Current Report Filing (8-k)
23 July 2018 - 9:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
July 23, 2018
ACXIOM
CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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0-13163
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71-0581897
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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301 E. Dave Ward Drive
Conway, AR 72032
(Address
of principal executive offices, including zip code)
(501)
342-1000
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this
chapter).
Emerging growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ☐
Item 3.02
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Unregistered Sales of Equity Securities
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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 pursuant 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 July 23,
2018, the Company issued 29,299 shares of common stock of the Company in the aggregate to the Holders pursuant 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 pursuant to an exemption from registration provided by Section 4(a)(2) of the
Securities Act.
Item 8.01
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Other Information
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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. Pursuant 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
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Financial Statements and Exhibits
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(d) Exhibits
SIGNATURES
Pursuant 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.
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ACXIOM CORPORATION
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By:
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/s/ Jerry C. Jones
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Jerry C. Jones
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Chief Ethics and Legal Officer,
Executive Vice President
and Assistant Secretary
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Date: July 23, 2018
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