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Washington, D.C. 20549
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|
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 Number)
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Large accelerated filer
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☒
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Accelerated filer
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☐
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|||
Non-accelerated filer
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☐
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Smaller Reporting Company
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☐
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Title of securities to
be registered
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Amount to be
registered(1)
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Proposed maximum
offering price per
share
|
Proposed maximum
aggregate offering
price
|
Amount of
registration
fee(3)
|
||||||||||||
Common Stock, $0.10 par value, to be issued pursuant to outstanding awards under the terms of the Pippio, Inc. Equity Incentive Plan(4)
|
285,339
|
$
|
1.44
|
(2)
|
$
|
410,602
|
(2)
|
$
|
48
|
|||||||
Common Stock, $0.10 par value, to be issued pursuant to awards issuable under the terms of the Arbor Equity Compensation Plan of Acxiom Corporation(4)
|
232,664
|
$
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25.44
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(6)
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$
|
5,918,972
|
(6)
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$
|
686
|
|||||||
Common Stock, $0.10 par value, to be issued pursuant to outstanding awards under the terms of the Solve Media, Inc. 2009 Stock Plan(5)
|
73,951
|
$
|
2.29
|
(2)
|
$
|
169,348
|
(2)
|
$
|
20
|
|||||||
Common Stock, $0.10 par value, to be issued pursuant to awards issuable under the terms of the Circulate Equity Compensation Plan of Acxiom Corporation (5)
|
96,212
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$
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25.44
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(6)
|
$
|
2,447,633
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(6)
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$
|
284
|
|||||||
Total
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688,166
|
--
|
$
|
8,946,555
|
$
|
1,038
|
||||||||||
(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended ("Securities Act"), this registration statement shall also cover any additional shares of the registrant's common stock that become issuable under the Pippio, Inc. Equity Incentive Plan (the "Pippio Plan"), the Arbor Equity Compensation Plan of Acxiom Corporation (the "Arbor Plan"), the Solve Media, Inc. 2009 Stock Plan (the"Circulate 2009 Plan") and the Circulate Equity Compensation Plan of Acxiom Corporation (the "Circulate 2016 Plan"), each as described herein, by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the registrant's receipt of consideration that results in an increase in the number of the registrant's outstanding shares of common stock.
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||||||||||||||||
( (2) Estimated in accordance with paragraph (h) of Rule 457 of the Securities Act, solely for the purpose of calculating the registration fee based upon the weighted average exercise price per share.
|
||||||||||||||||
( (3) The amount of the registration fee was calculated pursuant to Section 6(b) of the Securities Act, which provides that the fee shall be $0.0001159 multiplied by the maximum aggregate price
at which such securities are proposed to be offered.
|
||||||||||||||||
(4) Pursuant to the merger agreement, dated as of November 17, 2016 (the "Arbor Merger Agreement") by and among Acxiom Corporation ("Acxiom," or the "Registrant"), Dojo Merger Sub, Inc. and Arbor Technologies, Inc., upon the closing of the transaction contemplated by the Arbor Merger Agreement on November 21, 2016 (the "Arbor Merger"), the Registrant assumed the terms of outstanding stock options under the Pippio Plan, subject to appropriate adjustments to the number of shares and the exercise price of each such option, resulting in stock options to purchase 285,339 shares of the Registrant's common stock assumed under the Pippio Plan. In addition, in connection with the Arbor Merger, the Registrant assumed the outstanding share reserves under the Pippio Plan, and adopted the Arbor Plan for the purposes of issuing awards in respect of such assumed share reserves, resulting in 232,664 shares of the Registrant's common stock assumed under the Arbor Plan.
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||||||||||||||||
(5) Pursuant to the merger agreement, dated as of November 17, 2016 (the "Circulate.com Merger Agreement") by and among the Registrant, Echo Acquisition Sub, Inc., Circulate.com, Inc. and Fortis Advisors LLC, as Stockholder Representative, upon the closing of the transaction contemplated by the Circulate.com Merger Agreement on November 29, 2016 (the "Circulate.com Merger"), the Registrant assumed the terms of outstanding stock options under the Circulate 2009 Plan, subject to appropriate adjustments to the number of shares and the exercise price of each such option, resulting in stock options to purchase 73,951 shares of the Registrant's common stock assumed under the Circulate 2009 Plan. In addition, in connection with the Circulate Merger, the Registrant assumed the outstanding share reserves under the Circulate 2009 Plan, and adopted the Circulate 2016 Plan for the purposes of issuing awards in respect of such assumed share reserves, resulting in 96,212 shares of the Registrant's common stock assumed under the Circulate 2016 Plan.
