Registration No. 33-
-------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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
(Address of principal executive offices) (Zip Code)
ACXIOM CORPORATION/
DATAQUICK INCENTIVE AND NONQUALIFIED STOCK OPTION PLANS
Copy to:
Catherine L. Hughes John Clayton Randolph
P.O. Box 2000 Friday, Eldredge & Clark
301 Industrial Boulevard 400 West Capitol, Suite 2000
Conway, Arkansas 72033-2000 Little Rock, Arkansas 72201-3493
(Name and address of agent for service)
501-336-1000
(Telephone number, including area code, of agent for
service)
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------
Title of Amount Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
to be Regis- Offering Aggregate Fee (2)
Registered tered(1) Price Per Offering
Unit Price(2)
------------------------------------------------------------
Common
Stock
($.10 Par
Value) 808,370 $ (2) $4,738,590.99 $1,634.00
-----------------------------------------------------------
<PAGE>
(1) The Registration Statement also includes an
indeterminable number of additional shares that may
become issuable pursuant to the antidilution adjustment
provisions of the Plan.
(2) Calculated pursuant to Rule 457(h)(1) on the basis of
option exercise prices for the following number of options:
79,220 at $2.98, 466,304 at $5.08, 62,142 at $6.73, 195,665
at $8.42, and 5,039 at $13.49.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by Acxiom Corporation (the
"Company") with the Securities and Exchange Commission are
incorporated by reference in this registration statement:
(i) the Company's 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) the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995; (iii) the
Company's Current Reports on Form 8-K dated August 25, 1995
and September 27, 1995; (iv) the Company's Report on Form
10-C filed August 30, 1995; and (v) the description of the
Company's Common Stock contained in its registration
statement on Form 8-A dated February 4, 1985, as amended on
February 22, 1985.
In addition, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, 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 a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. 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 7. Exemption from Registration Claimed.
Not applicable.
<PAGE>
Item 8. Exhibits
Number Description
4.1 Company's Amended and Restated Certificate of
Incorporation
4.2 Company's Bylaws 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 Registra-
tion 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 5-36226)
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
4.9 Stock Purchase Agreement dated October 26,
1994 between the Company and Marmon Indus-
trial Corporation
5 Opinion and Consent of Friday, Eldredge
& Clark
23.1 Consent of KPMG Peat Marwick LLP
<PAGE>
23.2 Consent of Friday, Eldredge & Clark (included
in Exhibit 5)
24 Powers of Attorney
Item 9. 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;
(c) To include any material information with respect
to the plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this 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 any 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>
5. 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 6 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 whether such
indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
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 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 Conway, State of
Arkansas, on the 16th day of October, 1995.
ACXIOM CORPORATION
/s/ Catherine L. Hughes
-------------------------
(Catherine L. Hughes
Secretary and General Counsel)
<PAGE>
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
*
------------------- Director
William T. Dillard II
------------------- Director
Harry C. Gambill
*
------------------- Chief Operating Officer, Executive
Roger S. Kline 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
/s/ Catherine L. Hughes
*By: -------------------------
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
4.2 Company's Bylaws 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 Registra-
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 5-36226)
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
4.9 Stock Purchase Agreement dated October 26,
1994 between the Company and Marmon Indus-
trial Corporation
<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
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ACXIOM CORPORATION
Acxiom Corporation (the "Corporation") acting pursuant
to Sections 245 and 242 of the General Corporation Law of
the State of Delaware, hereby adopts the following Amended
and Restated Certificate of Incorporation. The following
Amended and Restated Certificate of Incorporation amends,
restates, integrates, and supersedes, in its entirety, the
Amended and Restated Certificate of Incorporation of Acxiom
Corporation originally filed with the Delaware Secretary of
State on December 15, 1994. The original Certificate of
Incorporation was incorporated under the name of CCX
NETWORK, INC. on September 28, 1983.
FIRST: NAME. The name of the Corporation is:
ACXIOM CORPORATION
SECOND: REGISTERED AGENT AND OFFICE. The address of
the Corporation's registered office in the State of Delaware
is Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801, in the County of Newcastle. The name of the
Corporation's registered agent at such address is The
Corporation Trust Company.
THIRD: PURPOSES. The purpose or purposes for which
the Corporation is organized are:
(a) To own, operate, sell, lease and otherwise deal in
goods and services related to data processing, letter
services, electronic computer operations, business machines,
forms and procedures; to buy, rent, sell, lease and
otherwise deal in computers.
(b) To borrow money in such amount, for such times and
upon such terms and conditions as is deemed wise and
expedient; from time to time to draw, make, accept, endorse,
discount, execute and issue promissory notes, drafts, bills
of exchange, warrants, bonds, debentures and other
negotiable and transferable instruments, and evidences, as
well as to secure the same by mortgages, pledge, deed of
trust, or otherwise.
(c) To have one or more offices, to carry on all or
any of its operations and business, and without restriction
or limit as to amount to purchase or otherwise acquire,
hold, own, mortgage, sell, lease, convey or otherwise
dispose of real and personal property of every class and
description.
<PAGE>
(d) To enter into, make and perform contracts of any
and every kind with any person, firm, corporation,
association, partnership or body politic.
(e) To own, purchase, lease, or otherwise acquire
lands and real estate, and to sell and develop lands and
real estate, and to equip and operate buildings and
structures of every kind and character for the
manufacturing, storing and protection of goods and
properties of every character and kind.
(f) To conduct, promote or engage in any lawful act or
activity for which corporations may be organized under the
General Corporation Law of the State of Delaware.
FOURTH: AUTHORIZED SHARES. The total number of shares
of stock which the Corporation shall have authority to issue
is:
Sixty million (60,000,000) shares of Common
Stock, ten cents ($.10) Par Value per common
share. One million (1,000,000) shares of
Preferred Stock, one dollar ($1.00) Par Value
per preferred share. The Board of Directors of
the Corporation is authorized to provide for
the issuance of shares of Preferred Stock 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.
FIFTH: DURATION. The Corporation is to have perpetual
existence.
SIXTH: DIRECTORS.
(a) Number, Election and Terms of Directors. The
number of directors shall be not less than three (3) nor
more than fifteen (15) persons. The exact number of
directors of the Corporation shall be fixed from time to
time by the Board of Directors. The directors shall be
classified with respect to the time for which they severally
hold office into three classes, as nearly equal in number as
possible, one class to hold office initially for a term
expiring at the annual meeting of stockholders to be held in
1991, another class to hold office initially for a term
expiring at the annual meeting of stockholders to be held in
1992, and another class to hold office initially for a term
expiring at the annual meeting of stockholders to be held in
1993, with the members of each class to hold office until
their successors are elected and qualified. At each annual
meeting of the stockholders of the Corporation, the
successors to the class of directors whose term expires at
that meeting shall be elected to hold office for a term
expiring at the annual meeting of stockholders held in the
third year following the year of their election. If the
number of directors is changed, any increase or decrease
shall be apportioned among the classes so as to maintain
the number of directors in each class as nearly equal as
possible, but in no case shall a decrease in the number of
directors shorten the term of any incumbent director.
<PAGE>
(b) Manner of Election. Elections of directors need
not be by written ballot unless the Bylaws of the
Corporation shall so provide.
(c) Stockholder Nomination of Director Candidates and
Advance Notice of Matters to Be Brought Before an Annual
Meeting. Advance notice of nominations by stockholders of
persons for election to the Board of Directors and advance
notice of matters to be brought before an annual meeting by
shareholders shall be given in the manner provided in the
Bylaws.
(d) Newly Created Directorships and Vacancies. Newly
created directorships resulting from any increase in the
number of directors and any vacancies in the Board of
Directors resulting from death, resignation,
disqualification, removal or other cause shall be filled
solely by the affirmative vote of a majority of the
remaining directors then in office, even though less than a
quorum of the Board of Directors. Any director elected in
accordance with the proceeding sentence shall hold office
for the remainder of the full term of the class of directors
in which the new directorship was created or the vacancy
occurred and until such director's successor shall have
been elected and qualified. No decrease in the number of
directors constituting the Board of Directors shall shorten
the term of any incumbent director.
(e) Removal of Directors. No director shall be
removed from the Board of Directors by action of the
stockholders of the Corporation during his appointed term
other than for cause. For purposes hereof, cause shall mean
final conviction of a felony, unsound mind, adjudication of
bankruptcy, nonacceptance of office, or conduct prejudicial
to the interest of the Corporation.
