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): October 31, 2006
Commission File Number 0-14112
JACK HENRY & ASSOCIATES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 43-1128385
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(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification Number)
663 Highway 60, P.O. Box 807, Monett, MO 65708
(417) 235-6652
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(Address of principal executive offices and telephone number)
N/A
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(Former name or former address, 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 1.01. Entry into a Material Definitive Agreement
On October 31, 2006, the stockholders of Jack Henry & Associates, Inc. (the
"Company"), acting at their annual meeting, approved the Company's 2006
Employee Stock Purchase Plan (the "Plan"). The summary of the Plan set
forth in this Item 1.01 is qualified in its entirety by reference to the
Plan, a copy of which is filed as exhibit 10.29 to this Current Report on
Form 8-K and incorporated herein by reference. All definitions not otherwise
defined in the following summary of the Plan are set forth in the Plan.
The purpose of the Plan is to provide employees of the Company with an
opportunity to purchase shares of the Company's Common Stock, thereby
linking the interests of employees and stockholders. One million shares of
the Common Stock are authorized for purchase under the Plan. If the number
of issued shares of the Common Stock increases or decreases due to a stock
split, reverse stock split, stock dividend, combination, reclassification or
any other increase or decrease in the number of shares of the Common Stock
without receipt of consideration by the Company, the number of shares
available for purchase under the Plan, and the price for any shares subject
to outstanding options, shall be proportionately adjusted.
The Plan is administered by the Board of Directors or a committee appointed
by the Board which consists of members of the Board. The Board or the
committee has full and exclusive discretionary authority to interpret the
provisions of the Plan, determine eligibility and adjudicate disputed claims
under the Plan.
Employees of the Company, including employees of the Company's wholly-owned
subsidiaries and other subsidiaries as designated by the Board (other than
stockholders who, immediately after the grant of any option under the Plan,
would own or have the right to acquire 5% or more of the Company's common
stock) are eligible to participate under the Plan if (i) their customary
employment with the Company is at least twenty hours per week and more than
five months in any calendar year, and (ii) they have been employed by the
Company for at least one year. Employees' eligibility is determined on the
enrollment date for each offering period.
Offering periods begin on the first trading day which is on or after the
16th day of each calendar month, and end on the last trading day which is on
or before the 15th day of the following calendar month. A trading day is a
day on which national stock exchanges and the Nasdaq system are open for
trading. The Board of Directors can change the duration of offering periods
for future offerings at least 15 days prior to the scheduled beginning of
the first offering period to be affected.
Payroll deductions for participants begin on the first payday following the
enrollment day. Participants select payroll deduction rates in whole dollar
amounts or whole percentage of compensation, not less than $10 per pay
period, and not greater than 10% of total W-2 compensation during the pay
period. The payroll deduction rate elected by a participant is irrevocable
during the offering period, and remains in effect until changed or
terminated by the participant. Participants may increase, decrease or
discontinue their payroll deductions for subsequent offering periods by
filing a change or withdrawal form with the Company at least 10 business
days prior to an enrollment date.
When a participant enrolls in the Plan, the participant receives an option
to purchase shares of the Common Stock on the last trading day of the
offering period at 95% of the fair market value of the shares on that day.
The number of shares a participant will be able to purchase will generally
be equal to the payroll deductions during the offering period divided by the
purchase price per share and will include fractional shares (to the fourth
decimal place). The Plan limits each participant's share purchases in order
to stay within the Code's $25,000 per year purchase limitation (based on the
fair market value of the shares on the first day of the offering period).
The fair market value of the common stock for a given date is equal to the
closing sales price (or, if no sales were reported, the closing bid) for the
immediately preceding trading day on The Nasdaq Stock Market, as reported in
The Wall Street Journal or such other source as the Board deems reliable.
A participant may terminate participation in the Plan as of the first day of
any offering period by filing a change or withdrawal form with the Company.
The participant's payroll deductions will continue through the end of the
offering period in which the form is filed, and those amounts will be
applied to the purchase of shares of the Common Stock in accordance with the
terms of the Plan. As soon as administratively practicable thereafter, the
participant will receive a stock certificate for the number of whole shares,
and a cash payment equal to the fair market value of any fractional share,
credited to the participant under the Plan.
The Board of Directors may amend or terminate the Plan at any time.
However, amendments to the Plan to increase the number the number of shares
available for purchase require stockholder approval. Generally no changes
affecting existing purchase rights may be made without the consent of the
affected participants. However, the Board may amend the Plan in the event
that the Board determines that the ongoing operation of the Plan may result
in unfavorable financial accounting consequences.
ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year
On October 31, 2006, the Board of Directors of the Company approved certain
amendments to the Company's Restated and Amended Bylaws. Notice provisions
in Sections 2.4 and 3.5 of the Bylaws were amended to reflect changes in the
technologies used to deliver notices, and to reflect changes in related
Delaware law. Section 3.5 was also amended to clarify the power of the
chairman of the board of directors to call special meetings of the board.
Article VII of the Bylaws was amended to implement a book-entry direct
registration system, which allows shares of stock to be owned, reported, and
transferred electronically without the need for physical stock certificates.
The amendments became effective upon adoption. The Company's Restated and
Amended Bylaws, as amended and restated, are attached hereto as Exhibit 3.2
and are incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit 3.2 Restated and Amended Bylaws of Jack Henry & Associates, Inc.,
as amended and restated October 31, 2006
Exhibit 10.29 Jack Henry & Associates, Inc. 2006 Employee Stock Purchase
Plan
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: November 6, 2006 By: /s/ Kevin D. Williams
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Kevin D. Williams
Chief Financial Officer