Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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ACXIOM CORPORATION
(Exact name of registrant as specified in charter)
Delaware 71-0581897
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
P.O. Box 2000
301 Industrial Boulevard
Conway, Arkansas 72033-2000
(501) 336-1000
(Address, including zip code and telephone number,
including area code, of registrant's principal
executive offices)
Catherine L. Hughes John Clayton Randolph
Acxiom Corporation Friday, Eldredge & Clark
P.O. Box 2000 400 West Capitol, Suite 2000
301 Industrial Boulevard Little Rock, Arkansas 72201
Conway, Arkansas 72033-2000 (501) 370-1559
(501) 336-1000
Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Chris Bertics Charles E. Gerber
Cooley Godward Castro Huddleson Neal, Gerber & Eisenberg
& Tatum Two North LaSalle Street
4365 Executive Drive, 12th Floor Suite 2000
San Diego, California 92121 Chicago, Illinois 60602
(619) 550-6040 (312) 269-8050
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Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
Registration Statement as determined by market conditions.
<PAGE>
[S-3 Cover Page Continued]
If the only securities being registered on this form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box.
[ ]
If any of the securities being registered on this form are
to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, as amended, other
than securities offered only in connection with dividend or
interest reinvestment plans, check the following box.
[ X ]
If this form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities
Act, please check the following box and list the Securities
Act registration statement number of the earlier effective
registration statement for the same offering.
[ ]
If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement
number of the earlier effective registration statement for
the same offering.
[ ]
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box.
[ ]
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum Amount
Title of Amount Offering Aggregate of
Securities to to be Price Per Offering Registra-
be Registered Registered Unit(1) Price(1) tion Fee
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Common Stock
($0.10 Par
Value) . . . . 2,442,571 $28.625 $69,918,594.87 $24,109.86
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(1) Calculated pursuant to Rule 457(c) on the basis of the
average of the high and low reported sales prices on the
Nasdaq National Market on October 10, 1995.
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<PAGE>
The registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its
effective date until the registrant shall file a further
amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(a), may
determine.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE
SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS
TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN
ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION
October 16, 1995
2,442,571 SHARES
ACXIOM CORPORATION
COMMON STOCK
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The 2,442,571 shares of Common Stock being offered
hereby (the "Shares") are being sold by the Selling
Shareholders. See "Selling Shareholders." The Company will
not receive any of the proceeds from the sale of the Shares
being sold by the Selling Shareholders. The Shares will be
offered by the Selling Shareholders directly in negotiated
transactions or otherwise at market prices prevailing at the
time of the sale, at prices related to such prevailing
market prices or at prices otherwise negotiated. The
accompanying prospectus supplement sets forth the offering
price and any other terms in connection with the offering
and sale of the Shares.
Prices for the Common Stock of the Company are quoted
on the Nasdaq National Market under the symbol "ACXM." On
October 13, 1995, the last reported sale price of the Common
Stock quoted on the Nasdaq National Market was $30.75.
<PAGE>
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is , 1995.
[Inside Cover Page]
No person has been authorized in connection with the
offering made hereby to give any information or to make any
representation not contained in this Prospectus, and, if
given or made, such information or representation must not
be relied upon as having been authorized by the Company or
the Selling Shareholders. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to
buy any of the securities offered hereby to any person or by
anyone in any jurisdiction in which it is unlawful to make
such offer or solicitation. Neither the delivery of this
Prospectus at any time nor any sale made hereunder shall,
under any circumstances, create any implication that the
information herein is correct as of any date subsequent to
the date hereof.
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AVAILABLE INFORMATION
Acxiom Corporation (the "Company") is subject to the
informational requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the
Securities and Exchange Commission (the "Commission").
Reports, proxy statements and other information concerning
the Company may be inspected and copied at the public
reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the following Regional Offices of the Commission: Chicago
Regional Office, Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511, and New York
Regional Office, 7 World Trade Center, Suite 1300, New York,
New York 10048. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
<PAGE>
The Company has filed with the Commission a
Registration Statement on Form S-3 (herein, together with
all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933,
as amended. This Prospectus does not contain all the
information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information,
reference is hereby made to the Registration Statement.
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[Inside Cover Page Continued]
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company with the
Commission (File No. 0-13163), are hereby incorporated in
this Prospectus by reference:
(i) Annual Report on Form 10-K for the fiscal year
ended March 31, 1995 (as amended by a Form 10-K/A filed
October 12, 1995);
(ii) Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995;
(iii) Current Reports on Form 8-K dated August 25, 1995
and September 27, 1995;
(iv) Report on Form 10-C filed August 30, 1995;
All other documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to
termination of the offering of the Shares shall be deemed to
be incorporated by reference and to be a part of this
Prospectus from the date of filing of such document. Any
statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be
modified or superseded for the purpose of this Prospectus 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
statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person
to whom a copy of this Prospectus is delivered, upon the
request of any such person, a copy of any or all of the
documents incorporated herein by reference, other than the
exhibits to such information (unless such exhibits are
specifically incorporated by reference in such documents).
Requests should be directed to Acxiom Corporation, P.O. Box
2000, 301 Industrial Boulevard, Conway, Arkansas 72033-2000,
Attention: Catherine L. Hughes, telephone (501) 336-1000.
