JACK HENRY & ASSOCIATES, INC.
663 HIGHWAY 60, P.O. BOX 807
MONETT, MISSOURI 65708
NOTICE OF 2000 ANNUAL MEETING OF STOCKHOLDERS
TO THE STOCKHOLDERS OF JACK HENRY & ASSOCIATES, INC.:
PLEASE TAKE NOTICE that the 2000 Annual Meeting of Stockholders of Jack
Henry & Associates, Inc., a Delaware corporation, will be held at the Monett
City Park Casino, Monett, Missouri, on Tuesday, October 31, 2000, 11:00
a.m., local time, for the following purposes:
(1) To elect seven (7) directors to serve until the 2001 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 29, 2000, 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 in the attached Proxy Statement for further
information with respect to the business to be transacted at the Annual
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 25, 2000
JACK HENRY & ASSOCIATES, INC.
663 Highway 60 P.O. Box 807
Monett, Missouri 65708
PROXY STATEMENT
FOR THE 2000 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD TUESDAY, OCTOBER 31, 2000
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 2000 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 Tuesday, October 31, 2000. The mailing of this
Proxy Statement, the Proxy, the Notice of Annual Meeting and the
accompanying 2000 Annual Report to Stockholders is expected to commence on
or about October 3, 2000.
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 Annual 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, the shares represented thereby will be voted in
accordance with the instructions marked thereon. Each proposal, 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 2000 Annual Meeting, stockholders will consider and vote upon:
(1) The election of seven (7) directors;
(2) Amendment to 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 29, 2000,
the record date for the 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 50,000,000
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 16, 2000, there were 42,907,109 shares of Common Stock
outstanding and no shares of Preferred Stock outstanding. At such date, our
executive officers and directors were entitled to vote, or to direct the
voting of 12,062,901 shares of Common Stock, representing 27.1% of the
shares entitled to vote at the 2000 Annual Meeting. Unless otherwise
specified, all share numbers and other share data have been adjusted to
reflect all prior stock splits.
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 specified herein; and (2) FOR
amendment of the Certificate of Incorporation to increase authorized shares;
and (3) Upon other matters that may properly come before the Annual Meeting,
in accordance with the discretion of the persons to whom the Proxy is granted.
STOCK OWNERSHIP OF CERTAIN STOCKHOLDERS
The following table sets forth information as of August 16, 2000, 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 our directors and
executive officers as a group:
Number of Percentage
Shares of Shares
Name and Address of Beneficial Beneficially Outstanding
Title of Class Owner Owned (1)
(1)
$.01 par value Michael E. Henry, 5,578,824 12.8%
Common Stock Vicki Jo Henry (2)
and JKHY Partners
663 Highway 60
Monett, MO
Jerry D. Hall 2,846,834 6.6%
663 Highway 60 (3)
Monett, MO
All directors and executive 12,062,901 27.1%
officers as a group (8 persons) (4)
(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 Michael E. Henry, his
sister Vicki Jo Henry and JKHY Partners, their family partnership.
Michael E. Henry separately may be deemed to beneficially own 5,578,824
shares, including 74,418 shares held individually, 32,356 shares
allocated to his 401(k) ESOP account, 680,000 shares currently acquirable
by exercise of outstanding stock options, 2,845,000 shares held by the
Partnership, 1,647,050 shares held in a living trust and 300,000 shares
held by the Henry Family Limited Partnership, both established by his
mother, Eddina F. Mackey. Michael E. Henry may be deemed to share
beneficial ownership in the shares held by the JKHY Partners, by the
Eddina F. Mackey 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 Michael E. Henry and
the Partnership is reflected in the table.
(3) Includes 97,072 shares held in the Company's 401(k) ESOP for Mr. Hall's
account.
(4) Includes 1,536,600 shares which are or will be acquirable within 60 days
under outstanding stock options, and 290,727 shares held in the Company's
401(k) ESOP for the accounts of all executive 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 2001 Annual Meeting of Stockholders
or until their successors are elected and qualified. The 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.
Each of the nominees has consented to serve as director for a one-year term.
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:
Number of Percentage of Shares
Position with Shares Beneficially Outstanding (1)
Name Company Director Since Owned (1)
Michael E. Chairman, Chief 1986 5,578,824 12.8%
Henry Executive Officer (2)
and Director
Michael R. Wallace President, Chief 1991 739,795 1.7%
Operating Officer (3)
and Director
John W. Henry Vice Chairman, 1977 1,813,429 4.2%
Senior Vice (4)
President and
Director
Jerry D. Hall Executive Vice 1977 2,846,834 6.6%
President and (5)
Director
James J. Ellis Director 1985 275,840 *
(6)
Burton O. George Director 1987 167,010 *
(6)
George R. Curry Director 1989 348,798 *
(6)
*Less than 1%
(1) Information is set forth as of August 16, 2000. 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 (3), above.
