
Monett, Missouri 65708
PROXY STATEMENT
FOR THE 1997 ANNUAL MEETING OF STOCKHOLDERS
To Be Held Thursday, October 30, 1997
This Proxy Statement and the enclosed proxy card (the Proxy) are furnished to
the stockholders of Jack Henry & Associates, Inc., a Delaware corporation (the
Company), in connection with the solicitation of Proxies by the Company s Board
of Directors for use at the Company s 1997 Annual Meeting of Stockholders, and
any adjournment or postponement thereof (the Annual Meeting), to be held at the
Monett City Park Casino, Monett, Missouri, at 11:00 a.m., local time, on
Thursday, October 30, 1997. The mailing of this Proxy Statement, the Proxy, the
Notice of Annual Meeting and the accompanying 1997 Annual Report to Stockholders
is expected to commence on or about September 26, 1997.
The Board of Directors does not intend to bring any matters before the Annual
Meeting except those indicated in the Notice and does not know of any matter
which anyone else proposes to present for action at the Annual Meeting. If any
other matters properly come before the Annual Meeting, however, the persons
named in the accompanying form of Proxy, or their duly constituted substitutes,
acting at the Meeting, will be deemed authorized to vote or otherwise to act
thereon in accordance with their judgment on such matters.
If the enclosed Proxy is properly executed and returned prior to voting at the
Annual Meeting of the Stockholders, the shares represented thereby will be voted
in accordance with the instructions marked thereon. All of the proposals,
including the election of directors, will require the affirmative vote of a
majority of the shares of common stock voting in person or by Proxy at the
Annual Meeting.
Any stockholder executing a Proxy retains the power to revoke it at any time
prior to the voting of the Proxy. It may be revoked by a stockholder personally
appearing at the Annual Meeting and casting a contrary vote, by filing an
instrument of revocation with the Secretary of the Company, or by the
presentation at the Annual Meeting of a duly executed later dated Proxy.
VOTING
At the 1997 Annual Meeting, Stockholders will consider and vote upon:
(1) The election of seven (7) directors;
(2) Amendment of the Certificate of Incorporation to increase authorized
shares; and
(3) Such other matters as may properly come before the Annual Meeting.
Only stockholders of record at the close of business on September 23, 1997, the
record date for the 1997 Annual Meeting, are entitled to notice of and to vote
at such meeting. Stockholders are entitled to one vote for each share of Common
Stock on each matter to be considered at the Annual Meeting.
The Company s authorized capital stock currently consists of 30,000,000 shares
of common stock, par value $.01 per share (the Common Stock), and 500,000 shares
of preferred stock, par value $1.00 per share (the Preferred Stock). As of
August 12, 1997, there were 18,753,044 shares of Common Stock outstanding and no
shares of Preferred Stock outstanding. At such date, the Company s executive
officers and directors were entitled to vote, or to direct the voting of
7,445,277 shares of Common Stock, representing 38.34% of the shares entitled to
vote at the 1997 Annual Meeting. Unless otherwise specified, all share numbers
and other share data have been adjusted to reflect 3 for 2 stock splits in March
1992, March 1993 and again in March 1997 and the 4 for 3 stock split in March
1994, each effected as stock dividends.
All shares represented by Proxy and all Proxies solicited hereunder will be
voted in accordance with the specifications made by the stockholders executing
such Proxies. If a stockholder does not specify how a Proxy is to be voted, the
shares represented thereby will be voted: (1) FOR the election as directors of
the seven (7) persons nominated by management; (2) FOR amendment of the
Certificate of Incorporation to increase authorized shares; and (3) FOR and in
accordance with the discretion of the persons to whom the Proxy is granted upon
other matters that may properly come before the Annual Meeting.
