Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 2000
301 Industrial Boulevard
Conway, Arkansas 72033-2000
(501) 336-1000
(Address, including zip code and telephone number,
including area code, of registrant's principal
executive offices)
Catherine L. Hughes
Acxiom Corporation
P.O. Box 2000
301 Industrial Boulevard
Conway, Arkansas 72033-2000
(501) 336-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
John Clayton Randolph
Friday, Eldredge & Clark
400 West Capitol Avenue, Suite 2000
Little Rock, Arkansas 72201-3493
(501) 370-1559
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[S-3 Cover Page Continued]
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration
Statement as determined by market conditions.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.
[ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box.
[X]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
[ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
[ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
[ ]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount
Title of Amount Offering Aggregate of
Securities to to be Price Per Offering Registration
be Registered Registered Unit(l) Price(l) Fee
Common Stock
($0.10 Par Value) 769,579 $33.25 $25,588,501.75 $ 8,823.62
(1) Calculated pursuant to Rule 457 (c) on the basis of the average of the high
and low reported sales prices on the Nasdaq National Market on July 11, 1996.
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The registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION
July 12, 1996
769,579 SHARES
ACXIOM CORPORATION
COMMON STOCK
The 769,579 shares of Common Stock being offered hereby (the "Shares")
are being sold by the Selling Shareholders. See "Selling Shareholders." The
Company will not receive any of the proceeds from the sale of the Shares being
sold by the Selling Shareholders. The Shares will be offered by the Selling
Shareholders directly in negotiated transactions or otherwise at market prices
prevailing at the time of the sale, at prices related to such prevailing market
prices or at prices otherwise negotiated. The accompanying prospectus supplement
sets forth the offering price and any other terms in connection with the
offering and sale of the Shares.
Prices for the Common Stock of the Company are quoted on the Nasdaq
National Market under the symbol "ACXM." On July 11, 1996, the last reported
sale price of the Common Stock quoted on the Nasdaq National Market was
$33.50.
<PAGE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is , 1996.
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[Inside Cover Page]
No person has been authorized in connection with the offering made
hereby to give any information or to make any representation not contained in
this Prospectus, and, if given or made, such information or representation must
not be relied upon as having been authorized by the Company or the Selling
Shareholders. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities offered hereby to any
person or by anyone in any jurisdiction in which it is unlawful to make such
offer or solicitation. Neither the delivery of this Prospectus at any time nor
any sale made hereunder shall, under any circumstances, create any implication
that the information herein is correct as of any date subsequent to the date
hereof.
AVAILABLE INFORMATION
Acxiom Corporation (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information concerning the Company may be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Chicago Regional Office, Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511, and New York Regional Office,
7 World Trade Center, Suite 1300, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Company has filed with the Commission a Registration Statement on
Form S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended. This
Prospectus does not contain all the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information, reference is hereby made
to the Registration Statement.
<PAGE>
[Inside Cover Page Continued]
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company with the Commission (File
No. 0-13163), are hereby incorporated in this Prospectus by reference:
(i) Annual Report on Form 10-K for the fiscal year ended March 31, 1996;
(ii) Current Report on Form 8-K dated April 30, 1996, as amended by a
Form 8-K/A filed July 12, 1996;
(iii) Report on Form 10-C filed April 17, 1996;
All other documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to termination of the offering of the Shares shall be deemed to be
incorporated by reference and to be a part of this Prospectus from the date of
filing of such document. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for the purpose of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the request of any such person, a copy of
any or all of the documents incorporated herein by reference, other than the
exhibits to such information (unless such exhibits are specifically incorporated
by reference in such documents). Requests should be directed to Acxiom
Corporation, P.O. Box 2000, 301 Industrial Boulevard, Conway, Arkansas
72033-2000, Attention: Catherine L. Hughes, telephone (501) 336-1000.
THE COMPANY
The Company's traditional business is the provision of data processing
and related computer-based services to direct marketing organizations and to the
marketing departments of large corporations in the United States and the United
Kingdom. Since its inception in 1969, the Company has evolved into what
management believes, based upon its knowledge of the industry, is a leading
provider of computer-based services to the direct marketing industry. The
Company offers a broad range of services to direct marketers and to other
businesses which utilize direct marketing techniques such as direct mail
advertising, database marketing and mining of data warehouses. The Company
assists its customers with the marketing process, from project design, to list
cleaning, list enhancement and list production, to database creation and
management, to fulfillment and consumer response analysis.
<PAGE>
The Company also offers outsourcing/facilities management and
information management services whereby the Company manages the data processing
and information systems functions for its customers. Such customers and
prospects include traditional direct marketing companies as well as companies
which manage information about households and businesses. Management anticipates
that delivery of data and information products will continue to expand during
the foreseeable future, and that such services will increasingly generate a
greater percentage of the Company's revenue.
