As filed with the Securities and Exchange Commission on May 13, 1999
Registration No. 333-72009
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
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 (I.R.S. Employer
of 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
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.
[S-3 Cover Page Continued]
<PAGE>
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 other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.
[X]
If this Form is to be 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.
[ ]
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.
<PAGE>
Subject to Completion
May __, 1999
400,400 SHARES
ACXIOM CORPORATION
COMMON STOCK
----------------
The selling shareholders, as described on page __, offer for sale
400,400 shares of Acxiom common stock.
Acxiom's common stock is traded on the Nasdaq National Market System
under the symbol "ACXM." On May 12, 1999, the closing sale price of Acxiom
common stock on Nasdaq was $28 13/16 per share.
Risk factors associated with this offering of Acxiom common stock are
discussed at page 1.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
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The date of this Prospectus is May __, 1999.
The information in this prospectus is not complete and may be changed.
The selling shareholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
<PAGE>
TABLE OF CONTENTS
PAGE
RISK FACTORS .................................................................1
ACXIOM........................................................................2
RECENT DEVELOPMENTS...........................................................3
USE OF PROCEEDS BY ACXIOM.....................................................3
PRICE RANGE OF COMMON STOCK AND DIVIDENDS.....................................3
SELLING SHAREHOLDERS..........................................................4
PLAN OF DISTRIBUTION..........................................................4
LEGAL MATTERS.................................................................6
EXPERTS.......................................................................6
WHERE YOU CAN FIND MORE INFORMATION ABOUT ACXIOM..............................6
<PAGE>
No one has been authorized to give you any information about this
offering that is not contained in this prospectus. You should rely only on the
information contained in this prospectus. This prospectus does not constitute an
offer to sell or a solicitation of an offer to buy in any jurisdiction in which
it is unlawful to make such offer or solicitation.
RISK FACTORS
The following are factors that should be considered by anyone
contemplating an investment in Acxiom common stock.
Legislation Relating to Consumer Privacy May Affect Acxiom's Ability to Collect
Data
There could be a material adverse impact on Acxiom's direct marketing
and data sales business due to the enactment of legislation or industry
regulations arising from the increase in public concern over consumer privacy
issues. Restrictions upon the collection and use of information which is
currently legally available could be adopted, in which case the cost to Acxiom
of collecting certain kinds of data might be increased materially. It is also
possible that Acxiom could be prohibited from collecting or disseminating
certain types of data, which could in turn materially adversely affect Acxiom's
ability to meet its customers' requirements.
Postal Rate Increases Could Lead to Reduced Volume of Business
The direct marketing industry has been negatively impacted from time to
time during past years by postal rate increases. Any future increases will, in
Acxiom's opinion, force direct mailers to mail fewer pieces and to target their
prospects more carefully. This sort of response by direct mailers could affect
Acxiom by decreasing the amount of processing services purchased from Acxiom,
which could result in lower revenues, net income and earnings per share.
Data Suppliers Might Withdraw Data From Acxiom Leading To Acxiom's Inability To
Provide Products And Services
Acxiom could suffer a material adverse effect if owners of the data
used by Acxiom were to withdraw the data from Acxiom. Data Providers may
withdraw data from Acxiom if the data suppliers deem Acxiom to be competitive,
legislation is passed restricting the use of the data or the data supplier
becomes insolvent. If a substantial number of data suppliers were to remove
their data, Acxiom's ability to provide products and services to its customers
may be materially adversely impacted resulting in decreased revenue, net income
and earnings per share.
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Short-term Contracts Affect Predictability of Revenues
While approximately 54% of Acxiom's total revenue is currently derived
from long-term customer contracts of over three years, the remainder is not.
With respect to that portion of the business which is not under long-term
contract, revenues are less predictable, and Acxiom must consequently engage in
continual sales efforts to maintain its revenue stability and future growth.
Acxiom Must Continue to Improve Technology to Remain Competitive
Maintaining technological competitiveness in its data products,
processing functionality, software systems and services is key to Acxiom's
continued success. Acxiom's ability to continually improve its current processes
and to develop and introduce new products and services is essential in order to
meet its competitors' technological developments and the increasingly
sophisticated requirements of its customers. If Acxiom failed to do so, Acxiom
could lose customers to current or future competitors resulting in decreased
revenue, net income and earnings per share.
