UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 13, 2006
ACXIOM CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
| 0-13163 | 71-0581897 | |
| (Commission File Number) | (IRS Employer Identification No.) |
| 1 Information Way, P.O. Box 8180, Little Rock, Arkansas | 72203-8180 | |
| (Address of Principal Executive Offices) | (Zip Code) |
501-342-1000
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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 (see General Instruction A.2. below):
¨ 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 8.01 | Other Events. |
On September 13, 2006, the Company issued a press release announcing the preliminary results of its modified “Dutch auction” self-tender offer, which expired at 5:00 p.m. New York City time, on Tuesday, September 12, 2006. Also, on September 13, 2006, the Company issued an additional press release providing the preliminary proration factor with respect to shares accepted for purchase at $25.75 per share and below, pursuant to the terms of the tender offer.
Copies of the press releases are furnished herewith as Exhibits 99.1 and 99.2 respectively and are incorporated by reference herein.
The information contained in the press releases shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits |
(c) Exhibits
The following exhibits are filed herewith:
| Exhibit Number |
Description | |
| 99.1 | Press Release of the Company dated September 13, 2006 | |
| 99.2 | Additional Press Release of the Company dated September 13, 2006 | |
SIGNATURE
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.
Dated: September 13, 2006
ACXIOM CORPORATION
By: /s/ Jerry C. Jones
Name: Jerry C. Jones
Title: Business Development/Legal Leader
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press Release of the Company dated September 13, 2006 | |
| 99.2 | Additional Press Release of the Company dated September 13, 2006 | |
Exhibit 99.1
For more information, contact:
Katharine Raymond
Investor Relations Coordinator
Acxiom Corporation
(501) 342-1321
EACXM
Acxiom Announces Preliminary Results of Self-Tender Offer
LITTLE ROCK, Ark. — September 13, 2006 — Acxiom® Corporation (Nasdaq: ACXM) today announced preliminary results of its modified “Dutch Auction” self-tender offer, which expired at 5:00 p.m. EDT Tuesday, September 12, 2006.
Based on the preliminary count by the depositary for the tender offer, an aggregate of 24,911,233 shares of Acxiom common stock were properly tendered and not withdrawn at or below a price of $27.00 per share, including 8,537,481 shares that were tendered through notice of guaranteed delivery. Based on these preliminary results the company expects to purchase 11,111,111 shares in the tender offer, subject to proration, at $25.75 per share. Pursuant to the terms of the tender offer, Acxiom offered to purchase shares of its common stock at a price not less than $25 and not greater than $27 per share.
The results announced today are preliminary and subject to verification by the depositary of the proper delivery of the shares validly tendered and not withdrawn. Final results will be announced following the completion of the verification process. Acxiom expects payment for the shares accepted for purchase and the return of all shares tendered and not accepted for purchase to occur within one week.
The repurchase of the shares is expected to be funded with proceeds from a new $800 million credit facility on or about September 15, 2006.
ValueAct Capital has advised Acxiom that neither ValueAct Capital nor any of its affiliates tendered any of its shares of Acxiom into the modified Dutch Auction.
The dealer managers for the self-tender offer are J.P. Morgan Securities Inc. and Stephens Inc. The information agent is Innisfree M&A Incorporated, and the depositary is Computershare Trust Company, N.A. Any questions about the self-tender offer may be directed to the information agent at 1-877-750-9457, or the dealer managers, J.P. Morgan Securities Inc. at 1-877-371-5947 or Stephens Inc. at 1-800-643-9691.
About Acxiom
Acxiom Corporation (Nasdaq: ACXM) integrates data, services and technology to create and deliver customer and information management solutions for many of the largest, most respected companies in the world. The core components of Acxiom’s innovative solutions are Customer Data Integration (CDI) technology, data, database services, IT outsourcing, consulting and analytics, and privacy leadership. Founded in 1969, Acxiom is headquartered in Little Rock, Arkansas, with locations throughout the United States and Europe, and in Australia and China.
Exhibit 99.2
For more information, contact:
Katharine Raymond
Investor Relations Coordinator
Acxiom Corporation
(501) 342-1321
EACXM
Acxiom Provides Preliminary Proration Information
on Self-Tender Offer
LITTLE ROCK, Ark. — September 13, 2006 — Acxiom® Corporation (Nasdaq: ACXM) today provided preliminary proration information with respect to its previously announced preliminary results of its modified “Dutch Auction” self-tender offer, which expired at 5:00 p.m. EDT Tuesday, September 12, 2006.
Acxiom had previously announced that based on the preliminary count by the depositary for the tender offer, an aggregate of 24,911,233 shares of Acxiom common stock were properly tendered and not withdrawn at or below a price of $27.00 per share, including 8,537,481 shares that were tendered through notice of guaranteed delivery. Based on these preliminary results the company expects to purchase 11,111,111 shares in the tender offer, subject to proration, at $25.75 per share. Acxiom has been informed by Computershare Trust Company, N.A., the depositary for the tender offer, that the preliminary proration factor for the shares tendered at $25.75 and below is approximately 97 percent. The exact proration factor is subject to delivery of the shares that were tendered through notice of guaranteed delivery.
The results announced today are preliminary and subject to verification by the depositary of the proper delivery of the shares validly tendered and not withdrawn. Final results will be announced following the completion of the verification process. Acxiom expects payment for the shares accepted for purchase to occur on or about September 15, 2006, and the return of all shares tendered and not accepted for purchase to occur within one week.
The dealer managers for the self-tender offer are J.P. Morgan Securities Inc. and Stephens Inc. The information agent is Innisfree M&A Incorporated, and the depositary is Computershare Trust Company, N.A. Any questions about the self-tender offer may be directed to the information agent at 1-877-750-9457, or the dealer managers, J.P. Morgan Securities Inc. at 1-877-371-5947 or Stephens Inc. at 1-800-643-9691.
About Acxiom
Acxiom Corporation (Nasdaq: ACXM) integrates data, services and technology to create and deliver customer and information management solutions for many of the largest, most respected companies in the world. The core components of Acxiom’s innovative solutions are Customer Data Integration (CDI) technology, data, database services, IT outsourcing, consulting and analytics, and privacy leadership. Founded in 1969, Acxiom is headquartered in Little Rock, Arkansas, with locations throughout the United States and Europe, and in Australia and China.