As filed with the Securities and Exchange Commission on February 9, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
ACXIOM CORPORATION
(Exact name of registrant as specified in charter)
Delaware 71-0581897
(State or other jurisdiction (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.
<PAGE>
[S-3 Cover Page Continued]
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.
[ ]
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CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum Amount
each class of Amount offering aggregate of
securities to to be price per offering Registra-
be registered registered(1) unit(2) price(2) tion Fee
- --------------------------------------------------------------------------------
Common Stock
($0.10 Par
Value)(3). . . . 400,400 $24.125 $9,659,650 $2,685.38
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) Pursuant to Rule 416, this registration statement also covers such
indeterminate number of shares of Acxiom common stock as may be issued as a
result of stock dividends, stock splits or similar transactions prior to the
termination of this registration statement.
<PAGE>
(2) Calculated pursuant to Rule 457(c) on the basis of the average of the high
and low reported sales prices on the Nasdaq National Market System on February
5, 1999.
(3) This Registration Statement also pertains to rights to purchase preferred
stock of Acxiom pursuant to the Rights Agreement dated as of January 28, 1998
between Acxiom and First Chicago Trust Company of New York. One right is
attached to and trades with each share of the Registrant's common stock. Until
the occurrence of certain events, the rights are not exercisable and will not be
evidenced or transferred apart from the Registrant's common stock. Accordingly,
no independent value is attributed to the rights.
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
February 9, 1999
400,400 SHARES
ACXIOM CORPORATION
COMMON STOCK
----------------
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 of Acxiom Corporation common stock it currently owns. Robert A.
Pritzker, a director of both Trans Union and Acxiom, may offer for sale up to
400 shares of Acxiom common stock he currently owns. The proceeds from any sale
will go to Trans Union and Mr. Pritzker; no proceeds will go to Acxiom. Trans
Union and Mr. Pritzker may determine at a later date the actual terms of an
offering of the stock, and, if required, a supplement to this prospectus will
state whether Trans Union or Mr. Pritzker will offer shares directly in
negotiated transactions or otherwise. If a prospectus supplement is required, it
also will state whether the shares will be offered at market prices prevailing
at the time of the sale, at prices related to such prevailing market prices or
at prices otherwise negotiated.
Acxiom's common stock is traded on the Nasdaq National Market System
under the symbol "ACXM." On February 8, 1999, the closing sale price of Acxiom
common stock on Nasdaq was $23 11/16 per share.
Acxiom's principal executive offices are located at 301 Industrial
Boulevard, Conway, Arkansas 72032, telephone number 501-336-1000.
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.
-------------------
The date of this Prospectus is February , 1999.
The information in this prospectus is not complete and may be changed.
Trans Union and Mr. Pritzker 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
ACXIOM....................................................................... 1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............................. 1
AVAILABLE INFORMATION........................................................ 3
RECENT DEVELOPMENTS.......................................................... 3
USE OF PROCEEDS BY ACXIOM.................................................... 3
PRICE RANGE OF COMMON STOCK AND DIVIDENDS.................................... 3
SELLING SHAREHOLDERS......................................................... 4
PLAN OF DISTRIBUTION......................................................... 5
LEGAL MATTERS................................................................ 6
EXPERTS...................................................................... 6
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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.
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.
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.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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
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<PAGE>
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 and September 30, 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;
(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.
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<PAGE>
AVAILABLE INFORMATION
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 Trans Union
and Robert A. Pritzker. 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."
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.
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.
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<PAGE>
Fiscal Year Ended High Low
March 31, 1997:
First Quarter $17-5/8 $12-3/8
Second Quarter 20-9/16 16-3/8
Third Quarter 24-5/8 18-3/4
Fourth Quarter 22-7/8 14-3/8
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 23-1/2
(through Feb. 8, 1999)
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.
SELLING SHAREHOLDERS
Trans Union currently owns 4,003,000 shares of Acxiom common stock.
Following the sale of the 400,000 shares offered by Trans Union in this
prospectus, Trans Union will own 3,603,000 shares, which will represent
approximately 4.6% of the outstanding shares of Acxiom common stock. Pursuant to
an agreement entered into in July 1992, Acxiom acquired all of Trans Union's
interest in its Chicago data center and agreed to provide Trans Union with
various data management services. The term of this agreement expires in 2005. In
connection with the agreement, Trans Union may designate two individuals for
nomination to Acxiom's board of directors.
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 in this prospectus, 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 the arrangement described in the preceding paragraph, Mr. Pritzker
is one of the individuals designated by Trans Union to serve as a director on
the Acxiom board of directors.
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<PAGE>
PLAN OF DISTRIBUTION
Acxiom is registering these shares of Acxiom common stock on behalf of
the selling shareholders. Trans Union and Mr. Pritzker, and certain donees,
pledgees, transferees or other successors in interest who receive shares from
Trans Union or Mr. Pritzker, 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
* 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
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* 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
* 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
incorporated in this Prospectus by reference to Acxiom's Current Report on Form
8-K dated February 8, 1999, 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, insofar 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 thereon appear in such Form 8-K. Such financial statements have been so
incorporated in reliance on the reports of such independent accountants given on
the authority of such firms as experts in auditing and accounting.
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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,
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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 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.
The following exhibits are filed herewith or, as indicated, have been
heretofore filed with the Commission as the exhibits in the file number
indicated and are incorporated herein by reference.
Number Description
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).
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<PAGE>
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.
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.
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
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in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions referred to in Item 15
above, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question 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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Conway, State of Arkansas, on the 8th day of
February, 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
registration statement has been signed below by the following persons in the
capacities indicated, on the 8th day of February, 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.
<PAGE>
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.
