SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment Number One
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Acxiom Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware 71-0581897
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(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
P.O. Box 2000, 301 Industrial Blvd., Conway, Arkansas 72033-2000
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. ( )
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. (X)
Securities Act registration statement file number to which this form
relates: N/A
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
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Title of Class
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On January 28, 1998, the Board of Directors of Acxiom
Corporation, a Delaware corporation (the "Company"), declared a dividend of
one right (a "Right") for each outstanding share of common stock, par value
$.10 per share ("Common Stock"), of the Company held of record at the close
of business on February 9, 1998, (the "Record Time"), or issued thereafter
and prior to the Separation Time (as hereinafter defined) and thereafter
pursuant to options and convertible or exchangeable securities outstanding
at the Separation Time. The Rights were issued pursuant to a Rights
Agreement, dated as of January 28, 1998, between the Company and First
Chicago Trust Company of New York, as Rights Agent (the "Rights Agent"), as
the same was amended by an Amendment Number One to the Rights Agreement
dated as of May 26, 1998, and as may be further amended from time to time
(the "Rights Agreement"). Each Right entitles its registered holder to
purchase from the Company, after the Separation Time, one one-thousandth of
a share of Participating Preferred Stock, par value $1.00 per share
("Preferred Stock"), for $100.00 (the "Exercise Price"), subject to
adjustment. The Preferred Stock is designed so that each one one-
thousandth of a share of Preferred Stock has economic and voting terms
similar to those of one share of Common Stock.
The Rights will be evidenced by the Common Stock certificates
until the close of business on the earlier of (either, the "Separation
Time") (i) the tenth business day (or such later date as the Board of
Directors of the Company may from time to time fix by resolution adopted
prior to the Separation Time that would otherwise have occurred) after the
date on which any Person (as defined in the Rights Agreement) commences a
tender or exchange offer which, if consummated, would result in such
Person's becoming an Acquiring Person, as defined below, and (ii) the first
date (the "Flip-in Date") of public announcement by the Company or an
Acquiring Person that a Person has become an Acquiring Person; provided
that if the foregoing results in the Separation Time being prior to the
Record Time, the Separation Time shall be the Record Time; and provided
further that if a tender or exchange offer referred to in clause (i) is
cancelled, terminated or otherwise withdrawn prior to the Separation Time
without the purchase of any shares of stock pursuant thereto, such offer
shall be deemed never to have been made.
An Acquiring Person is any Person having Beneficial Ownership (as
defined in the Rights Agreement) of 20% or more of the outstanding shares
of Voting Stock, which term shall not include (i) the Company, any wholly-
owned subsidiary of the Company or any employee stock ownership or other
employee benefit plan of the Company, (ii) any person who is the Beneficial
Owner of 20% or more of the outstanding Voting Stock as of the date of the
Rights Agreement or who shall become the Beneficial Owner of 20% or more of
the outstanding Voting Stock solely as a result of an acquisition of Voting
Stock by the Company, until such time as such Person acquires additional
Voting Stock, other than through a dividend or stock split, (iii) any
Person who becomes an Acquiring Person without any plan or intent to seek
or affect control of the Company if such Person, upon notice by the
Company, promptly divests sufficient securities such that such 20% or
greater Beneficial Ownership ceases or (iv) any Person who Beneficially
Owns shares of Voting Stock consisting solely of (A) shares of Voting Stock
acquired pursuant to the grant or exercise of an option granted by the
Company in connection with an agreement to merge with, or acquire, the
Company at a time at which there is no Acquiring Person, (B) shares of
Voting Stock owned by such Person and its Affiliates and Associates at the
time of such grant and (C) shares of Voting Stock, amounting to less than
1% of the outstanding Voting Stock, acquired by Affiliates and Associates
of such Person after the time of such grant; and provided, further,
however, that May & Speh, Inc. ("May & Speh") and its Affiliates and
Associates shall not be deemed to be an Acquiring Person as a result of
either (x) the grant of the Option (as such term is defined in the Stock
Option Agreement, dated as of May 26, 1998 between the Company and May &
Speh (the "Stock Option Agreement")) pursuant to the Stock Option
Agreement, or at any time following the exercise thereof and the issuance
of shares of Common Stock in accordance with the terms of the Stock Option
Agreement, (y) the grant of the Proxy, dated as of May 26, 1998, to May &
Speh by Charles D. Morgan, or at any time following the delivery and
execution thereof or (z) the grant of certain additional proxies with
respect to shares of Common Stock owned by certain other stockholders of
the Company contemplated by the Agreement and Plan of Merger, dated as of
May 26, 1998, among the Company, ACX Acquisition Co., Inc. and May &
Speh. "Voting stock" means shares of capital stock of the Company entitled
to vote generally in the election of directors.
