Filed Pursuant to Rule
424(b)(3) in connection with
Registration Statement No. 333-08011
PROSPECTUS SUPPLEMENT
(To Prospectus Dated July 19, 1996)
769,579 SHARES
ACXIOM CORPORATION
Common Stock
------------
As described in the Prospectus attached hereto, the 769,579 shares of
Common Stock being offered hereby (the "Shares") are being sold by the Selling
Shareholders. See "Selling Shareholders." Shares to be sold by The Powell Group
Venture Fund, L.P., a Selling Shareholder listed therein, shall include Shares
to be sold by such partnership or by certain partners of the partnership after a
distribution, for no additional consideration, in accordance with the terms of
the Partnership Agreement.
------------
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 Supplement is October 28, 1996.
<PAGE>
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 18, 1996, the last reported
sale price of the Common Stock quoted on the Nasdaq National Market was $35.13.
<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 July 19, 1996.
<PAGE>
[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.
<TABLE>
<CAPTION>
Fiscal Year Ended High Low
<S> <C> <C>
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 18, 1996) 36-1/4 32-1/2
</TABLE>
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.
<PAGE>
<TABLE>
<CAPTION>
Number of Shares of
Number of Shares of Acxiom Common Stock
Acxiom Common Stock to be Offered Pursuant
Name Beneficially Owned to this Offering
<S> <C> <C>
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 282,981 282,981
Limited Partnership(1)
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 limited 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
limited partners of the partnership after a distribution, for no
additional consideration, in accordance with the terms of the
partnership agreement.
</TABLE>
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>
<TABLE>
<CAPTION>
Number of Shares of
Number of Shares of Acxiom Common Stock
Acxiom Common Stock to be Offered Pursuant
Name Beneficially Owned to this Offering
<S> <C> <C>
Trans Union Corporation 960,500(1) 500(2)
Mayari Pritzker(3) 500 500
</TABLE>
(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.
