ACXIOM CORPORATION (NASDAQ:ACXM) Files An 8-K Unregistered Sales of Equity Securities

ACXIOM CORPORATION (NASDAQ:ACXM) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities.

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On November21, 2016, Acxiom Corporation, a Delaware corporation (the “Company”), consummated an acquisition of Arbor Technologies, Inc., a Delaware corporation (“Arbor”) (the “Arbor Merger”). Certain portions of the consideration for the Arbor Merger otherwise payable in respect of shares of restricted Arbor common stock held by certain key employees of Arbor (the “Holders”) are further subject to holdback by the Company (each a “Holdback Arrangement”). Such consideration held back to the Holdback Arrangements is to be settled in shares of common stock of the Company and is scheduled to vest over thirty (30)months post-closing, subject to the applicable key employee continuing to provide services to the Company through each vesting date and vesting acceleration upon a qualifying termination of employment.

On May21, 2018, the Company issued 45,597 shares of common stock of the Company in the aggregate to the Holders to a distribution under the Holdback Arrangement (the “Restricted Shares”). All of the Holders are “accredited investors” within the meaning of Rule 501 promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and such shares were issued to an exemption from registration provided by Section4(a)(2) of the Securities Act.

Item 3.02 Other Information.

Effective November17, 2016, the Company also entered into a rights agreement (the “Rights Agreement”) with the Holders. Under the Rights Agreement, the Company has undertaken to provide certain Securities Act registration rights on behalf of the Holders. to the Rights Agreement, the Company filed a Registration Statement on Form S-3 (File No.333-215626), including a base prospectus, with the Securities and Exchange Commission that was effective January20, 2017 (the “Registration Statement”). The Company is presently filing a prospectus supplement to include a subsequent resale by the Holders of the Restricted Shares in the Registration Statement. In connection with such registration, the Company attaches Exhibits 5.1 and 23.1 hereto, which shall be incorporated by reference to the Registration Statement.

Item 3.02 Financial Statements and Exhibits.

(d) Exhibits

EX-5.1 2 d581341dex51.htm EX-5.1 EX-5.1 Exhibit 5.1 May 21,…
To view the full exhibit click here


Acxiom Corporation (Acxiom) is a technology and enablement services company. The Company operates through three business segments: Marketing Services, Audience Solutions, and Connectivity. The Company’s Marketing Services segment helps clients to unify data at individual level. The Audience Solutions segment helps clients to validate the accuracy of their people-based data, enhance it with additional insight and keep it up to date, enabling clients to reach desired audiences with relevant messages. The Connectivity segment activates data and makes it portable across the open marketing ecosystem. The Company serves a global client base from locations in the United States, Europe and the Asia-Pacific region. The Company’s client base includes organizations in these regions across industry verticals, including financial, insurance and investment services, automotive, retail, telecommunications, healthcare, travel, entertainment, non-profit and government.

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