As filed with the Securities and Exchange Commission on February 16, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------------
FORM S-3
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, including area code,
of registrant's principal executive offices)
-------------------------------------
Charles D. Morgan
Chairman of the Board and President
(Company Leader)
Acxiom Corporation
P. O. Box 8180, 1 Information Way
Little Rock, Arkansas 72203-8180
(501) 342-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Jeffrey J. Gearhart
Kutak Rock LLP
425 West Capitol Avenue
Suite 1100
Little Rock, Arkansas 72201
(501) 975-3000
----------------------------------------
Approximate date of commencement of proposed sale to the public:
From time to time after the registration statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Titles of Amount Maximum Maximum
Shares to be To Be Offering Aggregate Amount of
Registered Registered Per Share Offering Price Registration Fee
Common Stock,
$.10 Par Value(1) 275,862 $30.91 $8,526,894.42 $2,131.72(2)
(1) Preferred Stock Purchase Rights of Acxiom Corporation ("Acxiom")
are attached to and trade with the Acxiom Common Stock.
(2) Estimated solely for purposes of determining the registration fee
pursuant to Rule 457(c) based on the average of the reported high and low sales
prices of shares of Acxiom Common Stock on the NASDAQ on February 12, 2001.
The Registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file an amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
- --------------------------------------------------------------------------------
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
- --------------------------------------------------------------------------------
SUBJECT TO COMPLETION, DATED FEBRUARY 16, 2001
275,862 SHARES
ACXIOM CORPORATION
COMMON STOCK
-----------------------------
A total of 275,862 shares of common stock of Acxiom Corporation are
being offered by this prospectus. The shares will be sold from time to time by
the selling stockholders named in this prospectus on page 6.
We will not receive any proceeds from the sale of the shares of common
stock offered by this prospectus. We have agreed to bear the expenses of
registration of the shares under federal securities laws.
Our common stock is traded on the Nasdaq National Market System under
the symbol "ACXM." On February 15, 2001, the closing sale price of our common
stock was $33.0625 per share.
We have listed several risk factors on page 2 that you should consider
before investing in our common stock.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this Prospectus. Any representation to the contrary is a
criminal offense.
-----------------------------------------
The date of this Prospectus is February 16, 2001.
TABLE OF CONTENTS
RISK FACTORS.................................................................2
ACXIOM.......................................................................5
USE OF PROCEEDS BY ACXIOM....................................................5
SELLING STOCKHOLDERS.........................................................6
PLAN OF DISTRIBUTION.........................................................7
LEGAL MATTERS................................................................8
EXPERTS......................................................................8
WHERE YOU CAN FIND MORE INFORMATION ABOUT ACXIOM.............................8
---------------------------------------------
No one has been authorized to give you any information about this offering that
is not contained in this prospectus. You should rely only on the information
contained in this prospectus. This prospectus does not constitute an offer to
sell or a solicitation of an offer to buy in any jurisdiction in which it is
unlawful to make such offer or solicitation.
RISK FACTORS
You should carefully consider the following risk factors and all of the
other information in this prospectus or incorporated by reference into this
prospectus before deciding to invest in our common stock.
The risks described below could materially and adversely affect our
business, financial condition and results of future operations. These risks are
not the only ones we face. Our business operations could also be impaired by
additional risks and uncertainties that are not presently known to us, or that
we currently consider immaterial.
We must continue to improve and gain market acceptance of our technology,
particularly AbiliTec(TM) and the Acxiom Data NetworkSM, in order to remain
competitive and grow.
The complexity and uncertainty regarding the development of new high
technologies affects our business greatly, as does the loss of market share
through competition, or the extent and timing of market acceptance of new
technologies like AbiliTec and the Acxiom Data Network. We are also affected by:
o the potential lengthening of sales cycles due to the nature of
AbiliTec being an enterprise-wide solution;
o the introduction of competent, competitive products or technologies by
other companies;
o changes in the consumer and/or business information industries and
markets;
o our ability to protect proprietary information and technology or to
obtain necessary licenses on commercially reasonable terms; and
o the impact of changing legislative, regulatory and consumer
environments in the geography where AbiliTec will be deployed.