(f) Scope. The provisions of this Article shall
apply only to the holders of Common Stock. Accordingly,
this Article shall in no way limit or restrict the authority
of the Board of Directors to fix the designation, power,
preferences and rights of shares of Preferred Stock and the
qualifications, limitations and restrictions thereof.
SEVENTH: MEETINGS OF HOLDERS OF COMMON STOCK AND
ACTION BY HOLDERS OF COMMON STOCK WITHOUT A MEETING.
(a) Place of Meetings. Meetings of holders of Common
Stock may be held within or without the State of Delaware,
as the Bylaws may provide.
(b) Special Meetings. Special meetings of the
holders of Common Stock may be called by such person or
persons as may be authorized by the Bylaws.
<PAGE>
(c) Stockholder Action. Any action required or
permitted by the General Corporation Law of the State of
Delaware to be taken at a meeting of holders of Common Stock
may be taken without a meeting if one or more written
consents, setting forth the action so taken, shall be signed
by all of the holders of Common Stock entitled to vote with
respect to the subject matter thereof. The consents signed
under this provision, taken together, shall have the same
force and effect as a unanimous vote of the holders of
Common Stock.
EIGHTH: LOCATION OF BOOKS AND RECORDS. The books
and records of the Corporation may be kept (subject to any
provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from
time to time by the Board of Directors in the Bylaws of the
Corporation.
NINTH: BYLAWS. The Board of Directors shall have
power to make, alter, amend and repeal the Bylaws, except so
far as Bylaws adopted by the holders of Common Stock shall
otherwise provide. Notwithstanding the foregoing, Bylaw
provisions relating to informal action by holders of Common
Stock without a meeting, nomination of director candidates
by holders of Common Stock, notice of matters to be brought
before an annual meeting by holders of Common Stock, the
number, election and terms of directors elected by holders
of Common Stock, the removal of directors elected by holders
of Common Stock, the filling of vacancies on the Board of
Directors created by an increase in the number of directors
or by the death, resignation, removal or disqualification of
directors elected by the holders of Common Stock, and the
manner of calling and persons authorized to call special
meetings of holders of Common Stock shall not be altered,
amended or repealed, and no provisions inconsistent
therewith shall be adopted, without (i) the approval of a
majority of the Disinterested Directors, as defined in
Article ELEVENTH hereof, or (ii) the affirmative vote of the
holders of at least eighty percent (80%) of the votes
entitled to be cast by the holders of Common Stock.
TENTH: FAIR PRICE PROVISION.
(a) Vote Required for Certain Business Combinations.
1. Higher Vote for Certain Business Combinations.
In addition to any affirmative vote required by law or this
Amended and Restated Certificate of Incorporation, and
except as otherwise expressly provided in Section (b) of
this Article,
<PAGE>
(A) any merger or consolidation of the Corporation
or any Subsidiary (as hereinafter defined) with (i) any
Interested Stockholder (as hereinafter defined) or (ii) any
other person (whether or not itself an Interested
Stockholder) which is, or after such merger or consolidation
would be, an Affiliate (as hereinafter defined) of an
Interested Stockholder; or
(B) any sale, lease, exchange, mortgage, pledge,
transfer or other disposition (in one transaction or a
series of transactions) to or with any Interested
Stockholder or any Affiliate of any Interested Stockholder
of any assets of the Corporation or any Subsidiary having an
aggregate Fair Market Value of $10,000,000 or more; or
(C) the issuance or transfer by the Corporation
or any Subsidiary (in one transaction or a series of
transactions) of any securities of the Corporation or any
Subsidiary to any Interested Stockholder or any Affiliate of
any Interested Stockholder in exchange for cash, securities
or other property (or a combination thereof) having an
aggregate Fair Market Value of $10,000,000 or more; or
(D) the adoption of any plan or proposal for the
liquidation or dissolution of the Corporation proposed by or
on behalf of any Interested Stockholder or any Affiliate of
any Interested Stockholder; or
(E) the adoption of any plan of share exchange
between the Corporation or any Subsidiary with any
Interested Stockholder or any other person which is, or
after such share exchange would be, an Affiliate of any
Interested Stockholder; or
(F) any reclassification of securities (including
any reverse stock split), or recapitalization of the
Corporation, or any merger or consolidation of the
Corporation with any of its Subsidiaries or any other
transaction (whether or not with or into or otherwise
involving an Interested Stockholder) which has the effect,
directly or indirectly, of increasing the proportionate
share of the outstanding shares of any class of Equity
Security (as hereinafter defined) of the Corporation or any
Subsidiary (as hereinafter defined) or the Corporation or
any Subsidiary which is directly or indirectly owned by any
Interested Stockholder or any Affiliate of any Interested
Stockholder;
shall require the affirmative vote of the holders of at
least eighty percent (80%) of the votes entitled to be cast
by the holders of Common Stock. Such affirmative vote shall
be required notwithstanding the fact that no vote may be
required, or that a lesser percentage may be specified, by
law or in any agreement with any national securities
exchange or otherwise.
<PAGE>
2. Definition of "Business Combination". The term
"Business Combination" used in this Article shall mean any
transaction which is referred to in any one or more of
clauses (A) through (F) of Paragraph 1 of this Section (a).
(b) When Higher Vote is Not Required. The provisions
of Section (a) of this Article shall not be applicable to
any particular Business Combination, and such Business
Combination shall require only such affirmative vote as is
required by law and any other provision of this Amended and
Restated Certificate of Incorporation, if all of the
conditions specified in either of the following paragraphs 1
and 2 are met:
1. Approval by Disinterested Directors. The
Business Combination shall have been approved by a majority
of the Disinterested Directors (as hereinafter defined).
2. Price and Procedure Requirements. All of the
following conditions shall have been met:
(A) The aggregate amount of the cash and the
Fair Market Value (as hereinafter defined) as of the date of
the consummation of the Business Combination of
consideration other than cash to be received per share by
holders of Common Stock in such Business Combination shall
be at least equal to the higher of the following:
(i) (if applicable) the highest per share
price (including any brokerage commissions, transfer taxes
and soliciting dealers' fees) paid by the Interested
Stockholder for any shares of Common Stock acquired by it
(a) within the two-year period immediately prior to the
first public announcement of the terms of the proposed
Business Combination (the "Announcement Date") or (b) in the
transaction in which it became an Interested Stockholder,
whichever is higher; and
(ii) the Fair Market Value per share of
Common Stock on the Announcement Date or on the date on
which the Interested Stockholder became an Interested
Stockholder (such latter date is referred to in this Article
as the "Determination Date"), whichever is higher.
(B) The aggregate amount of the cash and the Fair
Market Value as of the date of the consummation of the
Business Combination of consideration other than cash to be
received per share by holders of shares of any other class
of outstanding stock shall be at least equal to the highest
of the following (it being intended that the requirements of
this paragraph 2(B) shall be required to be met with respect
to every class of outstanding stock, whether or not the
Interested Stockholder has previously acquired any shares of
a particular class of stock):
<PAGE>
(i) (if applicable) the highest per share
price (including any brokerage commissions, transfer taxes
and soliciting dealers' fees) paid by the Interested
Stockholder for any shares of such class of stock acquired
by it (a) within the two-year period immediately prior to
the Announcement Date or (b) in the transaction in which it
became an Interested Stockholder, whichever is higher;
(ii) (if applicable) the highest preferential
amount per share to which the holders of shares of such
class of stock are entitled in the event of any voluntary
liquidation, dissolution or winding up of the Corporation;
and
(iii) the Fair Market Value per share of such
class of stock on the Announcement Date or on the
Determination Date, whichever is higher.
(C) The consideration to be received by holders of a
particular class of outstanding stock (including Common
Stock) shall be in cash or in the same form as the
Interested Stockholder has previously paid for shares of
such class of stock. If the Interested Stockholder has paid
for shares of any class of stock with varying forms of
consideration, the form of consideration for such class of
stock shall be either cash or the form used to acquire the
largest number of shares of such class of stock previously
acquired by it. The price determined in accordance with
paragraph 2(A) and 2(B) of this Section (b) shall be subject
to appropriate adjustment in the event of any stock
dividend, stock split, combination of shares or similar
event.
