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 14, 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 14, 2006, the Company issued a press release announcing revised 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.
A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.
The information contained in the press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it 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 14, 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 14, 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 14, 2006 | |
Exhibit 99.1
For more information, contact:
Katharine Raymond
Investor Relations Coordinator
Acxiom Corporation
(501) 342-1321
EACXM
Acxiom Provides Revised Preliminary Information
on Self-Tender Offer
LITTLE ROCK, Ark. — September 14, 2006 — Acxiom® Corporation (Nasdaq: ACXM) today provided revised 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 preliminary information provided by the depositary for the tender offer that the total number of shares validly tendered at or below a price of $27.00 per share was 24,911,233, including 8,537,481 shares that were tendered through notice of guaranteed delivery. Revised preliminary information provided by the depositary on September 13, 2006 indicated that the total number of shares validly tendered was 33,448,714, including the 8,537,481 shares tendered through notice of guaranteed delivery. Based on these revised preliminary results Acxiom expects to purchase 11,111,111 shares in the tender offer, subject to proration, at $25.00 per share. Acxiom has also been informed by the depositary that the updated preliminary proration factor for the shares tendered at $25.00 is approximately 74 percent. The exact proration factor and purchase price per share continue to be subject to delivery of the shares that were tendered through notice of guaranteed delivery.
The results announced today continue to be preliminary and remain 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 18, 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.