As filed with the Securities and Exchange Commission on December 14, 1998
Registration Number 333- ______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JACK HENRY & ASSOCIATES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 7373 43-1128385
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
663 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)
Michael E. Henry
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 R. Kibby, Esq.
Robert T. Schendel, Esq. Richard A. Rafferty, Esq.
Shughart Thomson & Kilroy P.C. Haynes and Boone, LLP
Twelve Wyandotte Plaza 3100 NationsBank Plaza
120 West 12th Street, Suite 1600 901 Main Street
Kansas City, Missouri 64105 Dallas, Texas 75202
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effectiveness of this Registration Statement and the
effective time (the Effective Time ) of the merger (the Merger ) of a wholly
owned subsidiary of the Registrant with and into Peerless Group, Inc.
( Peerless ) as described in the Agreement and Plan of Merger dated as of August
18, 1998.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
Securities Act ), check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
[ X ] Registration No. 333-66185.
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<S><C>
Proposed
Title of Each Maximum Proposed
Class of Amount to Offering Price Maximum AMOUNT OF
Securities to be be Per Unit (2) Aggregate REGISTRATION
Registered Registere Offering Price FEE
d(1) (2)
Common Stock,
par value $.01
per share 32,167 7.688 $1,531,627 $425.79
</TABLE>
(1) Represents the estimated maximum number of additional shares of
common stock, par value $0.01 per share, of the Registrant ( Jack
Henry Common Stock ) to be issued in connection with the Merger in
exchange for outstanding shares of common stock, par value $.01 per
share, of Peerless ( Peerless Common Stock ).
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(f)(1), promulgated under the Securities Act,
based on the market value of Peerless Common Stock as of December
11, 1998, using a per share price of $7.688 (the average of the high
and low sales price of Peerless Common Stock on such date) and
199,236 shares (the number of additional shares of Peerless Common
Stock to be exchanged for Jack Henry Common Stock).
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Registration Statement incorporates by reference the Registration
Statement on Form S-4 and Amendment No. 1 thereto (Registration No. 333-66185)
filed previously by the Registrant with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the Securities Act ). This
Registration Statement is filed solely to register an additional 32,167 shares
of Jack Henry Common Stock pursuant to rule 462(b) under the Securities Act.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Exhibits.
All Exhibits filed with Registration Statement No. 333-66185 are
incorporated by reference into, and shall be deemed a part of, this Registration
Statement, except the following, which are filed herewith.
Exhibit No. Exhibit
5.1 Opinion of Shughart Thomson & Kilroy, P.C., regarding the legality
of securities to be issued
23.1 Consent of Shughart Thomson & Kilroy, P.C. (included in Exhibit
5.1)
23.2 Consent of Haynes and Boone, LLP
23.3 Consent of Ernst & Young, LLP
23.4 Consent of Deloitte & Touche LLP
23.5 Consent of Baird Kurtz & Dobson
23.6 Consent of Dain Rauscher Wessels
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant 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 December 14, 1998.
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 December 14, 1998.
SIGNATURE AND NAME CAPACITY DATE
/s/ Michael E. Henry Chairman of the Board, Chief December 14, 1998
Michael E. Henry Executive Officer and Director
/s/ Michael R. Wallace President, Chief Operating Officer December 14, 1998
Michael R. Wallace and Director
/s/ Terry W. Thompson Vice President, Treasurer and Chief December 14, 1998
Terry W. Thompson Financial Officer (Principal Accounting
Officer)
/s/ John W. Henry Vice Chairman, Senior Vice December 14, 1998
John W. Henry President and Director
/s/ Jerry D. Hall Executive Vice President December 14, 1998
Jerry D. Hall and Director
/s/ James J. Ellis Director December 14, 1998
James J. Ellis
/s/ Burton O. George Director December 14, 1998
Burton O. George
/s/ George R. Curry Director December 14, 1998
George R. Curry
EXHIBIT INDEX<PAGE>
Exhibit
Number Exhibit
5.1 Opinion of Shughart Thomson & Kilroy, P.C., regarding the legality
of securities to be issued
23.1 Consent of Shughart Thomson & Kilroy, P.C. (included in Exhibit
5.1)
23.2 Consent of Haynes and Boone, LLP
23.3 Consent of Ernst & Young, LLP
23.4 Consent of Deloitte & Touche LLP
23.5 Consent of Baird Kurtz & Dobson
23.6 Consent of Dain Rauscher Wessels
EXHIBIT 5.1
OPINION OF SHUGHART THOMSON & KILROY, P.C.