(D) After such Interested Stockholder has become an
Interested Stockholder and prior to the consummation of such
Business Combination: (i) except as approved by a majority
of the Disinterested Directors, there shall have been no
failure to declare and pay at the regular date therefor any
full quarterly dividends (whether or not cumulative) on any
outstanding stock having preference over the Common Stock as
to dividends or upon liquidation; (ii) there shall have been
(a) no reduction in the annual rate of dividends paid on the
Common Stock (except as necessary to reflect any subdivision
of the Common Stock), except as approved by a majority of
the Disinterested Directors, and (b) an increase in such
annual rate of dividends as necessary to reflect any
reclassification (including any reverse stock split),
recapitalization, reorganization or any similar transaction
which has the effect of reducing the number of outstanding
shares of the Common Stock, unless the failure so to
increase such annual rate is approved by a majority of the
Disinterested Directors; and (iii) such Interested
Stockholder shall have not become the beneficial owner of
any additional shares of Common Stock except as part of the
transaction which results in such Interested Stockholder
becoming an Interested Stockholder.
<PAGE>
(E) After such Interested Stockholder has become an
Interested Stockholder, such Interested Stockholder shall
not have received the benefit, directly or indirectly
(except proportionately as a stockholder), of any loans,
advances, guarantees, pledges or other financial assistance
or any tax credits or other tax advantages provided by the
Corporation or any Subsidiary whether in anticipation of or
in connection with such Business Combination or otherwise.
(F) A proxy or information statement describing the
proposed Business Combination and complying with the
requirements of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder (or any
subsequent provisions replacing such Act, rules or
regulations) shall be mailed to public stockholders of the
Corporation at least 30 days prior to the consummation of
such Business Combination (whether or not such proxy or
information statement is required to be mailed pursuant to
such Act or subsequent provisions).
(c) Certain Definitions. For the purpose of this
Article:
1. A "person" shall mean any individual,
firm, corporation or other entity.
2. "Interested Stockholder" shall mean any
person (other than the Corporation or any Subsidiary) who or
which:
(A) is the beneficial owner, directly
or indirectly, of 5% or more of the voting power of the
outstanding Common Stock; or
(B) is an Affiliate of the Corporation
and at any time within the two-year period immediately prior
to the date in question was the beneficial owner, directly
or indirectly, of 5% or more of the voting power of the then
outstanding Common Stock; or
(C) is an assignee of or has otherwise
succeeded to any shares of Common Stock which were at any
time within the two-year period immediately prior to the
date in question beneficially owned by any Interested
Stockholder, if such assignment or succession shall have
occurred in the course of a transaction or series of
transactions not involving a public offering within the
meaning of the Securities Act of 1933, as amended.
3. A person shall be a "beneficial owner" of any
Common Stock:
(A) which such person or any of its Affiliates or
Associates (as hereinafter defined) beneficially owns
directly or indirectly; or
<PAGE>
(B) which such person or any of its Affiliates or
Associates has (i) the right to acquire (whether such right
is exercisable immediately or only after the passage of
time), pursuant to any agreement, arrangement or
understanding or upon the exercise of conversion rights,
exchange rights, warrants or options, or otherwise, or (ii)
the right to vote pursuant to any agreement, arrangement or
understanding; or
(C) which are beneficially owned, directly or
indirectly, by any other person with which such person or
any of its Affiliates or Associates has any agreement,
arrangement or understanding for the purpose of acquiring,
holding, voting or disposing of any shares of Common Stock.
4. For the purpose of determining whether a person is
an Interested Stockholder pursuant to paragraph 2 of this
Section (c), the number of shares of Common Stock deemed to
be outstanding shall include shares deemed owned through
application of paragraph 3 of this Section (c) but shall not
include any other shares of Common Stock which may be
issuable pursuant to any agreement, arrangement or
understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.
5. "Affiliate" or "Associate" shall have the
respective meanings ascribed to such terms in Rule 12b-2 of
the General Rules and Regulations under the Securities
Exchange Act of 1934, as in effect on January 1, 1990.
6. "Disinterested Director" means any member of the
Board of Directors who is unaffiliated with the Interested
Stockholder and was a member of the Board of Directors prior
to the time that the Interested Stockholder became an
Interested Stockholder, and any successor of a Disinterested
Director who is unaffiliated with the Interested Stockholder
and is recommended to succeed a Disinterested Director by a
majority of Disinterested Directors then on the Board of
Directors.
7. "Equity Security" shall have the meaning ascribed
to such term in Section 3(A)(11) of the Securities Exchange
Act of 1934, as in effect on January 1, 1990.
8. "Fair Market Value" means: (A) in the case of
stock, the highest closing sale price during the 30-day
period immediately preceding the date in question of a
share of such stock on the Composite Tape for New York Stock
Exchange-Listed Stocks, or, if such stock is not quoted on
the Composite Tape, on the New York Stock Exchange, or, if
such stock is not listed on such Exchange, on the principal
United States securities exchange registered under the
Securities Exchange Act of 1934, as amended, on which such
stock is listed, or, if such stock is not listed on any such
exchange, the highest closing bid quotation with respect to
<PAGE>
a share of such stock during the 30-day period preceding the
date in question on the National Association of Securities
Dealers, Inc. Automated Quotations System or any system then
in use, or if no such quotations are available, the fair
market value on the date in question of a share of such
stock as determined by a majority of the Disinterested
Directors in good faith; and (B) in the case of property
other than cash or stock, the fair market value of such
property on the date in question as determined by a majority
of the Disinterested Directors in good faith.
9. "Subsidiary" means any corporation of which a
majority of any class of Equity Security is owned, directly
or indirectly, by the Corporation; provided, however, that
for the purposes of the definition of Interested Stockholder
set forth in paragraph 2 of this Section (c), the term
"Subsidiary" shall mean only a corporation of which a
majority of each class of Equity Security is owned, directly
or indirectly, by the Corporation.
10. In the event of any Business Combination in which
the Corporation survives, the phrase "consideration other
than cash to be received" as used in paragraphs 2(A) and (B)
of section (b) of this Article EIGHTH shall include the
shares of Common Stock and/or the shares of any other class
of outstanding stock retained by the holders of such shares.
(d) Powers of the Board of Directors. A
majority of the Directors shall have the power and duty to
determine for the purposes of this Article, on the basis of
information known to them after reasonable inquiry, (1)
whether a person is an Interested Stockholder, (2) the
number of shares of Common Stock beneficially owned by any
person, (3) whether a person is an Affiliate or Associate of
another, (4) whether the assets which are the subject of any
Business Combination have, or the consideration to be
received for the issuance or transfer of securities by the
Corporation or any Subsidiary in any Business Combination
has, an aggregate Fair Market Value of $10,000,000 or more.
A majority of the Directors shall have the further power to
interpret all of the terms and provisions of this Article.
(e) No Effect on Fiduciary Obligations of Interested
Shareholders. Nothing contained in this Article shall be
construed to relieve any Interested Stockholder from any
fiduciary obligation imposed by law.
ELEVENTH: STOCKHOLDER VOTE ON EXTRAORDINARY MATTERS.
Any merger or consolidation of the Corporation with any
other person, any sale, lease, exchange, mortgage, pledge,
transfer or other disposition by the Corporation of its
property or assets, and any dissolution or liquidation of
the Corporation or revocation thereof that the General
Corporation Law of the State of Delaware requires be
approved by the holders of Common Stock must be approved by
the affirmative vote of the holders of at least sixty-six
and two-thirds percent (66 2/3%) of the votes entitled to be
cast by the holders of Common Stock.
<PAGE>
TWELFTH: LIMITATION OF DIRECTOR LIABILITY. (a) To
the fullest extent permitted by the General Corporation Law
of the State of Delaware, as the same exists or may
hereafter be amended, a director of the Corporation shall
not be liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director.
(b) Any repeal or modification of the foregoing
paragraph by the stockholders of the Corporation shall not
adversely affect any right or protection of a director of
the Corporation existing at the time of such repeal or
modification.
THIRTEENTH: INDEMNIFICATION OF DIRECTORS, OFFICERS
AND EMPLOYEES. Any person who was or is a party or is
threatened to be a party to any threatened, pending or
completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including any
action or suit by or in the right of the Corporation to
procure a judgment in its favor) by reason of the fact that
he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of
another Corporation, partnership, joint venture, trust or
other enterprise, shall be indemnified by the corporation,
if, as and to the extent authorized by the laws of the State
of Delaware, against expenses (including the attorneys'
fees), judgments, fines and amounts paid in settlement,
actually and reasonably incurred by him, in connection with
the defense or settlement of such action, suit,
investigation or proceeding. The indemnification expressly
provided by statute in a specific case shall not be deemed
exclusive of any other rights to which any person
indemnified may be entitled under any lawful agreement, vote
of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action
in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.
