Delaware
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71-0581897
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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601 E. Third Street
Little Rock, Arkansas 72201
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(Address of Principal Executive Offices)(Zip Code)
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2011 NONQUALIFIED EQUITY COMPENSATION PLAN
OF ACXIOM CORPORATION
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(Full title of the plan)
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Jerry C. Jones
Chief Legal Officer and
Senior Vice President
Acxiom Corporation
601 E. Third Street
Little Rock, Arkansas 72201
501-342-1000
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(Name, address, and telephone number of Registrant’s agent for service)
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Copies of all correspondence to:
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J. Allen Overby
Bass, Berry & Sims PLC
150 Third Avenue South, Suite 2800
Nashville, Tennessee 37201
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Large accelerated filer þ
Non-accelerated filer ¨ (Do not check if a smaller reporting company)
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Accelerated filer ¨
Smaller reporting company ¨
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Title of securities to be registered
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Amount to be registered
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Proposed maximum offering price per share
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Proposed maximum aggregate offering price
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Amount of registration fee
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Common Stock,
$.10 Par Value (1)
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502,217 (2)
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$11.92 (2)
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$5,986,426.64 (2)
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$695.02
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(1)
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Represents shares issuable pursuant to the 2011 Nonqualified Equity Compensation Plan of Acxiom Corporation.
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(2)
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Pursuant to Rule 457(h), the offering price per share, the aggregate offering price and the amount registration fee have been computed on the basis of $11.92 per share, the average of the high and low prices of the Registrant’s Common Stock as reported on The NASDAQ Stock Market on July 26, 2011.
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(a)
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The Registrant’s Annual Report on Form 10-K for its fiscal year ended March 31, 2011, originally filed with the Commission on May 27, 2011;
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(b)
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The Registrant’s Current Reports on Form 8-K, filed with the Commission on June 7, 2011 and July 27, 2011; and
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(c)
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The description of capital stock contained in the registration statement on Form 8-A of CCX Network, Inc., which is now known as Acxiom Corporation, dated February 4, 1985, and any amendments or updates to that form.
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4.1
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Amended and Restated Certificate of Incorporation (previously filed as Exhibit 3(i) to Acxiom Corporation'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)
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4.2
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Amended and Restated Bylaws (previously filed as Exhibit 3(b) to Acxiom Corporation’s Annual Report on Form 10-K for the fiscal year ended March 31, 2008, and incorporated herein by reference)
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4.3
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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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5.1
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Opinion of Bass, Berry & Sims PLC (filed herewith)
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23.1
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Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1)
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23.2
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Consent of KPMG LLP (filed herewith)
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24.1
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Power of Attorney (filed herewith)
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99.1
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2011 Nonqualified Equity Compensation Plan of Acxiom Corporation (previously filed as Exhibit 10.2 to the Current Report of Form 8-K filed with the Commission on July 27, 2011, and incorporated herein by reference)
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(1)
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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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(i)
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To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
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(ii)
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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; and
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(iii)
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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;
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provided, however, that paragraphs (a) (1) (i) and (a) (1) (ii) do not apply if 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 Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
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(2)
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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.
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(3)
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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.
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(b)
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The undersigned Registrant hereby undertakes that, for purposes of determining any 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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(c)
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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, 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 Securities Act of 1933 and will be governed by the final adjudication of such issue.
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ACXIOM CORPORATION
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By:
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/s/ Catherine L. Hughes
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Name:
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Catherine L. Hughes
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Title:
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Corporate Governance Officer and Secretary
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Signature
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Title
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/s/ William T. Dillard II*
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Director
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William T. Dillard II
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/s/ Michael J. Durham*
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Non-Executive Chairman of the Board
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Michael J. Durham
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/s/ Jerry D. Gramaglia*
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Director
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Jerry D. Gramaglia
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/s/ Ann Die Hasselmo*
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Director
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Ann Die Hasselmo
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/s/ William J. Henderson*
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Director
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William J. Henderson
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/s/ Clark M. Kokich*
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Director
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Clark M. Kokich
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/s/ Kevin M. Twomey*
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Director
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Kevin M. Twomey
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/s/ R. Halsey Wise*
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Director
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R. Halsey Wise
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/s/ Scott E. Howe*
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Chief Executive Officer and President
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Scott E. Howe
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(principal executive officer)
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/s/ Art G. Kellam*
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Vice President-Finance and Corporate Controller
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Art G. Kellam
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(principal financial and accounting officer)
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*By:
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/s/ Catherine L. Hughes
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Catherine L. Hughes, Attorney-in-Fact
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Number
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Exhibit
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4.1
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Amended and Restated Certificate of Incorporation (previously filed as Exhibit 3(i) to Acxiom Corporation'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)
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4.2
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Amended and Restated Bylaws (previously filed as Exhibit 3(b) to Acxiom Corporation’s Annual Report on Form 10-K for the fiscal year ended March 31, 2008, and incorporated herein by reference)
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4.3
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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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5.1
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Opinion of Bass, Berry & Sims PLC (filed herewith)
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23.1
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Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1)
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23.2
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Consent of KPMG LLP (filed herewith)
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24.1
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Power of Attorney (filed herewith)
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99.1
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2011 Nonqualified Equity Compensation Plan of Acxiom Corporation (previously filed as Exhibit 10.2 to the Current Report on Form 8-K filed with the Commission on July 27, 2011, and incorporated herein by reference)
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