ACXIOM CORPORATION (NASDAQ:ACXM) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities.
On November 21, 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 June 21, 2017, the Company issued 49,315 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 Section
4(a)(2) of the Securities Act.
Effective November 17, 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 January 20, 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 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit No. |
Description |
|
|
5.1 |
Opinion of Jerry C. Jones, Chief Ethics and Legal Officer, Executive Vice President and Assistant Secretary |
|
|
23.1 |
Consent of Jerry C. Jones, Chief Ethics and Legal Officer, Executive Vice President and Assistant Secretary (included in Exhibit 5.1) |
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
ACXIOM CORPORATION |
||
|
By: |
/s/ Jerry C. Jones
|
|
|
Jerry C. Jones Chief Ethics and Legal Officer, Executive Vice President and Assistant Secretary |
Date: June 21, 2017
EXHIBIT INDEX
|
Exhibit No. |
Description |
|
|
5.1 |
Opinion of Jerry C. Jones, Chief Ethics and Legal Officer, Executive Vice President and Assistant Secretary |
|
|
23.1 |
Consent of Jerry C. Jones, Chief Ethics and Legal Officer, Executive Vice President and Assistant Secretary (included in Exhibit 5.1) |
June 21, 2017
Acxiom Corporation
301 E. Dave Ward Drive
Conway, AR 72032
Re: |
Registration Statement on Form S-3 |
Ladies and Gentlemen:
I am acting as counsel to Acxiom Corporation, a Delaware
corporation (the “Company”) in connection with the registration
of 49,315 shares of the Company’s Common Stock, par value $0.10
per share (the “Shares”), all of which will be sold by certain
selling stockholders (the “Selling Stockholders”), to a
Registration Statement on Form S-3, as amended (the
“Registration Statement”), filed with the Securities and
Exchange Commission (the “Commission”) under the Securities Act
of 1933, as amended (the “Securities Act”) on the date first
set forth above.
In my capacity as counsel for the Company in connection with the
registration of the Shares, I have examined the Registration
Statement and originals or copies, certified or otherwise
identified to my satisfaction, of such documents, corporate
records, certificates of public officials and other instruments
as I have deemed necessary for the purposes of rendering this
opinion. In my examination, I have assumed the genuineness of all
About ACXIOM CORPORATION (NASDAQ:ACXM)
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.