FOURTEENTH: AMENDMENTS. From time to time any of the
provisions of this Amended and Restated Certificate of
Incorporation may be amended, altered or repealed, and other
provisions authorized by the laws of the State of Delaware
at the time in force may be added or inserted by the
affirmative vote of the holders of at least a majority of
the votes entitled to be cast by the holders of the
outstanding stock of the Corporation entitled to vote
thereon; provided, however, the affirmative vote of the
holders of at least eighty percent (80%) of the votes
entitled to be cast by the holders of Common Stock shall be
required to alter, amend, repeal, or adopt any provision
inconsistent with Articles SIXTH, SEVENTH, NINTH, TENTH and
FOURTEENTH hereof.
<PAGE>
The above Amended and Restated Certificate of
Incorporation was adopted and approved by the Board of
Directors of the Corporation on the 24th day of May, 1995
and by the stockholders of the Corporation, in the manner
and by the vote prescribed by Section 242 of the General
Corporation Law of the State of Delaware, this 2nd day of
August, 1995.
/s/ Charles D. Morgan, Jr.
-----------------------------
Charles D. Morgan, Jr.,
Chairman of the Board, CEO
and President
ATTEST:
/s/ Catherine L. Hughes
------------------------------
Catherine L. Hughes, Secretary
ACKNOWLEDGMENT
STATE OF ARKANSAS )
) ss.
COUNTY OF FAULKNER )
BE IT REMEMBERED that on this 2nd day of August,
1995, personally came before me, a Notary Public for the
State and county aforesaid, Charles D. Morgan, Jr., as
Chairman, CEO and President and Catherine L. Hughes, as
Secretary, respectively, of Acxiom Corporation, known to
me personally to be such, and acknowledged the said
Amended and Restated Certificate of Incorporation to be
their act and deed and that the facts stated therein are
true and correct.
GIVEN under my hand and seal of office the day and
year aforesaid.
/s/ Sharon Tackett
-----------------------
Notary Public
My Commission Expires: 4/3/2000
Trans Union Corporation
555 West Adams Street
Chicago, IL 60661
Re: Data Center Management Agreement
between Trans Union Corporation ("Trans Union")
and Acxiom Corporation ("Acxiom") dated July 27,
1992
Gentlemen:
This letter is written in conjunction with the
execution by Trans Union and Acxiom, concurrently with the
execution of this letter, of a certain Agreement to Extend
and Amend Data Center Management Agreement (the
"Amendment"). In further consideration of the mutual
promises, undertakings, relinquishments of rights, and other
considerations contained in the Amendment, Acxiom and the
undersigned shareholders of Acxiom hereby promise, agree,
and confirm that our letter to you dated July 27, 1992 (a
copy of which letter is attached hereto as Schedule A), in
which we agreed to use our best efforts to cause the
election to the Board of Directors of Acxiom one person
specified by Trans Union, shall be amended so as to increase
to two (2) persons, the number of persons specified by Trans
Union whom Acxiom and the undersigned shareholders shall use
their best efforts to elect to the Board of Directors of
Acxiom. Specifically, said letter is hereby deemed amended
so that, as amended, it shall read as set forth in Schedule
B hereto.
Very truly yours,
/s/ Charles D. Morgan, Jr.
------------------------------
Charles D. Morgan, Jr.,
individually and as direct
owner of certain shares
formerly held in the Voting
Trust dated September 30, 1983
/s/ Rodger S. Kline
------------------------------
Rodger S. Kline
/s/ James T. Womble
------------------------------
James T. Womble
ACXIOM CORPORATION
By: /s/ Charles D. Morgan, Jr.
------------------------------
President
Dated August 31, 1994
EXECUTION COPY
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT (this "Agreement") dated as of
October 26, 1994, between ACXIOM CORPORATION, a Delaware
corporation (the "Issuer"), and MARMON INDUSTRIAL
CORPORATION, a Delaware corporation (the "Purchaser").
Capitalized terms which are used but not otherwise defined
herein are defined in Section 5.1.
RECITALS
WHEREAS, pursuant to that certain letter agreement
dated August 31, 1994, between the Issuer and Trans Union,
Trans Union has notified the Issuer of the decision by the
Board of Directors of Trans Union approving the purchase of
500,000 shares (the "Shares") of the Issuer's common stock,
par value $0.10 per share (the "Common Stock");
WHEREAS, Purchaser is the owner of all of the
outstanding capital stock of Trans Union and, for internal
reporting and structuring purposes, Trans Union has
designated Purchaser to purchase the Shares; and
WHEREAS, the Issuer and the Purchaser desire to effect
the purchase and sale of the Shares upon the terms and
conditions hereinafter set forth.
NOW, THEREFORE, the parties agree as follows:
ARTICLE I
ISSUANCE OF THE COMMON STOCK
1.1 Sale of the Common Stock. Subject to the terms
and conditions set forth herein, on November 30, 1994 or
such earlier date as all of the conditions set forth in
Section 1.2 hereof are satisfied (the "Closing Date") (or
such other date as is established pursuant to Section 1.3),
the Issuer will sell to the Purchaser and the Purchaser will
purchase from the Issuer the Shares for a purchase price of
$23.92 per share or an aggregate of $11,960,000.00 (the
"Purchase Price"). Pursuant to such purchase and sale, on
the Closing Date the Purchaser will pay, by wire transfer of
immediately available funds to an account designated in
writing by the Issuer, the aggregate of the Purchase Price
for all of the Shares and the Issuer will deliver to the
Purchaser certificates for the Shares duly registered in the
name of the Purchaser or its designee.
1.2 Conditions to Closing.
(a) The Purchaser's obligation to
purchase the Shares and to pay the Purchase Price therefor
pursuant to Section 1.1 shall be subject to satisfaction or
waiver of each of the following conditions precedent:
<PAGE>
(i) the Issuer shall have taken all
actions necessary to authorize and issue the Shares;
(ii) the Purchaser shall have
received or be satisfied that the Issuer will receive all
consents and approvals from and made all filings with any
Governmental Authority or other third parties necessary to
be obtained, made or filed by the Issuer in connection with
the consummation of the transactions contemplated by this
Agreement and all waiting periods applicable under the HSR
Act to the transactions contemplated hereby shall have
expired or been terminated;
(iii) the representations and
warranties of the Issuer set forth in Article II hereof
shall be true and correct in all respects on and as of the
Closing Date as if such representations and warranties were
made on such date and the Issuer shall have delivered to the
Purchaser an Officer's Certificate, dated as of the Closing
Date and in form and substance reasonably satisfactory to
the Purchaser to the foregoing effect, together with such
other evidence as to the accuracy of such Officer's
Certificate as the Purchaser may reasonably request;
(iv) the Issuer shall have performed
all covenants and obligations and satisfied all conditions
on its part to be performed or satisfied pursuant to this
Agreement; and
(v) there shall not have occurred
any Material Adverse Change with respect to the Shares or
the Issuer and its Material Subsidiaries taken as a whole.
(b) The Issuer's obligation to issue and
sell the Shares to the Purchaser pursuant to Section 1.1
shall be subject to satisfaction or waiver of each of the
following conditions precedent:
(i) the Issuer shall have received
or be satisfied that the Purchaser will receive all consents
and approvals from and made all filings with any
Governmental Authority or other third parties necessary to
be obtained, made or filed by the Purchaser in connection
with the consummation of the transactions contemplated by
this Agreement and all waiting periods applicable under the
HSR Act to the transactions contemplated hereby shall have
expired or been terminated;
(ii) the representations and
warranties of the Purchaser set forth in Article III hereof
shall be true and correct in all respects on and as of the
Closing Date as if such representations and warranties were
made on such date and the Purchaser shall have delivered to
the Issuer an Officer's Certificate, dated as of the Closing
Date and in form and substance reasonably satisfactory to
<PAGE>
the Issuer to the foregoing effect, together with such other
evidence as to the accuracy of such Officer's Certificate as
the Issuer may reasonably request; and
(iii) the Purchaser shall have
performed all covenants and obligations and satisfied all
conditions on its part to be performed or satisfied pursuant
to this Agreement.
1.3 Timing of Closing.
(a) Either of the Issuer or the Purchaser
shall have the right to terminate this Agreement, effective
immediately prior to the Closing Date, by written notice
delivered to the other party prior to such time that
indicates such notifying party's belief (with reasonably
detailed substantiation of the basis therefor) that one or
more identified conditions to such party's obligations to
consummate the transactions contemplated herein shall not
have been satisfied by the time of the Closing Date. If such
a notice is so delivered, such termination will occur as
indicated above and in accordance with Section 6.10 hereof,
unless the unsatisfied conditions identified relate solely
to the failure to obtain on or prior to such Closing Date
any approval or clearance of a Governmental Authority
contemplated by Sections 1.2(a)(ii) or 1.2(b)(i) necessary
for consummation of the transactions contemplated herein.