<PAGE>
Exhibit 5
[LETTERHEAD OF ACXIOM CORPORATION]
February 8, 1999
Board of Directors
Acxiom Corporation
301 Industrial Boulevard
Conway, AR 72033
Re: Acxiom Corporation
Registration Statement on Form S-3
----------------------------------
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-3 (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 proposed
sale by certain shareholders of the Company of 400,400 shares of the Company's
common stock (the "Shares").
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 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,
(iii) certain resolutions of the Board of Directors of the Company relating to
the registration of the Shares, and (iv) 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.
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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 Shares are validly issued, fully paid and nonassessable.
For purposes of this opinion, I have assumed that prior to the issuance of any
of the Shares the Registration Statement, as finally amended (including all
necessary post-effective amendments), will have become effective.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of my name in the Registration Statement under the
caption "Legal Matters." 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
<PAGE>
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
February 8, 1999
<PAGE>
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
February 8, 1999
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer of Acxiom
Corporation, a Delaware corporation (the "Company"), does hereby constitute and
appoint Catherine L. Hughes as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him and in his name,
place and stead, in his capacity as the principal accounting officer of the
Company, to sign the Company's Registration Statement on Form S-3, together with
any amendments thereto, and to file the same, together with any exhibits and all
other documents related thereto, with the Securities and Exchange Commission,
granting to said attorney-in-fact and agent, full power and authority to do and
perform each and any act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as the undersigned
might or could do in person, duly ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue of the
power herein granted.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
date.
Signature:
/s/ Robert S. Bloom
- ------------------------
Robert S. Bloom
Date: January 29, 1999
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Acxiom
Corporation, a Delaware corporation (the "Company"), does hereby constitute and
appoint Catherine L. Hughes and/or Robert S. Bloom as his true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
for him and in his name, place and stead, in his capacity as a director of the
Company, to sign the Company's Registration Statement on Form S-3, together with
any amendments thereto, and to file the same, together with any exhibits and all
other documents related thereto, with the Securities and Exchange Commission,
granting to said attorneys-in-fact and agents, full power and authority to do
and perform each and any act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as the undersigned
might or could do in person, duly ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue of
the power herein granted.`
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
date.
Signature:
/s/ William Dillard II
- ------------------------
William T. Dillard II
Date: February 1, 1999
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Acxiom
Corporation, a Delaware corporation (the "Company"), does hereby constitute and
appoint Catherine L. Hughes and/or Robert S. Bloom as his true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
for him and in his name, place and stead, in his capacity as a director of the
Company, to sign the Company's Registration Statement on Form S-3, together with
any amendments thereto, and to file the same, together with any exhibits and all
other documents related thereto, with the Securities and Exchange Commission,
granting to said attorneys-in-fact and agents, full power and authority to do
and perform each and any act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as the undersigned
might or could do in person, duly ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue of
the power herein granted.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
date.
Signature:
/s/ Harry Gambill
- ------------------------
Harry C. Gambill
Date: February 2, 1999
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and
officer of Acxiom Corporation, a Delaware corporation (the "Company"), does
hereby constitute and appoint Catherine L. Hughes and/or Robert S. Bloom as his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution for him and in his name, place and stead, in his capacity as
a director and principal financial officer of the Company, to sign the Company's
Registration Statement on Form S-3, together with any amendments thereto, and to
file the same, together with any exhibits and all other documents related
thereto, with the Securities and Exchange Commission, granting to said
attorneys-in-fact and agents, full power and authority to do and perform each
and any act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as the undersigned might or
could do in person, duly ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue of
the power herein granted.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
date.
Signature:
/s/ Rodger S. Kline
- ------------------------
Rodger S. Kline
Date: February 3, 1999
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and
officer of Acxiom Corporation, a Delaware corporation (the "Company"), does
hereby constitute and appoint Catherine L. Hughes and/or Robert S. Bloom as his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution for him and in his name, place and stead, in his capacity as
a director and principal executive officer of the Company, to sign the Company's
Registration Statement on Form S-3, together with any amendments thereto, and to
file the same, together with any exhibits and all other documents related
thereto, with the Securities and Exchange Commission, granting to said
attorneys-in-fact and agents, full power and authority to do and perform each
and any act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as the undersigned might or
could do in person, duly ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue of
the power herein granted.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
date.
Signature:
/s/ Charles D. Morgan
- ------------------------
Charles D. Morgan
Date: February 1, 1999
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Acxiom
Corporation, a Delaware corporation (the "Company"), does hereby constitute and
appoint Catherine L. Hughes and/or Robert S. Bloom as his true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
for him and in his name, place and stead, in his capacity as a director of the
Company, to sign the Company's Registration Statement on Form S-3, together with
any amendments thereto, and to file the same, together with any exhibits and all
other documents related thereto, with the Securities and Exchange Commission,
granting to said attorneys-in-fact and agents, full power and authority to do
and perform each and any act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as the undersigned
might or could do in person, duly ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue of
the power herein granted.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
date.
Signature:
/s/ Robert A. Pritzker
- ------------------------
Robert A. Pritzker
Date: February 3, 1999
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and
officer of Acxiom Corporation, a Delaware corporation (the "Company"), does
hereby constitute and appoint Catherine L. Hughes and/or Robert S. Bloom as his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution for him and in his name, place and stead, in his capacity as
a director and officer of the Company, to sign the Company's Registration
Statement on Form S-3, together with any amendments thereto, and to file the
same, together with any exhibits and all other documents related thereto, with
the Securities and Exchange Commission, granting to said attorneys-in-fact and
agents, full power and authority to do and perform each and any act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as the undersigned might or could do in person, duly
ratifying and confirming all that said attorneys-in-fact and agents may lawfully
do or cause to be done by virtue of the power herein granted.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
date.
Signature:
/s/ James T. Womble
- ------------------------
James T. Womble
Date: February 2, 1999