Maintaining technological competitiveness in our data products,
processing functionality, software systems and services is key to our continued
success. Our ability to continually improve our current processes and to develop
and introduce new products and services is essential in order to maintain our
competitive position and meet the increasingly sophisticated requirements of our
clients. If we fail to do so, we could lose clients to current or future
competitors which could result in decreased revenues, net income and earnings
per share. In addition, there could be a change in the general economic climate
which would result in a reduction in demand for our products and services.
Changes in legislative, regulatory, or consumer environments relating to
consumer privacy or information collection and use may affect our ability to
collect and use data.
There could be a material adverse impact on our direct marketing, data
sales, and AbiliTec business due to the enactment of legislation or industry
regulations, or simply a change in customs, arising from public concern over
consumer privacy issues. Restrictions could be placed upon the collection,
management, aggregation and use of information that is currently legally
available, in which case our cost of collecting some kinds of data might be
increased materially. It is also possible that we could be prohibited from
collecting or disseminating certain types of data, which could in turn
materially adversely affect our ability to meet our clients' requirements.
Data suppliers might withdraw data from us, leading to our inability to provide
products and services.
Much of the data that we use is either purchased or licensed from third
parties. We compile the remainder of the data that we use from public record
sources. We could suffer a material adverse effect if owners of the data we use
were to withdraw the data from us. Data providers could withdraw their data from
us if there is a competitive reason to do so or if legislation is passed
restricting the use of the data. If a substantial number of data providers were
to withdraw their data, our ability to provide products and services to our
clients could be materially adversely impacted which could result in decreased
revenues, net income and earnings per share.
Failure to attract and retain qualified personnel could adversely affect our
business.
In the current marketplace, competition for qualified technical, sales
and other personnel is intense, and we periodically are required to pay premium
wages to attract and retain personnel. There can be no assurance that we will be
able to continue to hire and retain sufficient qualified management, technical,
sales and other personnel necessary to conduct our operations successfully,
particularly if the planned growth occurs.
Short-term contracts affect the predictability of our revenues.
While approximately 66% of our total revenue is currently derived from
long-term client contracts (defined as contracts with initial terms of three
years or longer), the remainder is not. With respect to that portion of our
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business which is not under long-term contract, revenues are less predictable,
and we must engage in continual sales efforts to maintain revenue stability and
future growth.
Our operations outside the U.S. subject us to risks normally associated with
international operations.
We conduct business outside of the United States. During the last
fiscal year, we received approximately 6% of our revenues from business outside
the United States. As part of our growth strategy, we plan to continue to pursue
opportunities outside the U.S. Accordingly, our future operating results could
be negatively affected by a variety of factors, some of which are beyond our
control. These factors include regulatory, political or economic conditions in a
specific country or region, trade protection measures, and other regulatory
requirements. In order to successfully expand non-U.S. revenues in future
periods, we must continue to strengthen our foreign operations, hire additional
personnel and continue to identify and execute beneficial strategic alliances.
To the extent that we are unable to do these things in a timely manner, our
growth, if any, in non-U.S. revenues will be limited, and our operating results
could be materially adversely affected. Although foreign currency translation
gains and losses are not currently material to our consolidated financial
position, results of operations or cash flows, an increase in our foreign
revenues could subject us to foreign currency translation risks in the future.
Additional risks inherent in our non-U.S. business activities generally include,
among others, potentially longer accounts receivable payment cycles, the costs
of and difficulties in managing international operations, potentially adverse
tax consequences, and greater difficulty enforcing intellectual property rights.
Loss of data center capacity or interruption of telecommunication links could
adversely affect our business.
Our ability to protect our data centers against damage from fire, power
loss, telecommunications failure or other disasters is critical to our future.
The on-line services we provide are dependent on links to telecommunication
providers. We believe we have taken reasonable precautions to protect our data
centers and telecommunication links from events that could interrupt our
operations. Any damage to our data centers or any failure of our
telecommunications links that causes interruptions in our operations could
materially adversely affect our ability to meet our clients' requirements, which
could result in decreased revenues, net income, and earnings per share.
Failure to favorably negotiate or effectively integrate acquisitions could
adversely affect our business.
