Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ACXIOM CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 71-0581897
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
P. O. Box 8180, 1 Information Way
Little Rock, Arkansas 72203-8180
(501) 342-1000
(Address, including zip code, and telephone number of
principal executive offices)
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2000 ASSOCIATE STOCK OPTION PLAN
OF ACXIOM CORPORATION
(Full title of the plan)
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Charles D. Morgan
Chairman of th Board and President
(Company Leader)
Acxiom Corporation
P. O. Box 8180, 1 Information Way
Little Rock, Arkansas 72203-8180
(501) 342-1000
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all correspondence to:
Jeffrey J. Gearhart
Kutak Rock LLP
425 West Capitol Avenue
Suite 1100
Little Rock, Arkansas 72201
(501) 975-3000
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maxi- Proposed Maxi- Amount of
Securities to be mum Offering mum Aggregate Registration
to be Registered Registered Price Per Unit Offering Price Fee
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Common Stock,
(par value $.10)6,500,000 $28.85 $187,525,000 $49,507.00
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Preferred Stock Purchase Rights of Acxiom Corporation ("Acxiom") are
attached to and trade with the Acxiom Common Stock.
Pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate number of additional shares
that may become subject to the 2000 Associate Stock Option Plan of Acxiom
Corporation as a result of anti-dilution provisions of the plan.
The registration fee has been computed in accordance with paragraphs
(c) and (h) of Rule 457, based upon the average of the reported high and low
sales prices of shares of Acxiom Common Stock on the NASDAQ on
June 23, 2000.
PART I
EXPLANATORY NOTE
The information called for by Part I of Form S-8 is included in the
description of the 2000 Associate Stock Option Plan of Acxiom Corporation (the
"Plan") to be delivered to persons purchasing shares pursuant to the Plan.
Pursuant to the Note to Part I of Form S-8, that information is not being filed
with or included in this Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Acxiom with the Securities and Exchange
Commission are incorporated herein by reference as of their respective dates of
filing:
(1) Acxiom's Annual Report on Form 10-K for the fiscal year ended March 31,
2000;
(2) The description of Acxiom's capital stock contained in the registration
statement on Form 8-A of CCX Network, Inc., which is now known as Acxiom
Corporation, dated February 4, 1985, and any amendments or updates to that form;
and
(3) The description of Acxiom's preferred stock purchase rights contained
in the registration statement on Form 8-A dated January 28, 1998, as amended by
Form 8-A/A dated June 4, 1998.
In addition, all documents subsequently filed by Acxiom pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all shares then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Acxiom Common Stock being registered
hereunder is being passed upon for Acxiom by Kutak Rock LLP, 425 West Capitol
Avenue, Suite 1100, Little Rock, Arkansas 72201. Certain attorneys of Kutak Rock
LLP's Little Rock office (the location of the attorneys participating on
Acxiom's behalf) beneficially owned 30,900 shares of Acxiom Common Stock at June
15, 2000.
Item 6. Indemnification of Directors and Officers.
Exculpation. Section 102(b)(7) of the Delaware General Corporation Law
permits a corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision may not eliminate or limit the liability
of a director for any breach of the director's duty of loyalty to the
corporation or its stockholders, for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, for any
unlawful payment of dividends or unlawful stock purchase or redemption, or for
any transaction from which the director derived an improper personal benefit.
The Acxiom Charter provides that, to the fullest extent permitted by
Delaware corporate law, a director shall not be liable to Acxiom and its
stockholders for monetary damages for a breach of fiduciary duty as a director.
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Indemnification. Section 145 of the Delaware corporate law permits a
corporation to indemnify any of its directors or officers who was or is a party
or is threatened to be made a party to any third party proceeding by reason of
the fact that such person is or was a director or officer of the corporation,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that such person's conduct was
unlawful. In a derivative action, i.e., one by or in the right of a corporation,
the corporation is permitted to indemnify any of its directors or officers
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit
if such person shall have been adjudged liable to the corporation, unless and
only to the extent that the court in which such action or suit was brought shall
determine upon application that such person is fairly and reasonably entitled to
indemnification for such expenses despite such adjudication of liability.
The Acxiom Charter provides for indemnification of directors and officers
of Acxiom against liability they may incur in their capacities as and to the
extent authorized by Delaware corporate law.
Insurance. Acxiom has in effect directors' and officers' liability
insurance and fiduciary liability insurance. The fiduciary liability insurance
covers actions of directors and officers as well as other employees with
fiduciary responsibilities under ERISA.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5.1 Opinion of Kutak Rock LLP as to the legality of the shares being
registered (filed herewith).
23.1 Consent of Kutak Rock LLP (included in the opinion filed as Exhibit
5.1 herewith).
23.2 Consent of KPMG LLP (filed herewith).
24.1 Power of Attorney (filed herewith).
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
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estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424 (b), if in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided; however, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Little Rock, State of Arkansas, on June 26, 2000.