<PAGE>
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THE COMPANY
The Company's traditional business is the provision of
data processing and related computer-based services and
software products to direct marketing organizations and to
the marketing departments of large corporations in the
United States and the United Kingdom. Since its inception in
1969, the Company has evolved into what management believes,
based upon its knowledge of the industry, is a leading
provider of computer-based services to the direct marketing
industry. The Company offers a broad range of services to
direct marketers and to other businesses which utilize
direct marketing techniques such as mail order, catalog
sales and prospect generation. The Company assists its
customers with the marketing process, from planning and
project design, to list cleaning, list enhancement and list
production, to database creation and management, to
fulfillment and consumer response analysis.
The Company also offers outsourcing/facilities
management and information management services whereby the
Company manages the data processing and information systems
functions for its customers. Such customers and prospects
include traditional direct marketing companies as well as
companies which are not in the direct marketing industry. In
addition, the Company provides software to the publishing
industry. Management anticipates that the
outsourcing/facilities management services will continue to
expand during the foreseeable future, and that such services
will increasingly generate a greater percentage of the
Company's revenue.
The Company was incorporated in Delaware in 1983 and
succeeded by merger to the business of Conway Communications
Exchange, Inc., an Arkansas corporation incorporated in 1969
as Demographics, Inc., which thereafter changed its name to
Conway Communicators Exchange, Inc. Effective upon the 1983
merger, the Company operated as CCX Network, Inc. until
1988, when the name Acxiom Corporation was adopted. From
1986-1988, the Company acquired the following businesses:
Southwark Computer Services, Ltd., a British corporation
which offered data processing and computer-based services in
the United Kingdom, and Marketlead Services, Ltd., a British
corporation which provided promotional materials handling
and fulfillment services in the United Kingdom (Southwark
and Marketlead are now doing business as Acxiom U.K., Ltd);
BSA, Inc., a New Jersey corporation, which designed and
marketed software systems for the catalog industry; and
Modern Mailers, Inc., d/b/a Acxiom Mailing Services ("AMS"),
a fully computerized direct mail business located in
Philadelphia, Pennsylvania whose services included
personalized printing and lettershop operations. The
Company sold substantially all of the assets of AMS and BSA
effective March 31, 1994 and June 1, 1994, respectively.
<PAGE>
The executive offices of the Company are located at 301
Industrial Boulevard, Conway, Arkansas 72032, telephone
number: (501) 336-1000.
RECENT DEVELOPMENTS
On July 14, 1995, the Company acquired all of the
issued and outstanding stock of Generator Datamarketing
Limited ("Generator"). The Company paid 4,000,000 pounds
sterling (approximately $6,460,000) for all of the
outstanding shares of Generator. Headquartered near London,
England, Generator provides data and database marketing
software and processing services to its customers. The
Company has combined the operations of Generator with those
of Acxiom U.K. Limited, the Company's U.K. subsidiary.
On August 25, 1995, the Company acquired all of the
outstanding capital stock of each of DataQuick Information
Systems ("DataQuick") and DQ Investment Corporation
("Accudat") (the "Acquisition") (collectively, DataQuick and
Accudat are hereinafter referred to as the "Acquired
Companies"). The Company exchanged 984,839 shares of its
Common Stock for all of the outstanding shares of capital
stock of the Acquired Companies. Additionally, the Company
assumed all of the outstanding options granted under
DataQuick's employee stock option plans, with the result
that as of August 25, 1995, 808,370 shares of the Company's
Common Stock were subject to issuance upon exercise of such
options. The Acquired Companies are headquartered in San
Diego, California. The transaction was accounted for as a
pooling of interests.
USE OF PROCEEDS BY THE COMPANY
The Company will neither receive any proceeds from the
Shares being offered by the Selling Shareholders, nor will
any such proceeds be available for use by it or for its
benefit.
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The following table shows for the periods indicated the
high and low closing sales prices of the Common Stock as
quoted on the Nasdaq National Market.
Fiscal Year Ended High Low
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March 31, 1994:
First Quarter $ 9-3/4 $ 7-3/8
Second Quarter 10-7/8 8-1/8
Third Quarter 12-1/8 10
Fourth Quarter 12-1/8 10-3/8
<PAGE>
March 31, 1995:
First Quarter $11 $ 9-1/4
Second Quarter 14-1/4 10-1/4
Third Quarter 15 13
Fourth Quarter 18 13-5/8
March 31, 1996:
First Quarter $25-3/4 $16
Second Quarter 28-1/8 21
Third Quarter (through 10/13/95) 31-1/2 28
The information in the table above has been
retroactively adjusted to reflect a two-for-one stock split
effected in the form of a stock dividend effective January
10, 1995.
A recent reported closing sales price of the Common
Stock as quoted on the Nasdaq National Market is set forth
on the cover page of this Prospectus.
The Company has never paid cash dividends on its Common
Stock. The Company presently intends to retain earnings to
provide funds for its business operations and for the
expansion of its business. Thus, it does not anticipate
paying cash dividends in the foreseeable future.
SELLING SHAREHOLDERS
As discussed under "Recent Developments," the Company,
on August 25, 1995, acquired all of the outstanding capital
stock of each of DataQuick and Accudat. Shareholders of the
Acquired Companies received, in the aggregate, 984,839
shares of the Company's Common Stock in exchange for the
shares of capital stock of the Acquired Companies held by
them. The table below sets forth the name of each former
stockholder of the Acquired Companies and the number of
shares of Company Common Stock received by each of them
pursuant to the Acquisition. Additionally, set forth beside
each name in the following table is the number of shares of
Company Common Stock to be offered by such individual
pursuant to the offering described herein.