From time to time, our growth strategy has included growth through
acquisitions. While we believe we have been relatively successful in
implementing this strategy during previous years, there is no certainty that
future acquisitions will be consummated on acceptable terms or that any acquired
assets, data or businesses will be successfully integrated into our operations.
Our failure to identify appropriate acquisition candidates, to negotiate
favorable terms for future acquisitions, or to successfully integrate them into
our existing operations could result in decreased revenues, net income and
earnings per share.
Postal rate increases could lead to reduced volume of business.
The direct marketing industry has been negatively impacted from time to
time during past years by postal rate increases. Any future increases will, in
our opinion, force direct mailers to mail fewer pieces and to target their
prospects more carefully. This sort of response by direct mailers could
negatively affect us by decreasing the amount of processing services purchased
from us, which could result in lower revenues, net income and earnings per
share.
4
ACXIOM
Acxiom is a global leader in real-time, multi-channel customer data
integration in support of customer relationship management. We offer innovative
database management services, advanced data integration software and delivery
technologies, and premier data content, while also offering a broad range of
information technology outsourcing services. Acxiom enables businesses to
develop and deepen customer relationships by achieving a single view of
customers across the enterprise. Founded in 1969, Acxiom is based in Little
Rock, Arkansas, with operations throughout the United States and in the United
Kingdom, France, Spain and Australia.
Our products and services enable our clients to use information to
improve their business decision-making and effectively manage existing and
prospective customer relationships. We believe that we offer clients the most
technologically advanced, accurate and timely solutions available. Our solutions
are customized to the specific needs of our clients and the industries in which
they operate.
We target organizations that view data as a strategic competitive
advantage and an integral component of their business decision-making process.
Historically, our client base has primarily been Fortune 1000 companies in the
financial services, insurance, information services, direct marketing,
publishing, retail and telecommunications industries. More recently, our
industry focus has expanded to include the pharmaceuticals/healthcare,
e-commerce, Internet, utilities, automotive, high technology, packaged goods and
media/entertainment industries.
Our primary development initiatives over the past three years have been
AbiliTec, our customer data integration software using our patented technology,
and the Acxiom Data Network, our proprietary delivery vehicle for AbiliTec and
our InfoBase(R) data products. We believe that AbiliTec is the fastest, most
accurate customer data integration software available in the global marketplace
today. The Acxiom Data Network is a web-enabled technology that allows us to
cost effectively provide our clients with real-time desktop access to actionable
information over the Internet and via private networks. We expect that the ease
of use and low cost delivery of the Acxiom Data Network will allow us to extend
our scope of services in the existing markets we serve and, through channel
distribution partners, to expand our client base to include the middle market
and small office/home office companies seeking customer relationship management
solutions.
For a more detailed discussion of our business, including AbiliTec and
the Acxiom Data Network, see our Annual Report on Form 10-K for the fiscal year
ended March 31, 2000, and our subsequent periodic reports filed with the SEC
under the Securities Exchange Act of 1934. See "Where You Can Find More
Information About Acxiom" on page 8.
USE OF PROCEEDS BY ACXIOM
Acxiom will not receive any proceeds from the sale of shares by the
selling stockholders.
5
SELLING STOCKHOLDERS
We have agreed to register 275,862 shares of our common stock owned by
the twenty-one selling stockholders named in the table below. The selling
stockholders are former shareholders of Access Communication Systems, Inc.
("Access") and acquired their respective shares of our common stock from us
pursuant to an Agreement and Plan of Reorganization and Merger by and among
Access, Acxiom Target Acquisition Corporation and Acxiom as of August 18, 1999,
as amended on December 27, 2000 (the "Merger Agreement"). The registration of
the shares is required by the terms of a Registration Rights Agreement that was
attached as Exhibit 3(d) to the Merger Agreement.
The following table sets forth the name of each selling stockholder,
the number of shares of our common stock owned by each selling stockholder as of
February 14, 2001, the number of shares that may be offered under this
prospectus and the number of shares of our common stock owned by each selling
stockholder after this offering is completed. Except as set forth in the notes
to the table below, none of the selling stockholders has had a material
relationship with us within the past three years.] The number of shares in the
column "Number of Shares being Offered" represents all of the shares that each
selling stockholder may offer under this prospectus. The selling stockholders
may sell some, all or none of their shares.