ACXIOM CORPORATION
By: /s/ Catherine L. Hughes
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Catherine L. Hughes
Secretary and Corporate Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated, on June 26, 2000:
Signature Title
* Financial Leader
- ----------------------------------------- (Principal Financial Officer and
(Robert S. Bloom) Principal Accounting Officer)
* Director
- -----------------------------------------
(Dr. Ann H. Die)
* Director
- -----------------------------------------
(William T. Dillard II)
* Director
- -----------------------------------------
(Harry C. Gambill)
* Director
- -----------------------------------------
(Rodger S. Kline)
* Director
- -----------------------------------------
(Thomas F. (Mack) McLarty, III)
* Company Leader
- ----------------------------------------- (Principal Executive Officer)
(Charles D. Morgan)
* Director
- -----------------------------------------
(Stephen M. Patterson)
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Signature Title
* Director
- -----------------------------------------
(James T. Womble)
*By: /s/ Catherine L. Hughes
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(Catherine L. Hughes, Attorney-in-Fact)
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INDEX TO EXHIBITS
Number Exhibit
5.1 Opinion of Kutak Rock LLP as to the legality of the shares being
registered (filed herewith).
23.1 Consent of Kutak Rock LLP (included in the opinion in Exhibit
5.1).
23.2 Consent of KPMG LLP (filed herewith).
24.1 Power of Attorney (filed herewith).
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Exhibit 5.1
June 26, 2000
Acxiom Corporation
P. O. Box 8180, 1 Information Way
Little Rock, Arkansas 72203
Re: REGISTRATION ON FORM S-8 OF SHARES OF COMMON STOCK PAR VALUE $.10 PER
SHARE, OFFERED PURSUANT TO THE 2000 ASSOCIATE STOCK OPTION PLAN OF
ACXIOM CORPORATION
Ladies and Gentlemen:
We are acting as counsel to Acxiom Corporation, a Delaware corporation (the
"Company") in connection with the registration under the Securities Act of 1933,
as amended, of up to 6,500,000 shares (the "Shares") of common stock, par value
$.10 per share, of the Company issuable under the 2000 Associate Stock Option
Plan of Acxiom Corporation (the "Plan").
We have examined such documents, records, and matters of law as we have
deemed necessary for purposes of this opinion. Based on such examination and on
the assumptions set forth below, we are of the opinion that the Shares to be
offered and sold, when issued and delivered in accordance with the terms and
provisions of the Plan, against receipt of the consideration provided for
therein, will be validly issued, fully paid, and nonassessable.
In rendering this opinion, we have (i) assumed and have not independently
verified (a) the due authorization, execution and delivery of the Plan, (b) that
all signatures on all certificates and other documents examined by us are
genuine, and that, where any such signature purports to have been made in a
corporate, governmental or other capacity, the person who affixed such signature
to such certificate or other document had authority to do so, and (c) the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as copies and (ii) as to
certain factual matters, relied upon certificates of public officials and of the
Company and its officers and have not independently checked or verified the
accuracy of the factual statements contained therein. In addition, our
examination of matters of law has been limited to the General Corporation Law of
the State of Delaware and the federal laws of the United States of America, in
each case in effect on the date hereof.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Kutak Rock LLP
Exhibit 23.2
CONSENT OF KPMG LLP
Independent Auditors' Consent
To the Board of Directors
Acxiom Corporation:
We consent to incorporation by reference in the registration statement on Form
S-8 filed herewith of Acxiom Corporation of our report dated May 2, 2000,
relating to the consolidated balance sheets of Acxiom Corporation and
subsidiaries as of March 31, 2000 and 1999, and the related consolidated
statements of operations, stockholders' equity and cash flows for each of the
years in the three-year period ended March 31, 2000, which is incorporated by
reference in the March 31, 2000 annual report on Form 10-K of Acxiom
Corporation. We also consent to incorporation by reference in the
above-mentioned registration statement of our report dated May 2, 2000, relating
to the consolidated financial statement schedule, which report appears in the
March 31, 2000 annual report on Form 10-K of Acxiom Corporation.
s/ KPMG LLP
Dallas Texas
June 26, 2000
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a director or
officer, or both, of Acxiom Corporation ("Acxiom"), acting pursuant to
authorization of the Board of Directors of Acxiom, hereby appoints Catherine L.
Hughes and Robert S. Bloom, or any one of them, attorneys-in-fact and agents for
me and in my name and on my behalf, individually and as a director or officer,
or both, of Acxiom, to sign a Registration Statement on Form S-8, together with
all necessary exhibits, and any amendments (including post effective amendments)
and supplements thereto, to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, with respect to the issuance and
sale of shares of common stock, $.10 par value, of Acxiom to be issued or
delivered in accordance with the 2000 Associate Stock Option Plan of Acxiom
Corporation, and generally to do and perform all things necessary to be done in
connection with the foregoing as fully in all respects as I could do personally.
IN WITNESS WHEREOF, I have hereunto set my hand as of this 26th day of
June, 2000.
Signed: /s/ Robert S. Bloom
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Name: ROBERT S. BLOOM
Signed: /s/ Dr. Ann H. Die
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Name: DR. ANN H. DIE
Signed: /s/ William T. Dillard II
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Name: WILLIAM T. DILLARD II
Signed: /s/ Harry C. Gambill
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Name: HARRY C. GAMBILL
Signed: /s/ Rodger S. Kline
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Name: RODGER S. KLINE
Signed: /s/ Thomas F. (Mack) McLarty, III
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Name: THOMAS F. (MACK) McLARTY, III
Signed: /s/ Charles D. Morgan
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Name: CHARLES D. MORGAN
Signed: /s/ Stephen M. Patterson
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Name: STEPHEN M. PATTERSON
Signed: /s/James T. Womble
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Name: JAMES T. WOMBLE