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): April 19, 2005
JACK HENRY & ASSOCIATES, INC.
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(Exact name of Registrant as specified in its Charter)
Delaware 0-14112 43-1128385
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
663 Highway 60, P.O. Box 807, Monett, MO 65708
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (417) 235-6652
(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 April 19, 2005, Jack Henry & Associates, Inc. ("Jack Henry")
entered into a Credit Agreement (the "Credit Agreement") with Wachovia Bank,
National Association ("Wachovia") as Administrative Agent for a group of
Lenders. The Credit Agreement is attached hereto as Exhibit 10.20.
Additional information regarding the Credit Agreement is provided in Item
2.03 below, which information is incorporated by reference into this Item
1.01.
Item 1.02 Termination of a Material Definitive Agreement
On April 19, 2005 and in connection with the Credit Agreement described
below in Item 2.03, the Company terminated the Line of Credit Agreement
originally dated September 7, 1999 with Commerce Bank, N.A. ("Commerce"),
as subsequently amended. Under the Line of Credit Agreement, Commerce had
provided Jack Henry with a $25 million unsecured credit line. Approximately
$14 million in outstanding borrowings under the Line of Credit were repaid
with proceeds from initial borrowings under the Credit Agreement. Commerce
is one of the Lenders under the Credit Agreement.
Item 2.03 Creation of a Direct Financial Obligation
On April 19, 2005, Jack Henry and four of its wholly-owned subsidiaries
entered into a new Credit Agreement with Wachovia as administrative agent
and swingline lender, Wachovia Capital Markets, LLC as sole lead arranger
and manager and with Wachovia, Commerce, Bank of America, N.A., Fleet
National Bank, JPMorgan Chase Bank, N.A. and UMB Bank, N.A. as Lenders.
The five year Credit Agreement provides for a $150 million revolving
credit facility, including a $10 million letter of credit subfacility and
a $10 million swingline subfacility. Jack Henry may elect to increase the
amount of the credit facility by an amount of up to $75 million at any time
during the first three years of the Credit Agreement. The line of credit
and its subfacilities provided under the Credit Agreement are unsecured.
At Jack Henry's option, any loan under the Credit Agreement (other than
swingline loans) will bear interest at a rate equal to (a) LIBOR or (b)
an Alternate Base Rate, plus the Applicable Percentage (as provided in the
Credit Agreement) in each case. The initial borrowing by Jack Henry under
the Credit Agreement on April 19, 2005 was $15 million, and was primarily
used to repay amounts borrowed from Commerce.
The Credit Agreement contains customary affirmative and negative
covenants. The financial covenants include the maintenance of a specified
leverage ratio (funded debt to EBITDA), interest coverage ratio (EBIT to
interest expense) and consolidated net worth. The creation of indebtedness
outside the Credit Agreement, creation of liens, making of certain
investments, transactions with affiliates, and repurchases of Jack Henry
stock are all either limited or require prior approval from the Lenders.
The Credit Agreement also contains customary events of default such as
nonpayment, bankruptcy, and change in control, which if they occur may cause
all outstanding obligations under the Credit Agreement to be accelerated and
become immediately due and payable.
The foregoing description of the Credit Agreement is qualified in
its entirety by reference to the full terms and conditions of the Credit
Agreement, which is filed as Exhibit 10.20 hereto.
Item 9.01 Financial Statements and Exhibits
(c) Exhbits
10.2 Credit Agreement with Wachovia Bank, National Association as
administrative agent dated April 19, 2005.
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: April 20, 2005 By: /s/ Kevin D. Williams
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Kevin D. Williams
Chief Financial Officer