(3) Includes 580,000 shares currently acquirable by exercise of outstanding
options and 63,247 shares held in the Company's 401(k) ESOP for Mr.
Wallace's account.
(4) Includes 1,729,128 shares held individually and 84,301 shares held in
the Company's 401(k) ESOP for Mr. Henry's account.
(5) Includes 97,072 shares held in the Company's 401(k) ESOP for Mr. Hall's
account.
(6) Includes 75,000 shares that are currently acquirable by exercise of
outstanding stock 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 39, 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 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 38, 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 65, 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 incorporation in 1977. He previously served as Chief Executive
Officer from 1977 through 1988 and as President until 1989.
JERRY D. HALL, AGE 57, 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
incorporation in 1977. He previously served as President from 1989 through
1993 and as Vice President-Operations from 1977 through 1988.
JAMES J. ELLIS, AGE 67, 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 73, 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 75, 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 Board of Directors held seven (7) meetings during the last fiscal year.
The Board maintains an Audit Committee and a Compensation Committee of which
Messrs. Curry, George and Ellis are members. The Board does not maintain a
standing Nominating Committee. Each director attended at least 75% of all
meetings of the Board of Directors and all committees on which they served,
except Mr. Hall who missed two Board meetings due to illness.
The Compensation Committee establishes and reviews the compensation and
benefits of the Executive Officers, considers incentive compensation plans for
our employees and carries out duties assigned to the Committee under our stock
option plans and our employee stock purchase plan. The Audit Committee makes
recommendations to the Board regarding the selection and retention of an
independent auditor, reviews the scope and results of the audit with the
independent auditor and management, reviews and evaluates our audit and control
functions, and regularly reviews regulatory compliance matters pertaining to
our outsourcing services and business recovery operations. The Audit Committee
operates under a written Audit Committee Charter that has been adopted by the
Board of Directors. The Audit Committee met eleven 11 times and the
Compensation Committee met once during the last fiscal year.
DIRECTORS COMPENSATION
The 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
15,000 shares of Common Stock, subject to an overall grant limitation under
the plan of 150,000 shares 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
Vice President 1977
Jerry D. Hall Executive Vice President 1977
Terry W. Thompson Vice President, 1990
Chief Financial Officer
and Treasurer
Marguerite P. Butterworth Vice President 1993
Tony L. Wormington Vice President 1998
The following information is provided regarding the executive officers and
significant employees not already described herein, all of whom are United
States citizens:
TERRY W. THOMPSON, AGE 50, VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND
TREASURER. Mr. Thompson has served as Vice President, Chief Financial
Officer and Treasurer of the Company since 1990. Mr. Thompson beneficially
owns 291,461 shares of Common Stock, including 13,751 shares held in the
Company's 401(k) ESOP for Mr. Thompson's account and 51,600 shares that are
currently acquirable by exercise of outstanding options.
MARGUERITE P. BUTTERWORTH, AGE 52, 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. Ms. Butterworth
beneficially owns 244,153 shares of Common Stock, including 28,781 shares
held in the Company's 401(k) ESOP for Ms. Butterworth's account and 110,000
shares that are currently acquirable by exercise of outstanding options.
TONY L. WORMINGTON, AGE 38, VICE PRESIDENT. Mr. Wormington has served as
Vice President since October 1998. Mr. Wormington joined the Company in
1980 and has served as Research and Development Manager since 1993. Mr.
Wormington beneficially owns 388,291 shares of Common Stock, including
68,571 shares held in the Company's 401(k) ESOP for Mr. Wormington's account
and 110,000 shares that are currently acquirable by exercise of outstanding
options.
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, 2000, there were no delinquent filings.
EXECUTIVE COMPENSATION
The following table sets forth certain information with regard to the
compensation paid to the Chief Executive Officer and to the Company's other
four most highly compensated executive officers for the three years ended
June 30, 2000.
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and Principal Position Year Salary Bonus Long-Term Compensation
Shares underlying
Options (2)
Michael E. Henry 2000 $247,647 $ 5,000 100,000
Chairman and Chief Executive 1999 205,800 5,000 100,000
Officer 1998 205,000 5,000 -
Michael R. Wallace 2000 247,647 5,000 100,000
President and Chief Operating 1999 205,800 5,000 100,000
Officer 1998 205,000 5,000 -
John W. Henry 2000 103,200 5,000 -
Vice Chairman and Senior Vice 1999 103,200 5,000 -
President 1998 102,400 5,000 -
Jerry D. Hall Executive Vice 2000 103,200 5,000 -
President 1999 103,200 5,000 -
1998 135,733 5,000 -
Terry W. Thompson Vice 2000 139,133 5,000 20,000
-
President, Chief Financial 1999 120,271 5,000 20,000
Officer, Treasurer 1998 104,166 15,000
(1) Includes corporate 401(k)
matching contribution of $5,000 for each executive officer in each period.