The Rights Agreement provides that, until the Separation Time,
the Rights will be transferred with and only with the Common Stock. Common
Stock certificates issued after the Record Time but prior to the Separation
Time shall evidence one Right for each share of Common Stock represented
thereby and shall contain a legend incorporating by reference the terms of
the Rights Agreement (as such may be amended from time to time).
Notwithstanding the absence of the legend, certificates evidencing shares
of Common Stock outstanding at the Record Time shall also evidence one
Right for each share of Common Stock evidenced thereby. Promptly following
the Separation Time, separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to holders of record of Common Stock at the
Separation Time.
The Rights will not be exercisable until the Business Day (as
defined in the Rights Agreement) following the Separation Time. The Rights
will expire on the earliest of (i) the Exchange Time (as defined below),
(ii) the close of business on February 9, 2008, (iii) the date on which the
Rights are redeemed as described below and (iv) upon the merger of the
Company into another corporation pursuant to an agreement entered into when
there is no Acquiring Person (in any such case, the "Expiration Time").
The Exercise Price and the number of Rights outstanding, or in
certain circumstances the securities purchasable upon exercise of the
Rights, are subject to adjustment from time to time to prevent dilution in
the event of a Common Stock dividend on, or a subdivision or a combination
into a smaller number of shares of, Common Stock, or the issuance or
distribution of any securities or assets in respect of, in lieu of or in
exchange for Common Stock.
In the event that prior to the Expiration Time a Flip-in Date
occurs, the Company shall take such action as shall be necessary to ensure
and provide that each Right (other than Rights Beneficially Owned by the
Acquiring Person or any affiliate or associate thereof, which Rights shall
become void) shall constitute the right to purchase from the Company, upon
the exercise thereof in accordance with the terms of the Rights Agreement,
that number of shares of Common Stock or Preferred Stock of the Company
having an aggregate Market Price (as defined in the Rights Agreement), on
the date of the public announcement of an Acquiring Person's becoming such
(the "Stock Acquisition Date") that gave rise to the Flip-in Date, equal to
twice the Exercise Price for an amount in cash equal to the then current
Exercise Price.
In addition, the Board of Directors of the Company may, at its
option, at any time after a Flip-in Date and prior to the time that an
Acquiring Person becomes the Beneficial Owner of more than 50% of the
outstanding shares of Voting Stock, elect to exchange all (but not less
than all) the then outstanding Rights (other than Rights Beneficially Owned
by the Acquiring Person or any affiliate or associate thereof, which Rights
become void) for shares of Common Stock at an exchange ratio of one share
of Common Stock per Right, appropriately adjusted to reflect any stock
split, stock dividend or similar transaction occurring after the date of
the Separation Time (the "Exchange Ratio"). Immediately upon such action
by the Board of Directors (the "Exchange Time"), the right to exercise the
Rights will terminate and each Right will thereafter represent only the
right to receive a number of shares of Common Stock equal to the Exchange
Ratio.
Whenever the Company shall become obligated to issue shares of
Common Stock upon exercise of or in exchange for Rights, the Company, at
its option, may substitute therefor shares of Preferred Stock, at a ratio
of one one-thousandth of a share of Preferred Stock for each share of
Common Stock so issuable.
In the event that prior to the Expiration Time the Company enters
into, consummates or permits to occur a transaction or series of
transactions after the time an Acquiring Person has become such in which,
directly or indirectly, (i) the Company shall consolidate or merge or
participate in a binding share exchange with any other Person if, at the
time of the consolidation, merger or share exchange or at the time the
Company enters into an agreement with respect to such consolidation, merger
or share exchange, the Acquiring Person controls the Board of Directors of
the Company, or (ii) the Company shall sell or otherwise transfer (or one
or more of its subsidiaries shall sell or otherwise transfer) directly or
by sale of stock, assets or control of assets (A) aggregating more than 50%
of the assets (measured by either book value or fair market value) as of
the end of the most recently completed fiscal year or (B) generating more
than 50% of the operating income or cash flow during the most recently
completed fiscal year, of the Company and its subsidiaries (taken as a
whole) to any other Person (other than the Company or one or more of its
wholly owned subsidiaries) or to two or more such Persons which are
affiliated or otherwise acting in concert, if, at the time of such sale or
transfer of assets or at the time the Company (or any such subsidiary)
enters into an agreement with respect to such sale or transfer , the
Acquiring Person controls the Board of Directors of the Company, then any
such transactions or events shall constitute a "Flip-over Transaction or
Event" under the Rights Agreement.