Each of the selling stockholders holds [less than one percent] of our
outstanding common stock.
Number
Name of Shares
beneficially Number of Shares
owned prior Shares beneficially owned
to offering being Offered after offering
--------------------------------------------------------------------------
Julie Blomkvist Fosdick 1 4,319 2,069 2,250
Stan Czyzyk 1 1,834 1,034 800
Richard Davis 1 2,159 1,034 1,125
John De Martino 2 3,584 2,759 825
Debra Demidow 1 2,245 1,034 1,211
Mark De Revere 1 6,733 3,448 3,285
John DiNozzi 3 204,472 119,138 85,334
Susan Gati 4 2,159 1,034 1,125
Thomas Gurry 5 11,118 5,172 5,946
Jeanine Ingenito 6 5,759 2,759 3,000
Robert Ingenito 3 288,465 119,139 169,326
Cynthia Iuliano 1 4,319 2,069 2,250
Arthur Lipper 10,797 5,172 5,625
Janet Long 7 1,359 690 669
Anthony Maniaci 4,319 2,069 2,250
Joseph Mendicino 3,919 2,069 1,850
John Neesham 1 1,493 690 803
Ronald Palumberi 4,319 2,069 2,250
Robert Small 1 1,142 690 452
Stephen Stewart 1 1,115 690 425
Richard Villante 2,159 1,034 1,125
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* Footnotes to the table are located on the following page.
1 The selling stockholder became an employee of Acxiom on August 18, 1999 and
remains an employee of Acxiom as of the date of this filing.
2 John De Martino was employed by Acxiom from August 18, 1999 until September
6, 2000.
3 13,334 of these shares are held pursuant to non-qualified stock options
that are currently exercisable by the selling stockholder.
4 Susan Gati was employed by Acxiom from August 18, 1999 until October 1,
2000.
5 1,121 of these shares are held pursuant to non-qualified stock options that
are currently exercisable by the selling stockholder. Thomas Gurry is
currently employed by Acxiom as a business unit leader.
6 Jeanine Ingenito was employed by Acxiom from August 18, 1999 until October
15, 1999.
7 Janet Long was employed by Acxiom from August 18, 1999 until November 1,
2000.
6
PLAN OF DISTRIBUTION
We are registering these shares of our common stock on behalf of the
selling stockholders. The selling stockholders may offer or sell shares from
time to time in one or more of the following ways:
o through broker-dealers acting as principal or agent; whether in
ordinary brokerage transactions or transactions in which the
broker-dealer solicits purchasers;
o in block transactions, in which a broker-dealer may sell all or a
portion of the shares as agent but may position and resell all or a
portion of the block as principal to facilitate the transaction;
o in sales "at the market" to or through a market maker or into an
existing trading market, on an exchange or otherwise, for such shares;
o in private sales at negotiated prices; or
o by any other legally available means.
Sales of the shares will be made at market prices prevailing at the
time of sale or at negotiated prices. The shares of Acxiom common stock covered
by this prospectus may also be sold in private transactions under Section 4(1)
or Rule 144 of the Securities Act, rather than by use of this prospectus.
If necessary, this prospectus will be supplemented to show the specific
terms of a particular offering. These terms may include the following:
o number of shares involved in the offering;
o purchase price of the shares being offered;
o name of any underwriter, dealer or agent;
o compensation in the form of discounts, concessions or commissions
received by underwriters, dealers or agents; and
o all other required information.
To comply with applicable state securities laws, the shares of common
stock will be sold, if necessary, in such jurisdictions only through registered
or licensed brokers or dealers.
All expenses relating to the offer and sale of the shares of common
stock will be paid by us, with the exception of commissions, discounts and fees
of underwriters, broker-dealers or agents, taxes of any kind, and any legal,
accounting or other expenses incurred by the selling stockholders. Acxiom has
agreed to pay all expenses, including filing fees, relating to preparation of
7
the registration statement, and the fees of its attorneys and accountants. We
have also agreed to indemnify the selling stockholders against specified losses,
claims, damages, actions, liabilities, costs and expenses arising under the
securities laws.