(b) If this Agreement is not terminated
pursuant to Section 1.3(a), then (i) each of the Issuer and
the Purchaser shall be irrevocably obligated, subject to
Section 6.10, to consummate the purchase and sale of Shares
as soon as practicable after the last such Governmental
Authority approval or clearance contemplated by the Sections
referenced above has been obtained, and there shall be no
further or other conditions to either party's obligations to
consummate such transactions and (ii) the party who is
responsible for obtaining such Governmental Authority
approval(s) or clearance(s) that have not been obtained by
the Closing Date shall use its best efforts in good faith to
obtain the same as promptly as is practicable, and shall
notify the other party as soon as the same is or are
obtained.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE ISSUER
In order to induce the Purchaser to purchase the Shares
hereunder, the Issuer represents and warrants to the
Purchaser that the following representations and warranties
are true and correct in all respects as of the date hereof,
and will be so, as of the Closing Date and that, except as
set forth herein:
<PAGE>
2.1 Corporate Status.
(a) The Issuer is duly incorporated and
validly existing as a corporation in good standing under the
laws of the State of Delaware.
(b) The Issuer and each of its Material
Subsidiaries has the corporate power and authority to own,
lease and operate its properties and to conduct its business
as currently owned, leased, operated and conducted, except
in any instance where the failure to have such power and
authority does not have a Material Adverse Effect on the
Issuer and its Subsidiaries taken as a whole.
(c) The Issuer, and each of its Material
Subsidiaries, is qualified to do business in all
jurisdictions where its ownership, lease or operation of
property or the conduct of its business requires such
qualification, except where the failure to so qualify would
not have a Material Adverse Effect on the Issuer and its
Subsidiaries taken as a whole.
(d) The Issuer has corporate power and
authority to enter into and perform its obligations under
this Agreement.
2.2 Authorization/Enforceability. This Agreement has
been duly authorized, executed and delivered by the Issuer
and constitutes a valid and legally binding obligation of
the Issuer, enforceable in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and
to general equity principles.
2.3 Non-Contravention. The issuance and sale of the
Shares by the Issuer and the compliance by the Issuer with
all of the provisions of this Agreement and the consummation
of the transactions herein contemplated will not conflict
with or result in a breach or violation of any of the terms
or provisions of, or constitute a default under, or result
in the creation or imposition of any Lien upon any share of
the Common Stock, properties or assets of the Issuer
pursuant to the terms of, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to
which the Issuer or any of its Subsidiaries is a party or by
which the Issuer or any of its Subsidiaries is bound or to
which any share of the Common Stock, properties or assets of
the Issuer or any of its Subsidiaries is subject, nor will
such action result in any violation of the provisions of the
Restated Certificate of Incorporation or the Amended and
Restated Bylaws, in each case as amended to date, of the
Issuer or any statute or any order, rule or regulation of
any Governmental Authority having jurisdiction over the
Issuer or any of its Subsidiaries or any of their properties
or assets.
<PAGE>
2.4 Consents/Approvals. Except for filings and
approvals required by the HSR Act and except for compliance
with the securities laws of the States set forth on Part A
of Schedule 1 attached hereto, no consent, approval,
authorization, order, registration or qualification of or
with any Governmental Authority is required for the issuance
and sale of the Shares or the consummation by the Issuer of
the transactions contemplated by this Agreement.
2.5 Capitalization. As of September 30, 1994, the
authorized and outstanding shares of the capital stock of
the Issuer was as shown on Part B of Schedule 1 attached
hereto. All outstanding shares of the Common Stock have been
duly authorized and validly issued and are fully paid.
Except as set forth on Part B of Schedule 1 attached hereto,
there are as of the date hereof, and there will be as of the
Closing Date, no outstanding (i) shares of the Common Stock
or other voting securities of the Issuer, (ii) securities of
the Issuer convertible into or exchangeable for shares of
the Common Stock or other voting securities of the Issuer or
(iii) options or other rights to acquire from the Issuer, or
obligation of the Issuer to issue, shares of the Common
Stock, voting securities or securities convertible into or
exchangeable for shares of the Common Stock or other voting
securities of the Issuer (the securities and the rights to
acquire securities described in clauses (i), (ii) and (iii)
being referred to collectively as the "Issuer Securities").
There are as of the date hereof, and there will be as of the
Closing Date, no outstanding obligations of the Issuer or
any of its Subsidiaries to issue or deliver or to
repurchase, redeem or otherwise acquire any Issuer
Securities other than those listed on Part B of Schedule 1
attached hereto. Neither the issuance and sale of the Shares
nor the consummation of the transactions contemplated by
this Agreement grant any Person the right to acquire from
the Issuer any Issuer Securities (other than the Shares).
2.6 No Material Adverse Change.
(a) Since June 30, 1994, there has not been
any Material Adverse Change with respect to the Issuer and
its Subsidiaries taken as a whole.
(b) Since June 30, 1994, each of the Issuer
and its Subsidiaries has conducted its respective business,
operations and activities only in the ordinary course
consistent with past practice.
2.7 Share Authorization. The Shares have been duly
authorized and, when issued and delivered against payment
therefor as provided herein, will be duly and validly issued
and fully paid and nonassessable. Good and valid title to
the Shares, free and clear of all Liens, will be transferred
by the Issuer to the Purchaser.
<PAGE>
2.8 Issuer SEC Reports and Financial Statements.
(a) The Issuer has delivered to the
Purchaser true and complete copies of its Annual Report on
Form 10-K for the fiscal year ended March 31, 1994, Current
Report on Form 8-K dated May 20, 1994, Proxy Statement dated
June 15, 1994 for the Annual Meeting of Shareholders to be
held July 27, 1994, Annual Report to Shareholders For Fiscal
Year 1994 and Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1994, each in the form (including
exhibits and any amendments thereto) required to be filed
with the SEC (collectively, the "Issuer SEC Reports"). As of
their respective dates, each of the Issuer SEC Reports (i)
complied in all material respects with all applicable
requirements of the Securities Act and the Exchange Act, and
the rules and regulations promulgated thereunder,
respectively, and (ii) did not contain any untrue statement
of a material fact or omit to state a material fact required
to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under
which they were made, not misleading.
(b) Each of the audited consolidated
financial statements and unaudited consolidated interim
financial statements of the Issuer (including any related
notes and schedules thereto) included (or incorporated by
reference) in its Annual Report on Form 10-K for the fiscal
year ended March 31, 1994 or Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 1994, is materially
accurate and complete and fairly presents, in conformity
with GAAP applied on a consistent basis (except as may be
noted therein), the consolidated financial position of the
Issuer and its Subsidiaries as of its date and the
consolidated results of operations and changes in financial
position for the period then ended (subject, where
applicable, to normal year-end audit adjustments none of
which, alone or in the aggregate, would have a Material
Adverse Effect on the Issuer and its Subsidiaries taken as a
whole).
(c) Except as and to the extent set forth
(or incorporated by reference) in the Issuer's Annual Report
on Form 10-K for the fiscal year ended March 31, 1994 and
its Quarterly Report on Form 10-Q for the interim period
ended June 30, 1994, neither the Issuer nor any of its
Subsidiaries has any liability or obligation of any nature
whatsoever (whether due or to become due, accrued, fixed,
contingent, liquidated, unliquidated or otherwise) that
would be required by GAAP to be reflected on, or reserved
against in, a consolidated balance sheet (or in the
applicable notes thereto) of the Issuer or any of its
Subsidiaries prepared in accordance with GAAP consistently
applied, other than liabilities or obligations which arose
in the ordinary course of business and consistent with past
practices since such date and which do not or would not
individually or in the aggregate have a Material Adverse
<PAGE>
Effect. Since June 30, 1994, neither the Issuer nor any of
its Subsidiaries has incurred any material liability not
incurred in the ordinary course of business, whether
absolute or accrued, and, since June 30, 1994, neither the
Issuer nor any of its Subsidiaries has, to the Issuer's
knowledge, incurred any material contingent liability not
incurred in the ordinary course of business.