<PAGE>
Number of Shares of
Number of Shares of Acxiom Common Stock
Acxiom Common Stock to be Offered Pursuant
Name Beneficially Owned to this Offering
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Donald L. and
Karen S. Cohn 741,660 363,413
Richard Cramer 1,416 694
John G. Davies 33,891 16,607
Michael T. Ela 50,385 24,689
Jerry Englert 16,945 8,303
Robert Leo Ingram 11,756 5,760
Stanley Levitz 16,945 8,303
Kevin P. Monaghan 94,896 46,499
Christopher D. Sickels 16,945 8,303
Donald L. Cohn, one of the individuals listed in the
preceding table, holds the office of Chairman of the Board
of DataQuick, which, subsequent to the Acquisition, became a
wholly-owned subsidiary of the Company. If all of the
shares offered by Mr. Cohn in the offering are sold, he will
own approximately 1.6% of the outstanding shares of Common
Stock of the Company.
Pursuant to an Acquisition Agreement dated August 25,
1995, which set forth the terms of the Acquisition, the
individuals listed in the preceding table have the right, on
or after August 31, 1997, to request the Company to register
for resale any shares of Company Common Stock held by them
which are not a part of the offering described herein. This
demand registration right is contingent upon the inability
of such individuals to sell more than 75% of their shares
over a 12-month period within the volume limitations of Rule
144 as promulgated under the Securities Act of 1933, as
amended.
Pursuant to the terms of a Registration Rights
Agreement (as defined below) and a Stock Purchase Agreement
(as defined below) each of Trans Union Corporation ("Trans
Union") and Marmon Industrial Corporation ("MIC") is
entitled to register shares of the Company's Common Stock
held by it in the event the Company determines to file a
registration statement for shares of the Company's Common
Stock. Trans Union and MIC have notified the Company of
their desire to offer shares of the Company's common stock
held by them in the offering described herein. The table
below sets forth the number of shares of Company common
stock held by each of Trans Union and MIC and the number of
shares of Company Common Stock to be offered by each of them
pursuant to this offering.
<PAGE>
Number of Shares of
Number of Shares of Acxiom Common Stock
Acxiom Common Stock to be Offered Pursuant
Name Beneficially Owned to this Offering
---- ------------------- ----------------------
Trans Union 960,000(1) 960,000
MIC 1,000,000 1,000,000
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(1) Additionally, pursuant to the terms of a Warrant (as
defined below), Trans Union has the right to purchase up to
2,000,000 shares of the Company's common stock at exercise
prices ranging from $5.625 to $7.125 per share; however, the
total number of shares held by Trans Union (excluding any
shares acquired by Trans Union in the open market) may not
exceed 10% of the Company's then issued and outstanding
shares.
MIC is the parent company of Trans Union, and, taking
into account the shares of the Company's Common Stock that
Trans Union could purchase pursuant to the Warrant, Trans
Union and MIC would jointly beneficially own approximately
14.2% of the Company's then outstanding shares. Trans Union
and the Company are parties to a Data Agreement (as defined
below) pursuant to which the Company will provide Trans
Union with various Data Center management services through
the year 2002. Also, pursuant to the terms of the Data
Agreement, Trans Union has the right to designate two
individuals to be elected to the Company's Board of
Directors. Currently, Harry C. Gambill of Trans Union and
Robert A. Pritzker of MIC are members of the Company's Board
of Directors.
Collectively, Trans Union, MIC, and the former
shareholders of the Acquired Companies are referred to
herein as the "Selling Shareholders."
DESCRIPTION OF CAPITAL STOCK
The following description of the Company's capital
stock is qualified in its entirety by the provisions of the
Company's Amended and Restated Certificate of Incorporation,
the Company's By-Laws, the Data Center Management Agreement
dated as of July 27, 1992, and as amended on August 31, 1994
("Data Agreement"), between the Company and Trans Union, the
Warrant, effective August 31, 1992 (the "Warrant"), issued
to Trans Union to purchase 2,000,000 shares of the Company's
Common Stock, the Registration Rights Agreement effective
August 31, 1992, and as amended on August 31, 1994
("Registration Rights Agreement"), between the Company and
Trans Union, a Letter Agreement (the "First Letter
Agreement") dated as of July 27, 1992 between the Company
and Trans Union, a second Letter Agreement (the "Second
Letter Agreement") dated as of August 31, 1994 between the
Company and Trans Union, and the Stock Purchase Agreement
the ("the Stock Purchase Agreement") dated October 26, 1994
between the Company and MIC, which are exhibits to the
registration statement of which this Prospectus is a part.
<PAGE>
The authorized capital stock of the Company consists of
60,000,000 shares of Common Stock, $0.10 par value per share
("Common Stock"), and 1,000,000 shares of Preferred Stock,
$1.00 par value per share ("Preferred Stock"). At September
30, 1995, 23,489,312 shares of the Company's Common Stock
were outstanding. No shares of the Company's Preferred Stock
currently are outstanding.
