As filed with the Securities and Exchange Commission on November 19, 1999
Registration No. 333-________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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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 No.)
P.O. BOX 8180, 1 INFORMATION WAY, LITTLE ROCK, ARKANSAS 72203
(Address of principal executive offices) (Zip Code)
(501) 342-1000
(Registrant's telephone number, including area code)
Amended and Restated Key Associate
Stock Option Plan of
Acxiom Corporation
(Full title of the plan)
Charles D. Morgan
Chairman of the Board and President
(Company Leader)
Acxiom Corporation
P.O. Box 8180, 1 Information Way
Little Rock, Arkansas 72203
501-342-1000
(Name, address and telephone number, including
area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maxi- Proposed Maxi- Amount of
Securities to be mum Offering mum Aggregate Registration
to be Registered Registered Price Per Unit Offering Price Fee
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Common Stock,
(par value $.10) 10,147,136(1)(2) (2) (2) (2)
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(1) The Registration Statement also includes an indeterminable number of
additional shares that may become issuable pursuant to the anti-dilution
adjustment provisions of the Plan.
(2) 4,000,000 shares are being transferred to this registration statement from
Registration Statement No. 33-37610, filed November 5, 1990. The Company
previously paid a filing fee of $2,800.00 in connection with the
transferred shares. Such shares were de-registered from No. 33-37610 by a
post-effective amendment. Additionally, 6,147,136 shares are being carried
forward from Registration Statement No. 33-42351, filed August 23, 1991,
the contents of which are incorporated herein by reference. The Company
previously paid filing fees in the aggregate amount of $2,362.50 in
connection with these carried forward shares.
----------------------
The contents of Registration Statement No. 33-42351, filed August 23, 1991, are
incorporated herein by reference.
PART II
Item 8. Exhibits.
Number Description
5 Opinion and Consent of Friday, Eldredge & Clark.
23.1 Consent of Friday, Eldredge & Clark (included in
Exhibit 5 to this Registration Statement).
23.2 Consent of KPMG LLP.
23.3 Consent of PricewaterhouseCoopers LLP.
24 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 the 19th day of
November, 1999.
ACXIOM CORPORATION
/s/ Catherine L. Hughes
-----------------------------------
Catherine L. Hughes
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 19th day of November, 1999.
/s/ Robert S. Bloom* Chief Financial Officer
- --------------------------------- (Principal accounting officer)
Robert S. Bloom
/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* Chief Operating Officer,
- --------------------------------- Treasurer and Director
Rodger S. Kline (Principal financial officer)
/s/ Charles D. Morgan* Chairman of the Board and President
- --------------------------------- (Company Leader)(Principal executive
Charles D. Morgan officer)
/s/ Robert A. Pritzker* Director
- ---------------------------------
Robert A. Pritzker
/s/ James T. Womble* Division Leader and Director
- ---------------------------------
James T. Womble
*By: /s/ Catherine L. Hughes
- ---------------------------------
Catherine L. Hughes
Attorney-in-Fact
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------- -------
5 Opinion and Consent of Friday, Eldredge & Clark.
23.1 Consent of Friday, Eldredge & Clark (included in
Exhibit 5 to this Registration Statement).
23.2 Consent of KPMG LLP.
23.3 Consent of PricewaterhouseCoopers LLP.
24 Powers of Attorney.
EXHIBIT 23.1
November 15, 1999
Acxiom Corporation
P.O. Box 8180
1 Information Way
Little Rock, AR 72203
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") filed with the Securities and Exchange Commission on or about the
date hereof by Acxiom Corporation (the "Company") for registration under the
Securities Act of 1933, as amended (the "Act"), of 10,147,136 shares of the
Company's common stock, $.10 par value per share (the "Shares"), to be offered
in connection with the Company's Amended and Restated Key Associate Stock Option
Plan (the "Plan").
It is our opinion that all action necessary to register the Shares
under the Act will have been taken when:
a. The Registration Statement shall have become effective in accordance
with the applicable provisions of the Act; and
b. Appropriate action shall have been taken by the Board of Directors
of the Company for the purpose of authorizing the registration of the Shares.
It is our further opinion that the Shares will be, upon issuance
against receipt of the purchase price therefore (as defined in the Plan),
validly authorized, validly issued, fully paid and non-assessable. This opinion
does not pass upon the matter of compliance with "Blue Sky" laws or similar laws
relating to the sale or distribution of the Shares.