We have acted as counsel for Jack Henry & Associates, Inc. (the Company )
in connection with its Registration Statement on Form S-4 filed on December 14,
1998 with the Securities and Exchange Commission under the Securities Act of
1933, as amended, related to 32,167 shares of the Company s Common Stock, $0.01
par value, to be sold by the Company. We are of the opinion that the shares
being so registered for sale have been duly authorized and, when sold and
delivered as contemplated in such Registration Statement, will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to such Registration Statement.
/s/ Shughart Thomson & Kilroy, P.C.
SHUGHART THOMSON & KILROY, P.C.
December 14, 1998
EXHIBIT 23.2
CONSENT OF HAYNES AND BOONE, LLP
We hereby consent to the incorporation by reference in this Registration
Statement, filed pursuant to Rule 462(b), of our opinion that was filed as an
Exhibit to the Registration Statement on Form S-4 (No. 333-66185) relating to
the Merger (the Merger ) of a wholly-owned subsidiary of Jack Henry &
Associates, Inc., with and into Peerless Group, Inc., and to the references to
our firm name in such Registration Statement in each place it appears therein in
connection with references to our opinion and the tax consequences of the
Merger. In giving such consent, we do not admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities Exchange
Commission thereunder, nor do we admit that we are experts with respect to any
part of such Registration Statement within the meaning of the term experts as
used in the Securities Act of 1933, as amended, or the rules and regulations of
the Securities and Exchange Commission thereunder.
/s/ Haynes and Boone, LLP
<PAGE>
HAYNES AND BOONE, LLP
December 11, 1998
EXHIBIT 23.3
CONSENT OF ERNST & YOUNG, LLP
We consent to the reference to our firm under the caption Experts and to
the use of our report dated January 20, 1998, with respect to the financial
statements of Peerless Group, Inc., included in the Proxy Statement of Peerless
Group, Inc. and the Registration Statement on Form S-4 and Amendment No. 1
thereto (Registration No. 333-66185) and the Prospectus of Jack Henry &
Associates, Inc., incorporated by reference in this Registration Statement of
Jack Henry & Associates, Inc. and Subsidiaries, Inc. on Form S-4, being filed
pursuant to Rule 462(b).
ERNST & YOUNG, LLP
Dallas, Texas
December 10, 1998
EXHIBIT 23.4
CONSENT OF DELOITTE & TOUCHE LLP
We consent to the incorporation by reference in this Registration
Statement of Jack Henry & Associates, Inc. and Subsidiaries (the Company ) on
Form S-4, being filed pursuant to Rule 462(b), of our report dated August 18,
1998, appearing in the annual report on Form 10-K of the Company for the year
ended June 30, 1998 and to the reference to us under the heading Experts in
the Registration Statement (Form S-4 No. 333-66185) and related Proxy
Statement/Prospectus, incorporated by reference in this Registration Statement.
DELOITTE & TOUCHE LLP
St. Louis, Missouri
December 14, 1998
EXHIBIT 23.5
CONSENT OF BAIRD KURTZ & DOBSON
We consent to the incorporation by reference in this Registration
Statement of Jack Henry & Associates, Inc. and Subsidiaries (the Company ) on
Form S-4, being filed pursuant to Rule 462(b), of our report dated August 22,
1996, appearing in the annual report on Form 10-K of the Company for the year
ended June 30, 1998 and to the reference to us under the heading Experts in
the Registration Statement (Form S-4 No. 333-66185) and related Proxy
Statement/Prospectus, incorporated by reference in this Registration Statement.
BAIRD KURTZ & DOBSON
Joplin, Missouri
December 14, 1998<PAGE>
EXHIBIT 23.6
CONSENT OF DAIN RAUSCHER WESSELS
We hereby consent to the incorporation by reference in this Registration
Statement, filed pursuant to Rule 462(b), of our opinion dated August 18, 1998,
included in the Registration Statement on Form S-4 (No. 333-66185) and related
Proxy Statement/Prospectus as Annex C, relating to the merger of a wholly-owned
subsidiary of Jack Henry & Associates, Inc., with and into Peerless Group, Inc.,
and to the references to our firm name in such Proxy Statement/Prospectus in
each place it appears therein. In giving such consent, we do not admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities Exchange Commission thereunder, nor do we admit that we are experts
with respect to any part of such Registration Statement within the meaning of
the term experts as used in the Securities Act of 1933, as amended, or the
rules and regulations of the Securities and Exchange Commission thereunder.
DAIN RAUSCHER WESSELS
a division of Dain Rauscher Incorporated
December 14, 1998<PAGE>