STOCK OWNERSHIP OF CERTAIN STOCKHOLDERS
The following table sets forth information as of August 19, 1997, concerning the
equity ownership of those individuals who are known to be the beneficial owners,
as defined in Rule 13d-3 of the Securities Exchange Act of 1934, of 5% or more
of the Company s Common Stock, and by all of the Company s directors and
executive officers as a group:
<TABLE>
<S><C>
Number of Percentage
Shares of Shares
Name and Address of Beneficially Outstanding
Title of Class Beneficial Owner Owned (1)
(1)
$.01 par value John W. Henry, 4,795,714 25.23%
Common Stock Michael E. Henry, (2)
Vicki Jo Henry
and JKHY Partners
663 Highway 60
Monett, MO
Jerry D. Hall 1,719,859 9.17%
663 Highway 60 (3)
Monett, MO
Eddina F. Henry 1,425,000 7.60%
411 Lincoln Road South (4)
Monett, MO
All directors and exec-
utive officers as a 7,445,277 38.34%
group (9 persons) (5)
</TABLE>
(1) The persons named in the table have sole voting and investment power with
respect to all shares of Common Stock shown as beneficially owned by them,
except as noted below. With respect to shares held in the Company s 401(k)
Employee Stock Ownership Plan (the 401(k) ESOP), a participant has the right to
direct the voting and disposition of shares allocated to his account.
(2) Reflects information in filings with the SEC by members of the Henry
family reporting for JKHY Partners (the Partnership), a family partnership of
which the listed individuals are partners. John W. Henry separately may be
deemed to beneficially own 1,288,089 shares, including 1,165,549 shares held
individually, 41,232 shares allocated to his 401(k) ESOP account, and 81,308
shares held by JKHY Partners. Michael E. Henry separately may be deemed to
beneficially own 3,507,625 shares, including 37,209 shares held individually,
15,466 shares allocated to his 401(k) ESOP account, 255,000 shares currently
acquirable by exercise of outstanding stock options, 1,725,000 shares held by
the Partnership, 1,325,000 shares held in a living trust and 100,000 shares held
by the Henry Family Limited Partnership, both established by his mother, Eddina
F. Henry. Michael E. Henry may be deemed to share beneficial ownership in the
shares held by the JKHY Partners, by the Eddina F. Henry Trust and by the Henry
Family Limited Partnership because he has been granted proxies to vote such
shares. Vicki Jo Henry does not beneficially own any shares of common stock in
her individual capacity and her business address is 6851 South Holly Circle,
Suite 270, Englewood, Colorado, 80112. The business address of John W. Henry,
Michael E. Henry and the Partnership is reflected in the table.
(3) Includes 47,478 shares held in the Company s 401(k) ESOP for Mr. Halls
account.
(4) Reflects information in filings with the SEC by Eddina F. Henry to report
shares held in a revocable trust for her benefit and shares held by the Henry
Family Limited Partnership. As described above in Footnote (2), beneficial
ownership of these shares is shared with Michael E. Henry.
(5) Includes 665,247 shares which are or will be acquirable within 60 days
under outstanding stock options, and 140,462 shares held in the Company s 401(k)
ESOP for the accounts of all officers and directors as a group.
PROPOSAL 1
ELECTION OF DIRECTORS
Procedure
At the meeting, the stockholders will elect seven (7) directors to hold office
for one-year terms ending at the Company s 1998 Annual Meeting of Stockholders
or until their successors are elected and qualified. The Company s Board of
Directors has nominated the Company s seven (7) current directors for reelection
at the Annual Meeting.
The stockholders are entitled to one vote per share on each matter submitted to
vote at any meeting of the Stockholders. Unless contrary instructions are given,
the persons named in the enclosed Proxy or their substitutes will vote FOR the
election of the nominees named below.
The Board of Directors believes that all of the nominees are willing to serve as
directors. However, if any nominee at the time of election is unable to serve
or is otherwise unavailable for election, and as a result other nominees are
designated by the Board of Directors, the persons named in the enclosed Proxy or
their substitutes intend to vote for the election of such designated nominees.
Nominees For Election
The directors and nominees for election as directors of the Company, as well as
certain information about them, are as follows:
<TABLE>
<S><C>
Number of Percentage of
Position Shares Bene- Shares Out-
Name with Company Director ficially standing (1)
Since Owned (1)
Michael E. Chairman, 1986 3,507,625 18.45%
Henry Chief Execu- (2)
tive Officer
and Director
Michael R. Wallace President, 1991 316,135 1.66%
Chief Oper- (3)
ating Offi-
cer
and Director
John W. Henry Vice Chair- 1977 1,288,089 6.87%
man, Senior (2)
Vice Presi-
dent and
Director
Jerry D. Hall Executive 1977 1,719,859 9.17%
Vice (4)
President
and Director
James J. Ellis Director 1985 126,820 *
(5)
Burton O. George Director 1987 78,799 *
(5)
George R. Curry Director 1989 157,426 *
(6)
_____________________
* Less than 1%
</TABLE>
(1) Information is set forth as of August 19, 1997. The persons named in the
table have sole voting and investment power with respect to all shares of Common
Stock shown as beneficially owned by them, except as noted below. With respect
to shares held in the Company s 401(k) Employee Stock Ownership Plan (the 401(k)
ESOP), a participant has the right to direct the voting and disposition of
shares allocated to his account.