The Company was incorporated in Delaware in 1983 and succeeded by
merger to the business of Conway Communications Exchange, Inc., an Arkansas
corporation incorporated in 1969 as Demographics, Inc., which thereafter changed
its name to Conway Communications Exchange, Inc. Effective upon the 1983 merger,
the Company operated as CCX Network, Inc. until 1988, when the name Acxiom
Corporation was adopted.
The executive offices of the Company are located at 301 Industrial
Boulevard, Conway, Arkansas 72032, telephone number: (501) 336-1000.
RECENT DEVELOPMENTS
On April 1, 1996, the Company purchased substantially all of the assets
and assumed certain liabilities of Direct Media/DMI, Inc. ("DMI") for
Twenty-Five Million Dollars ($25,000,000.00). The purchase price is payable in
three years and may, at DMI's option, be paid in 1,000,000 shares of the
Company's Common Stock in lieu of cash. Headquartered in Greenwich, Connecticut,
DMI provides list brokerage, management and consulting services to
business-to-business and consumer list owners and mailers.
On April 9, 1996, the Company acquired all of the outstanding capital
stock of Pro CD, Inc. ("Pro CD"), a publisher of reference software on CD-ROM
(the "Acquisition"). The Company exchanged 1,656,662 shares of its Common Stock
for all of the outstanding shares of capital stock of Pro CD. Additionally, the
Company assumed all of the outstanding options granted under Pro CD's employee
stock option plans, with the result that as of April 9, 1996, 147,068 shares of
the Company's Common Stock were subject to issuance upon exercise of such
options. Pro CD is headquartered in Danvers, Massachusetts. The transaction was
accounted for as a pooling of interests.
USE OF PROCEEDS BY THE COMPANY
The Company will neither receive any proceeds from the Shares being
offered by the Selling Shareholders, nor will any such proceeds be available for
use by it or for its benefit.
<PAGE>
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The following table shows for the periods indicated the high and low
closing sales prices of the Common Stock as quoted on the Nasdaq National
Market.
Fiscal Year Ended High Low
March 31, 1995:
First Quarter $ 11 $ 9-1/4
Second Quarter 14-1/4 10-1/4
Third Quarter 15 13
Fourth Quarter 18 13-5/8
March 31, 1996:
First Quarter $ 25-1/4 $ 16-1/4
Second Quarter 28-1/4 22-3/4
Third Quarter 31-3/4 26
Fourth Quarter 28 22-1/2
March 31, 1997:
First Quarter $ 35-3/4 $ 23-7/8
Second Quarter (through July 11, 1996) $ 36-1/2 $ 32-1/2
The information in the table above has been retroactively adjusted to
reflect a two-for-one stock split effected in the form of a stock dividend
effective January 10, 1995.
A recent reported closing sales price of the Common Stock as quoted on
the Nasdaq National Market is set forth on the cover page of this Prospectus.
The Company has never paid cash dividends on its Common Stock. The
Company presently intends to retain earnings to provide funds for its business
operations and for the expansion of its business. Thus, it does not anticipate
paying cash dividends in the foreseeable future.
SELLING SHAREHOLDERS
As discussed under "Recent Developments," the Company, on April 9,
1996, acquired all of the outstanding capital stock of Pro CD, Inc. Shareholders
of Pro CD received, in the aggregate, 1,656,662 shares of the Company's Common
Stock in exchange for the shares of capital stock of Pro CD held by them. Under
the terms of such Acquisition, the shareholders of Pro CD received the right to
demand registration of their shares of Common Stock of the Company. The table
below sets forth the name of each former stockholder of Pro CD and the number of
shares of Company Common Stock received by each of them pursuant to the
Acquisition. Additionally, set forth beside each name in the following table is
the number of shares of Company Common Stock to be offered by such individual
pursuant to the offering described herein.
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Number of Shares
Number of Shares of Acxiom Common
of Acxiom Common Stock to be
Stock Beneficially Offered Pursuant
Name Owned to this Offering
Battery Ventures III, L.P.(1) 282,981 282,981
James E. Bryant, Jr. 741,405 37,070
The James Bryant Irrevocable 59,955 59,955
Children's Trust
Thomas C. Clark 860 860
Loretta Howard 1947 Trust f/b/o 2,664 2,664
Deirdre Pirie Trustee - Harris
Bank Winnetka
Highland Capital Partners II Limited 282,981 282,981
Partnership(2)
Charles V. McDermott 30,353 30,353
The Powell Group Venture Fund, 14,089 14,089
L.P.
The Powell/Pro CD Fund 26,646 26,646
Private Trust Company (Scott M. 204,164 20,416
Beatty)
Dominic A. Visconsi, Jr. 10,564 10,564
1. Shares to be sold in this offering by Battery Ventures III, L.P. may
be sold by the partnership or by certain partners of the partnership
after a distribution, for no additional consideration, in accordance
with the terms of the partnership agreement.
2. Shares to be sold in this offering by Highland Capital Partners II
Limited Partnership may be sold by the partnership or by certain
partners of the partnership after a distribution, for no additional
consideration, in accordance with the terms of the partnership
agreement.
