Registration No. 333- ___

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

(Exact name of Registrant as Specified in Its Charter)

 

 

P. O. Box 8180

1 Information Way

Little Rock, Arkansas 72203-8180

(Address of Principal Executive Offices)

 

2008 Nonqualified Equity Compensation Plan

(Full Title of the Plan)

 

 

Jerry C. Jones

Business Development / Legal Leader

Acxiom Corporation

1 Information Way

P.O. Box 8180

Little Rock, Arkansas 72203-8180

501-342-1000

(Name and Address of Agent for Service)

 

Copies of all correspondence to:

 

J. Allen Overby

Bass, Berry & Sims PLC

315 Deaderick Street, Suite 2700

Nashville, Tennessee 37238-3001

 

 

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CALCULATION OF REGISTRATION FEE

 

 

 

 

 

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PART I

 

 

 

* The documents containing the information specified in Part I of Form S-8 will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act of 1933 (the “Securities Act”). Such documents need not be filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

 

The following documents of the Registrant filed with the Commission are incorporated herein by reference:

 

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In addition, all documents subsequently filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold under this registration statement (other than Current Reports on Form 8-K containing Regulation FD Disclosure furnished under Item 7.01 or Results of Operations and Financial Condition disclosure furnished under Item 2.02 and exhibits relating to such disclosures, unless otherwise specifically stated in such Current Report on Form 8-K), shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

 

 

 

 

 

 

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 Certificate of Incorporation provides that, to the fullest extent permitted by the 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

 

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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 Certificate of Incorporation 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 the Employee Retirement Income Security Act of 1974, as amended.

 

 

 

 

 

 

 

 

 

 

 

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provided, however, that paragraphs (a) (1) (i) and (a) (1) (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

 

 

 

 

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section 13(d) of the Securities Exchange Act of 1934) 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.

 

 

 

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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 January 30, 2008.

 

 

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities indicated on January 30, 2008.

 

 

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INDEX TO EXHIBITS

 

 

 

 

 

January 30, 2008

 

Acxiom Corporation

P. O. Box 8180

1 Information Way

Little Rock, Arkansas 72203-8180

 

 

Ladies and Gentlemen:

 

We have acted as your counsel in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) relating to the 2008 Nonqualified Equity Compensation Plan of Acxiom Corporation (the “Plan”) filed by you with the Securities and Exchange Commission, covering an aggregate of 525,000 shares (the “Shares”) of common stock, $0.10 par value, issuable pursuant to the Plan.

 

In so acting, we have examined and relied upon such records, documents, and other instruments as in our judgment are necessary or appropriate in order to express the opinions hereinafter set forth and have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to the original documents of all documents submitted to us as certified or photostatic copies.

 

Based upon the foregoing, we are of the opinion that the Shares, when issued pursuant to and in accordance with the Plan, will be validly issued, fully paid, and non-assessable.

 

We hereby consent to the use of this opinion as an exhibit to the Registration Statement.

 

Very truly yours,

 

/s/ Bass, Berry & Sims PLC

 

 

 

Exhibit 23.2

 

 

Consent of Independent Registered Public Accounting Firm

 

 

The Board of Directors

 

Acxiom Corporation:

 

We consent to the use of our reports dated May 25, 2007, with respect to the consolidated balance sheets of Acxiom Corporation as of March 31, 2007 and 2006, and the related consolidated statements of operations, stockholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended March 31, 2007, management’s assessment of the effectiveness of internal control over financial reporting as of March 31, 2007, and the effectiveness of internal control over financial reporting as of March 31, 2007, incorporated herein by reference.

 

As discussed in Note 1 to the consolidated financial statements, during 2007, the Company adopted Statement of Financials Accounting Standards No. 123R, Share-Based Payments.

 

 

/s/ KPMG LLP

 

 

Dallas, Texas

January 29, 2008

 

 

 

Exhibit 24.1

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS: That the undersigned, a director or officer of Acxiom Corporation ("the Company”), acting pursuant to authorization of the Board of Directors of the Company, hereby appoints Catherine L. Hughes and Jerry C. Jones, 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 the Company, 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 525,000 shares of common stock, $.10 par value, of Acxiom to be issued and delivered in accordance with the 2008 Nonqualified Equity Compensation 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.

 

 

Signed:   /s/ William T. Dillard II 

 

Signed:   /s/ Michael J. Durham 

 

Signed:   /s/ Mary L. Good          

 

Signed:   /s/ Ann Die Hasselmo    

 

Signed:   /s/ William J. Henderson 

 

Signed:   /s/ Thomas F. McLarty, III         

 

Signed:   /s/ Stephen M. Patterson 

 

Signed:   /s/ Kevin M. Twomey    

 

Signed:   /s/ Jeffrey W. Ubben      

 

 

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Signed:   /s/ R. Halsey Wise 

 

Signed:   /s/ Charles D. Morgan 

 

Signed:   /s/Christopher W. Wolf 

Chief Financial Officer

(principal financial & accounting officer)