Common Stock
General Provisions. Subject to the prior rights of the
holders of any shares of Preferred Stock that may be
outstanding, the holders of Common Stock are entitled to
such dividends as the Board of Directors, in its discretion,
may declare out of earnings and surplus. Holders of shares
of Common Stock are entitled to one vote for each share held
on all matters brought before the holders of Common Stock,
including the election of directors. The Common Stock has
no cumulative voting rights, is not redeemable, and has no
preemptive or conversion rights. In the event of
liquidation, dissolution or winding up of the Company,
whether voluntarily or involuntarily, the holders of Common
Stock will be entitled to share ratably in any assets or
funds of the Company remaining after payment of the
Company's liabilities and of preferences on any outstanding
shares of Preferred Stock. All of the outstanding shares of
Common Stock are fully paid and non-assessable.
The Transfer Agent and Registrar for the Common Stock
is First Chicago Trust Company of New York, Jersey City, New
Jersey.
Certain Other Provisions. Certain of the provisions
contained in the Amended and Restated Certificate of
Incorporation and By-Laws of the Company are designed to
deter, or may have the effect of deterring, certain efforts
to seek changes in the control of the Company without
approval of the Board of Directors. These provisions tend to
discourage such attempts because of the additional time and
expense involved and the increased risk of failure. As a
result, the provisions may adversely affect the price that a
potential purchaser would be willing to pay for the Common
Stock, thereby reducing the amount a shareholder might
realize in, for example, certain tender offers for the
Common Stock.
The Company's Board of Directors is classified into
three classes, as nearly equal in number as possible, with
the members of each class being elected to hold office for
three year terms with approximately one-third elected
annually. Therefore, a change in the control of the Board of
Directors cannot be accomplished in any one year, and at
least two annual meetings of the holders of the Common Stock
must be held before a majority of the members of the Board
of Directors can be changed. This provision of the Amended
and Restated Certificate of Incorporation may not be
amended, altered or repealed without the affirmative vote of
the holders of 80% of the votes entitled to be cast by the
holders of the Common Stock.
<PAGE>
The Amended and Restated Certificate of Incorporation
also provides that shareholders may take action without a
meeting only by unanimous written consent. This provision
may not be amended, altered or repealed without the
affirmative vote of the holders of 80% of the votes entitled
to be cast by the holders of the Common Stock.
The Amended and Restated Certificate of Incorporation
requires the approval of the holders of at least 80% of the
votes entitled to be cast by the holders of the Common Stock
for a broad spectrum of transactions defined therein as
"Business Combinations" involving the Company and any person
or group holding 5% or more of the Common Stock ("Interested
Stockholder"). Such special voting requirement does not
apply if the transaction is either approved by a majority of
the members of the Board of Directors who are unaffiliated
with the Interested Stockholder, and who were Directors
before the Interested Stockholder became an Interested
Stockholder, or certain minimum price and procedural
requirements are met. This provision of the Amended and
Restated Certificate of Incorporation may not be amended,
altered or repealed, except by the supermajority vote
required to approve a Business Combination.
The Amended and Restated Certificate of Incorporation
requires the approval of the holders of at least 66-2/3% of
the votes entitled to be cast by the holders of the Common
Stock to approve any merger or consolidation of the Company
with any other person, or any sale, lease, exchange,
mortgage, pledge, transfer or other disposition by the
Company of its property or assets, and any dissolution or
liquidation of the Company for which the General Corporation
Law of the State of Delaware requires shareholder approval.
Agreements with Trans Union. Pursuant to the First and
Second Letter Agreements, which were executed in connection
with the Data Agreement, the Company has agreed to use its
best efforts to cause two persons designated by Trans Union
to be elected to the Board of Directors of the Company. At
the date hereof, Trans Union has designated Harry C. Gambill
and Robert A. Pritzker to be members of the Company's Board
of Directors. This undertaking by the Company is in effect
from August 31, 1992 until the later of August 31, 2002 or
termination of the Data Agreement.
As part of the consideration for the Data Agreement,
the Company issued to Trans Union a Warrant to purchase up
to 2,000,000 shares of Company Common Stock prior to August
31, 2000, at exercise prices ranging from $5.625 per share
to $7.125 per share. The terms of the Warrant specifically
provide that in no event may Trans Union or any future
holder of the Warrant purchase a number of shares of Common
Stock pursuant to the Warrant so that such person would then
hold more than 10% of the Company's outstanding Common Stock
by virtue of such person's ownership of the shares received
as consideration for the Data Agreement and any Common Stock
purchased pursuant to the Warrant.
<PAGE>
If, at any time before the later of August 31, 2002 or
termination of the Data Agreement, any owner, or group of
owners, who has Company Common Stock shall wish to sell an
amount of stock equal to at least 10% of the outstanding
Common Stock of the Company in a single transaction or a
related series of transactions ("Block Sale"), the Company
shall take such actions as may be necessary to assure that
there is made available to Trans Union, whether by the
proposed purchaser or by the Company itself, an offer to
purchase all (or such portion as Trans Union might wish) of
the Company Common Stock then owned by Trans Union as a
result of the Data Agreement. Such offer to purchase shall
be simultaneous with, and pursuant to the same terms and
conditions of, the Block Sale.
Pursuant to the Data Agreement, Trans Union has a
limited right to purchase additional shares of Common Stock
from the Company in the event the Company issues additional
Common Stock.
Pursuant to the Registration Rights Agreement and the
Stock Purchase Agreement, Trans Union and MIC have the
right, subject to certain conditions, to require the
Company to register under the Securities Act of 1933 any
shares of the Company's Common Stock held by them which they
wish to sell. Trans Union and MIC have, in connection with
the offering described herein, elected to exercise their
registration rights with respect to all of the shares of the
Company's Common Stock currently held by them.
Until August 31, 1997, the Company has, within limited
exceptions, a right of first refusal to repurchase shares of
Company Common Stock held by Trans Union and its affiliates
as a result of the Data Agreement in the event of a proposed
resale by them of such shares.
Preferred Stock
The Company's Board of Directors is authorized to issue
Preferred Stock, $1.00 par value per share, in series and to
establish from time to time the number of shares to be
included in each such series and to fix the designation,
powers, preferences and rights of the shares of each such
series and the qualifications, limitations and restrictions
thereof.
The Board of Directors has not authorized the issuance
of any series of Preferred Stock.
PLAN OF DISTRIBUTION
The Shares offered hereby are being sold by the Selling
Shareholders for their own account. See "Selling
Shareholders."
<PAGE>
A distribution of Shares may be effected by any or all
of the Selling Shareholders directly from time to time in
one or more transactions in the over-the-counter market, in
negotiated transactions, and in a combination of such
methods of sale or otherwise, at market prices prevailing at
the time of sale, at prices related to such prevailing
market prices or at negotiated prices. In connection with
any sales through brokers or dealers, the brokers or dealers
may receive compensation in the form of commissions from the
Selling Shareholders making such sales.
The Company shall pay all expenses of the preparation
and filing of the registration statement of which this
prospectus is a part, including all filing fees, expenses of
complying with state securities or Blue Sky laws, fees and
disbursements of counsel for the Company, and accountants'
fees. The Selling Shareholders shall pay all underwriting
fees and commissions incurred by them and all fees and
disbursements of counsel for the Selling Shareholders.
LEGAL MATTERS
The validity of the shares of Common Stock offered
hereby will be passed upon for the Company by Friday,
Eldredge & Clark, Little Rock, Arkansas.
EXPERTS
The consolidated financial statements and financial
statement schedule of the Company as of March 31, 1995 and
March 31, 1994 and for each of the years in the three-year
period ended March 31, 1995 have been incorporated by
reference herein and in the Registration Statement in
reliance upon the reports of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by
reference herein, and upon the authority of such firm as
experts in accounting and auditing. To the extent that KPMG
Peat Marwick LLP audits and reports on consolidated
financial statements of the Company at future dates, and
consents to the use of their report thereon, such financial
statements also will be incorporated by reference in the
Registration Statement in reliance upon their report and
said authority.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses
payable by the Company and the Selling Shareholders in
connection with the offering described in this Registration
Statement.
Payable by
Former
Stockholders Trans Union
of DataQuick and
The Company and Accudat MIC
----------- ------------ ----------
Securities and
Exchange Commission
registration fee $24,109.86 $ --- $ ---
Legal fees 30,000.00 -0- -0-
Accountants' fees 2,000.00 -0- -0-
Miscellaneous expenses 1,890.14 -0- -0-
---------- ---------- ----------
TOTAL $58,000.00 $ -0- $ -0-
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law
contains detailed provisions for indemnification of
directors and officers of Delaware corporations against
expenses, judgments, fines and settlements in connection
with litigation. Article THIRTEENTH of the Company's Amended
and Restated Certificate of Incorporation and Article VII of
the Company's Bylaws provide for indemnification of the
directors and officers of the Company against certain
liabilities.
Item 16. Exhibits.
The following exhibits are filed herewith or, as
indicated, have been heretofore filed with the Commission as
the exhibits in the file number indicated and are
incorporated herein by reference.
Number Description
4.1 Company's Amended and Restated Certificate of
Incorporation (incorporated by reference to
Exhibit 4.1 to Registration No. 33-63423)
<PAGE>
4.2 Company's By-Laws as currently in effect
(incorporated by reference to Exhibit 3(b) to
Form 10-K for the fiscal year ended March 31,
1991 in 0-13163)
4.3 Data Center Management Agreement dated July
27, 1992 between the Company and Trans Union
Corporation (incorporated by reference to
Exhibit A to Schedule 13D of Trans Union
Corporation dated August 31, 1992 in 536226)
4.4 Agreement to Extend and Amend Data Center
Management Agreement and to Amend Registration
Rights Agreement dated August 31, 1994
(incorporated by reference to Exhibit 10(b) to
Form 10-K for the fiscal year ended March 31,
1995, as amended, in 0-13163)
4.5 Warrant to Purchase 2,000,000 shares of
Company Common Stock (incorporated by
reference to Exhibit B to Schedule 13D of
Trans Union Corporation dated August 31, 1992
in 5-36226)
4.6 Registration Rights Agreement, effective
August 31, 1992, between the Company and Trans
Union Corporation (incorporated by reference
to Exhibit C to Schedule 13D of Trans Union
Corporation dated August 31, 1992 in 536226)
4.7 Letter Agreement dated July 27, 1992 between
the Company and Trans Union Corporation
(incorporated by reference to Exhibit 4.6 to
Registration No. 33-63320)
4.8 Letter Agreement dated August 31, 1994 between
the Company and Trans Union Corporation
(incorporated by reference to Exhibit 4.8 to
Registration No. 33-63423)
4.9 Stock Purchase Agreement dated October 26,
1994 between the Company and Marmon Industrial
Corporation (incorporated by reference to
Exhibit 4.9 to Registration No. 33-63423)
5 Opinion and Consent of Friday, Eldredge &
Clark
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Friday, Eldredge & Clark (included
in Exhibit 5)
24 Powers of Attorney
<PAGE>
Item 17. Undertakings.