Year 2000 Problems Could Affect Acxiom's Ability to Deliver Products and
Services
Many computer systems and equipment and instruments were designed to
only recognize the last two digits of the calendar year. With the arrival of the
Year 2000, these systems may encounter operating problems due to their inability
to distinguish years after 1999 from years preceding 1999. Acxiom believes that
with modifications to existing software and conversions of new software the Year
2000 issue can be mitigated. However, the systems of vendors on which Acxiom
relies may not be converted in a timely fashion or a vendor or customer may fail
to convert its systems to be Year 2000 compliant which could materially
adversely impact Acxiom's ability to deliver products and services to its
customers. Acxiom's efforts to address the Year 2000 risk are discussed in the
Form 10-Q for the quarter ended December 31, 1998 attached to this information
statement/prospectus as Annex D.
ACXIOM
Acxiom'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, Acxiom has evolved into what management
believes, based on its knowledge of the industry, is a leading provider of
computer-based services to the direct marketing industry. Acxiom offers a broad
range of services to direct marketers and to other businesses that utilize
direct marketing techniques such as direct mail, advertising, database marketing
and mining of data warehouses. Acxiom 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.
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Acxiom also offers outsourcing/facilities management and information
management services whereby it manages the data processing and information
systems functions for its customers. Such customers and prospects include
traditional direct marketing companies as well as companies that 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 Acxiom's revenue.
Acxiom 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 merger in 1983, the
entity operated as CCX Network, Inc. until 1988, when the name Acxiom
Corporation was adopted.
The executive offices of Acxiom are located at 301 Industrial Boulevard,
Conway, Arkansas 72032, telephone number: (501) 336-1000.
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<PAGE>
RECENT DEVELOPMENTS
On September 17, 1998, Acxiom acquired May & Speh, Inc. Acxiom
accounted for the transaction as a pooling of interests and described the
transaction in various documents it filed with the Securities and Exchange
Commission. On February 8, 1999, Acxiom filed a Current Report on Form 8-K to
report restated consolidated financial statements as a result of the
transaction. For information on how to receive copies of these documents see the
information under the heading "Incorporation of Certain Documents by Reference."
On December 31, 1998, Acxiom entered into a definitive agreement to
acquire Computer Graphics of Arizona, Inc. and all of its affiliated companies
in a stock-for-stock merger. Computer Graphics, a privately-held enterprise, is
a computer service bureau principally serving financial services direct
marketers since 1970. Computer Graphics is headquartered in Phoenix, Arizona.
The transaction will be accounted for as a pooling of interests. Acxiom expects
the purchase price for Computer Graphics to be approximately $50 million.
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<PAGE>
USE OF PROCEEDS BY ACXIOM
Acxiom will not receive any proceeds from the offering described in
this prospectus.
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The following table shows for the periods indicated the high and low
closing sales prices of Acxiom common stock as reported on the Nasdaq National
Market System.
Fiscal Year Ended High Low
March 31, 1998:
First Quarter $20-1/2 $12-1/8
Second Quarter 21-1/8 17-5/16
Third Quarter 19-1/4 15-1/8
Fourth Quarter 25-5/8 17
March 31, 1999:
First Quarter $25-5/8 $20-1/8
Second Quarter 28-1/8 20
Third Quarter 31 16-5/8
Fourth Quarter 29-5/8 21-15/16
March 31, 2000:
First Quarter
(Through May 12, 1999) $28-13/16 $23
Acxiom has never paid cash dividends on its common stock. Acxiom
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.
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<PAGE>
SELLING SHAREHOLDERS
Two selling shareholders are offering an aggregate of 400,400 shares of
Acxiom common stock in this prospectus. Trans Union L.L.C., a Delaware limited
liability company and the successor in interest to Trans Union Corporation, may
offer for sale up to 400,000 shares. Robert A. Pritzker, a director of both
Trans Union and Acxiom, may offer for sale up to 400 shares. Donees, pledgees,
transferees or other successors in interest who receive Acxiom shares from Trans
Union or Mr. Pritzker may offer those shares pursuant to this prospectus, but
the aggregate number of shares offered will not exceed 400,400.
