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Registration No. 333-40114
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective
Amendment No. 2
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) 2,000,000(2) $17.10 $ 34,200,000 $ 3,416.40(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 16, 2002.
INCORPORATION OF PREVIOUS REGISTRATION STATEMENT BY REFERENCE
The contents of the previous Registration Statement on Form S-8, Registration No. 333-40114, as amended by Post Effective
Amendment No. 1, Registration No. 333-68620, previously filed with the Securities and Exchange Commission by Acxiom Corporation
("Acxiom") are incorporated herein by this reference.
Our consolidated financial statements as of March 31, 2002 and 2001 and for the years then ended included in our annual
report on Form 10-K for the year ended March 31, 2002 and incorporated by reference into this registration statement have been
audited by Arthur Andersen LLP, independent certified public accountants, to the extent and for the periods indicated in their
report thereon. Such financial statements have been incorporated herein by reference in reliance upon the report of Arthur Andersen
LLP. Acxiom generally is required to obtain a current written consent from Arthur Andersen in order to include their audit reports
for the 2002 and 2001 financial statements in this registration statement. While Arthur Andersen provided a consent with respect to
these financial statements in connection with previous filings, Arthur Andersen informed us that due to its current status it was
not in a position to provide an updated consent required by the filing of an amendment to the registration statement. Therefore, in
reliance on the temporary relief provided by the SEC under Securities Act Rule 437(a), we have filed this amendment to the
registration statement without including an updated written consent of Arthur Andersen. Arthur Andersen's failure to deliver a
currently dated written consent will pose a limitation on your ability to sue Arthur Andersen under Section 11 of the Securities Act
of 1933 for material misstatements or omissions, if any, in the registration statement, including the 2002 and 2001 financial
statements covered by their reports. In addition, Arthur Andersen's conviction on June 15, 2002 of federal obstruction of justice
charges, and Arthur Andersen's subsequent notification to the SEC that Arthur Andersen will cease practicing before the SEC by
August 31, 2002, adversely affect the ability of Arthur Andersen to satisfy any claims arising from its provision of auditing and
other services to us, including claims that may arise out of Arthur Andersen's audit of our financial statements.
Our consolidated financial statements for the year ended March 31, 2000 included in our annual report on Form 10-K for the
year ended March 31, 2002 and incorporated by reference into this prospectus have been audited by KPMG LLP, independent certified
public accountants, to the extent and for the periods indicated in their report thereon. Such financial statements have been
incorporated herein by reference in reliance upon the report of KPMG LLP.
REGISTRATION OF ADDITIONAL SECURITIES
Acxiom has previously registered an aggregate 9,400,000 shares of its Common Stock, $0.10 par value, issuable under the 2000
Associate Stock Option Plan of Acxiom Corporation (the "Plan"). On August 7, 2002, the stockholders of Acxiom approved an amendment
to the Plan, increasing the number of shares of Common Stock issuable thereunder from 9,400,000 to 11,400,000. 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)
24.1 Powers of Attorney
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 23, 2002.
ACXIOM CORPORATION
By: /s/ Catherine L. Hughes
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Catherine L. Hughes
Secretary
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 23, 2002:
Signature Title
/s/ Wesley K. Clark* Director
- --------------------------------------
(Wesley K. Clark)
/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/ William J. Henderson* Director
- --------------------------------------
(William J. Henderson)
/s/ Rodger S. Kline* Director and Company Operations Leader
- --------------------------------------
(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/ Jefferson D. Stalnaker Company Financial Operations Leader
- -------------------------------------- (principal financial and accounting officer)
(Jefferson D. Stalnaker)
/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).
24.1 Powers of Attorney.
Exhibit 5.1
August 23, 2002
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 2,000,000 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 Delaware case law decided thereunder, 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 23.1
Consent of Kutak Rock LLP
(Included in the opinion in Exhibit 5.1)
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Acxiom Corporation:
We consent to the incorporation by reference in this Post Affective Amendment No. 2 to the Registration Statement on Form
S-8 of our report on the consolidated statements of operations, stockholders' equity and cash flows of Acxiom Corporation and
subsidiaries for the year ended March 31, 2000, which is incorporated by reference in the March 31, 2002 annual report on Form 10-K
of Acxiom Corporation.
/s/ KPMG LLP
Dallas, Texas
August 20, 2002
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 up to 2,000,000 shares of common stock, $.10 par value, of Acxiom to
be issued and delivered in accordance with the 2000 Associate Stock Option Plan of Acxiom Corporation (the "Plan"), 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 23rd day of May, 2002.
Signed: /s/ Wesley K. Clark
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Name: WELSEY K. CLARK
Signed: /s/ Ann Hayes Die
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Name: ANN HAYES 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/ William J. Henderson
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Name: WILLIAM J. HENDERSON
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