The undersigned 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:
(a) To include any Prospectus required by Section
10(a)(3) of the Securities Act of 1933, unless the
information required to be included in such post-effective
amendment is contained in a periodic report filed by
registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 and incorporated herein by
reference;
(b) 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, unless the information required to
be included in such post-effective amendment is contained in
a periodic report filed by registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 and
incorporated herein by reference; and
(c) 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.
2. That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
4. That, for purposes of determining liability under
the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(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.
<PAGE>
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions referred to
in Item 15 above, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the 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 of whether or not such
indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Company certifies that it has reasonable grounds
to believe that it meets all the requirements for filing on
Form S-3 and has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Conway, State of Arkansas, on the
16th day of October, 1995.
ACXIOM CORPORATION
/s/ Catherine L. Hughes
------------------------------
(Catherine L. Hughes,
Secretary and General Counsel)
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 the
16th day of October, 1995.
*
---------------------------, Chief Financial Officer
(Robert S. Bloom) (Principal Accounting Officer)
*
---------------------------, Director
(Dr. Ann H. Die)
<PAGE>
*
---------------------------, Director
(William T. Dillard II)
---------------------------, Director
(Harry C. Gambill)
*
--------------------------, Chief Operating Officer,
(Rodger S. Kline ) Executive Vice President,
Treasurer and Director
(Principal Financial
Officer)
*
-------------------------, Chairman of the Board, Chief
(Charles D. Morgan, Jr.) Executive Officer, President
and Director
(Principal Executive Officer)
*
------------------------, Director
(Robert A. Pritzker)
------------------------, Director
(Walter V. Smiley)
*
-----------------------, Executive Vice President and
(James T. Womble) Director
*By: /s/ Catherine L. Hughes
----------------------------
Catherine L. Hughes
(Attorney-in-Fact)
Catherine L. Hughes, by signing her name hereto, does
sign this document on behalf of each of the persons
indicated above pursuant to powers of attorney duly executed
by such persons, filed or to be filed with the Securities
and Exchange Commission as supplemental information.
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
4.1 Company's Amended and Restated Certificate of
Incorporation (incorporated by reference to Exhibit
4.1 to Registration No. 33-63423)
4.2 Company's By-Laws as currently in effect
(incorporated by reference to Exhibit 3(b) to Form
10-K for the fiscal year ended March 31, 1991 in
0-13163)
4.3 Data Center Management Agreement dated July 27,
1992 between the Company and Trans Union
Corporation (incorporated by reference to Exhibit A
to Schedule 13D of Trans Union Corporation dated
August 31, 1992 in 5-36226).
4.4 Agreement to Extend and Amend Data Center
Management Agreement and to Amend Registration
Rights Agreement dated August 31, 1994
(incorporated by reference to Exhibit 10(b) to Form
10-K for the fiscal year ended March 31, 1995, as
amended, in 0-13163)
4.5 Warrant to Purchase 2,000,000 shares of Company
Common Stock (incorporated by reference to Exhibit B
to Schedule 13D of Trans Union Corporation dated
August 31, 1992 in 5-36226)
4.6 Registration Rights Agreement, effective August 31,
1992, between the Company and Trans Union
Corporation (incorporated by reference to Exhibit C
to Schedule 13D of Trans Union Corporation dated
August 31, 1992 in 536226)
4.7 Letter Agreement dated July 27, 1992 between the
Company and Trans Union Corporation (incorporated by
reference to Exhibit 4.6 to Registration No. 33-
63320)
4.8 Letter Agreement dated August 31, 1994 between the
Company and Trans Union Corporation (incorporated by
reference to Exhibit 4.8 to Registration No. 33
-63423)
4.9 Stock Purchase Agreement dated October 26, 1994
between the Company and Marmon Industrial
Corporation (incorporated by reference to Exhibit
4.9 to Registration No. 33-63423)
<PAGE>
5 Opinion and Consent of Friday, Eldredge & Clark
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Friday, Eldredge & Clark (included in
Exhibit 5)
24 Powers of Attorney
October 16, 1995
Acxiom Corporation
Post Office Box 200
301 Industrial Boulevard
Conway, Arkansas 72033-2000
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-3 (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 2,442,571
shares of the Company's Common Stock, $.10 par value per
share (the "Shares"), to be offered in a public offering by
the Selling Shareholders.
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 are 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 do not hold
ourselves out as experts on the laws of any other State.
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
FRIDAY, ELDREDGE & CLARK
JCR/bb
<PAGE>
The Board of Directors
Acxiom Corporation:
We consent to incorporation by reference in the registration
statement on Form S-3 of Acxiom Corporation of our report
dated May 5, 1995, relating to the consolidated balance
sheets of Acxiom Corporation and subsidiaries as of March
31, 1995 and 1994, and the related consolidated statements
of earnings, stockholders' equity and cash flows for each of
the years in the three-year period ended March 31, 1995
which is incorporated by reference in the March 31, 1995
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 5, 1995
relating to the consolidated financial statement schedule,
which report appears in the March 31, 1995 annual report on
Form 10-K of Acxiom Corporation.