Trans Union currently owns 4,003,000 shares of Acxiom common stock.
Following the sale of the 400,000 shares offered by Trans Union, Trans Union
will own 3,603,000 shares, which will represent approximately 4.6% of the
outstanding shares of Acxiom common stock.
Robert A. Pritzker, with his wife, currently owns 4,000 shares of
Acxiom common stock. Following the sale of the 400 shares offered by Mr.
Pritzker, Mr. Pritzker and his wife will own 3,600 shares, which will represent
less than 1% of the outstanding shares of Acxiom common stock. Mr. Pritzker is a
director and the chairman of Trans Union. Additionally, pursuant to an agreement
between Trans Union and Acxiom, Mr. Pritzker is one of two individuals
designated by Trans Union to serve as directors on the Acxiom board of
directors.
PLAN OF DISTRIBUTION
Acxiom is registering these shares of Acxiom common stock on behalf of
the selling shareholders. The selling shareholders may offer shares from time to
time in one or more of the following ways:
* through brokers, acting as principal or agent
* in sales to underwriters acquiring the stock for their own account or for
resale in negotiated transactions or to the public at a fixed offering
price
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* in private sales at negotiated prices
* by pledge to secure debts, financing arrangements and other obligations
* by the writing (sale) of put or call options on the shares
* in block trades, in which a broker or dealer attempts to sell shares as
agent but may position and resell a portion of the shares as principal to
facilitate the sale
* in hedge transactions and in settlement of other transactions in
standardized or over-the-counter options
* any other legally available means
The shares of Acxiom common stock covered by this prospectus also may
be sold in private transactions pursuant to Section 4(1) or Rule 144 of the
Securities Act, rather than pursuant to this prospectus.
If underwriters or other agents are used in an offering, they may
receive underwriting discounts and commissions. Brokers or agents participating
in such transactions may receive commissions or fees.
If necessary, this prospectus will be supplemented to show the specific
terms of a particular offering. These terms may include the following:
* number of shares involved in that offering
* purchase price
* name of any underwriter, dealer or agent
* commissions paid or discounts or selling concessions granted to
participating underwriters or brokers
Expenses generated in connection with the offering of shares outlined
in this prospectus will be paid in the following manner:
* Acxiom will pay all expenses, including filing fees, relating to
preparation of the registration statement, Acxiom's attorneys' fees and
Acxiom's accountant's fees
* Trans Union will pay its own attorneys' fees
* Mr. Pritzker will pay his own attorneys' fees
* Trans Union will pay any underwriter's or broker's fees or commissions
arising in an offering made on its behalf
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<PAGE>
* Mr. Pritzker will pay any underwriter's or broker's fees or commissions
arising in an offering made on his behalf
LEGAL MATTERS
The validity of the shares of common stock offered hereby will be
passed upon for Acxiom by Catherine L. Hughes, Esq., General Counsel of Acxiom.
EXPERTS
The consolidated financial statements of Acxiom Corporation, which are
included in the Acxiom current report on Form 8-K dated February 8, 1999
incorporated by reference into this registration statement, except as they
relate to May & Speh, Inc. as of September 30, 1996 and for the years ended
September 30, 1996 and 1995, have been audited by KPMG LLP, independent
accountants, and as they relate to May & Speh, Inc. as of September 30, 1996 and
for the years ended September 30, 1996 and 1995, by PricewaterhouseCoopers LLP,
independent accountants, whose reports appear in the Form 8-K. These financial
statements have been incorporated by reference into this registration statement
in reliance on the reports of these independent accountants given on the
authority of these firms as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
ABOUT ACXIOM
The SEC allows us to "incorporate by reference" information filed with
them, which means that we can disclose important information to you by referring
you directly to those documents. The information incorporated by reference is
considered to be a part of this prospectus. In addition, information we file
with the SEC in the future will automatically update and supersede information
contained in this prospectus and any accompanying prospectus supplement. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 until all of the shares of common stock described in this prospectus
are sold:
(i) 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 and
the Annual Report on Form 10-K/A dated August 4, 1998;
(ii) Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30,
1998, September 30, 1998 and December 31, 1998;
(iii)Current Reports on Form 8-K dated June 4, 1998, September 18, 1998
and February 8, 1999;
(iv) The description of Acxiom capital stock contained in the registration
statement on Form 8-A of CCX Network, Inc. (now known as Acxiom
Corporation) dated February 4, 1985, and any amendments or updates to
that form filed by Acxiom;
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(v) The description of Acxiom preferred stock purchase rights contained in
the registration statement on Form 8-A/A dated June 4, 1998.
