0000779152-95-000007.txt : 19950919 0000779152-95-000007.hdr.sgml : 19950919 ACCESSION NUMBER: 0000779152-95-000007 CONFORMED SUBMISSION TYPE: 8-K/A CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950719 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19950918 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HENRY JACK & ASSOCIATES INC CENTRAL INDEX KEY: 0000779152 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 431128385 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-14112 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: 663 HWY 60 STREET 2: P O BOX 807 CITY: MONETT STATE: MO ZIP: 65708 BUSINESS PHONE: 4172356652 MAIL ADDRESS: STREET 1: PO BOX 807 STREET 2: 663 HWY 60 CITY: MONETT STATE: MO ZIP: 65708-0807 8-K/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8 AMENDMENT TO APPLICATION OR REPORT FILED PURSUANT TO SECTION 12, 12 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 JACK HENRY & ASSOCIATES, INC. (Exact name of registrant as specified in charter) AMENDMENT NO. 1 The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its CURRENT REPORT Dated July 17, 1995 on Form 8-K, as set forth in the pages attached hereto: Item 7. Financial Statements and Exhibits (b) Pro forma financial information. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. JACK HENRY & ASSOCIATES, INC. (Registrant) September 15, 1995 By:/s/ Michael E. Henry (Date) Michael E. Henry Chairman of the Board and Chief Executive Officer September 15, 1995 By:/s/ Terry W. Thompson (Date) Terry W. Thompson Vice President and Chief Financial Officer Jack Henry & Associates, Inc. Purchase of all of the outstanding common stock of Liberty Software, Inc. On June 30, 1995, the Company purchased all the outstanding shares of Liberty Software, Inc. common stock for a total purchase consideration of $12,000,000 cash. The total outlay will be made over a period of approximately 10 months. Approximately $5.4 million remains to be paid at June 30, 1995. A Pro Forma statement of operations is presented for the year ended June 30, 1995, showing the combined operations as though the transaction had been completed at July 1, 1994. Since the acquisition was made on June 30, 1995 the consolidated balance sheet includes the assets of the acquired business. The Pro Forma results are not necessarily indicative of what would have occurred had the acquisition been on that date, nor are they necessarily indicative of future operations. Pro Forma data reflect the adjusted amortized excess purchase price over net assets acquired. No adjustment was made to reflect the combined impact of operations on income tax expense of the separate companies. Item 7(b) JACK HENRY & ASSOCIATES, INC. UNAUDITED CONDENSED PROFORMA STATEMENT OF OPERATIONS FOR THE YEAR ENDED JUNE 30, 1995 (IN THOUSANDS) HISTORICAL PRO FORMA JACK HENRY LIBERTY ADJUSTMENTS COMBINED Revenues 46,124 21,331 0 67,455 Cost of Sales 22,946 20,165 856 (1) 43,967 Gross Profit 23,178 1,166 (856) 23,488 Operating Expenses 11,375 0 0 11,375 Operating income 11,803 1,166 (856) 12,113 Other income 839 0 0 839 Income (loss) before taxes 12,642 1,166 (856) 12,952 Provision for taxes 4,664 431 (316) (2) 4,779 Net income (loss) 7,978 735 (540) 8,173 Net income per share 0.66 0.06 (0.04) 0.68 Weighted average shares outstanding 12,049 12,049 12,049 12,049
NOTE: These financial statements should be read in conjunction with the Company's Annual Report on Form 10-K for the Year Ended June 30, 1995. PROFORMA CONSOLIDATING AT JUNE 30, 1995 (IN THOUSANDS) Debit Credit 1) Cost of sales expenses 856 Other assets 856 To record the goodwill and customer contract amortization for one year from the assumed purchase date of July 1, 1994. 2) Accrued income taxes payable 316 Provision for taxes 316 To record estimated income tax benefit as a result of the amortization of goodwill and customer contracts.