We also consent to the reference to our Firm under the
heading "Experts" in the registration statement.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Little Rock, Arkansas
October 13, 1995
<PAGE>
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 and/or Robert S. Bloom, and each
of them, as the true and lawful attorneys-in-fact and agents
of the undersigned, with full power of substitution and
resubstitution for the undersigned and in the undersigned's
name, place and stead, in the undersigned's capacity as a
director and principal executive officer of the Company, to
sign the Company's Registration Statement on Form S-3
pertaining to the registration of up to 2,500,000 shares of
the Company's Common Stock, $.10 par value per share, to be
offered by certain selling shareholders named therein and to
sign any and all amendments thereto (including post-
effective amendments), and to file the same, together with
any exhibits and all other documents related thereto, with
the Securities and Exchange Commission, granting to said
attorneys-in-fact and agents, 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
attorneys-in-fact and agents 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, Jr.
--------------------------
Charles D. Morgan, Jr.
<PAGE>
ACKNOWLEDGMENT
STATE OF ARKANSAS )
) ss.
COUNTY OF FAULKNER )
I, the undersigned, a Notary Public in and for the
County and State aforesaid, do hereby certify that Charles
D. Morgan, Jr., personally known to me as a director and the
principal executive officer of Acxiom Corporation, a
Delaware corporation, subscribed to the foregoing
instrument, appeared before me this day in person and
acknowledged that he, being duly authorized, signed and
delivered the said instrument for the uses and purposes
therein set forth.
Given under my hand and notarial seal this 11th day
of October, 1995.
/s/ Sharon Tackett
-------------------------
Notary Public
My Commission Expires: 4/3/2000
<PAGE>
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 and/or Robert S. Bloom, and each
of them, as the true and lawful attorneys-in-fact and agents
of the undersigned, with full power of substitution and
resubstitution for the undersigned and in the undersigned's
name, place and stead, in the undersigned's capacity as a
director and principal executive officer of the Company, to
sign the Company's Registration Statement on Form S-3
pertaining to the registration of up to 2,500,000 shares of
the Company's Common Stock, $.10 par value per share, to be
offered by certain selling shareholders named therein and to
sign any and all amendments thereto (including post-
effective amendments), and to file the same, together with
any exhibits and all other documents related thereto, with
the Securities and Exchange Commission, granting to said
attorneys-in-fact and agents, 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
attorneys-in-fact and agents 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
<PAGE>
ACKNOWLEDGMENT
STATE OF ARKANSAS )
) ss.
COUNTY OF FAULKNER )
I, the undersigned, a Notary Public in and for the
County and State aforesaid, do hereby certify that Rodger S.
Kline, personally known to me as a director and the
principal executive officer of Acxiom Corporation, a
Delaware corporation, subscribed to the foregoing
instrument, appeared before me this day in person and
acknowledged that he, being duly authorized, signed and
delivered the said instrument for the uses and purposes
therein set forth.
Given under my hand and notarial seal this 12th day
of October, 1995.
/s/ Sharon Tackett
-------------------------
Notary Public
My Commission Expires: 4/3/2000
<PAGE>
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 and/or Robert S. Bloom, and each
of them, as the true and lawful attorneys-in-fact and agents
of the undersigned, with full power of substitution and
resubstitution for the undersigned and in the undersigned's
name, place and stead, in the undersigned's capacity as a
director and principal executive officer of the Company, to
sign the Company's Registration Statement on Form S-3
pertaining to the registration of up to 2,500,000 shares of
the Company's Common Stock, $.10 par value per share, to be
offered by certain selling shareholders named therein and to
sign any and all amendments thereto (including post-
effective amendments), and to file the same, together with
any exhibits and all other documents related thereto, with
the Securities and Exchange Commission, granting to said
attorneys-in-fact and agents, 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
attorneys-in-fact and agents 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
<PAGE>
ACKNOWLEDGMENT
STATE OF ARKANSAS )
) ss.
COUNTY OF FAULKNER )
I, the undersigned, a Notary Public in and for the
County and State aforesaid, do hereby certify that James T.
Womble, personally known to me as a director and the
principal executive officer of Acxiom Corporation, a
Delaware corporation, subscribed to the foregoing
instrument, appeared before me this day in person and
acknowledged that he, being duly authorized, signed and
delivered the said instrument for the uses and purposes
therein set forth.
Given under my hand and notarial seal this 16th day
of October, 1995.
/s/ Sharon Tackett
-------------------------
Notary Public
My Commission Expires: 4/3/2000
<PAGE>
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 and/or Robert S. Bloom, and each
of them, as the true and lawful attorneys-in-fact and agents
of the undersigned, with full power of substitution and
resubstitution for the undersigned and in the undersigned's
name, place and stead, in the undersigned's capacity as a
director and principal executive officer of the Company, to
sign the Company's Registration Statement on Form S-3
pertaining to the registration of up to 2,500,000 shares of
the Company's Common Stock, $.10 par value per share, to be
offered by certain selling shareholders named therein and to
sign any and all amendments thereto (including post-
effective amendments), and to file the same, together with
any exhibits and all other documents related thereto, with
the Securities and Exchange Commission, granting to said
attorneys-in-fact and agents, 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
attorneys-in-fact and agents 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
<PAGE>
ACKNOWLEDGMENT
STATE OF ARKANSAS )
) ss.