We are members of the Arkansas Bar and express no opinion herein as to
the laws of any other State except for our opinion as to the validity of the
Shares under the Delaware General Corporation Law.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement, as it may be amended, and consent to such references to
our firm as are made therein.
Very truly yours,
/s/ FRIDAY, ELDREDGE & CLARK, LLP
FRIDAY, ELDREDGE & CLARK, LLP
PBB/bb
EXHIBIT 23.2
Independent Auditors' Consent
To the Board of Directors
Acxiom Corporation:
We consent to incorporation by reference in the registration statement on Form
S-8 filed herewith of Acxiom Corporation of our report dated May 28, 1999,
relating to the consolidated balance sheets of Acxiom Corporation and
subsidiaries as of March 31, 1999 and 1998, and the related consolidated
statements of operations, stockholders' equity and cash flows for each of the
years in the three-year period ended March 31, 1999, which is incorporated by
reference in the March 31, 1999 annual report on Form 10-K of Acxiom
Corporation. We also consent to incorporation by reference in the above-
mentioned registration statement of our report dated May 28, 1999, relating to
the consolidated financial statement schedule, which report appears in the March
31, 1999 annual report on Form 10-K of Acxiom Corporation.
KPMG LLP
/s/ KPMG LLP
Little Rock, Arkansas
November 15, 1999
EXHIBIT 23.2
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Acxiom Corporation of our report dated November 1, 1996
which appears in the Annual Report on Form 10-K of Acxiom Corporation for the
year ended March 31, 1999, relating to the consolidated statements of
operations, of stockholders' equity and of cash flows of May & Speh, Inc. for
the year ended September 30, 1996 (not presented separately therein).
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Chicago, Illinois
November 15, 1999
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer of Acxiom
Corporation, a Delaware corporation (the "Company"), does hereby constitute and
appoint Catherine L. Hughes as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him and in his name,
place and stead, in his capacity as the principal accounting officer of the
Company, to sign the Company's Registration Statement on Form S-8 relating to
the Amended and Restated Key Associate Stock Option Plan of Acxiom Corporation
and its Subsidiaries, together with any amendments thereto, and to file the
same, together with any exhibits and all other documents related thereto, with
the Securities and Exchange Commission, granting to said attorney-in-fact and
agent, full power and authority to do and perform each and any act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as the undersigned might or could do in person, duly
ratifying and confirming all that said attorney-in-fact and agent may lawfully
do or cause to be done by virtue of the power herein granted.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
date.
Signature:
/s/ Robert S. Bloom
- -------------------------------
Robert S. Bloom
Date: January 19, 1999
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Acxiom
Corporation, a Delaware corporation (the "Company"), does hereby constitute and
appoint Catherine L. Hughes as her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for her and in her name,
place and stead, in her capacity as a director of the Company, to sign the
Company's Registration Statement on Form S-8 relating to the Amended and
Restated Key Associate Stock Option Plan of Acxiom Corporation and its
Subsidiaries, together with any amendments thereto, and to file the same,
together with any exhibits and all other documents related thereto, with the
Securities and Exchange Commission, granting to said attorney-in-fact and agent,
full power and authority to do and perform each and any act and thing requisite
and necessary to be done in connection therewith, as fully to all intents and
purposes as the undersigned might or could do in person, duly ratifying and
confirming all that said attorney-in-fact and agent may lawfully do or cause to
be done by virtue of the power herein granted.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand this
date.
Signature:
/s/ Dr. Ann H. Die
- -------------------------------
Dr. Ann H. Die
Date: November 9, 1998
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Acxiom
Corporation, a Delaware corporation (the "Company"), does hereby constitute and
appoint Catherine L. Hughes as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him and in his name,
place and stead, in his capacity as a director of the Company, to sign the
Company's Registration Statement on Form S-8 relating to the Amended and
Restated Key Associate Stock Option Plan of Acxiom Corporation and its
Subsidiaries, together with any amendments thereto, and to file the same,
together with any exhibits and all other documents related thereto, with the
Securities and Exchange Commission, granting to said attorney-in-fact and agent,
full power and authority to do and perform each and any act and thing requisite
and necessary to be done in connection therewith, as fully to all intents and
purposes as the undersigned might or could do in person, duly ratifying and
confirming all that said attorney-in-fact and agent may lawfully do or cause to
be done by virtue of the power herein granted.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
date.