(2) See Stock Ownership of Certain Stockholders - Footnote (2), above. The
number of shares beneficially owned by John W. Henry and Michael E. Henry are
separately listed in the table.
(3) Includes 247,500 shares currently acquirable by exercise of an outstanding
option and 21,288 shares held in the Company s 401(k) ESOP for Mr. Wallace s
account.
(4) Includes 47,478 shares held in the Company s 401(k) ESOP for Mr. Hall s
account.
(5) Includes 29,999 shares that are currently acquirable and 5,000 that are
acquirable beginning October 27, 1997, by exercise of outstanding options.
(6) Includes 128,427 shares held as trustee for self, shares held as trustee
for family members, shares held in trust with spouse as co-trustee for her
benefit, and 23,999 shares that are currently acquirable and 5,000 shares that
are acquirable beginning October 27, 1997, by exercise of outstanding options.
The following information relating to the Company s directors and nominees for
director, all of whom are United States citizens, is with respect to their
principal occupations and positions during the past five years:
Michael E. Henry, age 36, Chairman of the Board, Chief Executive Officer and
Director. Mr. Henry, the son of John W. Henry and a director of the Company
since 1986, has served as the Company s Chairman of the Board and Chief
Executive Officer since October, 1994. He previously served as Vice Chairman and
Senior Vice President since 1993. Previous to that he served as Manager of
Research and Development since 1983. He joined the Company in 1979.
Michael R. Wallace, age 35, President, Chief Operating Officer and Director. Mr.
Wallace, a director of the Company since 1991, has served as President since
1993 and as the Chief Operating Officer since October, 1994. He previously
served as Manager of Installation Services since 1986. He joined the Company in
1981.
John W. Henry, age 62, Vice Chairman, Senior Vice President and Director. Mr.
Henry, a founder and principal stockholder of the Company, has served as Vice
Chairman since October, 1994. He previously served as Chairman of the Board from
1977 through 1994. He also has been a director since the Company s inception in
1977. He previously served as Chief Executive Officer from 1977 through 1988 and
as President until 1989.
Jerry D. Hall, age 54, Executive Vice President and Director. Mr. Hall, a
principal stockholder of the Company, has served as Executive Vice President
since October, 1994. He previously served as Chief Executive Officer from 1990
through 1994. He also has been a director since the Company s inception in 1977.
He previously served as President from 1989 through 1993 and as Vice President-
Operations from 1977 through 1988.
James J. Ellis, age 63, Director. Mr. Ellis, a director of the Company since
1985, has been Managing Partner of Ellis/Rosier Financial Services since 1992.
Mr. Ellis served as general manager of MONY Financial Services, Dallas, Texas,
from 1979 until his retirement in 1992. Mr. Ellis also serves as a director of
Merit Medical Systems, Inc.
Burton O. George, age 70, Director. Mr. George, a director of the Company since
1987, is retired. He previously had been in the banking business since 1958, and
most recently served as Chairman of the Board and Chief Executive Officer of
First National Bank of Berryville, Berryville, Arkansas from 1985 through 1989.
George R. Curry, age 72, Director. Mr. Curry, a director of the Company since
1989, is Chairman of Central Bank, Lebanon, Missouri, with which he has been
affiliated since 1949, as well as President of Central Shares, Inc., a bank
holding company.
THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Company s Board of Directors held four (4) meetings during the last fiscal
year. The Company maintains an Audit Committee and a Compensation Committee of
which Messrs. Curry, George and Ellis are members. The Company does not maintain
a standing Nominating Committee. The functions of the Audit Committee are to
provide direct communication between the Board of Directors and the Company s
auditors and to recommend the selection of the Company s auditors to the Board
of Directors. The functions of the Compensation Committee are to recommend
salaries for executives and key employees to the Board of Directors for approval
and to review and make recommendations to the Board of Directors on compensation
plans for the other employees. The Compensation Committee also administers the
Company s 1987 Stock Option Plan. The Audit Committee met once and the
Compensation Committee met twice during the last fiscal year and each director
attended at least 75% of the total of all meetings of the Board of Directors and
all committees on which they served.
Directors Compensation
The Company's Directors who are employed by the Company do not receive any
separate compensation for service on the Board of Directors. Each non-employee
Director receives $1,200 for each meeting attended and is reimbursed for
out-of-pocket expenses incurred in attending such meetings. Under the 1995
Non-Qualified Stock Option Plan, each non-employee Director is also compensated
by the annual grant of non-statutory stock options to purchase 7,500 shares
(split-adjusted) of common stock of the Company; subject to an overall grant
limitation under the plan of 75,000 shares (split-adjusted) to each individual
Director.
EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
The executive officers and significant employees of the Company, as well as
certain biographical information about them, are as follows:
Officer/
Significant
Name Position with Company Employee Since
Michael E. Henry Chairman of the Board and 1983
Chief Executive Officer
Michael R. Wallace President and 1991
Chief Operating Officer
John W. Henry Vice Chairman and Senior 1977
Vice President
Jerry D. Hall Executive Vice President 1977
Terry W. Thompson Vice President, 1990
Chief Financial Officer
and Treasurer
Marguerite P. Butterworth Vice President 1993
The following information relating to the Company s executive officers and
significant employees, all of whom are United States citizens, not already
described herein, is with respect to their principal occupations and positions
during the past five years:
Terry W. Thompson, Age 47, Vice President, Chief Financial Officer and
Treasurer. Mr. Thompson has served as
Vice President, Chief Financial Officer and Treasurer of the Company since 1990.
Marguerite P. Butterworth, Age 49, Vice President. Ms. Butterworth has served as
Vice President since February of 1993.
Ms. Butterworth joined the Company in 1983 and has been Hardware Manager since
1984.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company is required to identify any director or officer who failed to timely
file with the Securities and Exchange Commission a report required under Section
16(a) of the Securities Exchange Act of 1934 relating to ownership and changes
in ownership of the Company s common stock. The required reports consist of
initial statements on Form 3, statements of changes on Form 4 and annual
statements on Form 5. During the fiscal year ended June 30, 1997, there were no
delinquent filings, except for a single filing with respect to a disposition of
6,500 shares by John W. Henry which was filed seven days late on June 17, 1997
due to a clerical error.
EXECUTIVE COMPENSATION
The following table sets forth certain information with regard to the
compensation paid by the Company to the Chief Executive Officer and to the
Company's other three most highly compensated executive officers for the year
ended June 30, 1997.
<TABLE>
<S><C>
SUMMARY COMPENSATION TABLE
Name and Year Salary Bonus Ot Long-Term All Other
Principal $ $ her Compensa- Compensa-
Position An- tion tion
nu- Shares
al underly-
Co ing Op-
m- tions (2)
pe
n-
sa-
tio
n
($)
(1)
Michael E. 1997 $190,417 $ 0 - 0 -
Henry 1996 $175,000 $ 700 - 100,000 -
Chairman 1995 $133,333 $37,500 - 40,000 -
and Chief
Executive
Officer
Michael R. 1997 $190,417 $ 0 - 0 -
Wallace 1996 $175,000 $ 700 - 100,000 -
President 1995 $150,000 $ - - 40,000 -
and Chief
Operating
Officer
John W. 1997 $125,217 $ 0 - - -
Henry 1996 $152,400 $ 0 - - -
Vice Chair- 1995 $152,400 $ 0 - - -
man and Se-
nior Vice
President
Jerry D. 1997 $152,400 $ 0 - - -
Hall 1996 $152,400 $ 0 - - -
Executive 1995 $160,733 $ 0 - - $2,991(3)
Vice Presi-
dent
</TABLE>
(1) For each listed officer, less than amount required to be reported.
(2) Adjusted for subsequent splits.
(3) Premium on key man split-dollar insurance.
