AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 17, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ACXIOM CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 71-0581897
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
301 INDUSTRIAL BOULEVARD
CONWAY, ARKANSAS 72033
(Address of Principal Executive Offices including Zip Code)
MAY & SPEH, INC. 1994 EXECUTIVE STOCK OPTION PLAN
MAY & SPEH, INC. 1995 KEY EMPLOYEE STOCK OPTION PLAN
(Full Title of the Plans)
CHARLES D. MORGAN
PRESIDENT
ACXIOM CORPORATION
P.O. BOX 2000
301 INDUSTRIAL BOULEVARD
CONWAY, ARKANSAS 72033
(Name and Address of Agent for Service)
(501) 336-1000
(Telephone Number, including Area
Code, of Agent for Service)
Copies of all Correspondence to:
J. Michael Schell, Esq.
Skadden, Arps, Slate, Meagher & Flom, LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount Of
Title of Securities to be Price Offering Registration
to be Registered Registered(1) per Share Price(2) Fee
- ---------------- ------------- --------- ---------- ------------
<S> <C> <C> <C>
Common Stock, par
value $.10
per share 3,982,003 N/A $81,382,187 $16,277
</TABLE>
- --------------------
(1) Represents the number of shares issuable upon the exercise of
outstanding stock options under the Plans.
(2) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(h)(1) and Rule 457(c), based on the
product of (a) $20.4375 (the average of the high and low prices of
the common stock, par value $.10 per share, of Acxiom Corporation
(the "Acxiom Common Stock") on September 11, 1998 on the NASDAQ)
and (b) 3,982,003 (the number of shares of Acxiom Common Stock
issuable upon the exercise of outstanding options to purchase
Acxiom Common Stock).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
All documents subsequently filed by the registrant, Acxiom
Corporation, a Delaware corporation ("Acxiom" or the "Company"), pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents.
The following documents filed with the Securities and
Exchange Commission (the "Commission"), by the Company, pursuant to the
Exchange Act, or the Securities Act of 1933, as amended (the "Securities
Act"), are incorporated by reference in this registration statement.
(1) The Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1998, as amended by the Annual Report on Form 10-K/A
dated July 29,1998.
(2) The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1998 dated August 14, 1998.
(3) The Company's Current Report on Form 8-K dated June 4,
1998.
(4) The description of Acxiom Capital Stock contained in the
Registration Statement on Form 8-A of CCX Network, Inc. (now known as
Acxiom) dated February 4, 1985, and any amendments or updates filed
thereto.
(5) The description of Acxiom Preferred Stock Purchase
Rights contained in the Registration Statement on form 8-A dated January
28, 1998, as amended by Form 8-A/A dated June 4, 1998.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Exculpation. Section 102(b)(7) of the Delaware General Corporation
Law ("DGCL") permits a corporation to include in its certificate of
incorporation a provision eliminating or limiting the personal liability of
a director to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, provided that such provision may
not eliminate or limit the liability of a director for any breach of the
director's duty of loyalty to the corporation or its stockholders, for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, for any unlawful payment of dividends or unlawful
stock purchase or redemption, or for any transaction from which the
director derived an improper personal benefit.
The charter of Acxiom ("Acxiom Charter") provides that, to the
fullest extent permitted by the DGCL, a director shall not be liable to
Acxiom and its stockholders for monetary damages for a breach of fiduciary
duty as a director.
Indemnification. Section 145 of the DGCL permits a corporation to
indemnify any of its directors or officers who was or is a party or is
threatened to be made a party to any third party proceeding by reason of
the fact that such person is or was a director or officer of the
corporation, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding, if such person
acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe that such person's conduct was unlawful. In a derivative action,
i.e., one by or in the right of a corporation, the corporation is permitted
to indemnify any of its directors or officers against expenses (including
attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit if such
person shall have been adjudged liable to the corporation, unless and only
to the extent that the court in which such action or suit was brought shall
determine upon application that such person is fairly and reasonably
entitled to indemnity for such expenses despite such adjudication of
liability.
The Acxiom Charter provides for indemnification of directors and
officers of Acxiom against liability they may incur in their capacities as
and to the extent authorized by the DGCL.
Insurance. Acxiom has in effect directors' and officers' liability
insurance with a limit of $20 million and fiduciary liability insurance
with a limit of $10 million. The fiduciary liability insurance covers
actions of directors and officers as well as other employees with fiduciary
responsibilities under ERISA.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS
The following exhibits are filed as part of this registration
statement or incorporated by reference herein.
Exhibit
Number Description
5 Opinion of Catherine L. Hughes, General Counsel of
the Company, regarding the legality of the securities
being registered (filed herewith).
23 Consent of Catherine L. Hughes, Esq. (included in the
opinion filed as Exhibit 5 to this Registration
Statement and incorporated herein by reference).
24 Powers of Attorney (set forth on signature page of
this Registration Statement).
ITEM 9. REQUIRED UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) 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, represents a fundamental
change in the information set forth in the registration statement;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act, 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.
(b) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act, (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) 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.
(c) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing
provisions, 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 Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 September 17, 1998.
