-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CW5ZpipwviR+0jQ/k1MnXbDsBstzOGVJDI7SzU7WJuAFDm3Dot60lWiXWKukLBQI isfnDBQcEiKCefAAVd+drw== 0001062993-09-001008.txt : 20090330 0001062993-09-001008.hdr.sgml : 20090330 20090330172343 ACCESSION NUMBER: 0001062993-09-001008 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090330 DATE AS OF CHANGE: 20090330 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JACKSON HEWITT TAX SERVICE INC CENTRAL INDEX KEY: 0001283552 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 200778892 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79917 FILM NUMBER: 09715205 BUSINESS ADDRESS: STREET 1: 3 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 9736301040 MAIL ADDRESS: STREET 1: 3 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JTH TAX INC CENTRAL INDEX KEY: 0001043865 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 541828391 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1716 CORPORATE LANDING PKWY CITY: VIRGINIA BEACH STATE: VA ZIP: 23454 BUSINESS PHONE: 7573407610 MAIL ADDRESS: STREET 1: 1716 CORPORATE LANDING PKWY CITY: VIRGINIA BEACH STATE: VA ZIP: 23454 SC 13D/A 1 schedule13da.htm AMENDMENT NO. 1 SCHEDULE 13D Filed by sedaredgar.com - Jackson Hewitt Tax Service Inc. - Schedule 13D/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

______________

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d -1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO § 240.13d - -2(a)

(Amendment No. 1)*

Jackson Hewitt Tax Service Inc.
(Name of Issuer)

Common Stock, $0.01 Par Value per Share
(Title of Class of Securities)

468202106
(CUSIP Number)

James J. Wheaton, Esq.
Troutman Sanders LLP
222 Central Park Avenue, Suite 2000
Virginia Beach, VA 23462
(757) 687-7719
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 25, 2009
(Date of Event That Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of the Sections 240.13d -1(e), 240.13d -1(f) or 240.13d(g), check the following box.[ ]

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d -7 for other parties for whom copies are to be sent.
___________
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 468202106

1.


NAMES OF REPORTING PERSONS

JTH Tax, Inc.
2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)                                      (a) [    ]
                                                                                                                                                                         &nb sp;               (b) [ x ]
3. SEC USE ONLY
4.
SOURCE OF FUNDS (see instructions)
WC
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)                                                                                                                                     [ ]
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH











7.


SOLE VOTING POWER

2,669,237
8.


SHARED VOTING POWER

0
9.


SOLE DISPOSITIVE POWER

2,669,237
10.


SHARED DISPOSITIVE POWER

0
11.


AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,669,237
12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions)                            [ ]
13.


PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.3% (28,791,958 shares of common stock of the issuer were outstanding as of February 28, 2009. Percentage of class calculated inclusive of 8,150 call option contracts  (representing 815,000 common shares) held by JTH Tax, Inc.)
14.
TYPE OF REPORTING PERSON (see instructions)
CO

2


     This Amendment No. 1 (the “Amendment”) amends and supplements the Statement on Schedule 13D, dated March 20, 2009 and filed on March 30, 2009 (the “Original Schedule 13D”), relating to the common stock, par value $0.01 per share (the “Common Stock”), of Jackson Hewitt Tax Service Inc. (the “Issuer”), a Delaware corporation. JTH Tax, Inc. (the “Reporting Person”) is filing this Amendment to disclose the acquisition of the Issuer’s Common Stock and presently exercisable call options in open market transactions between March 23, 2009 and March 30, 2009.

     Except as set forth below, there are no changes to the information set forth in the Original Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

     Item 3 of the Original Schedule 13D is hereby amended and supplemented as follows:

     “All purchases of Common Stock and presently exercisable call options by the Reporting Person between March 23, 2009 and March 30, 2009 were made in open market transactions, funded by the working capital of the Reporting Person. The aggregate purchase price, excluding commissions, for these shares of Common Stock and presently exercisable call options, which are reported herein as shares beneficially owned by the Reporting Person, was $2,920,967.”

Item 5. Interest in Securities of the Issuer.

     Item 5(a) of the Original Schedule 13D is hereby amended and restated to read in its entirety as follows:

     “As of the close of business on March 30, 2009, the Reporting Person is deemed to be the beneficial owner of 2,669,237 shares of the Issuer’s Common Stock and presently exercisable call options, constituting approximately 9.3% of the shares of Common Stock outstanding. The aggregate percentage of shares reported herein is based upon 28,791,958 shares outstanding, which is the total number of shares outstanding as of February 28, 2009 as reported in the Issuer’s Quarterly Report on Form 10-Q filed on March 12, 2009 for the fiscal quarter ended January 31, 2009.”