The following tables set forth information with respect to stock options granted
to and exercised by the executive officers named in the Summary Compensation
Table during the fiscal year ended June 30, 1997, together with the number of
options outstanding as of such date. Data, as appropriate, have been adjusted
for stock splits.<PAGE>
Option Grants in Last Fiscal Year
<TABLE>
<S><C>
Number of Percent Potential
Shares of To- Realizable
under- tal Op- Value at
lying tions Assumed
Name Options Granted Annual
Granted to Em- Exer- Rates of
(#) ployees cise or Stock
in Fis- base Expira- price Ap-
cal Price tion preciation
Year ($/Sh) Date for Option
Term (1)
5% ($) 10% ($)
NONE
</TABLE>
_____________________________
(1) The amounts in these columns are required to be disclosed by the SEC at
rates set by regulation and are not intended to forecast possible future
appreciation of Company stock or amounts that may ultimately be realized upon
exercise. The Company chose not to use an alternative formula for grant date
valuation.
Aggregated Option Exercises in Last Fiscal Year and June 30, 1997, Option Values
<TABLE>
<S><C>
Number of Shares Value of
Underlying Unexer- Unexercised In-
Shares cised the-Money
Acquired Options at 6/30/97 Options at
on 6/30/97
Value
Name Exercise Realized ($) Exercis- Unexerci Exercisable Un
able sable ex
er
ci
sa
bl
e
Jerry D. Hall 270,000 $4,090,500 -- -- -- --
John W. Henry 270,000 $4,090,500 -- -- -- --
Michael E. Henry -- -- 255,000 -- $3,738,750 --
Michael R. Wallace 15,000 $333,746 247,500 -- $3,583,125 --
</TABLE>
COMPENSATION COMMITTEE REPORT
The Company's executive officer compensation program is administered and
reviewed by the Compensation Committee. The Compensation Committee consists of
three independent, non-employee Directors of the Company. There was no insider
participation on the Compensation Committee.
The objectives of the Company's executive officer compensation program are to:
Encourage continuation of JHA's entrepreneurial spirit;
Attract and retain highly qualified and motivated executives; and
Encourage esprit de corps and reward outstanding performance.
In meeting the foregoing objectives, the Compensation Committee strives for the
interests of management and shareholders to be the same - the maximumization of
shareholder values. The components of the executive compensation program which
are employed by the Committee to meet these goals include base salary,
discretionary bonuses, and stock options.
Salaries and bonuses are established at levels to compensate for the position
held and contributions made by each executive. Recommendations regarding
bonuses and increases in salary are based upon subjective evaluations of each
individual's performance and contribution.
Longer term incentives are provided by the award of stock options because the
ultimate value of options granted will be determined by long-term growth in the
Company stock price. Awards of options are believed to help focus executives
attention on managing the Company from the perspective of an owner with an
equity stake in the business. This component of executive compensation is
provided through the Company's 1987 Stock Option Plan (the "Plan"), under which
the executive officers, and all other employees of the Company and its
subsidiaries, are eligible to receive options. The
Committee has discretion to designate optionees and to determine the terms of
the options granted. However, option prices shall be fixed and not less than
100% of fair market value of the stock at the date of grant, and options may not
be exercisable more than ten years after the date of grant. In light of the
substantial option grants in fiscal year 1996, no stock options were granted
this year to members of the senior management team.
In employing the foregoing three elements of compensation, the Compensation
Committee considers the experience, prior compensation levels, personal
performance, number and value of previously granted options, and other
subjective factors relating to each individual and seeks to optimize the balance
between base salary, short-term and long-term incentives. Compensation is
generally weighted in favor of base salary.
The salary of Chief Executive Officer, Michael E. Henry, was increased this year
by approximately 9% due to his exemplary performance.
The Compensation Committee notes that there is a $1,000,000 cap on the income
tax deduction which may be taken with respect to any individual officer's
compensation. While current cash compensation paid to the Company's executive
officers is substantially less than the cap, the ultimate value of stock options
is not now known, and thus the cap may be important in some future year. The
cap has been considered by the Committee and we intend to take the steps
necessary to conform the Company's compensation structure to comply with the cap
if the issue arises in a future period.