(2) Adjusted for stock splits.
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, 2000, together with
the number of options outstanding as of such date. Data, as appropriate,
have been adjusted for stock splits.
OPTION GRANTS IN FISCAL 2000
Option Grants in Last Fiscal Year
Number of Percent of Value at Assumed
Shares Total Annual Rates of
underlying Options Stock Price
Options Granted to Appreciation for
Name Granted Employees in Option Term (1)
Fiscal Year
Exercise Expiration Date
Price
5% 10%
Michael E. Henry 100,000 3.4% 20.08 08/24/09 $1,262,820 $3,200,235
Michael R. Wallace 100,000 3.4% 20.08 08/24/09 $1,262,820 $3,200,235
Terry W. Thompson
20,000 0.7% 33.75 04/04/10 424,503 1,075,776
_____________________________
(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 our stock or amounts that may ultimately be realized upon
exercise. We have chosen not to use an alternative formula for grant
date valuation.
AGGREGATED OPTION EXERCISES IN FISCAL 2000 AND JUNE 30, 2000 OPTION VALUES
Number of Shares Value of Unexercised
Underlying Unexercised In-the-Money
Options at 6/30/99 Options at 6/30/00
Shares
Acquired
on Value
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
Michael E. Henry -- -- 680,000 -- $27,534,687 --
Michael R. Wallace 40,000 $967,950 580,000 -- 22,760,521 --
Terry W. Thompson 1,500 37,688 51,600 20,000 2,073,650 327,500
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 our 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 stockholders to be the same - the
maximization of stockholder value. 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 1996 Stock Option 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 at 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 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.
The base salary of Chief Executive Officer, Michael E. Henry, was increased
by approximately 20% this year due to his exemplary performance, and 100,000
options were granted as a longer-term incentive.
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 our
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, 2000, 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:
JKHY Peer S&P 500
Group
1995 100 100 100
1996 234.89 128.39 126
1997 253.56 145.94 169.72
1998 362.43 165.55 220.91
1999 416.79 191.97 271.18
2000 1071.77 210.4 290.84
This comparison assumes $100 was invested on July 1, 1995, and assumes
reinvestments 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,
Elite Information, Cerner Corp., Crawford & Co., Electronic Arts, First
Data, Fiserv, Keane, National Data, PC Quote, Primark, Rainbow Technology,
SEI Investments and Sterling Software.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the fiscal year ended June 30, 2000 the Company paid $1,165,419 to
Group VI InterMedia, LLC for graphic design and printing services. Group VI
InterMedia, LLC is owned by Christopher Harding and Vicki Jo Henry who are
husband and wife. Vicki Jo Henry is the daughter of John W. Henry, Director
and Senior Vice President of the Company and the sister of Michael E. Henry,
Chairman of the Board and Chief Executive Officer of the Company. Vicki Jo
Henry is also a general partner in JKHY Partners, a family partnership which
owns 6.6% of the common stock of the Company. The Company believes that the
rates and charges incurred in its transactions with Group VI InterMedia, LLC
are reasonable and competitive with other graphic design and printing
providerss.
PROPOSAL 2
AMEND THE CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES
DESCRIPTION OF THE PROPOSED AMENDMENT AND VOTE REQUIRED.
On August 24, 2000 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 50,000,000 to 250,000,000 shares. The amendment
will not effect the authorized number 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 31, 2000. The affirmative vote of a
majority of the outstanding shares of Common Stock 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 250,500,000 shares, which shall consist of two classes.
One class, designated "common stock," shall consist of 250,000,000
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 50,000,000 to 250,000,000. The
additional 200,000,000 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
200,000,000 authorized shares that are not outstanding, reserved for
issuance or held in the treasury of the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU 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
Deloitte & Touche LLP, certified public accountants, served as independent
auditors for the Company for the year ended June 30, 2000. 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 year's examination is held. Representatives of Deloitte & Touche LLP
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 2001 Annual Meeting of
Stockholders must submit their proposals to the Company's Secretary on or
before May 23, 2001.
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 2000 Annual Report
on Form 10-K which accompanies this Proxy Statement, and are incorporated
herein by reference.
OTHER MATTERS
The Board of Directors knows of no matters that are expected to be presented
for consideration at the 2000 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 25, 2000
A copy of the Company's Annual Report on Form 10-K is included herewith.
Exhibits to Form 10-K, listed on pages 41-43 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 CARD
JACK HENRY & ASSOCIATES, INC. THIS PROXY IS SOLICITED
663 HIGHWAY 60 ON BEHALF OF THE BOARD OF
P.O. BOX 807 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 29,
2000, at the annual meeting of
shareholders to be held on October
31, 2000 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) 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 THE
NUMBER OF AUTHORIZED SHARES - from 50 million to 250 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 Proposal 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 ,2000
Signature
Signature if held jointly
PLEASE MARK SIGN DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE
