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Registration No. 333-57470
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective
Amendment No. 1
to
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 the 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
Proposed Maximum Proposed Maximum
Amount Offering Price Aggregate
Title of Securities to be To Be Per Share Offering Price Amount of
Registered Registered Registration Fee
Common Stock,
$.10 Par Value(1) 2,900,000(2) $12.74 $36,946,000 $9,236.50(3)
(1) Preferred Stock Purchase Rights of Acxiom Corporation ("Acxiom") are attached to and trade with
the Acxiom Common Stock.
(2) 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.
(3) 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 Nasdaq on
August 23, 2001.
INCORPORATION OF PREVIOUS REGISTRATION STATEMENT BY REFERENCE
The contents of the previous Registration Statement on Form S-8, Registration No. 333-57470, previously
filed with the Securities and Exchange Commission by Acxiom Corporation ("Acxiom") are incorporated herein by
this reference.
REGISTRATION OF ADDITIONAL SECURITIES
Acxiom has previously registered an aggregate 6,500,000 shares of its Common Stock, $0.10 par value,
issuable under the 2000 Associate Stock Option Plan of Acxiom Corporation (the "Plan"). On August 8, 2001, the
stockholders of Acxiom approved an amendment to the Plan, increasing the number of shares of Common Stock
issuable thereunder from 6,500,000 to 9,400,000. This Registration Statement is being filed pursuant to General
Instruction E to Form S-8 to register such additional shares issuable under the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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).
23.3 Consent of Arthur Andersen LLP (filed herewith).
24.1 Powers of Attorney*.
* Previously filed.
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 August 29, 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 August 29, 2001:
Signature Title
/s/ Dr. Ann Hayes Die Director
- --------------------------------------
(Dr. Ann Hayes Die)
/s/ William T. Dillard II Director
- --------------------------------------
(William T. Dillard II)
/s/ Harry C. Gambill Director
- --------------------------------------
(Harry C. Gambill)
/s/ Rodger S. Kline Director and Company Operations Leader
- -------------------------------------- (Principal Financial Officer)
(Rodger S. Kline)
/s/ Thomas F. (Mack) McLarty, III Director
- --------------------------------------
(Thomas F. (Mack) McLarty, III)
/s/ Charles D. Morgan Chairman of the Board and Company Leader
- -------------------------------------- (Principal Executive Officer)
(Charles D. Morgan)
/s/ Stephen M. Patterson Director
- --------------------------------------
(Stephen M. Patterson)
/s/ Caroline Rook Financial Operations Leader
- -------------------------------------- (Principal Accounting Officer)
(Caroline Rook)
/s/ James T. Womble
- --------------------------------------
(James T. Womble) Director and Division Leader
*By: /s/ Catherine L. Hughes
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(Catherine L. Hughes, Attorney-in-Fact)
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).
23.3 Consent of Arthur Andersen LLP (filed herewith).
24.1 Powers of Attorney*.
* Previously filed
Exhibit 5.1
August 29, 2001
Acxiom Corporation
1 Information Way
P. O. Box 8180
Little Rock, Arkansas 72203 - 8180
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 2,900,000 additional 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 of
Acxiom Corporation:
We consent to the incorporation by reference in the registration statement on Form S-8 of Acxiom
Corporation of our reports dated May 2, 2000, relating to the consolidated balance sheets of Acxiom
Corporation and subsidiaries as of March 31, 2000, and the related consolidated statements of
operations, stockholders' equity and cash flows and financial statement schedule for each of the
years in the two-year period ended March 31, 2000, which reports appear in the March 31, 2001
annual report on Form 10-K of Acxiom Corporation.
/s/ KPMG LLP
Dallas Texas
August 29, 2001
Exhibit 23.3
CONSENT OF ARTHUR ANDERSEN LLP
Independent Auditors' Consent
To the Board of Directors of
Acxiom Corporation:
As independent public accountants, we hereby consent to the incorporation by reference in this registration
statement of our report dated May 11, 2001 incorporated by reference in Acxiom Corporation's Form 10-K for the
year ended March 31, 2001 and to all references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Little Rock, Arkansas
August 29, 2001