Pursuant to the terms of a Registration Rights Agreement (as defined
below) and a Stock Purchase Agreement (as defined below) each of Trans Union
Corporation ("Trans Union") and Marmon Industrial Corporation ("MIC") is
entitled to registered shares of the Company's Common Stock held by it in the
event the Company determines to file a registration statement for shares of the
Company's Common Stock. In August of 1995, Trans Union and MIC requested the
Company to register, in the aggregate, 1,960,000 shares of the Company's Common
Stock. Trans Union has notified the Company of its desire to include 500
additional shares of the Company's Common Stock held by it in the registration
statement of which this prospectus is a part. The Company has also agreed to
register 500 shares of the Company's Common Stock held by Mayari Pritzker, wife
of Robert A. Pritzker, chairman of MIC and a director of the Company. The
following table sets forth the number of shares of Company Common Stock held by
each of Trans Union and Mrs. Pritzker and the number of shares of Company Common
Stock to be included by each of them pursuant to this offering.
<PAGE>
Number of Shares of
Number of Shares of Acxiom Common Stock
Acxiom Common Stock to be Offered Pursuant
Name Beneficially Owned to this Offering
Trans Union Corporation 960,500(1) 500(2)
Mayari Pritzker(3) 500 500
(1) Additionally, pursuant to the terms of a Warrant (as defined
below), Trans Union has the right to purchase up to 2,000,000 shares of the
Company's Common Stock at exercise prices ranging from $5.625 to $7.125 per
share; however, the total number of shares held by Trans Union (excluding any
shares acquired by Trans union in the open market) may not exceed 10% of the
Company's then issued and outstanding shares.
(2) These shares were transferred to Trans Union from Harry C. Gambill,
a director, but not an officer, of the Company. Each director who is not an
officer of the Company receives an annual grant of 500 shares of unregistered
Common Stock and a $1,500 fee for each meeting he or she attends. Pursuant to
Trans Union policy, any retainer fees received by Mr. Gambill become the
property of Trans Union.
(3) Mrs. Pritzker is the wife of Robert A. Pritzker, a director,
but not an officer, of the Company. Each director who is not an officer of the
Company receives an annual grant of 500 shares of unregistered Common Stock and
a $1,500 fee for each meeting he or she attends. Mr. Pritzker transferred
ownership of his 500 shares of Common Stock to his wife.
MIC is the parent company of Trans Union, and, taking into account the
shares of the Company's Common Stock that Trans Union could purchase pursuant to
the Warrant, Trans Union and MIC jointly would beneficially own approximately
13.7% of the Company's then outstanding shares. Trans Union and the Company are
parties to a Data Agreement (as defined below) pursuant to which the Company is
providing Trans Union with various Data Center management services and will do
so through the year 2002. Also, pursuant to the terms of the Data Agreement,
Trans Union has the right to designate two individuals to be elected to the
Company's Board of Directors. Currently, Harry C. Gambill of Trans Union and
Robert A. Pritzker of MIC are members of the Company's Board of Directors.
Collectively, Mrs. Pritzker, Trans Union, and the former shareholders of Pro CD
are referred to herein as the "Selling Shareholders."
DESCRIPTION OF CAPITAL STOCK
The following description of the Company's capital stock is qualified
in its entirety by the provisions of the Company's Amended and Restated
Certificate of Incorporation, the Company's By-Laws, the Data Center Management
Agreement dated as of July 27, 1992, and as amended on August 31, 1994 ("Data
Agreement"), between the Company and Trans Union, the Warrant, effective August
31, 1992 (the "Warrant"), issued to Trans Union to purchase 2,000,000 shares of
the company's Common Stock, the Registration Rights Agreement effective August
31, 1992, and as
<PAGE>
amended on August 31, 1994 ("Registration Rights Agreement"), between the
company and Trans Union, a Letter Agreement (the "Second Letter Agreement")
dated as of August 31, 1994 between the Company and Trans Union, and the Stock
Purchase Agreement (the "Stock Purchase Agreement") dated October 26, 1994
between the Company and MIC, which are exhibits to the registration statement of
which this Prospectus is a part.
The authorized capital stock of the Company currently consists of
60,000,000 shares of Common Stock $0.10 par value per share ("Common Stock"),
and 1,000,000 shares of Preferred Stock, $1.00 par value per share ("Preferred
Stock,"). At June 30, 1996, 25,474,184 shares of the Company's Common Stock
were outstanding. No shares of the Company's Preferred Stock currently are
outstanding. The Company will request shareholders at the Annual Meeting of
Shareholders, to be held July 24, 1996, to approve an amendment to the Company's
Certificate of Incorporation to increase the number of authorized shares of
Common Stock from 60,000,000 to 200,000,000.