LEGAL MATTERS
The validity of the shares of common stock offered hereby will be
passed upon for us by Kutak Rock LLP, Little Rock, Arkansas.
EXPERTS
The consolidated financial statements and schedules of Acxiom as of
March 31, 2000 and 1999, and for each of the years in the three-year period
ended March 31, 2000, have been incorporated by reference herein in reliance
upon the report of KPMG LLP, independent certified public accountants, which is
also incorporated by reference herein, and upon the authority of that firm as
experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION ABOUT ACXIOM
The SEC allows us to "incorporate by reference" information from
documents filed with them, which means that we can disclose important
information to you by referring you directly to those documents. The information
incorporated by reference is considered to be a part of this prospectus. In
addition, information we file with the SEC in the future will automatically
update and supersede information contained in this prospectus and any
accompanying prospectus supplement.
We incorporate by reference the documents listed below and any future
filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, 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:
(1) Our Annual Report on Form 10-K for the fiscal year ended March 31,
2000;
(2) Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2000;
(3) Our Current Report on Form 8-K dated July 19, 2000;
(4) Our Quarterly Report on Form 10-Q for the quarter ended September 30,
2000;
(5) The description of our 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
(6) The description of our 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.
8
We will provide you with free copies of any of these documents, without
exhibits, unless an exhibit is incorporated into the document by reference, if
you write us or call us at: Acxiom Corporation, P.O. Box 8180, 1 Information
Way, Little Rock, Arkansas, 72203-8180, Attention: Catherine Hughes, telephone
(501) 342-1320.
We are subject to the information requirements of the Securities
Exchange Act of 1934 and, in accordance with the act, file reports and other
information with the SEC. We have also filed a registration statement on Form
S-3 with the SEC relating to this offering of our common stock by the selling
stockholders. These reports, proxy statements, registration statement and other
information can be inspected and copied at the public reference room of the SEC
at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain
information on the operation of the public reference room by calling the SEC at
1-800-SEC-0330. Our filings with the SEC also are available to the public at the
SEC's web site: "http://www.sec.gov."
9
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses payable by Acxiom
in connection with the offering described in this registration statement.
Securities and Exchange
Commission registration fee $ 2,131.72
Legal fees 10,000.00
Accountants' fees 5,000.00
Miscellaneous expenses 1,000.00
---------
TOTAL $ 18,131.72
=========
Item 15. 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.
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 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
except that no indemnification shall be made for any claim as to which 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
II-1
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 16. Exhibits.
Number Description
4.1 Specimen Common Stock Certificate (previously filed as Exhibit
4.1 to the Registrant's Registration Statement on Form S-4 (No.
333-61639) filed August 17, 1998 and incorporated herein by
reference).
4.2 Rights Agreement, dated January 28, 1998 between Acxiom and First
Chicago Trust Company of New York, as Rights Agent (the "Rights
Agreement"), including the forms of Rights Certificate and of
Election to Exercise, included in Exhibit A to the Rights
Agreement, and the form of Certificate of Designation and Terms
of Participating Preferred Stock of the Registrant, included in
Exhibit B to the Rights Agreement (previously filed as Exhibit
4.1 to the Registrant's Current Report on Form 8-K dated February
10, 1998, Commission File No. 0-13163, and incorporated herein by
reference).
4.3 Amendment No. 1, dated as of May 26, 1998, to the Rights
Agreement (previously filed as Exhibit 4 to the Registrant's
Current Report on Form 8-K dated June 4, 1998, Commission File
No. 0-13163, and incorporated herein by reference).
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 17. 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-2
(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 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.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Acxiom
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 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 February 16, 2001.