The Company shall take such action as shall be necessary to
ensure, and shall not enter into, consummate or permit to occur, such Flip-
over Transaction or Event until it shall have duly entered into a binding
and enforceable supplemental agreement with the Person engaging in such
Flip-over Transaction or Event or the parent corporation thereof (the
"Flip-over Entity"), for the benefit of the holders of the Rights,
providing, that upon consummation or occurrence of the Flip-over
Transaction or Event (i) each Right shall thereafter constitute the right
to purchase from the Flip-over Entity, upon exercise thereof in accordance
with the terms of the Rights Agreement, that number of shares of common
stock of the Flip-over Entity having an aggregate Market Price on the date
of consummation or occurrence of such Flip-over Transaction or Event equal
to twice the Exercise Price for an amount in cash equal to the then current
Exercise Price and (ii) the Flip-over Entity shall thereafter be liable
for, and shall assume, by virtue of such Flip-over Transaction or Event and
such supplemental agreement, all the obligations and duties of the Company
pursuant to the Rights Agreement, but the Company's obligations under the
Rights Agreement will not be discharged and will continue in full. For
purposes of the foregoing description, the term "Acquiring Person" shall
include any Acquiring Person and its Affiliates and Associates and others
with whom it is acting in concert counted together as a single Person.
The Board of Directors of the Company may, at its option, at any
time prior to the close of business on the Flip-in Date, redeem all (but
not less than all) the then outstanding Rights at a price of $.0l per Right
(the "Redemption Price"), as provided in the Rights Agreement. Immediately
upon the action of the Board of Directors of the Company electing to redeem
the Rights, without any further action and without any notice, the right to
exercise the Rights will terminate and each Right will thereafter represent
only the right to receive the Redemption Price in cash for each Right so
held.
The holders of Rights will, solely by reason of their ownership
of Rights, have no rights as stockholders of the Company, including without
limitation, the right to vote or to receive dividends.
The Rights have certain anti-takeover effects and can cause
substantial dilution to a person or group that acquires 20% of more of the
Common Stock on terms not approved by the Board of Directors of the
Company. The Rights should not, however, interfere with any merger or
other business combination that the Board finds to be in the best interests
of the Company and its stockholders because the Rights can be redeemed by
the Board on or prior to the close of business on the Flip-in Date, before
the consummation of such transaction.
As of May 26, 1998, there were approximately 52,446,883 shares
of Common Stock issued and outstanding. As long as the Rights are attached
to the Common Stock, the Company will issue one Right with each new share
of Common Stock so that all such shares will have Rights attached.
The Rights Agreement, the forms of Rights Certificate and
Election to Exercise and the form of Certificate of Designation and Terms
of the Participating Preferred Stock are attached hereto as exhibits and
are incorporated herein by reference. The foregoing description of the
Rights is qualified in its entirety by reference to such exhibits.
A copy of the Rights Agreement is available free of charge from
the Company. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights
Agreement, which is hereby incorporated herein by reference.
ITEM 2. EXHIBITS.
4.1* Rights Agreement dated as of June 25, 1997, including
Exhibit A, "Form of Right Certificate"; Exhibit B,
"Form of Certificate of Designation and Terms of
Participating Preferred Stock."
4.2 Amendment Number One to Rights Agreement, dated as of
May 26, 1998.
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* Previously filed.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration
statement amendment to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: June 4, 1998
ACXIOM CORPORATION
By: /s/ Catherine L. Hughes
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Name: Catherine L. Hughes
Title: Secretary and General Counsel
AMENDMENT TO RIGHTS AGREEMENT
Amendment Number One, dated as of May 26, 1998, to the Rights
Agreement, dated as of January 28, 1998 (the "Rights Agreement"), between
Acxiom Corporation, a Delaware corporation (the "Company"), and First
Chicago Trust Company of New York, as Rights Agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement specifying the terms of the Rights (as defined therein);
WHEREAS, the Company desires to amend the Rights Agreement in
accordance with Section 5.4 of the Rights Agreement;
WHEREAS, the Company proposes to enter into an Agreement and Plan
of Merger, dated as of May 26, 1998 (the "Merger Agreement"), among the
Company, ACX Acquisition Co., Inc. and May & Speh, Inc. ("May & Speh");
WHEREAS, as a condition to the Merger Agreement and in order to
induce May & Speh to enter into the Merger Agreement, the Company proposes
to enter into a Stock Option Agreement, dated as of May 26, 1998, between
the Company and May & Speh (the "Stock Option Agreement"), pursuant to
which the Company will grant May & Speh an option (the "Option") to
purchase up to 19.9% of the number of shares (the "Option Shares") of
common stock, par value $.10 per share, ("Common Stock"), of the Company
issued and outstanding immediately prior to the grant of the Option;
WHEREAS, as a condition to the Merger Agreement and in order to
induce May & Speh to enter into the Merger Agreement, Charles D. Morgan, a
holder of shares of Common Stock ("Stockholder"), proposes to enter into
an irrevocable proxy, dated as of May 26, 1998, between Stockholder and
May & Speh, pursuant to which Stockholder is granting May & Speh an
irrevocable proxy (the "Proxy") to vote such shares of Common Stock; and
WHEREAS, the Board of Directors of the Company has determined it
advisable and in the best interest of its stockholders to amend the Rights
Agreement to enable the Company to enter into the Merger Agreement and
Stock Option Agreement and consummate the transactions contemplated thereby
without causing May & Speh to become an "Acquiring Person" (as defined in
the Rights Agreement).