2.9 No Finder. Neither the Issuer nor any party
acting on its behalf has paid or become obligated to pay any
fee or commission to any broker, finder or intermediary for
or on account of the transactions contemplated by this
Agreement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
In order to induce the Issuer to issue and sell the
Shares hereunder, the Purchaser represents and warrants to
the Issuer that the following representations and warranties
are true and correct in all respects as of the date hereof,
and will be so, as of the Closing Date and that, except as
set forth herein:
3.1 Investment Intent. The Purchaser qualifies as an
"accredited investor" (as defined in Rule 501(a) of
Regulation D under the Securities Act) and is acquiring the
Shares hereunder for its own account and with no intention
of distributing or selling the Shares. The Purchaser agrees
that it will not sell or otherwise dispose of any of the
Shares unless such sale or other disposition has been
registered or is exempt from registration under the
Securities Act and has been registered or qualified or is
exempt from registration or qualification under applicable
securities laws of any State. The Purchaser understands that
the Shares being acquired by it hereunder have not been (and
are not being) registered under the Securities Act by reason
of their contemplated issuance in transaction(s) exempt from
the registration and prospectus delivery requirements of the
Securities Act pursuant to Section 4(2) thereof, and that
the reliance of the Issuer on such exemption from
registration is predicated in part on the representations
and warranties of the Purchaser hereunder. A restrictive
legend consistent with the foregoing has been or will be
placed on the certificates for the Shares, and related stop
transfer instructions will be noted in the transfer records
of the Issuer and/or its transfer agent for the Shares.
3.2 Corporate Status.
(a) The Purchaser is duly incorporated and
validly existing as a corporation in good standing under the
laws of the State of Delaware. Purchaser is the owner of all
of the outstanding capital stock of Trans Union.
<PAGE>
(b) The Purchaser has corporate power and
authority to own, lease and operate its properties and to
conduct its business as currently owned, leased, operated
and conducted and to enter into and perform its obligations
under this Agreement.
3.3 Authorization/Enforceability. This Agreement has
been duly authorized, executed and delivered by the
Purchaser and constitutes a valid and legally binding
obligation of the Purchaser, enforceable in accordance with
its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors'
rights and to general equity principles.
3.4 Non-Contravention. The purchase of the Shares by
the Purchaser and the compliance by the Purchaser with all
of the provisions of this Agreement and the consummation of
the transactions herein contemplated will not conflict with
or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, or result in
the creation or imposition of any Lien upon any of the
properties or assets of the Purchaser pursuant to the terms
of, any indenture, mortgage, deed of trust, loan agreement
or other agreement or instrument to which the Purchaser or
any of its Subsidiaries is a party or by which the Purchaser
or any of its Subsidiaries is bound or to which any of the
properties or assets of the Purchaser or any of its
Subsidiaries is subject, nor will such action result in any
violation of the provisions of the Certificate of
Incorporation or Bylaws of the Purchaser or any statute or
any order, rule or regulation of any Governmental Authority
having jurisdiction over the Purchaser or any of its
Subsidiaries or any of their properties.
3.5 Consents/Approvals. Except for filings and
approvals required by the HSR Act, no consent, approval,
authorization, order, registration or qualification of or
with any Governmental Authority is required for the purchase
of the Shares or the consummation by the Purchaser of the
transactions contemplated by this Agreement.
3.6 No Finder. Neither the Purchaser nor any party
acting on its behalf has paid or become obligated to pay any
fee or commission to any broker, finder or intermediary for
or on account of the transactions contemplated by this
Agreement.
ARTICLE IV
COVENANTS
4.1 Covenants of the Issuer.
<PAGE>
(a) The Issuer will (i) make on a prompt and
timely basis all governmental or regulatory notifications,
filings or submissions, including, without limitation, any
notifications, filings or submissions required by the HSR
Act or the securities laws of any State set forth on Part A
of Schedule 1 attached hereto, as necessary for the
consummation of the transactions contemplated hereby, (ii)
use all reasonable efforts to cooperate with the Purchaser
and its representatives in (A) determining which
notifications, filings and submissions are required to be
made prior to the Closing Date with, and which consents,
approvals, permits or authorizations are required to be
obtained prior to the Closing Date from, any Governmental
Authority in connection with the execution, delivery and
performance of this Agreement and the transactions
contemplated hereby and (B) timely making of all such
notifications, filings or submissions and timely seeking all
such consents, approvals, permits or authorizations, and
(iii) use all reasonable efforts to take, or cause to be
taken, all other action and do, or cause to be done, all
other things necessary or appropriate to consummate the
transactions contemplated by this Agreement.
(b) Except for the instruments and plans set
forth on Part B of Schedule 1 attached hereto, during the
period from the date of this Agreement to the Closing Date,
inclusive, the Issuer will not enter into any agreement or
legally binding commitment to give to any Person any right
to invest in or acquire shares of the Common Stock or any
security convertible into or exercisable for the Common
Stock of the Issuer.
(c) The Issuer acknowledges that upon
exercise of the Warrant, the Purchaser may become an
"Interested Stockholder" with respect to the Issuer for
purposes of Section 203 of the DGCL. Accordingly, prior to
the Closing Date (or as soon as possible thereafter if
otherwise impractical), the Issuer shall use its best
efforts to cause the Issuer's Board of Directors to approve
of the Purchaser's exercise of the Warrant, and purchase of
shares of the Common Stock pursuant thereto, for purposes of
Section 203(a)(1) of the DGCL.
(d) As soon as practical following the
execution of this Agreement, the Issuer shall prepare and
file with the NASD, and obtain the NASD's approval of, an
amendment to the Issuer's NASDAQ National Market Listing
Application reflecting the consummation of the transactions
completed hereby, together with all documents, instruments
and other materials which are or will be required to be
filed or delivered under the Issuer's NASDAQ listing
agreement and the NASD By-Laws.
<PAGE>
4.2 Covenants of the Purchaser. The Purchaser will
(a) make on a prompt and timely basis all governmental or
regulatory notifications, filings or submissions, including,
without limitation, any notifications, filings or
submissions required by the HSR Act, as necessary for the
consummation of the transactions contemplated hereby, (b)
use all reasonable efforts to cooperate with the Issuer and
its representatives in (i) determining which notifications,
filings and submissions are required to be made prior to the
Closing Date with, and which consents, approvals, permits or
authorizations are required to be obtained prior to the
Closing Date from, any Governmental Authority in connection
with the execution, delivery and performance of this
Agreement and the transactions contemplated hereby and (ii)
timely making of all such notifications, filings or
submissions and timely seeking all such consents, approvals,
permits or authorizations, and (c) use all reasonable
efforts to take, or cause to be taken, all other action and
do, or cause to be done, all other things necessary or
appropriate to consummate the transactions contemplated by
this Agreement.
ARTICLE V
DEFINITIONS
5.1 Defined Terms. As used herein the following
terms shall have the following meanings:
"Closing Date" has the meaning specified in Section 1.1
hereof.
"DGCL" means the General Corporation Law of the State
of Delaware, as amended.
"DCM Agreement" has the meaning specified in Section
6.1
"Exchange Act" means the Securities Exchange Act of
1934, as amended.
"GAAP" means generally accepted accounting principles
in effect in the United States of America from time to time.
"Governmental Authority" means any federal, state or
other political subdivision, and any agency, court,
department, entity or official exercising executive,
legislative, judicial, regulatory or administrative
functions of or pertaining to government.
"HSR Act" means the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.
"Issuer SEC Reports" has the meaning specified on
Section 2.8 hereof.
<PAGE>
"Issuer Securities" has the meaning specified in
Section 2.5 hereof.
"Lien" means any mortgage or deed of trust, pledge,
hypothecation, assignment, deposit arrangement, security
interest, lien, charge, easement (other than any easement
not materially impairing usefulness or marketability),
encumbrance, preference, priority or other security
agreement or preferential arrangement of any kind or nature
whatsoever (including, without limitation, any conditional
sale or other title retention agreement having substantially
the same economic effect as any of the foregoing).
"Material Adverse Change {or Effect)" means a change in
(or effect on) the condition (financial or otherwise),
results of operations, assets, earnings or business of a
Person, which change or development, individually or in the
aggregate, is materially adverse to such condition, results
of operations, assets, earnings or business.
"Material Subsidiaries" means those subsidiaries of the
Issuer listed on Schedule 2 attached to this Agreement.
"NASD" means the National Association of Securities
Dealers, Inc.
"NASDAQ" means the National Association of Securities
Dealers, Inc.'s Automated Quotation System.