Common Stock
General Provisions. Subject to the prior rights of the holders of any
shares of Preferred Stock that may be outstanding, the holders of Common Stock
are entitled to such dividends as the Board of Directors, in its discretion, may
declare out of earnings and surplus. Holders of shares of Common Stock are
entitled to one vote for each share held on all matters brought before the
holders of Common Stock, including the election of directors. The Common Stock
has no cumulative voting rights, is not redeemable, and has no preemptive or
conversion rights. In the event of liquidation, dissolution or winding up of the
Company, whether voluntarily or involuntarily, the holders of Common Stock will
be entitled to share ratably in any assets or funds of the Company remaining
after payment of the Company's liabilities and of preferences on any outstanding
shares of Preferred Stock. All of the outstanding shares of Common Stock are
fully paid and non-assessable.
The Transfer Agent and Registrar for the Common Stock is First Chicago
Trust Company of New York, located in Jersey City, New Jersey.
Certain Other Provisions. Certain of the provisions contained in the
Amended and Restated Certificate of Incorporation and By-Laws of the Company are
designed to deter, or may have the effect of deterring, certain efforts to seek
changes in the control of the Company without approval of the Board of
Directors. These provisions tend to discourage such attempts because of the
additional time and expense involved and the increased risk of failure. As a
result, the provisions may adversely affect the price that a potential purchaser
would be willing to pay for the Common Stock, thereby reducing the amount a
shareholder might realize in, for example, certain tender offers for the Common
Stock.
The Company's Board of Directors is classified into three classes, as
nearly equal in number as possible, with the members of each class being elected
to hold office for three year terms with approximately one-third elected
annually. Therefore, a change in the control of the Board of Directors cannot be
accomplished in any one year, and at least two annual meetings of the holders of
the Common Stock must be held before a majority of the members of the Board of
Directors can be changed. This provision of the Amended and Restated Certificate
of Incorporation may not be
<PAGE>
amended, altered or repealed without the affirmative vote of the holders of 80%
of the votes entitled to be cast by the holders of the Common Stock.
The Amended and Restated Certificate of Incorporation also provides
that shareholders may take action without a meeting only by unanimous written
consent. This provision may not be amended, altered or repealed without the
affirmative vote of the holders of 80% of the votes entitled to be cast by the
holders of the Common Stock.
The Amended and Restated Certificate of Incorporation requires the
approval of the holders of at least 80% of the votes entitled to be cast by the
holders of the Common Stock for a broad spectrum of transactions defined therein
as "Business Combinations" involving the company and any person or group holding
5% or more of the Common Stock ("Interested Stockholder"). Such special voting
requirement does not apply if the transaction is either approved by a majority
of the members of the Board of Directors who are unaffiliated with the
Interested Stockholder, and who were Directors before the Interested Stockholder
became an Interested Stockholder, or certain minimum price and procedural
requirements are met. This provision of the Amended and Restated Certificate of
Incorporation may not be amended, altered or repealed, except by the
supermajority vote required to approve a Business Combination.
The Amended and Restated Certificate of Incorporation requires the
approval of the holders of at least 66-2/3% of the votes entitled to be cast by
the holders of the Common Stock to approve any merger or consolidation of the
Company with any other person, or any sale, lease, exchange, mortgage, pledge,
transfer or other disposition by the Company of its property or assets, and any
dissolution or liquidation of the Company for which the General Corporation Law
of the State of Delaware requires shareholder approval.
Agreements with Trans Union. Pursuant to the First and Second Letter
Agreements, which were executed in connection with the Data Agreement, the
Company has agreed to use its best efforts to cause two persons designated by
Trans Union to be elected to the Board of Directors of the Company. At the date
hereof, Trans Union has designated Harry C. Gambill and Robert A. Pritzker to be
members of the Company's Board of Directors. This undertaking by the Company is
in effect from August 31, 1992 until the later of August 31, 2002 or termination
of the Data Agreement.
As part of the consideration for the Data Agreement, the Company issued
to Trans Union a Warrant to purchase up to 2,000,000 shares of Company Common
Stock prior to August 21, 2000, at exercise prices ranging from $5.625 per share
to $7.125 per share. The terms of the Warrant specifically provide that in no
event may Trans Union or any future holder of the Warrant purchase a number of
shares of Common Stock pursuant to the Warrant so that such person would then
hold more than 10% of the Company's outstanding Common Stock by virtue of such
person's ownership of the shares received as consideration for the Data
Agreement and any Common Stock purchased pursuant to the Warrant.
If, at any time before the later of August 31, 2002 or termination of
the Data Agreement, any specified owner, or specified group of owners, who has
Company Common Stock shall wish to sell an amount of stock equal to at least 10%
of the outstanding Common Stock of the Company in a single transaction or a
related series of transactions ("Block Sale"), the Company shall take such
<PAGE>
actions as may be necessary to assure that there is made available to Trans
Union, whether by the proposed purchaser or by the Company itself, an offer to
purchase all (or such portion as Trans Union might wish) of the Company Common
Stock then owned by Trans Union as a result of the Data Agreement. Such offer to
purchase shall be simultaneous with, and pursuant to the same terms and
conditions of, the Block Sale.