     Item 5(b) of the Original Schedule 13D is hereby amended and restated to read in its entirety as follows:

     “The Reporting Person has the sole power to vote or direct the vote of 2,669,237 shares of Common Stock and the sole power to dispose or direct the disposition of 2,669,237 shares of Common Stock.”

     Item 5(c) of the Original Schedule 13D is hereby amended and supplemented as follows:

     “The Reporting Person has engaged in the following transactions in the Issuer’s Common Stock from March 23, 2009 to March 30, 2009:

3



Transaction   Shares     Shares     Price     Description  
Date   Acquired     Disposed     Per Share ($)     of Transaction  
March 23, 2009
 
75,000
   
0
   
0.95

(1)(2)
  Call option
contract purchase
 
March 24, 2009
 
75,000
   
0
   
0.90

(1)(2)
  Call option
contract purchase
 
March 24, 2009
 
100,000
   
0
   
0.30

(1)(2)
  Call option
contract purchase
 
March 25, 2009
 
100,000
   
0
   
0.35

(1)(2)
  Call option
contract purchase
 
March 25, 2009
 
200,000
   
0
   
3.57

(1)
  Open market
purchase
 
March 26, 2009
 
57,120
   
0
   
4.26

(1)
  Open market
purchase
 
March 27, 2009
 
133,930
   
0
   
4.47

(1)
  Open market
purchase
 
March 27, 2009
 
235,000
   
0
   
2.12

(1)(2)
  Call option
contract purchase
 
March 30, 2009
 
100,000
   
0
   
2.02

(1)(2)
  Call option
contract purchase
 
March 30, 2009
 
100,000
   
0
   
4.64

(1)
  Open market
purchase
 
Total   1,176,050     0              

  (1)

Excluding commissions.

  (2)

As of March 30, 2009, call options have not been exercised.”


Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

     Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows:

     “As of March 30, 2009, the Reporting Person had entered into the following additional contracts with regard to the Issuer’s Common Stock:

     On March 23, 2009, the Reporting Person acquired 750 call option contracts on the International Securities Exchange. Each contract gives the Reporting Person the right to purchase 100 shares of the Issuer’s Common Stock at $2.50 per share. The call option contracts have a maturity date of April 17, 2009. The average acquisition price of each contract was $94.67, excluding commissions.

     On March 24, 2009, the Reporting Person acquired 750 call option contracts on the International Securities Exchange. Each contract gives the Reporting Person the right to purchase 100 shares of the Issuer’s Common Stock at $2.50 per share. The call option contracts have a maturity date of April 17, 2009. The acquisition price of each contract was $90.00, excluding commissions.

     On March 24, 2009, the Reporting Person acquired 1,000 call option contracts on the International Securities Exchange. Each contract gives the Reporting Person the right to purchase 100 shares of the Issuer’s Common Stock at $5.00 per share. The call option contracts have a maturity date of May 15, 2009. The acquisition price of each contract was $30.00, excluding commissions.

     On March 25, 2009, the Reporting Person acquired 1,000 call option contracts on the International Securities Exchange. Each contract gives the Reporting Person the right to purchase 100 shares of the

4


Issuer’s Common Stock at $5.00 per share. The call option contracts have a maturity date of May 15, 2009. The acquisition price of each contract was $35.00, excluding commissions.

     On March 27, 2009, the Reporting Person acquired 2,350 call option contracts on the International Securities Exchange. Each contract gives the Reporting Person the right to purchase 100 shares of the Issuer’s Common Stock at $2.50 per share. The call option contracts have a maturity date of April 17, 2009. The average acquisition price of each contract was $211.01, excluding commissions.

     On March 30, 2009, the Reporting Person acquired 1,000 call option contracts. 514 of the call option contracts were purchased on the International Securities Exchange and 486 of the call option contracts were purchased on the Pacific Coast Exchange. Each contract gives the Reporting Person the right to purchase 100 shares of the Issuer’s Common Stock at $2.50 per share. The call option contracts have a maturity date of April 17, 2009. The average acquisition price of each contract was $201.80, excluding commissions.

     Except as otherwise disclosed in this Item 6, the Reporting Person has no knowledge of any contracts, arrangement, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer.”

5


SIGNATURES

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 30, 2009

  JTH Tax, Inc.  
  By: Mark F. Baumgartner  
       
       
  /s/ Mark F. Baumgartner  
  Name: Mark F. Baumgartner  
  Title: Chief Financial Officer  

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