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||||||||||||||||
(6) Estimated in accordance with paragraph (c) of Rule 457 of the Securities Act, solely for the purpose of calculating the registration fee based upon $25.44, the average of the high and low prices of the Common Stock on December 2, 2016, as reported on the Nasdaq Global Select Market.
|
·
|
Acxiom's Annual Report on Form 10-K for the fiscal year ended March 31, 2016, filed with the Commission on May 27, 2016.
|
|
·
|
Acxiom's quarterly reports on Form 10-Q for the period ended June 30, 2016, filed with the Commission on August 5, 2016, and the period ended September 30, 2016, filed with the Commission on November 8, 2016.
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|
·
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Acxiom's current reports on Form 8-K, filed with the Commission on August 4, 2016, August 15, 2016 and November 23, 2016.
|
|
·
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The description of Acxiom's common stock contained in its registration statement on Form 8-A of CCX Network, Inc. (now known as Acxiom) dated February 4, 1985, and any amendment or report filed with the Commission for the purpose of updating such description.
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·
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for any breach of the director's duty of loyalty to the corporation or its stockholders;
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·
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for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
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·
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pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions); or
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·
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for any transaction from which the director derived an improper personal benefit.
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Incorporated by Reference
|
||||||||
Exhibit
Number
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Exhibit Description
|
Form
|
Filing Date/
Period
End Date
|
Filed
Herewith
|
||||
4.1
|
Amended and Restated Certificate of Incorporation of Acxiom Corporation
|
10-Q
|
6/30/1996
|
|||||
4.2
|
Amended and Restated Bylaws of Acxiom Corporation
|
8-K
|
8/20/2012
|
|||||
4.3
|
Specimen Common Stock Certificate
|
S-4
|
8/17/1998
|
|||||
5.1
|
Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
|
X
|
||||||
10.1
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Pippio, Inc. 2014 Equity Incentive Plan
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X
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||||||
10.2
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Arbor Equity Compensation Plan of Acxiom Corporation
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X
|
||||||
10.3
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Solve Media, Inc. 2009 Stock Plan
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X
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||||||
10.4
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Circulate Equity Compensation Plan of Acxiom Corporation
|
X
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||||||
23.1
|
Consent of KPMG LLP, Independent Registered Public Accounting Firm.
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X
|
||||||
23.2
|
Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1).
|
X
|
||||||
24.1
|
Power of attorney (contained on signature pages of this registration statement)
|
X
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(a)
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The undersigned registrant hereby undertakes:
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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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(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 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to 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 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 of 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
|
||
By: /s/ Jerry C. Jones
Name: Jerry C. Jones
Title: Chief Ethics and Legal Officer, Executive Vice President
and Assistant Secretary
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Incorporated by Reference
|
||||||||
Exhibit
Number
|
Exhibit Description
|
Form
|
Filing Date/
Period
End Date
|
Filed
Herewith
|
||||
4.1
|
Amended and Restated Certificate of Incorporation of Acxiom Corporation
|
10-Q
|
6/30/1996
|
|||||
4.2
|
Amended and Restated Bylaws of Acxiom Corporation
|
8-K
|
8/20/2012
|
|||||
4.3
|
Specimen Common Stock Certificate
|
S-4
|
8/17/1998
|
|||||
5.1
|
Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
|
X
|
||||||
10.1
|
Pippio, Inc. 2014 Equity Incentive Plan
|
X
|
||||||
10.2
|
Arbor Equity Compensation Plan of Acxiom Corporation
|
X
|
||||||
10.3
|
Solve Media, Inc. 2009 Stock Plan
|
X
|
||||||
10.4
|
Circulate Equity Compensation Plan of Acxiom Corporation
|
X
|
||||||
23.1
|
Consent of KPMG LLP, Independent Registered Public Accounting Firm.
|
X
|
||||||
23.2
|
Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1).
|
X
|
||||||
24.1
|
Power of attorney (contained on signature pages of this registration statement)
|
X
|