ACXIOM CORPORATION
By: /s/ Charles D. Morgan
___________________________
Charles D. Morgan
Chairman of the Board of
Directors and Company Leader
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Catherine L. Hughes as his or her true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) and
supplements to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such
attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that such attorney-in-fact and agent, or
either of them, or his or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed below by the following persons on
behalf of the Registrant in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
Chairman of the Board September 17, 1998
and Company Leader
/s/ Charles D. Morgan (principal executive
- ----------------------------- officer)
(Charles D. Morgan)
Financial Leader September 17, 1998
(principal financial
/s/ Robert S. Bloom officer and principal
- --------------------------- accounting officer)
(Robert S. Bloom)
/s/ Ann H. Die Director September 17, 1998
- -----------------------------
(Dr. Ann H. Die)
/s/ William T. Dillard II Director September 17, 1998
- -----------------------------
(William T. Dillard II)
/s/ Harry C. Gambill Director September 17, 1998
- -----------------------------
(Harry C. Gambill)
/s/ Rodger S. Kline Director September 17, 1998
- -----------------------------
(Rodger S. Kline)
/s/ Robert A. Pritzker Director September 17, 1998
- -----------------------------
(Robert A. Pritzker)
/s/ James T. Womble Director September 17, 1998
- -----------------------------
(James T. Womble)
EXHIBIT INDEX
Exhibit
Number Description
5 Opinion of Catherine L. Hughes, General Counsel of
the Company, regarding the legality of the securities
being registered (filed herewith).
23 Consent of Catherine L. Hughes, Esq. (included in the
opinion filed as Exhibit 5 to this Registration
Statement and incorporated herein by reference).
24 Powers of Attorney (set forth on signature page of
this Registration Statement).
Exhibit 5
[LETTERHEAD OF ACXIOM CORPORATION]
September 17, 1998
Board of Directors
Acxiom Corporation
301 Industrial Boulevard
Conway, AR 72033
Re: Acxiom Corporation
Registration Statement on Form S-8
Ladies and Gentlemen:
I am the Secretary and General Counsel to Acxiom
Corporation, a Delaware corporation (the "Company"), and have acted as such
in connection with the preparation of a Registration Statement on Form S-8
(the "Registration Statement") of the Company to be filed by the Company
with the Securities and Exchange Commission (the "Commission") pursuant to
the Securities Act of 1933, as amended (the "Act"), which Registration
Statement relates to the issuance by the Company of 3,982,003 shares (the
"Shares") of the Company's common stock, par value $.10 per share ("Common
Stock"), issuable under the May & Speh, Inc. ("May & Speh") 1994 Executive
Stock Option Plan and the May & Speh 1995 Key Employee Stock Option Plan
(together, the "Plans"). The Company has assumed the obligations of May &
Speh under the Plans in connection with the merger of ACX Acquisition Co.,
Inc. ("Sub") with and into May & Speh pursuant to the Amended and Restated
Agreement and Plan of Merger, dated as of May 26, 1998 (the "Merger
Agreement"), among the Company, Sub and May & Speh.
This opinion is delivered in accordance with the
requirements of Item 601(b)(5) of Regulation S-K promulgated under the Act.
In connection with this opinion, I have examined (i) the
Registration Statement, (ii) the Plans, (iii) the Merger Agreement, (iv)
the Amended and Restated Articles of Incorporation and the Amended and
Restated By-Laws of the Company, in each case as amended to the date
hereof, (v) certain resolutions of the Board of Directors of the Company
relating to, among other things, the approval of the transactions
contemplated by the Merger Agreement, and (vi) such other documents as I
deemed necessary or appropriate as a basis for the opinion set forth below.
In my examination, I have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of
all documents submitted to me as originals, the conformity to original
documents of all documents submitted to me as certified or photostatic
copies and the authenticity of the originals of such copies. In making my
examination of documents executed by parties other than the Company, I have
assumed that such parties had the power, corporate or other, to enter into
and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution
and delivery by such parties of such documents and the validity and binding
effect thereof on such parties.
I am admitted to the bar of the State of Arkansas and I
express no opinion as to the laws of any other jurisdiction except for the
federal laws of the United States of America and the General Corporation
Law of the State of Delaware to the extent specifically referred to herein.
Based upon the foregoing and subject to the foregoing I am
of the opinion that the Common Stock, when issued in accordance with the
terms of the Plans, will be validly issued, fully paid and nonassessable.
For purposes of this opinion, I have assumed that, prior to
the issuance of any of the Shares, (i) the Registration Statement, as
finally amended (including all necessary post-effective amendments),
becomes effective; (ii) the exercise price of the Shares issued under the
Plans will not be less than the par value of such Shares at the time of
issuance; (iii) there will be no agreements, indentures, mortgages, deeds
of trust or instruments that affect the ability of the Company to issue the
Shares; and (iv) certificates representing the Shares will be manually
signed by an authorized officer of the transfer agent for the Common Stock
and will be registered by the registrar for the Common Stock.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. In giving such consent, I do not hereby
admit that I come into the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission
promulgated thereunder.
Very truly yours,
/s/ Catherine L. Hughes
__________________________
Catherine L. Hughes
Secretary and General Counsel
