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Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective
Amendment No. 3
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)
-------------------------------------
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:
John P. Fletcher
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) 975,000(2) $ 15.585 $ 15,195,375 $ 1,230 (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
September 12, 2003.
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, and Post-Effective Amendment No. 2., Registration
No. 333-98613, previously filed with the Securities and Exchange Commission by Acxiom Corporation ("Acxiom") are
incorporated herein by this reference.
Our consolidated financial statements for the year ended March 31, 2003 included in our annual report on
Form 10-K for the year ended March 31, 2003 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.
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, 2003 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 has ceased practicing
before the Securities and Exchange Commission and is no longer 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
2
statement without including an updated written consent of Arthur Andersen. Because Arthur Andersen has not
delivered a currently dated written consent for the inclusion of their reports in this prospectus, you may not be
able to recover damages from 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 audited by Arthur Andersen.
REGISTRATION OF ADDITIONAL SECURITIES
Acxiom previously registered an aggregate 11,400,000 shares of its Common Stock, $0.10 par value,
issuable under the 2000 Associate Stock Option Plan of Acxiom Corporation (the "Plan"). On August 6, 2003, the
stockholders of Acxiom approved an amendment to the Plan, increasing the number of shares of Common Stock
issuable thereunder from 11,400,000 to 12,375,000. This Registration Statement is being filed pursuant to
General Instruction E to Form S-8 to register such additional shares issuable under the Plan.
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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
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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 September 18, 2003.
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 September 18, 2003:
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* Director and Division Leader
- ------------------------------------------
(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 Powers of Attorney
Exhibit 5.1
September 16, 2003
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 975,000 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 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Acxiom Corporation:
We consent to the incorporation by reference in this Post-Effective Amendment No. 3 to the Registration
Statement on Form S-8 of our report dated May 9, 2003, relating to the consolidated balance sheet of Acxiom
Corporation and subsidiaries as of March 31, 2003 and the related consolidated statements of operations,
stockholders' equity and comprehensive income, and cash flows for the year ended March 31, 2003, which is
included in the March 31, 2003 annual report on Form 10-K of Acxiom Corporation.
Our report refers to our audit of the adjustments that were applied to revise the 2002 and 2001
financial statements relating to reportable segments, as more fully described in Note 19 to the consolidated
financial statements. However, we were not engaged to audit, review, or apply any procedures to the 2002 and
2001 consolidated financial statements other than with respect to such adjustments.
/s/ KPMG LLP
Dallas, Texas
September 16, 2003
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 up to 975,000 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 21st day of May, 2003.
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/ Jefferson D. Stalnaker
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Name: JEFFERSON D. STALNAKER
Signed: /s/ James T. Womble
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Name: JAMES T. WOMBLE