Acxiom will provide you with free copies of any of these documents,
without exhibits, unless an exhibit is incorporated into the document by
reference, if you write us or call us at: Acxiom Corporation, 301 Industrial
Boulevard, Conway, Arkansas 72032, Attention: Catherine L. Hughes, telephone
(501) 336-1000.
Acxiom is subject to the information requirements of the Securities
Exchange Act of 1934 and, pursuant to such act, files reports and other
information with the SEC. Acxiom has also filed a registration statement on Form
S-3 with the SEC relating to this offering of Acxiom common stock by the selling
shareholders. Such reports, proxy statements, registration statement and other
information can be inspected and copied at the public reference room of the SEC
at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain
information on the operation of the public reference room by calling the SEC at
1-800-SEC-0330. Acxiom's filings with the SEC also are available to the public
at the SEC's web site: "http://www.sec.gov."
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<PAGE>
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 Acxiom
and the selling shareholders in connection with the offering described in this
registration statement.
Payable by:
Acxiom Trans Union Mr. Pritzker
Securities and Exchange
Commission registration
fee $ 2,685 $ -0- $ -0-
Legal fees 10,000 4,500 500
Accountants' fees 5,000 -0- -0-
Miscellaneous expenses 1,315 -0- -0-
------ ----- ---
TOTAL $19,000 $4,500 $ 500
------ ----- ---
Item 15. Indemnification of Directors and Officers.
Exculpation. Section 102(b)(7) of the Delaware General Corporation Law
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 Acxiom Charter provides that, to the fullest extent permitted by
Delaware corporate law, 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 Delaware corporate law 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
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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 Delaware corporate law.
Insurance. Acxiom has in effect directors' and officers' liability
insurance and fiduciary liability insurance. The fiduciary liability insurance
covers actions of directors and officers as well as other employees with
fiduciary responsibilities under ERISA.
Item 16. Exhibits.
Number Description
* 3.1 Amended and Restated Certificate of Incorporation of the Registrant
(previously filed as Exhibit 3(i) to Acxiom's Quarterly Report on Form
10-Q for the quarterly period ended June 30, 1996, Commission File No.
0-13163, and incorporated herein by reference).
* 3.2 Amended and Restated Bylaws of the Registrant (previously filed as
Exhibit 3(b) to Acxiom's Annual Report on Form 10-K for the fiscal
year ended March 31, 1991, Commission File No. 0-13163, and
incorporated herein by reference).
* 4.1 Specimen Common Stock Certificate (previously filed as Exhibit 4.1 to
the Registrant's Registration Statement on Form S-4 (No. 333-61639)
filed August 17, 1998 and incorporated herein by reference).
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<PAGE>
* 4.2 Rights Agreement, dated January 28, 1998 between Acxiom and First
Chicago Trust Company of New York, as Rights Agent (the "Rights
Agreement"), including the forms of Rights Certificate and of Election
to Exercise, included in Exhibit A to the Rights Agreement, and the
form of Certificate of Designation and Terms of Participating
Preferred Stock of the Registrant, included in Exhibit B to the Rights
Agreement (previously filed as Exhibit 4.1 to the Registrant's Current
Report on Form 8-K dated February 10, 1998, Commission File No.
0-13163, and incorporated herein by reference).
* 4.3 Amendment Number One, dated as of May 26, 1998, to the Rights
Agreement (previously filed as Exhibit 4 to the Registrant's Current
Report on Form 8-K dated June 4, 1998, Commission File No. 0-13163,
and incorporated herein by reference).
** 5 Opinion of Catherine L. Hughes, Esq., General Counsel of Acxiom,
regarding the validity of the securities being registered.
23.1 Consent of KPMG LLP.
** 23.2 Consent of Catherine L. Hughes, Esq., General Counsel of Acxiom
(included in the opinion filed as Exhibit 5 to this Registration
Statement and incorporated herein by reference).