Pursuant to the Data Agreement, Trans Union has a right to purchase
additional shares of Common Stock from the Company in the event the Company
issues additional Common Stock.
Pursuant to the Registration Rights Agreement and the Stock Purchase
Agreement, Trans Union and MIC have the right, subject to certain conditions, to
require the Company to register under the Securities Act of 1933 any shares of
the Company's Common Stock held by them which they wish to sell. Trans Union
has, in connection with the offering described herein, elected to exercise its
registration rights with respect to 500 shares of the Company's Common Stock
currently held by Trans Union received from Harry C. Gambill. See "Selling
Shareholders." Trans Union and MIC previously exercised such right with respect
to 1,960,000 shares of the Company's Common Stock and such shares are currently
registered pursuant to an effective registration statement.
Until August 31, 1997, the Company has, within limited exceptions, a
right of first refusal to repurchase shares of Company Common Stock held by
Trans Union and its affiliates as a result of the Data Agreement in the event of
a proposed resale by them of such shares.
Preferred Stock
The Company's Board of Directors is authorized to issue Preferred
Stock, $1.00 par value per share, in series and to establish from time to time
the number of shares to be included in each such series and to fix the
designation, powers, preferences and rights of the shares of each such series
and the qualifications, limitations and restrictions thereof.
The Board of Directors has not authorized the issuance of any series of
Preferred Stock.
PLAN OF DISTRIBUTION
The Shares offered hereby are being sold by the Selling Shareholders
for their own account. See "Selling Shareholders."
Any distribution hereunder of the Shares by the Selling Shareholders
may be effected from time to time in one or more of the following transactions:
(a) through brokers, acting as principal or agent, in transactions (which may
involve block transactions), in special offerings, on the Nasdaq National
Market, in the over-the-counter market, or otherwise, at market prices
obtainable at the time of sale, at prices related to such prevailing market
prices, at negotiated prices or at fixed prices, (b) to underwriters who will
acquire Shares for their own account and resell the Shares in one or more
transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale (any public offering
price and any discount or concessions allowed or reallowed or paid to dealers
may be changed from time to time), (c) directly or through brokers or agents in
private sales at negotiated prices, (d) to lenders pledged as collateral to
secure
<PAGE>
loans, credit or other financing arrangements and any subsequent foreclosure,
if any, thereunder, (e) by any other legally available means. In addition,
offers to purchase the Shares may be solicited by agents designated by one or
more of the Selling Shareholders from time to time. Underwriters or other agents
participating in an offering made pursuant to this Prospectus (as amended or
supplemented from time to time) may receive underwriting discounts and
commissions under the Securities Act of 1933, as amended, discounts or
concessions may be allowed or reallowed or paid to dealers, and brokers or
agents participating in such transactions may receive brokerage or agent's
commissions or fees.
At the time a particular offering of Shares is made hereunder, to the
extent required by law, a supplement to this Prospectus will be distributed
which will set forth the number of Shares being offered and the terms of the
offering, including the purchase price or public offering price, the name or
names of any underwriters, dealers or agents, the purchase price paid by any
underwriter for any Shares purchased from the Selling Shareholders, and
discounts, commissions and other items constituting compensation from the
Selling Shareholders and any discounts, commissions or concessions allowed or
filed or paid to dealers.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold hereunder in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold hereunder unless the Shares have been registered or
qualified for sale in such state or a valid exemption from registration or
qualification is available and complied with.
The Company shall pay all expenses of the preparation and filing of the
registration statement of which this prospectus is a part, including all filing
fees, expenses of complying with state securities or Blue Sky laws, fees and
disbursements of counsel for the Company, and accountants' fees, as well as fees
and expenses not to exceed $10,000 for counsel to the Pro CD Selling
Shareholders. The Selling Shareholders shall pay all commissions incurred by
them and all fees and disbursements of counsel for the Selling Shareholders in
excess of Ten Thousand Dollars ($10,000.00).
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Friday, Eldredge & Clark, Little Rock, Arkansas.
EXPERTS
The consolidated financial statements and schedule of the Company as of
March 31, 1996 and March 31, 1995 and for each of the years in the three-year
period ended March 31, 1996, which are incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1996, have been incorporated by reference herein and in the
Registration Statement in reliance upon the reports of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of such firm as experts in accounting and auditing. To the
extent that KPMG Peat Marwick LLP audits and reports on consolidated financial
statements of the Company at future dates, and consents to the use of their
<PAGE>
report thereon, such financial statements also will be incorporated by reference
in the Registration Statement in reliance upon their report and said authority.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses payable by the
Company and the Selling Shareholders in connection with the offering described
in this Registration Statement.