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth herein and in the Rights Agreement, the parties hereby
agree as follows:
Section 1. Definitions. Capitalized terms used and not
otherwise defined herein shall have the meaning assigned to such terms in
the Rights Agreement.
Section 2. Amendments to the Rights Agreement. The Rights
Agreement is hereby amended as set forth in this Section 2.
(a) Section 1.1 of the Rights Agreement is hereby amended
by deleting the first sentence there of and inserting in lieu thereof the
following:
"Acquiring Person" shall mean any Person who is Beneficial
Owner of 20% or more of the outstanding shares of Voting Stock (as
hereinafter defined); provided, however, that the term "Acquiring Person"
shall not include any Person (i) who is the Beneficial Owner of 20% or more
of the outstanding Shares of Common Stock on the date of this Agreement or
who shall become the Beneficial Owner (as hereinafter defined) of 20% or
more of the outstanding shares of Voting Stock solely as a result of an
acquisition by the Company of shares of Voting Stock, until such time
hereafter or thereafter as any of such Persons shall become the Beneficial
Owner (other than by means of a stock dividend or stock split) of any
additional shares of Voting Stock, (ii) who is the Beneficial Owner of 20%
or more of the outstanding shares of Voting Stock but who acquired
Beneficial Ownership (as hereinafter defined) of shares of Voting Stock
without plan or intention to seek or affect control of the Company, if such
Person (as hereinafter defined), upon notice by the Company, promptly
enters into an irrevocable commitment promptly to divest, and thereafter
promptly divests (without exercising or retaining any power, including
voting, with respect to such shares), sufficient shares of Voting Stock (or
securities convertible into, exchangeable into or exercisable for Voting
Stock) so that such Person ceases to be the Beneficial Owner of 20% or more
of the outstanding shares of Voting Stock; and (iii) who Beneficially Owns
shares of Voting Stock consisting solely of one or more of (A) shares of
Voting Stock Beneficially Owned pursuant to the grant or exercise of an
option granted to such Person by the Company in connection with an
agreement to merge with, or acquire, the Company at a time at which there
is no Acquiring Person, (B) shares of Voting Stock (or securities
convertible into, exchangeable into or exercisable for Voting Stock),
Beneficially Owned by such Person or its Affiliates (as hereinafter
defined) or Associates (as hereinafter defined) at the time of grant of
such option or (C) shares of Voting Stock (or securities convertible into,
exchangeable into or exercisable for Voting Stock) acquired by Affiliates
or Associates of such Person after the time of such grant, which, in the
aggregate, amount to less than 1% of the outstanding shares of Voting
Stock; and provided, further, however, that May & Speh, Inc. ("May & Speh")
and its Affiliates and Associates shall not be deemed to be an Acquiring
Person as a result of either (x) the grant of the Option (as such term is
defined in the Stock Option Agreement, dated as of May 26, 1998 between the
Company and May & Speh (the "Stock Option Agreement")) pursuant to the
Stock Option Agreement, or at any time following the exercise thereof and
the issuance of shares of Common Stock in accordance with the terms of the
Stock Option Agreement, (y) the grant of the Proxy, dated as of May 26,
1998, to May & Speh by Charles D. Morgan, or at any time following the
delivery and execution thereof or (z) the grant of certain additional
proxies with respect to shares of Common Stock owned by certain other
stockholders of the Company contemplated by the Agreement and Plan of
Merger, dated as of May 26, 1998, among the Company, May & Speh and ACX
Acquisition Co., Inc.
Section 3. Miscellaneous.
(a) The term "Agreement" as used in the Rights Agreement
shall be deemed to refer to the Rights Agreement as amended hereby.
(b) The foregoing amendment shall be effective as of the
date first above written, and, except as set forth herein, the Rights
Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
(c) This Amendment may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all for
which together shall constitute one and the same instrument.
(d) This Amendment shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall be
governed by and construed in accordance with the laws of such State
applicable to contracts to be made and performed entirely within such
State.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Number One to be duly executed and attested, all as of the day and year
first above written.
Attest: ACXIOM CORPORATION
By: /s/ Catherine L. Hughes By: /s/ Charles D. Morgan
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Name: Catherine L. Hughes Name: Charles D. Morgan
Title: Secretary Title: President
Attest: FIRST CHICAGO TRUST COMPANY OF NEW YORK
By: /s/ T. Marshall By: /s/ Peter Sablich
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Name: T. Marshall Name: Peter Sablich
Title: Account Officer Title: Vice President
