Acxiom S-8 Registration Statement - DIGI
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
P. O. Box 8180, 1 Information Way
Delaware Little Rock, Arkansas 72203-8180 71-0581897
(State of Incorporation) (Address of principal executive offices, including zip code) (IRS Employer Identification Number)
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DIGITAL IMPACT, INC. 1998 STOCK PLAN
DIGITAL IMPACT, INC. 1999 DIRECTOR EQUITY PLAN
MINESHARE, INC. 1997 STOCK PLAN
MARKETLEAP.COM, INC. 2000 LONG-TERM INCENTIVE PLAN
(Full title of the plans)
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Jerry C. Jones
Business Development and Legal Leader
Acxiom Corporation
P. O. Box 8180, 1 Information Way
Little Rock, Arkansas 72203-8180
(501) 342-1000
(Name, address and telephone number of agent for service)
Goodloe Partee
Kutak Rock LLP
425 West Capitol Avenue
Suite 1100
Little Rock, Arkansas 72201
(501) 975-3000
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum Amount of
Title of Securities to be Registered (1) Amount to be Offering Price Aggregate Registration
Registered (2) Per Share (3) Offering Price Fee
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Common Stock, $0.10 par value (4) 860,062 $16.58 $14,259,827 $1,678.38
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(1) Preferred Stock Purchase Rights of Acxiom Corporation ("Acxiom") are attached to and trade with Acxiom Common Stock.
(2) Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement shall also cover any additional shares
of Acxiom's Common Stock which become issuable under the Digital Impact, Inc. 1998 Stock Plan, the Digital Impact, Inc.
1999 Director Equity Plan, the Mineshare, Inc. 1997 Stock Plan and the Marketleap.com, Inc. 2000 Long-Term Incentive
Plan (collectively, the "Plans") by reason of a stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration which results in the increase in the number of the
outstanding shares of Acxiom Common Stock.
(3) Estimated in accordance with Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of
calculating the registration fee based on the price of $16.58 per share, which was the average of the high and low price
per share of Acxiom Common Stock as reported on the Nasdaq National Market on May 12, 2005.
(4) Pursuant to the Agreement and Plan of Merger dated March 25, 2005, all outstanding options under the Plans were assumed by
Acxiom and converted into options to purchase Acxiom Common Stock.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing information specified by Part I of this Form S-8 Registration Statement (the "Registration
Statement") have been or will be sent or given to participants in the plans listed on the cover of the Registration Statement (the
"Plans") as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as
amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Information Incorporated by Reference.
We hereby incorporate by reference into this Registration Statement the following documents and information previously
filed with the Securities and Exchange Commission:
(a) Our Annual Report on Form 10-K for the fiscal year ended March 31, 2004 filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), which contains audited financial statements for
our latest fiscal year for which such statements have been filed.
(b) Our Quarterly Report on Form 10-Q for the quarter ending June 30, 2004.
(c) Our Quarterly Report on Form 10-Q for the quarter ending September 30, 2004.
(d) Our Quarterly Report on Form 10-Q for the quarter ending December 31, 2004.
(e) The description of our capital stock contained in the registration statement on Form 8-A of CCX Network, Inc.,
which is now known as Acxiom Corporation, dated February 4, 1985, and any amendments or updates to that form.
(f) The description of our preferred stock purchase rights contained in the registration statement on Form 8-A dated
January 28, 1998, as amended by Form 8-A/A dated June 4, 1998.
(g) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
covered by the our Annual Report on Form 10-K referred to in (a) above.
All documents subsequently filed by the Acxiom pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after
the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be part hereof from the date of filing such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
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 and/or Bylaws (collectively, the "Charter") provide that, to the fullest extent
permitted by 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 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 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 except that no indemnification
shall be made for any claim as to which 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 Charter 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 ERISA.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number
4.1 Specimen Common Stock Certificate (previously filed as Exhibit 4.1 to the Registrant's Registration
Statement on Form S-4 (No. 333-61639) filed August 17, 1998 and incorporated herein by reference).
4.2 Rights Agreement, dated January 28, 1998 between Acxiom and First Chicago Trust Company of New York, as
Rights Agent (the "Rights Agreement"), including the forms of Rights Certificate and of Election to
Exercise, included in Exhibit A to the Rights Agreement, and the form of Certificate of Designation and
Terms of Participating Preferred Stock of the Registrant, included in Exhibit B to the Rights Agreement
(previously filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K dated February 10,
1998, Commission File No. 0-13163, and incorporated herein by reference).
4.3 Amendment No. 1, dated as of May 26, 1998, to the Rights Agreement (previously filed as Exhibit 4 to the
Registrant's Current Report on Form 8-K dated June 4, 1998, Commission File No. 0-13163, and incorporated
herein by reference).