Payable by:
Former Trans Union and
The Stockholders and
Company of Pro CD Mrs. Pritzker
Securities and Exchange Commission $ 8,823.62 $ - $ -
registration fee - -
Legal fees 25,000.00 - -
Accountants' fees 2,000.00 - -
Miscellaneous expenses 2,176.38 - -
TOTAL $ 38,000.00 $ - $ -
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with litigation. Article THIRTEENTH of the Company's Amended and Restated
Certificate of Incorporation and Article VII of the Company's By-Laws provide
for indemnification of the directors and officers of the Company against certain
liabilities.
Item 16. Exhibits.
The following exhibits are filed herewith or, as indicated, have been
heretofore filed with the Commission as the exhibits in the file number
indicated and are incorporated herein by reference.
Number Description
4.1 Company's Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 4.1 to Registration No.
33-63423)
4.2 Company's By-Laws as currently in effect (incorporated by
reference to Exhibit 3(b) to Form 10-K for the fiscal year
ended March 31, 1991 in 0-13163)
<PAGE>
4.3 Data Center Management Agreement dated July 27, 1992 between
the Company and Trans Union Corporation (incorporated by
reference to Exhibit A to Schedule 13D of Trans Union
Corporation dated August 31, 1992 in 5-36226)
4.4 Agreement to Extend and Amend Data Center Management Agreement
and to Amend Registration Rights Agreement dated August 31,
1994 (incorporated by reference to Exhibit 10(b) to Form 10-K
for the fiscal year ended March 31, 1995, as amended, in
0-13163)
4.5 Warrant to purchase 2,000,000 shares of Company Common Stock
(incorporated by reference to Exhibit B to Schedule 13D of
Trans Union Corporation dated August 31, 1992 in 5-36226)
4.6 Registration Rights Agreement, effective August 31, 1992,
between the Company and Trans Union Corporation (incorporated
by reference to Exhibit C to Schedule 13D of Trans Union
Corporation dated August 31, 1992 in 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 (incorporated by reference to
Exhibit 4.8 to Registration No. 33-63423)
4.9 Stock Purchase Agreement dated October 26, 1994 between the
Company and Marmon Industrial Corporation (incorporated by
reference to Exhibit 4.9 to Registration No. 33-63423)
5 Opinion and consent of Friday, Eldredge & Clark
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Friday, Eldredge & Clark (included in Exhibit 5)
24 Powers of Attorney
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(a) To include any Prospectus required by Section 10 (a) (3)
of the Securities Act of 1933, unless the information required to be
included in such post-effective
<PAGE>
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. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(c) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
4. That, for purposes of determining liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section 13
(a) or Section 15 (d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions referred to in Item 15
above, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
<PAGE>
or not such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Conway, State of Arkansas, on the 11th day of July,
1996.
ACXIOM CORPORATION
/s/ Catherine L. Hughes
(Catherine L. Hughes,
Secretary and General Counsel)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated, on the 11th day of July, 1996.
*
- ------------------------------------, 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
(Rodger S. Kline) Vice President, Treasurer and
Director (Principal Financial
Officer)
*
- ------------------------------------, Chairman of the Board,
(Charles D. Morgan, Jr.) President and Director
(Principal Executive Officer)
*
- ------------------------------------, Director
(Robert A. Pritzker)
*
- ------------------------------------, Director
(Walter V. Smiley)
*
- ------------------------------------, Executive Vice President and Director
(James T. Womble)
*By: /s/ Catherine L. Hughes
Catherine L. Hughes
(Attorney-in-Fact)
Catherine L. Hughes, by signing her name hereto, does sign this
document on behalf of each of the persons indicated above pursuant to powers of
attorney duly executed by such persons, filed or to be filed with the Securities
and Exchange Commission as supplemental information.
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
4.1 Company's Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 4.1 to Registration No. 33-63423)
4.2 Company's By-Laws as currently in effect (incorporated by reference to
Exhibit 3(b) to Form 10-K for the fiscal year ended March 31, 1991 in
0-13163)
4.3 Data Center Management Agreement dated July 27, 1992 between the
Company and Trans Union Corporation (incorporated by reference to
Exhibit A to Schedule 13D of Trans Union Corporation dated August 31,
1992 in 5-36226)
4.4 Agreement to Extend and Amend Data Center Management Agreement and to
Amend Registration Rights Agreement dated August 31, 1994 (incorporated
by reference to Exhibit 10(b) to Form 10-K for the fiscal year ended
March 31, 1995, as amended, in 0-13163)
4.5 Warrant to purchase 2,000,000 shares of Company Common Stock
(incorporated by reference to Exhibit B to Schedule 13D of Trans Union
Corporation dated August 31, 1992 in 5-36226)
4.6 Registration Rights Agreement, effective August 31, 1992, between the
Company and Trans Union Corporation (incorporated by reference to
Exhibit C to Schedule 13D of Trans Union Corporation dated August 31,
1992 in 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 (incorporated by reference to Exhibit 4.8 to
Registration No. 33-63423)
4.9 Stock Purchase Agreement dated October 26, 1994 between the Company and
Marmon Industrial Corporation (incorporated by reference to Exhibit 4.9
to Registration No. 33-63423)
5 Opinion and Consent of Friday, Eldredge Clark
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Friday, Eldredge & Clark (included in Exhibit 5)
24 Powers of Attorney
<PAGE>
Exhibit 5
July 11, 1996
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-3 (the "Registration
Statement") filed with the Securities and Exchange Commission on or about the
date hereof by Acxiom Corporation (the "Company") for registration under the
Securities Act of 1933, as amended (the "Act"), of 769,579 shares of the
Company's Common Stock, $.10 par value per share (the "Shares"), to be offered
in a public offering by the Selling Shareholders.