George R. Curry
Burton O. George
James J. Ellis
Members of the Compensation Committee
COMPANY PERFORMANCE
The following graph presents a comparison for the five-year period ended June
30, 1997 of the market performance of the Company's common stock with the S&P
500 Index and an index of peer companies selected by the Company:
The following information depicts a line graph with the following values:
<TABLE>
<S><C>
Description 1993 1994 1995 1996 1997
Jack Henry &
Associates,
Inc. $175.17 $144.87 $270.52 $ 635.52 $ 686.00
Peer Group
Only $157.35 $153.18 $221.36 $ 296.92 $ 326.23
S & P Only $113.63 $115.23 $145.27 $ 183.04 $ 246.32
</TABLE>
*The above comparison assumes $100 was invested on July 1, 1992 and assumes
reinvestment of dividends. Total returns are calculated according to market
capitalization of peer group members at the beginning of each period. Peer
companies selected are in the business of providing specialized computer
software, hardware and related services to financial institutions and other
businesses. Companies in the peer group are Banctec, Bisys Group, Broadway &
Seymour, Cerner Corp., Crawford & Co., Electronic Arts, First Data, Fiserv,
Keane, National Data, PC Quote, Primark, Rainbow Technology, SEI Investments,
Sterling Software and Verifone.
PROPOSAL 2
AMEND THE CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES
Description of the Proposed Amendment and Vote Required.
On August 26, 1997, the Board of Directors unanimously adopted a resolution
approving a proposal to amend Article 5.1 of the Company s Certificate of
Incorporation to increase the number of shares of Common Stock the Company is
authorized to issue from 30,000,000 shares to 50,000,000 shares. The amendment
will not affect the authorized number of shares of Preferred Stock, which
remains 500,000 shares. The Board of Directors determined that the amendment is
advisable and directed that it be considered at the Annual Meeting of the
Stockholders to be held October 30, 1997. The affirmative vote of a majority of
the outstanding shares of Common Stock of the Company is required to approve the
proposed amendment.
The full text of the proposed amendment to the Certificate of Incorporation is
as follows:
5.1. The total number of shares which the Corporation shall have
authority to issue is 50,500,000 shares, which shall consist of
two classes. One class, designated common stock , shall consist
of 50,000,000 shares, each of which shall have a par value of $.01
per share. The other class, designated preferred stock , shall
consist of 500,000 shares, each of which shall have a par value of
$1.00 per share.
Purpose and Effect of Increasing the Number of Authorized Shares of Common Stock
The purpose of the proposed amendment is to make additional shares of Common
Stock available for issuance. The additional authorized shares will be
available for future corporate purposes including, but not limited to, stock
splits and dividends, acquisitions, compensation plans, dividend reinvestment
plans and public offerings. There is no current plan to issue any of the shares
proposed for authorization. Unless otherwise required by contract, NASDAQ rule,
any regulatory authority or by-law, the Company has no plans to solicit further
authorization from the stockholders prior to the future issuance of these
shares.
The proposed amendment increases the number of shares of Common Stock which the
Company is authorized to issue from 30,000,000 to 50,000,000. The additional
20,000,000 shares will be a part of the existing class of Common Stock and, if
and when issued, will have the same rights and privileges as the shares of
Common Stock presently issued and outstanding. The holders of Common Stock of
the Company are not entitled to preemptive rights or cumulative voting.
If the proposed amendment is adopted, there would be approximately 31,700,000
authorized shares that are not outstanding, reserved for issuance or held in the
treasury of the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOUR VOTE FOR THE APPROVAL OF
THE AMENDMENT. PROXIES RECEIVED BY THE BOARD OF DIRECTORS WILL BE VOTED
FOR THE PROPOSED AMENDMENT UNLESS STOCKHOLDERS SPECIFY IN THEIR PROXIES
A CONTRARY CHOICE.
INDEPENDENT AUDITORS
On January 31, 1997, the audit committee of the Board of Directors recommended
that the Company consider engaging a larger accounting firm as independent
public accountants for the fiscal year ended June 30, 1997. A letter formally
dismissing the Company s prior independent public accountants (Baird, Kurtz &
Dobson) was sent March 10, 1997. On May 5, 1997, the Company engaged Deloitte &
Touche, LLP to serve as its independent public accountants.