23.3 Consent of PricewaterhouseCoopers LLP.
** 24 Powers of Attorney.
* incorporated herein by reference as indicated
** previously filed
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:
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(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, unless the information required to be
included in such post-effective amendment is contained in a periodic
report filed by registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 and incorporated herein by
reference;
(b) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement, unless the information required to be
included in such post-effective amendment is contained in a periodic
report filed by registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 and incorporated herein by
reference. 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.
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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 whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Acxiom
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 Amendment No. 1 to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Conway, State of Arkansas, on the 13th
day of May, 1999.
ACXIOM CORPORATION
/s/ Catherine L. Hughes
--------------------------------------
(Catherine L. Hughes,
Secretary and General Counsel)
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the registration statement has been signed below by the
following persons in the capacities indicated, on the 13th day of May, 1999.
* , Financial Leader
- ----------------------- (principal financial
(Robert S. Bloom) officer and principal
accounting officer)
, Director
- -----------------------
(Dr. Ann H. Die)
, Director
- -----------------------
(William T. Dillard II)
* , Director
- -----------------------
(Harry C. Gambill)
* , Director
- -----------------------
(Roger S. Kline )
* , Chairman of the Board and
- ----------------------- Company Leader (principal
(Charles D. Morgan) executive officer)
* , Director
- -----------------------
(Robert A. Pritzker)
* , Director
- -----------------------
(James T. Womble)
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*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.
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
* 3.1 Amended and Restated Certificate of Incorporation of the Registrant
(previously filed as Exhibit 3(i) to Acxiom's Quarterly Report on Form
10-Q for the quarterly period ended June 30, 1996, Commission File No.
0-13163, and incorporated herein by reference).
* 3.2 Amended and Restated Bylaws of the Registrant (previously filed as
Exhibit 3(b) to Acxiom's Annual Report on Form 10-K for the fiscal
year ended March 31, 1991, Commission File No. 0-13163, and
incorporated herein by reference).
* 4.1 Specimen Common Stock Certificate (previously filed as Exhibit 4.1 to
the Registrant's Registration Statement on Form S-4 (No. 333-61639)
filed August 17, 1998 and incorporated herein by reference).
* 4.2 Rights Agreement, dated January 28, 1998 between Acxiom and First
Chicago Trust Company of New York, as Rights Agent (the "Rights
Agreement"), including the forms of Rights Certificate and of Election
to Exercise, included in Exhibit A to the Rights Agreement, and the
form of Certificate of Designation and Terms of Participating
Preferred Stock of the Registrant, included in Exhibit B to the Rights
Agreement (previously filed as Exhibit 4.1 to the Registrant's Current
Report on Form 8-K dated February 10, 1998, Commission File No.
0-13163, and incorporated herein by reference).
* 4.3 Amendment Number One, dated as of May 26, 1998, to the Rights
Agreement (previously filed as Exhibit 4 to the Registrant's Current
Report on Form 8-K dated June 4, 1998, Commission File No. 0-13163,
and incorporated herein by reference).
** 5 Opinion of Catherine L. Hughes, Esq., General Counsel of Acxiom,
regarding the validity of the securities being registered.
23.1 Consent of KPMG LLP.
<PAGE>
** 23.2 Consent of Catherine L. Hughes, Esq., General Counsel of Acxiom
(included in the opinion filed as Exhibit 5 to this Registration
Statement and incorporated herein by reference).
23.3 Consent of PricewaterhouseCoopers LLP.
** 24 Powers of Attorney.
* incorporated herein by reference as indicated
** previously filed
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors
Acxiom Corporation:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG LLP
Little Rock, Arkansas
May 12, 1999
Exhibit 23.3
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 November 1, 1996, appearing in the Current
Report on Form 8-K of Acxiom Corporation dated February 8, 1999, relating to the
consolidated balance sheet of May & Speh, Inc. as of September 30, 1996 (not
presented separately therein) and the related consolidated statements of
operations and of cash flows for the years ended September 30, 1996 and 1995
(not presently separately therein). We also consent to the reference to us under
the heading "Experts" in such prospectus.
PricewaterhouseCoopers LLP
Chicago, Illinois
May 12, 1999