It is our opinion that all action necessary to register the Shares
under the Act will have been taken when:
a. The Registration Statement shall have become effective in
accordance with the applicable provisions of the Act; and
b. Appropriate action shall have been taken by the Board of
Directors of the Company for the purpose of authorizing the registration of the
Shares.
It is our further opinion that the Shares are validly authorized,
validly issued, fully paid and non-assessable. This opinion does not pass upon
the matter of compliance with "Blue Sky" laws or similar laws relating to the
sale or distribution of the Shares.
We are members of the Arkansas Bar and do not hold ourselves out as
experts on the laws of any other State.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement, as it may be amended, and consent to such references to
our firm as are made therein.
Very truly yours,
/s/ FRIDAY, ELDREDGE & CLARK
FRIDAY, ELDREDGE & CLARK
JCR/bb
<PAGE>
Exhibit 23.1
The Board of Directors
Acxiom Corporation:
We consent to incorporation by reference in the registration statement on Form
S-3 of Acxiom Corporation of our report dated May 9, 1996, relating to the
consolidated balance sheets of Acxiom Corporation and subsidiaries as of March
31, 1996 and 1995, 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, 1996 which is incorporated by reference in the March 31,
1996 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 9, 1996 relating to the consolidated financial statement
schedule, which report appears in the March 31, 1996 annual report on Form 10-K
of Acxiom Corporation.
We also consent to the reference to our Firm under the heading "Experts" in the
registration statement and prospectus.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Little Rock, Arkansas
July 10, 1996
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of Acxiom
Corporation of our report dated January 3, 1996 relating to the consolidated
financial statements of Direct Media/DMI, Inc., which appears in the Current
Report on Form 8-K/A of Acxiom Corporation dated July 11, 1996.
/s/ Price Waterhouse LLP
Stamford, Connecticut
July 11, 1996
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and
officer of Acxiom Corporation, a Delaware corporation (the "Company"), does
hereby constitute and appoint Catherine L. Hughes and/or Robert S. Bloom, and
each of them, as the true and lawful attorneys-in-fact and agents of the
undersigned, with full power of substitution and resubstitution for the
undersigned and in the undersigned's name, place and stead, in the undersigned's
capacity as a director and principal executive officer of the Company, to sign
the Company's Registration Statement on Form S-3 pertaining to the registration
of up to 1,656,662 shares of the Company's Common Stock, $.10 par value per
share, to be offered by certain selling shareholders named therein and to sign
any and all amendments thereto (including post-effective amendments), and to
file the same, together with any exhibits and all other documents related
thereto, with the Securities and Exchange Commission, granting to said
attorneys-in-fact and agents, full power and authority to do and perform each
and any act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as the undersigned might or
could do in person, duly ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue of
the power herein granted.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
date.
Signature:
/s/ Charles D. Morgan, Jr.
- -----------------------------
Charles D. Morgan, Jr.
Date: July 11, 1996
<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 financial officer of the Company, to sign
the Company's Registration Statement on Form S-3 pertaining to the registration
of up to 1,656,662 shares of the Company's Common Stock, $.10 par value per
share, to be offered by certain selling shareholders named therein and to sign
any and all amendments thereto (including post-effective amendments), and to
file the same, together with any exhibits and all other documents related
thereto, with the Securities and Exchange Commission, granting to said
attorneys-in-fact and agents, full power and authority to do and perform each
and any act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as the undersigned might or
could do in person, duly ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue of
the power herein granted.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
date.
Signature:
/s/ Rodger S. Kline
- -----------------------------
Rodger S. Kline
Date: July 11, 1996
<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 officer of the Company, to sign the Company's
Registration Statement on Form S-3 pertaining to the registration of up to
1,656,662 shares of the Company's Common Stock, $.10 par value per share, to be
offered by certain selling shareholders named therein and to sign any and all
amendments thereto (including post-effective amendments), and to file the same,
together with any exhibits and all other documents related thereto, with the
Securities and Exchange Commission, granting to said attorneys-in-fact and
agents, full power and authority to do and perform each and any act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as the undersigned might or could do in person, duly
ratifying and confirming all that said attorneys-in-fact and agents may lawfully
do or cause to be done by virtue of the power herein granted.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
date.