"Officers' Certificate" shall mean a certificate
executed on behalf of the Issuer or the Purchaser, as
applicable, by its President and by one of its Vice
Presidents, Treasurer, Secretary or Assistant Secretary.
"Person" means any individual, partnership,
corporation, trust, joint venture, unincorporated
organization or Governmental Authority.
"Purchase Price" has the meaning specified in Section
1.1 hereof.
"Register", "registered" and "registration" refer to a
registration of shares of the Common Stock effected by
preparing and filing a registration statement with the SEC
in compliance with the Securities Act and the declaration or
ordering of the effectiveness of such registration
statement.
"Registration Rights Agreement" has the meaning
specified in Section 6.1 hereof.
"SEC" shall mean the Securities and Exchange Commission
or any other federal agency at the time administering the
Securities Act or the Exchange Act.
<PAGE>
"Securities Act" means the Securities Act of 1933, as
amended.
"Shares" has the meaning specified in Section 1.1 hereof.
"Subsidiary" means as to any Person, (i) a corporation
of which more than 50% of the outstanding capital stock
having full voting power is at the time directly or
indirectly owned by such Person or by one or more other
Subsidiaries of such Person or by such Person and one or
more Subsidiaries thereof or (ii) any other Person (other
than a corporation) in which such Person, or one or more
other Subsidiaries of such Person or such Person and one or
more other Subsidiaries thereof, directly or indirectly, has
at least a majority ownership and power to direct the
policies, management and affairs thereof.
"Trans Union" shall mean Trans Union Corporation, a
Delaware corporation.
"Warrant" refers to the warrant described in Section
6.1(b) hereof.
5.2 Other Definitional Provisions.
(a) All terms defined in this Agreement
shall have the defined meanings when used in any
certificate, report or other document made or delivered
pursuant hereto or thereto, unless the context otherwise
requires.
(b) Terms defined in the singular shall have
a comparable meaning when used in the plural, and vice
versa.
(c) All matters of an accounting nature in
connection with this Agreement and the transactions
contemplated hereby shall be determined in accordance with
GAAP as are generally accepted as consistently applied by
the Issuer at the date of such computation.
(d) As used herein, the neuter gender shall
also denote the masculine and feminine, and the masculine
gender shall also denote the neuter and feminine, where the
context so permits.
(e) The words "hereof", "herein" and
"hereunder", and words of similar import, when used in this
Agreement shall this Agreement as a whole and not to any
particular provision of this Agreement.
ARTICLE VI
MISCELLANEOUS
6.1 Understandings relating to the DCM Agreement
and the Registration Rights Agreement.
<PAGE>
(a) The Purchaser shall be entitled to the
same registration and other rights with respect to the
Shares as are granted to Trans Union pursuant to (i) Section
5.1.3.3 ("Registration Rights"), Section 5.1.3.4 ("Demand
Registration Rights") and Section 5.1.3.7.3 ("Dilution
Effect") of that certain Data Center Management Agreement
between Trans Union and the Issuer, dated as of July 27,
1992, as amended by the amendment thereto dated August 31,
1994 (as such agreement has heretofore been and may
hereafter be amended, the "DCM Agreement") and (ii) that
certain Registration Rights Agreement between Trans Union
and the Issuer, dated as of July 27, 1992, as amended by the
amendment thereto dated August 31, 1994 (as such agreement
has heretofore been and may hereafter be amended, the
"Registration Rights Agreement"); provided, however, that
the Purchaser and Trans Union shall be entitled,
collectively, to exercise their rights under Section 3.0 of
the Registration Rights Agreement no more than an aggregate
of twice and any such exercise shall be for all but not less
than all of the Eligible Securities (as defined in Section
1.0 of the Registration Rights Agreement) held by Trans
Union, all but not less than all of the Eligible Securities
held by the Purchaser or all but not less than all of the
Eligible Securities held by both Trans Union and the
Purchaser, as Trans Union and the Purchaser may, in their
sole discretion, decide.
(b) Capitalized terms used in each of the
DCM Agreement and the Registration Rights Agreement shall
have the meanings as set forth therein, respectively;
provided, however, that all references to "Acxiom Stock" (as
defined in Section 5.1.3.1.1(a) of the DCM Agreement) and
all references to "Eligible Securities" in each of the DCM
Agreement, the Registration Rights Agreement and Section
6.1(a) hereof shall be deemed to refer to and include the
Shares; provided, further, however, that the term "Acxiom
Stock" shall not be deemed to refer to or include the Shares
(i) for the purposes of the warrant to purchase shares of
the Common Stock issued pursuant to Section 5.1.3.1(f) of
the DCM Agreement (the "Warrant"), or (ii) for any other
purpose, right or obligation contained in or pursuant to the
DCM Agreement, except as may be necessary or appropriate in
respect of the rights and obligations of each of the Issuer
and the Purchaser pursuant to Section 6.1(a) hereof.
6.2 Communications. All communication hereunder
shall be in writing (including telegraphic communication)
and shall be sent by telegraph, facsimile or overnight
courier or delivered in person to the Purchaser at 225 West
Washington Street, Chicago, Illinois 60606, facsimile number
(312) 845-5305, Attention: President (with a copy to Neal
Gerber & Eisenberg at Two North LaSalle Street, Suite 2200,
Chicago, Illinois 60602, facsimile number (312) 269-1747,
Attention: Ross D. Emmerman, Esq.), and to the Issuer at 301
Industrial Boulevard, Conway, Arkansas 72032, facsimile
number (501) 371-0806, Attention: President (with a copy to
<PAGE>
Wright, Lindsey & Jennings at 200 West Capitol Avenue, Suite
2200, Little Rock, Arkansas 72201, facsimile number (501)
376-9442, Attention: N.M. Norton, Jr., Esq.), or to such
other addresses or Persons as the Purchaser or the Issuer
may designate by notice in writing. Notices shall be deemed
to have been given when received.
6.3 Non-Waiver of Remedies and Actions. No course of
dealing between the Issuer and the Purchaser with respect to
any shares of the Common Stock, or any delay on the part of
either such party in exercising any rights available to such
party, shall operate as a waiver of any right of such party,
except to the extent expressly waived in writing by such
party.
6.4 Headings. The headings in this Agreement are for
purposes of reference only and shall not be considered in
construing this Agreement.
6.5 Counterparts. This Agreement may be executed in
any number of counterparts, each of which when so executed
and delivered shall constitute an original and all together
shall constitute one agreement, with such counterparts being
deliverable by facsimile with the original being transmitted
by overnight courier.
6.6 Successors and Assigns. Except as otherwise
specifically provided herein, this Agreement shall bind and
inure to the benefit of the Issuer's and the Purchaser's
respective successors and permitted assigns; provided,
however, that neither the Issuer nor the Purchaser shall
have any right to assign any of its rights hereunder or any
interest herein without obtaining the written consent of the
other to such assignment, and any purported assignment made
without obtaining such written consent shall be null and
void. Notwithstanding the foregoing, any Person who is a
holder of any share(s) of the Common Stock shall have all
rights and benefits afforded to such holder, in its capacity
as such, pursuant and subject to the terms of the Restated
Certificate of Incorporation and the Amended and Restated
Bylaws of the Issuer, in each case as amended to date,
receipt of copies of which is acknowledged by the Purchaser.
6.7 Survival. Notwithstanding any investigation made
by either party, all covenants, agreements, representations
and warranties made herein and in certificates delivered
pursuant hereto shall survive the Closing Date and the
delivery to the Purchaser of the Shares.
6.8 Enforceability. If any term or provision of this
Agreement, or the application thereof to any Person or
circumstance, shall, to any extent, be invalid or
unenforceable, the remaining terms and provisions of this
Agreement or application to other Persons and circumstances
shall not be invalidated thereby, and each term and
provision hereof shall be construed with all other remaining
terms and provisions hereof to effect the intent of the
parties hereto to the fullest extent permitted by law.
<PAGE>
6.9 Law Governing. This Agreement shall be construed
and enforced in accordance with and shall be governed by the
laws of the State of Delaware, without giving effect to its
conflict of laws provisions.
6.10 Termination.
(a) Subject to the provisions of Section
1.3(b) hereof, this Agreement shall terminate without any
liability of the parties hereto if the purchase and sale of
the Shares contemplated by Section 1.1 shall not have
occurred by November 30, 1994; provided, however, that prior
to any such termination the parties shall discuss in good
faith extension of the term of this Agreement beyond such
date with any such revisions to the terms hereof as may be
appropriate under the circumstances.