COUNTY OF FAULKNER )
I, the undersigned, a Notary Public in and for the
County and State aforesaid, do hereby certify that William
T. Dillard II, personally known to me as a director and the
principal executive officer of Acxiom Corporation, a
Delaware corporation, subscribed to the foregoing
instrument, appeared before me this day in person and
acknowledged that he, being duly authorized, signed and
delivered the said instrument for the uses and purposes
therein set forth.
Given under my hand and notarial seal this 16th day
of October, 1995.
/s/ Sharon Tackett
-------------------------
Notary Public
My Commission Expires: 4/3/2000
<PAGE>
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 and/or Robert S. Bloom, and each
of them, as the true and lawful attorneys-in-fact and agents
of the undersigned, with full power of substitution and
resubstitution for the undersigned and in the undersigned's
name, place and stead, in the undersigned's capacity as a
director and principal executive officer of the Company, to
sign the Company's Registration Statement on Form S-3
pertaining to the registration of up to 2,500,000 shares of
the Company's Common Stock, $.10 par value per share, to be
offered by certain selling shareholders named therein and to
sign any and all amendments thereto (including post-
effective amendments), and to file the same, together with
any exhibits and all other documents related thereto, with
the Securities and Exchange Commission, granting to said
attorneys-in-fact and agents, 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
attorneys-in-fact and agents 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/ Dr. Ann H. Die
--------------------------
Dr. Ann H. Die
<PAGE>
ACKNOWLEDGMENT
STATE OF ARKANSAS )
) ss.
COUNTY OF FAULKNER )
I, the undersigned, a Notary Public in and for the
County and State aforesaid, do hereby certify that Dr. Ann
H. Die, personally known to me as a director and the
principal executive officer of Acxiom Corporation, a
Delaware corporation, subscribed to the foregoing
instrument, appeared before me this day in person and
acknowledged that she, being duly authorized, signed and
delivered the said instrument for the uses and purposes
therein set forth.
Given under my hand and notarial seal this 12th day
of October, 1995.
/s/ Janina Jo Heird
-------------------------
Notary Public
My Commission Expires: 8/8/2000
<PAGE>
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 and/or Robert S. Bloom, and each
of them, as the true and lawful attorneys-in-fact and agents
of the undersigned, with full power of substitution and
resubstitution for the undersigned and in the undersigned's
name, place and stead, in the undersigned's capacity as a
director and principal executive officer of the Company, to
sign the Company's Registration Statement on Form S-3
pertaining to the registration of up to 2,500,000 shares of
the Company's Common Stock, $.10 par value per share, to be
offered by certain selling shareholders named therein and to
sign any and all amendments thereto (including post-
effective amendments), and to file the same, together with
any exhibits and all other documents related thereto, with
the Securities and Exchange Commission, granting to said
attorneys-in-fact and agents, 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
attorneys-in-fact and agents 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
<PAGE>
ACKNOWLEDGMENT
STATE OF ILLINOIS )
) ss.
COUNTY OF COOK )
I, the undersigned, a Notary Public in and for the
County and State aforesaid, do hereby certify that Robert A.
Pritzker, personally known to me as a director and the
principal executive officer of Acxiom Corporation, a
Delaware corporation, subscribed to the foregoing
instrument, appeared before me this day in person and
acknowledged that he, being duly authorized, signed and
delivered the said instrument for the uses and purposes
therein set forth.
Given under my hand and notarial seal this 13th day
of October, 1995.
/s/ Carol D'Ascenzo
-------------------------
Notary Public
My Commission Expires: 12/1/96
<PAGE>
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 and/or Robert S. Bloom, and each
of them, as the true and lawful attorneys-in-fact and agents
of the undersigned, with full power of substitution and
resubstitution for the undersigned and in the undersigned's
name, place and stead, in the undersigned's capacity as a
director and principal executive officer of the Company, to
sign the Company's Registration Statement on Form S-3
pertaining to the registration of up to 2,500,000 shares of
the Company's Common Stock, $.10 par value per share, to be
offered by certain selling shareholders named therein and to
sign any and all amendments thereto (including post-
effective amendments), and to file the same, together with
any exhibits and all other documents related thereto, with
the Securities and Exchange Commission, granting to said
attorneys-in-fact and agents, 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
attorneys-in-fact and agents 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
<PAGE>
ACKNOWLEDGMENT
STATE OF ARKANSAS )
) ss.
COUNTY OF FAULKNER )
I, the undersigned, a Notary Public in and for the
County and State aforesaid, do hereby certify that Robert S.
Bloom, personally known to me as a director and the
principal executive officer of Acxiom Corporation, a
Delaware corporation, subscribed to the foregoing
instrument, appeared before me this day in person and
acknowledged that he, being duly authorized, signed and
delivered the said instrument for the uses and purposes
therein set forth.
Given under my hand and notarial seal this 16th day
of October, 1995.
/s/ Sharon Tackett
-------------------------
Notary Public
My Commission Expires: 4/3/2000