Signature:
/s/ William T. Dillard II
- -------------------------------
William T. Dillard II
Date: November 9, 1998
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Acxiom
Corporation, a Delaware corporation (the "Company"), does hereby constitute and
appoint Catherine L. Hughes as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him and in his name,
place and stead, in his capacity as a director of the Company, to sign the
Company's Registration Statement on Form S-8 relating to the Amended and
Restated Key Associate Stock Option Plan of Acxiom Corporation and its
Subsidiaries, together with any amendments thereto, and to file the same,
together with any exhibits and all other documents related thereto, with the
Securities and Exchange Commission, granting to said attorney-in-fact and agent,
full power and authority to do and perform each and any act and thing requisite
and necessary to be done in connection therewith, as fully to all intents and
purposes as the undersigned might or could do in person, duly ratifying and
confirming all that said attorney-in-fact and agent may lawfully do or cause to
be done by virtue of the power herein granted.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
date.
Signature:
/s/ Harry C. Gambill
- -------------------------------
Harry C. Gambill
Date: November 12, 1998
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and
officer of Acxiom Corporation, a Delaware corporation (the "Company"), does
hereby constitute and appoint Catherine L. Hughes as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him and in his name, place and stead, in his capacity as a director and
principal financial officer of the Company, to sign the Company's Registration
Statement on Form S-8 relating to the Amended and Restated Key Associate Stock
Option Plan of Acxiom Corporation and its Subsidiaries, together with any
amendments thereto, and to file the same, together with any exhibits and all
other documents related thereto, with the Securities and Exchange Commission,
granting to said attorney-in-fact and agent, full power and authority to do and
perform each and any act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as the undersigned
might or could do in person, duly ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue of the
power herein granted.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
date.
Signature:
/s/ Rodger S. Kline
- -------------------------------
Rodger S. Kline
Date: January 26, 1999
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and
officer of Acxiom Corporation, a Delaware corporation (the "Company"), does
hereby constitute and appoint Catherine L. Hughes as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him and in his name, place and stead, in his capacity as a director and
principal executive officer of the Company, to sign the Company's Registration
Statement on Form S-8 relating to the Amended and Restated Key Associate Stock
Option Plan of Acxiom Corporation and its Subsidiaries, together with any
amendments thereto, and to file the same, together with any exhibits and all
other documents related thereto, with the Securities and Exchange Commission,
granting to said attorney-in-fact and agent, full power and authority to do and
perform each and any act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as the undersigned
might or could do in person, duly ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue of the
power herein granted.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
date.
Signature:
/s/ Charles D. Morgan
- -------------------------------
Charles D. Morgan
Date: January 19, 1999
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Acxiom
Corporation, a Delaware corporation (the "Company"), does hereby constitute and
appoint Catherine L. Hughes as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him and in his name,
place and stead, in his capacity as a director of the Company, to sign the
Company's Registration Statement on Form S-8 relating to the Amended and
Restated Key Associate Stock Option Plan of Acxiom Corporation and its
Subsidiaries, together with any amendments thereto, and to file the same,
together with any exhibits and all other documents related thereto, with the
Securities and Exchange Commission, granting to said attorney-in-fact and agent,
full power and authority to do and perform each and any act and thing requisite
and necessary to be done in connection therewith, as fully to all intents and
purposes as the undersigned might or could do in person, duly ratifying and
confirming all that said attorney-in-fact and agent may lawfully do or cause to
be done by virtue of the power herein granted.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
date.
Signature:
/s/ Robert A. Pritzker
- -------------------------------
Robert A. Pritzker
Date: November 11, 1998
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and
officer of Acxiom Corporation, a Delaware corporation (the "Company"), does
hereby constitute and appoint Catherine L. Hughes as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him and in his name, place and stead, in his capacity as a director and
officer of the Company, to sign the Company's Registration Statement on Form S-8
relating to the Amended and Restated Key Associate Stock Option Plan of Acxiom
Corporation and its Subsidiaries, together with any amendments thereto, and to
file the same, together with any exhibits and all other documents related
thereto, with the Securities and Exchange Commission, granting to said
attorney-in-fact and agent, full power and authority to do and perform each and
any act and thing requisite and necessary to be done in connection therewith, as
fully to all intents and purposes as the undersigned might or could do in
person, duly ratifying and confirming all that said attorney-in-fact and agent
may lawfully do or cause to be done by virtue of the power herein granted.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
date.
Signature:
/s/ James T. Womble
- -------------------------------
James T. Womble
Date: January 25, 1999