(b) In addition, in the event that on the
Closing Date, any condition to the obligation of either
party to consummate the transaction has not been satisfied
and either of the parties shall have exercised its right to
terminate this Agreement based thereon as provided in
Section 1.3(a), then this Agreement shall be terminated as
provided in Section 1.3(a), which termination shall be
without liability to either party hereunder.
6.11 Public Announcements. The Issuer and the
Purchaser each hereby agrees it will not issue any press
release or otherwise make any public statement or respond to
any press inquiry with respect to this Agreement, the
transactions contemplated hereby or Agreements or
transactions referred to herein without the prior approval
of the other party except as may be required by applicable
law.
6.12 Expenses. Except as otherwise provided herein,
all costs and expenses incurred in connection with this
Agreement and the transactions contemplated hereby shall be
paid by the party incurring such expense.
6.13 Amendments. This Agreement may not be amended,
waived or modified, in whole or in part, except by a writing
signed on behalf of the parties hereto.
6.14 Third Party Beneficiaries. Nothing herein
expressed or implied is intended or shall be construed to
confer upon or give to any Person (other than the parties
hereto) any rights or remedies under or by reason of this
Agreement.
6.15 Further Assurances. From time to time after the
date hereof, the parties will, at their expense, and without
further consideration, execute and deliver such other
documents and instruments and take such other actions as are
reasonably requested to effect the purposes and intent of
this Agreement.
<PAGE>
6.16 Integration. This Agreement contains the entire
understanding of the parties with respect to the subject
matter hereof, and cancels and supersedes any and all prior
agreements, understandings or arrangements, whether written
or oral.
IN WITNESS WHEREOF, the parties hereto have caused this
Stock Purchase Agreement to be duly executed and delivered
as of the day and year first above written.
THE ISSUER:
ACXIOM CORPORATION,
a Delaware corporation
/s/ Charles D. Morgan, Jr.
By: --------------------------
Charles D. Morgan, Jr.
Chairman of the Board
THE PURCHASER:
MARMON INDUSTRIAL
CORPORATION, a Delaware
corporation
By: /s/ Robert C. Gluth
-----------------------------
Robert C. Gluth
Vice President and Secretary
<PAGE>
SCHEDULE 1
A. STATES REQUIRING STATE SECURITIES LAW FILINGS
None.
B. CAPITALIZATION OF THE ISSUER
As of September 30, 1994,
Preferred stock, $1.00 par value, 1,000,000
authorized, all unissued.
Common stock $0.10 par value, 20,000,000
authorized, 10,651,163 shares outstanding.
Stock Option Plans:
The Issuer has two stock option plans -- for its
U.S. employees, a Key Employee Stock Option Plan
for which 2.8 million shares of the Issuer's
common stock have been reserved, and for its U.K.
employees, a U.K. Share Option Scheme for which
1.4 million shares of the Issuer's common stock
have been reserved. Pursuant to these plans,
options for 1,037,030 shares are currently
outstanding, 219,249 of which are currently
exercisable.
Stock Purchase Plan:
The Issuer maintains an employee stock purchase
plan which provides for the purchase of shares of
common stock by employees through payroll
deductions which may not exceed 10% of employee
compensation. The plan is registered with the
Securities and Exchange Commission, but the number
of shares registered for issuance is not fixed.
The price of stock purchased under the plan is 85%
of the market price as of the date the stock is
purchased for the employee by the Trustees of the
plan.
Retirement Savings Plan:
The Issuer has a retirement savings plan which
covers substantially all domestic employees. The
Issuer matches 50% of the employee's salary
deferred contributions up to 6% annually and may
contribute amounts to the plan from the Issuer's
earnings at the discretion of the Board of
Directors. Issuer contributions amounted to
approximately $417,000, 383,000 and 308,000 in
1994, 1993 and 1992, respectively. All Issuer
contributions are made in the Issuer's common
stock.
<PAGE>
Trans Union Corporation Warrant:
In August 1992, Trans Union Corporation ("Trans
Union") acquired a warrant (the "Warrant") in
connection with the Issuer's purchase of certain
assets pursuant to the DCM Agreement. The
Warrant, which expires on August 31, 2000,
entitles Trans Union to acquire up to l,000,000
additional shares of the Issuer's newly issued
common stock ("Warrant Stock"). The exercise
price of the Warrant Stock is $11.25 per share in
years one through five of the agreement, $12.25 in
year six, $13.25 in year seven and $14.25 in year
eight. The first 250,000 shares became
exercisable as of the closing of the DCM Agreement
and the remaining 750,000 shares became
exercisable on August 31, 1994 when Trans Union
notified the Issuer of Trans Union's intent to go
forward with the second phase (7 1/2 years) of the
DCM Agreement. Trans Union is precluded from
exercising the Warrant to the extent that the
shares acquired thereunder would cause its
percentage ownership of the Issuer's common stock
acquired pursuant to the DCM Agreement to exceed
10% of the Issuer's then issued and outstanding
common stock. Based on shares outstanding at
September 30, 1994, and giving effect to the
shares issued pursuant to this Agreement, Trans
Union would currently be entitled to purchase
approximately 705,684 additional shares of the
Issuer's common stock.
<PAGE>
SCHEDULE 2
MATERIAL SUBSIDIARIES OF THE ISSUER
Jurisdiction of
Name of Subsidiary Incorporation
------------------ ---------------
Acxiom Chicago Data Center, Inc. Arkansas
Acxiom Children's Center, Inc. Arkansas
Acxiom RM-Tools, Inc. Arkansas
Acxiom Transportation Services, Inc. Arkansas
BSA, Inc. New Jersey
Modern Mailers, Inc. Delaware
Acxiom U.K., Ltd. United
Kingdom
Marketlead Services, Ltd. United
(Agency company of Acxiom, U.K., Ltd.) Kingdom
Southwark Computer Services, Ltd. United
(Agency company of Acxiom, U.X., Ltd.) Kingdom
October 16, 1995
Acxiom Corporation
Post Office Box 2000
301 Industrial Boulevard
Conway, Arkansas 72033-2000
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 808,370
shares of the Company's common stock, $.10 par value per
share (the "Shares"), to be offered in connection with the
Acxiom Corporation/DataQuick Incentive and Nonqualified
Stock Option Plans (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 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
The Board of Directors
Acxiom Corporation
We consent to incorporation by reference in the registration
statement on Form S-8 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.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Little Rock, Arkansas
October 13, 1995
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-8
pertaining to the registration of up to 808,370 shares of
the Company's Common Stock, $.10 par value per share, to be
offered to certain employees pursuant to the Acxiom
Corporation/DataQuick Incentive and Non-qualified Stock
Option Plans 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.
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.
<PAGE>
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-8
pertaining to the registration of up to 808,370 shares of
the Company's Common Stock, $.10 par value per share, to be
offered to certain employees pursuant to the Acxiom
Corporation/DataQuick Incentive and Non-qualified Stock
Option Plans 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
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 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-8
pertaining to the registration of up to 808,370 shares of
the Company's Common Stock, $.10 par value per share, to be
offered to certain employees pursuant to the Acxiom
Corporation/DataQuick Incentive and Non-qualified Stock
Option Plans 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
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 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-8
pertaining to the registration of up to 808,370 shares of
the Company's Common Stock, $.10 par value per share, to be
offered to certain employees pursuant to the Acxiom
Corporation/DataQuick Incentive and Non-qualified Stock
Option Plans 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/ Walter V. Smiley
--------------------------
Walter V. Smiley
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 Walter V.
Smiley, 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-8
pertaining to the registration of up to 808,370 shares of
the Company's Common Stock, $.10 par value per share, to be
offered to certain employees pursuant to the Acxiom
Corporation/DataQuick Incentive and Non-qualified Stock
Option Plans 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
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-8
pertaining to the registration of up to 808,370 shares of
the Company's Common Stock, $.10 par value per share, to be
offered to certain employees pursuant to the Acxiom
Corporation/DataQuick Incentive and Non-qualified Stock
Option Plans 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
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.
<PAGE>
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-8
pertaining to the registration of up to 808,370 shares of
the Company's Common Stock, $.10 par value per share, to be
offered to certain employees pursuant to the Acxiom
Corporation/DataQuick Incentive and Non-qualified Stock
Option Plans 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
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-8
pertaining to the registration of up to 808,370 shares of
the Company's Common Stock, $.10 par value per share, to be
offered to certain employees pursuant to the Acxiom
Corporation/DataQuick Incentive and Non-qualified Stock
Option Plans 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
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