5.1 Opinion of Kutak Rock LLP as to the legality of the shares being registered
23.1 Consent of KPMG LLP
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see signature page)
99.1 (1) Digital Impact, Inc. 1998 Stock Plan
99.2 Digital Impact, Inc. 1999 Director Equity Plan
99.3 (2) Mineshare, Inc. 1997 Stock Plan
99.4 (3) Marketleap.com, Inc. 2000 Long-Term Incentive Plan
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(1) Incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8 (SEC File No. 333-67686),
filed by Digital Impact, Inc. with the Securities and Exchange Commission on August 16, 2001.
(2) Incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8 (SEC File No. 333-43714),
filed by Digital Impact, Inc. with the Securities and Exchange Commission on August 14, 2000.
(3) Incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8 (SEC File No. 333-117608),
filed by Digital Impact, Inc. with the Securities and Exchange Commission on July 23, 2004.
Item 9. Undertakings.
(a) The undersigned registrant (the "Registrant") hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this
Registration Statement
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the
"Securities Act"),
(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was registered) and any deviation from the
low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement; and
(iii) to include any material information with respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) above do not apply if the registration
statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment
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.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the undersigned registrant has
been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 May 13,
2005.
ACXIOM CORPORATION
By: /s/ Catherine L. Hughes
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Catherine L. Hughes
Secretary
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 Jerry C. Jones, or
either 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 the shares of common stock, $.10 par value, of Acxiom
to be issued and delivered in accordance with the Digital Impact, Inc. 1998 Stock Plan, the Digital Impact, Inc. 1999 Director
Equity Plan, the Mineshare, Inc. 1997 Stock Plan, the Marketleap.com, Inc. 2000 Long-Term Incentive Plan, and any other equity
compensation plans of Digital Impact, Inc. requiring registration (as the same may be amended from time to time, the "Plans"), 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.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the
following persons in the capacities indicated on May 13, 2005.
Signature Title
/s/ William T. Dillard II Director
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William T. Dillard II
/s/ Harry C. Gambill Director
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Harry C. Gambill
/s/ Mary L. Good Director
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Mary L. Good
/s/ Ann Die Hasselmo Director
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Ann Die Hasselmo
/s/ William J. Henderson Director
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William J. Henderson
/s/ Rodger S. Kline Director and Chief Finance and Administration Leader
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Rodger S. Kline
/s/ Thomas F. (Mack) McLarty, III Director
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Thomas F. (Mack) McLarty, III
/s/ Charles D. Morgan Chairman of the Board and Company Leader
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Charles D. Morgan
/s/ Stephen M. Patterson Director
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Stephen M. Patterson
/s/ James T. Womble Director and Global Development Leader
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James T. Womble
INDEX TO EXHIBITS
Exhibit
Number
4.1 Specimen Common Stock Certificate (previously filed as Exhibit 4.1 to the Registrant's Registration
Statement on Form S-4 (No. 333-61639) filed August 17, 1998 and incorporated herein by reference).
4.2 Rights Agreement, dated January 28, 1998 between Acxiom and First Chicago Trust Company of New York, as
Rights Agent (the "Rights Agreement"), including the forms of Rights Certificate and of Election to
Exercise, included in Exhibit A to the Rights Agreement, and the form of Certificate of Designation and
Terms of Participating Preferred Stock of the Registrant, included in Exhibit B to the Rights Agreement
(previously filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K dated February 10, 1998,
Commission File No. 0-13163, and incorporated herein by reference).
4.3 Amendment No. 1, dated as of May 26, 1998, to the Rights Agreement (previously filed as Exhibit 4 to the
Registrant's Current Report on Form 8-K dated June 4, 1998, Commission File No. 0-13163, and incorporated
herein by reference).
5.1 Opinion of Kutak Rock LLP as to the legality of the shares being registered
23.1 Consent of KPMG LLP
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see signature page)
99.1 (1) Digital Impact, Inc. 1998 Stock Plan
99.2 Digital Impact, Inc. 1999 Director Equity Plan
99.3 (2) Mineshare, Inc. 1997 Stock Plan
99.4 (3) Marketleap.com, Inc. 2000 Long-Term Incentive Plan
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(1) Incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8 (SEC File No. 333-67686), filed
by Digital Impact, Inc. with the Securities and Exchange Commission on August 16, 2001.
(2) Incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8 (SEC File No. 333-43714), filed
by Digital Impact, Inc. with the Securities and Exchange Commission on August 14, 2000.
(3) Incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-8 (SEC File No.333-117608), filed
by Digital Impact, Inc. with the Securities and Exchange Commission on July 23, 2004.