Signature:
/s/ James T. Womble
- -----------------------------
James T. Womble
Date: July 11, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Acxiom
Corporation, a Delaware corporation (the "Company"), does hereby constitute and
appoint Catherine L. Hughes 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 of the
Company, to sign the Company's Registration Statement on Form S-3 pertaining to
the registration of up to 1,656,662 shares of the Company's Common Stock, $.10
par value per share, to be offered by certain selling shareholders named therein
and to sign any and all amendments thereto (including post-effective
amendments), and to file the same, together with any exhibits and all other
documents related thereto, with the Securities and Exchange Commission, granting
to said attorneys-in-fact and agents, full power and authority to do and perform
each and any act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as the undersigned might or
could do in person, duly ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue of
the power herein granted.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
date.
Signature:
/s/ Walter V. Smiley
- -----------------------------
Walter V. Smiley
Date: July 11, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Acxiom
Corporation, a Delaware corporation (the "Company"), does hereby constitute and
appoint Catherine L. Hughes 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 of the
Company, to sign the Company's Registration Statement on Form S-3 pertaining to
the registration of up to 1,656,662 shares of the Company's Common Stock, $.10
par value per share, to be offered by certain selling shareholders named therein
and to sign any and all amendments thereto (including post-effective
amendments), and to file the same, together with any exhibits and all other
documents related thereto, with the Securities and Exchange Commission, granting
to said attorneys-in-fact and agents, full power and authority to do and perform
each and any act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as the undersigned might or
could do in person, duly ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue of
the power herein granted.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
date.
Signature:
/s/ William T. Dillard II
- -----------------------------
William T. Dillard II
Date: July 11, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Acxiom
Corporation, a Delaware corporation (the "Company"), does hereby constitute and
appoint Catherine L. Hughes 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 of the
Company, to sign the Company's Registration Statement on Form S-3 pertaining to
the registration of up to 1,656,662 shares of the Company's Common Stock, $.10
par value per share, to be offered by certain selling shareholders named therein
and to sign any and all amendments thereto (including post-effective
amendments), and to file the same, together with any exhibits and all other
documents related thereto, with the Securities and Exchange Commission, granting
to said attorneys-in-fact and agents, full power and authority to do and perform
each and any act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as the undersigned might or
could do in person, duly ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue of
the power herein granted.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
date.
Signature:
/s/ Harry C. Gambill
- -----------------------------
Harry C. Gambill
Date: July 11, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Acxiom
Corporation, a Delaware corporation (the "Company"), does hereby constitute and
appoint Catherine L. Hughes 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 of the
Company, to sign the Company's Registration Statement on Form S-3 pertaining to
the registration of up to 1,656,662 shares of the Company's Common Stock, $.10
par value per share, to be offered by certain selling shareholders named therein
and to sign any and all amendments thereto (including post-effective
amendments), and to file the same, together with any exhibits and all other
documents related thereto, with the Securities and Exchange Commission, granting
to said attorneys-in-fact and agents, full power and authority to do and perform
each and any act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as the undersigned might or
could do in person, duly ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue of
the power herein granted.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand this
date.
Signature:
/s/ Dr. Ann H. Die
- -----------------------------
Dr. Ann H. Die
Date: July 11, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Acxiom
Corporation, a Delaware corporation (the "Company"), does hereby constitute and
appoint Catherine L. Hughes 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 of the
Company, to sign the Company's Registration Statement on Form S-3 pertaining to
the registration of up to 1,656,662 shares of the Company's Common Stock, $.10
par value per share, to be offered by certain selling shareholders named therein
and to sign any and all amendments thereto (including post-effective
amendments), and to file the same, together with any exhibits and all other
documents related thereto, with the Securities and Exchange Commission, granting
to said attorneys-in-fact and agents, full power and authority to do and perform
each and any act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as the undersigned might or
could do in person, duly ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue of
the power herein granted.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
date.
Signature:
/s/ Robert A. Pritzker
- -----------------------------
Robert A. Pritzker
Date: July 11, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer of Acxiom
Corporation, a Delaware corporation (the "Company"), does hereby constitute and
appoint Catherine L. Hughes as the true and lawful attorney-in-fact and agent 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 the principal accounting officer of the Company, to sign the
Company's Registration Statement on Form S-3 pertaining to the registration of
up to 1,656,662 shares of the Company's Common Stock, $.10 par value per share,
to be offered by certain selling shareholders named therein and to sign any and
all amendments thereto (including post-effective amendments), and to file the
same, together with any exhibits and all other documents related thereto, with
the Securities and Exchange Commission, granting to said attorney-in-fact and
agent, full power and authority to do and perform each and any act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as the undersigned might or could do in person, duly
ratifying and confirming all that said attorney-in-fact and agent may lawfully
do or cause to be done by virtue of the power herein granted.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
date.
Signature:
/s/ Robert S. Bloom
- -----------------------------
Robert S. Bloom
Date: July 11, 1996