ACXIOM CORPORATION
By: /s/ Catherine L. Hughes
--------------------------------------
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 February 16, 2001:
Signature Title
/s/ Caroline Rook * Financial Operations Leader
- ----------------------------------- (Principal Financial Officer and
(Caroline Rook) Principal Accounting Officer)
/s/ Dr. Ann H. Die * Director
- -----------------------------------
(Dr. Ann H. Die)
/s/ William T. Dillard II* Director
- -----------------------------------
(William T. Dillard II)
/s/ Harry C. Gambill * Director
- -----------------------------------
(Harry C. Gambill)
/s/ Rodger S. Kline * Director
- -----------------------------------
(Rodger S. Kline)
/s/ Thomas F. (Mack) McLarty, III* Director
- -----------------------------------
(Thomas F. (Mack) McLarty, III)
/s/ Charles D. Morgan * Company Leader
- ----------------------------------- (Principal Executive Officer)
(Charles D. Morgan)
/s/ Stephen M. Patterson* (Director)
- -----------------------------------
(Stephen M. Patterson)
II-5
/s/ James T. Womble * Director
- -----------------------------------
(James T. Womble)
*By: /s/ Catherine L. Hughes
----------------------------------------
(Catherine L. Hughes, Attorney-in-Fact)
II-6
INDEX TO EXHIBITS
Number Exhibit
4.1 Specimen Common Stock Certificate (previously filed as Exhibit
4.1 to the Registrant's Registration Statement on Form S-4 (No.
333-61639) filed August 17, 1998 and incorporated herein by
reference).
4.2 Rights Agreement, dated January 28, 1998 between Acxiom and First
Chicago Trust Company of New York, as Rights Agent (the "Rights
Agreement"), including the forms of Rights Certificate and of
Election to Exercise, included in Exhibit A to the Rights
Agreement, and the form of Certificate of Designation and Terms
of Participating Preferred Stock of the Registrant, included in
Exhibit B to the Rights Agreement (previously filed as Exhibit
4.1 to the Registrant's Current Report on Form 8-K dated February
10, 1998, Commission File No. 0-13163, and incorporated herein by
reference).
4.3 Amendment No. 1, dated as of May 26, 1998, to the Rights
Agreement (previously filed as Exhibit 4 to the Registrant's
Current Report on Form 8-K dated June 4, 1998, Commission File
No. 0-13163, and incorporated herein by reference).
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).
Exhibit 5.1
February 16, 2001
Acxiom Corporation
P. O. Box 8180, 1 Information Way
Little Rock, Arkansas 72203
Re: REGISTRATION ON FORM S-3 OF SHARES OF COMMON STOCK PAR VALUE $.10 PER
SHARE
Ladies and Gentlemen:
We are acting as counsel to Acxiom Corporation, a Delaware corporation
(the "Company") in connection with the filing by the Company of a Registration
Statement on Form S-3 (the "Registration Statement") under the Securities Act of
1933, as amended, for the registration of up to 275,862 shares (the "Shares") of
common stock, par value $.10 per share, of the Company on behalf of certain
selling shareholders.
In connection with this opinion, we have examined the Registration
Statement and related prospectus and such other 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 are legally and validly authorized and constitute validly issued,
fully paid, and nonassessable securities of the Company.
In rendering this opinion, we have (i) assumed and have not
independently verified (a) 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 (b) 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
The Board of Directors
Acxiom Corporation:
We consent to the use of our reports incorporated herein by reference and to the
reference of our firm under the heading "Experts" in the prospectus.
KPMG LLP
Dallas, Texas
February 16, 2001
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-3, 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 sale of up to
275,862 shares of common stock, $.10 par value, of Acxiom by certain selling
stockholders, 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 31st day of
December, 2000.
Signed: /s/ Dr. Ann H. Die
------------------------------------
Name: DR. ANN H. DIE
Signed: /s/ William T. Dillard II
------------------------------------
Name: WILLIAM T. DILLARD II
Signed: /s/ Harry C. Gambill
------------------------------------
Name HARRY C. GAMBILL
Signed: /s/ Rodger S. Kline
------------------------------------
Name: RODGER S. KLINE
Signed: /s/ Thomas F. (Mack) McLarty, III
------------------------------------
Name: THOMAS F. (MACK) McLARTY, III
Signed: /s/ Charles D. Morgan
------------------------------------
Name: CHARLES D. MORGAN
Signed: /s/ Stephen M. Patterson
------------------------------------
Name: STEPHEN M. PATTERSON
Signed: /s/ Caroline Rook
------------------------------------
Name: CAROLINE ROOK
Signed: /s/James T. Womble
------------------------------------
Name: JAMES T. WOMBLE