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Registration No. 333- ___ |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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ACXIOM CORPORATION |
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
71-0581897 |
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(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
601 E. 3rd Street
Little Rock, Arkansas 72201-1709
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501-342-1000 |
(Address of Principal Executive Offices)
2008 Nonqualified Equity Compensation Plan
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of Acxiom Corporation |
(Full Title of the Plan)
Jerry C. Jones
Chief Legal Officer
Acxiom Corporation
601 E. 3rd Street
Little Rock, Arkansas 72201-1709
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501-342-1000 |
(Name and Address of Agent for Service)
Copies of all correspondence to:
H. Watt Gregory, III
Kutak Rock LLP
124 West Capitol Avenue, Suite 2000
Little Rock, Arkansas 72201-3706
CALCULATION OF REGISTRATION FEE
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Amount to be Registered |
Proposed Maximum Offering Price Per Share
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Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee | |
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Common Stock, $.10 Par Value (1)
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80,000 (2) |
$13.68 (3) |
$1,094,400.00 (3) |
$43.01 |
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(1) |
Preferred Stock Purchase Rights of Acxiom Corporation are attached to and trade with the Acxiom Common Stock. |
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(2) |
Pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan(s) described herein. |
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(3) |
The registration fee has been computed in accordance with paragraphs (c) and (h) of Rule 457, based upon the average of the high and low sales prices of shares of Acxiom’s Common Stock as reported by NASDAQ on May 23, 2008. |
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EXPLANATORY NOTE
This registration statement on Form S-8 is filed by Acxiom Corporation (the “Registrant”) pursuant to General Instruction E to Form S-8 to register an additional 80,000 shares of Common Stock that may be issued to participants under the 2008 Nonqualified Equity Compensation Plan of Acxiom Corporation (the “Plan”). The contents of the registration statement on Form S-8, file number 333-148946 previously filed on January 30, 2008 by the Registrant and relating to the registration of shares of Common Stock for issuance under the Plan, are hereby incorporated by reference to this registration statement in accordance with General Instruction E to Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents of the Registrant filed with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:
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(a) |
The Registrant’s Annual Report on Form 10-K for its fiscal year ended March 31, 2008, originally filed with the Commission on May 30, 2008 (Commission File No. 000-13163); and |
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(b) |
The Registrant’s Registration Statement on Form S-8 relating to the Plan, filed with the Commission on January 30, 2008 (Commission File No. 333-148946). |
In addition, all documents subsequently filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold under this registration statement (other than Current Reports on Form 8-K containing Regulation FD Disclosure furnished under Item 7.01 or Results of Operations and Financial Condition disclosure furnished under Item 2.02 and exhibits relating to such disclosures, unless otherwise specifically stated in such Current Report on Form 8-K), shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Item 8. Exhibits
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5.1 |
Opinion of Kutak Rock LLP as to the legality of the shares being registered (filed herewith). |
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23.1 |
Consent of Kutak Rock LLP (included in Exhibit 5.1) |
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23.2 |
Consent of KPMG LLP (filed herewith) |
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24.1 |
Powers of Attorney (filed herewith) |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Little Rock, State of Arkansas, on May 30, 2008.
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ACXIOM CORPORATION |
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By: Name: Title: |
/s/ Catherine L. Hughes Catherine L. Hughes Corporate Governance Officer and Secretary |
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities indicated on May 30, 2008.
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Signature |
Title |
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/s/ William T. Dillard II* |
Director |
William T. Dillard II
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/s/ Michael J. Durham* |
Non-Executive Chairman of the Board |
Michael J. Durham
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/s/ Mary L. Good* |
Director |
Mary L. Good
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/s/ Ann Die Hasselmo* |
Director |
Ann Die Hasselmo
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/s/ William J. Henderson* |
Director |
William J. Henderson
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/s/ Thomas F. McLarty, III* |
Director |
Thomas F. McLarty, III
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/s/ John A. Meyer |
Director and Chief Executive Officer |
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John A. Meyer |
(principal executive officer) |
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/s/ Stephen M. Patterson* |
Director |
Stephen M. Patterson
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/s/ Kevin M. Twomey* |
Director |
Kevin M. Twomey
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/s/ Jeffrey W. Ubben* |
Director |
Jeffrey W. Ubben
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/s/ R. Halsey Wise* |
Director |
R. Halsey Wise
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/s/ Christopher W. Wolf* |
Chief Financial Officer |
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Christopher W. Wolf |
(principal financial and accounting officer) |
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*By: |
/s/ Catherine L. Hughes |
Catherine L. Hughes
Attorney-in-Fact
INDEX TO EXHIBITS
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Number |
Exhibit
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5.1 |
Opinion of Kutak Rock LLP as to the legality of the shares being registered (filed herewith)
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23.1 |
Consent of Kutak Rock, LLP (included in Exhibit 5.1)
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23.2 |
Consent of KPMG LLP (filed herewith)
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24.1 |
Powers of Attorney (filed herewith) |