Baird, Kurtz & Dobson s report on the financial statements of the Company for
the fiscal years ending June 30, 1995 and June 30, 1996 contained no adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope, or accounting principles. During the two fiscal years
ended June 30, 1996 and the subsequent interim period preceding its dismissal,
there were no disagreements with Baird, Kurtz & Dobson on any matter of
accounting principles or practices, financial statement disclosures or auditing
scope or procedure, which disagreements if not resolved to the satisfaction of
Baird, Kurtz & Dobson would have caused that firm to make reference in
connection with its report to the event or subject matter of the disagreement.
Baird, Kurtz and Dobson, certified public accountants, served as independent
auditors for the Company for the year ended June 30, 1996. The Company has not
selected its auditors for the current year, because the Company does not select
its auditors until after the final Audit Committee meeting on the prior years
examination is held. Representatives of Baird, Kurtz and Dobson are expected to
be present at the Annual Meeting with the opportunity to make a statement if
they desire to do so and to be available to respond to appropriate questions.
STOCKHOLDER PROPOSALS
Stockholders who intend to present proposals at the Company s 1998 Annual
Meeting of Stockholders must submit their proposals to the Company s Secretary
on or before June 2, 1998.
COST OF SOLICITATION AND PROXIES
Proxy solicitation is being made by mail, although it may also be made by
telephone, telegraph or in person by officers, directors and employees of the
Company not specifically engaged or compensated for that purpose. The Company
will bear the entire cost of the Annual Meeting, including the cost of
preparing, assembling, printing and mailing the Proxy Statement, the Proxy and
any additional materials furnished to stockholders. Copies of the solicitation
materials will be furnished to brokerage houses, fiduciaries and custodians for
forwarding to the beneficial owners of shares held of record by them and, upon
their request, such persons will be reimbursed for their reasonable expenses
incurred in completing the mailing to such beneficial owners.
FINANCIAL STATEMENTS
Financial statements of the Company are contained in the 1997 Form 10-K which
accompanies this Proxy Statement. Incorporated herein by reference are the
financial statements contained in such Form 10-K.
OTHER MATTERS
The Board of Directors knows of no matters that are expected to be presented for
consideration at the 1997 Annual Meeting which are not described herein.
However, if other matters properly come before the meeting, it is intended that
the persons named in the accompanying Proxy will vote thereon in accordance with
their best judgment.
By Order of the Board of Directors
/s/ Michael E. Henry
Michael E. Henry
Chairman of the Board
Monett, Missouri
September 23, 1997
A copy of the Company s Annual Report on Form 10-K is attached hereto. Exhibits
to Form 10-K, listed on pages and thereof, have been omitted. The Company will
furnish a copy of any exhibit subject to charge upon written request directed to
Terry W. Thompson, Chief Financial Officer, Jack Henry & Associates, Inc., 663
Highway 60, Post Office Box 807, Monett, Missouri, 65708.
PROXY
JACK HENRY & ASSOCIATES, INC. THIS PROXY IS SOLICITED
663 HIGHWAY 60 ON BEHALF OF THE BOARD
P.O. BOX 807 OF DIRECTORS
MONETT, MISSOURI 65708 The undersigned hereby
appoints Michael E.
Henry and Michael R.
Wallace as Proxies, each
with the power to
appoint his or her
substitute, and hereby
authorizes them to
represent and to vote,
as designated below, all
the shares of common
stock of Jack Henry &
Associates, Inc. held of
record by the
undersigned on September
23, 1997, at the annual
meeting of shareholders
to be held on October
30, 1997 or any
adjournment thereof.
1. ELECTION OF DIRECTORS
FOR ALL NOMINEES LISTED BELOW WITHHOLD AUTHORITY
(Except as marked to the to vote for all nominees listed
contrary below)
(INSTRUCTION: To withhold authority to vote for any individual nominee strike a
line through the nominee's name in the list below)
J. Henry, J. Hall, M. Henry, J. Ellis, B. George, G. Curry, M. Wallace
2. PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED
SHARES - from 30 million to 50 million common shares.
FOR AGAINST ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this
proxy will be voted FOR Proposals 1 and 2.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
DATED 1997
Signature
Signature if held jointly
PLEASE MARK SIGN DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE<PAGE>
