-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gtr+p6Q9WQBBhBHdzKiCW5H/+gOxsI4JGAyLJXVOR3TUOKOViJpOij6v6DGfx10D 2PyyaOGXkpP2bRQMukdwtQ== 0001193125-06-190183.txt : 20060913 0001193125-06-190183.hdr.sgml : 20060913 20060913164035 ACCESSION NUMBER: 0001193125-06-190183 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060913 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060913 DATE AS OF CHANGE: 20060913 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACXIOM CORP CENTRAL INDEX KEY: 0000733269 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 710581897 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13163 FILM NUMBER: 061088858 BUSINESS ADDRESS: STREET 1: 1 INFORMATION WAY STREET 2: P O BOX 8180 CITY: LITTLE ROCK STATE: AR ZIP: 72203-0180 BUSINESS PHONE: 5013421000 MAIL ADDRESS: STREET 1: 1 INFORMATION WAY STREET 2: PO BOX 8180 CITY: LITTLE ROCK STATE: AR ZIP: 72202-8180 FORMER COMPANY: FORMER CONFORMED NAME: CCX NETWORK INC DATE OF NAME CHANGE: 19880816 8-K 1 d8k.htm FORM 8-K Form 8-K

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): September 13, 2006

ACXIOM CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE

(State or Other Jurisdiction of Incorporation)

 

0-13163   71-0581897
(Commission File Number)   (IRS Employer Identification No.)

 

1 Information Way, P.O. Box 8180, Little Rock, Arkansas   72203-8180
(Address of Principal Executive Offices)   (Zip Code)

501-342-1000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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):

¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 8.01 Other Events.

On September 13, 2006, the Company issued a press release announcing the preliminary results of its modified “Dutch auction” self-tender offer, which expired at 5:00 p.m. New York City time, on Tuesday, September 12, 2006. Also, on September 13, 2006, the Company issued an additional press release providing the preliminary proration factor with respect to shares accepted for purchase at $25.75 per share and below, pursuant to the terms of the tender offer.

Copies of the press releases are furnished herewith as Exhibits 99.1 and 99.2 respectively and are incorporated by reference herein.

The information contained in the press releases shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.


 

Item 9.01 Financial Statements and Exhibits

(c)    Exhibits

The following exhibits are filed herewith:

 

Exhibit
Number
  

Description

99.1    Press Release of the Company dated September 13, 2006
99.2    Additional Press Release of the Company dated September 13, 2006


SIGNATURE

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.

Dated: September 13, 2006

ACXIOM CORPORATION

By: /s/ Jerry C. Jones                                    

Name: Jerry C. Jones

Title: Business Development/Legal Leader


EXHIBIT INDEX

 

Exhibit
Number
  

Description

99.1    Press Release of the Company dated September 13, 2006
99.2    Additional Press Release of the Company dated September 13, 2006
EX-99.1 2 dex991.htm PRESS RELEASE DATED 9/13/2006 Press Release dated 9/13/2006

Exhibit 99.1

For more information, contact:

Katharine Raymond

Investor Relations Coordinator

Acxiom Corporation

(501) 342-1321

EACXM

Acxiom Announces Preliminary Results of Self-Tender Offer

LITTLE ROCK, Ark. — September 13, 2006 — Acxiom® Corporation (Nasdaq: ACXM) today announced preliminary results of its modified “Dutch Auction” self-tender offer, which expired at 5:00 p.m. EDT Tuesday, September 12, 2006.

Based on the preliminary count by the depositary for the tender offer, an aggregate of 24,911,233 shares of Acxiom common stock were properly tendered and not withdrawn at or below a price of $27.00 per share, including 8,537,481 shares that were tendered through notice of guaranteed delivery. Based on these preliminary results the company expects to purchase 11,111,111 shares in the tender offer, subject to proration, at $25.75 per share. Pursuant to the terms of the tender offer, Acxiom offered to purchase shares of its common stock at a price not less than $25 and not greater than $27 per share.

The results announced today are preliminary and subject to verification by the depositary of the proper delivery of the shares validly tendered and not withdrawn. Final results will be announced following the completion of the verification process. Acxiom expects payment for the shares accepted for purchase and the return of all shares tendered and not accepted for purchase to occur within one week.

The repurchase of the shares is expected to be funded with proceeds from a new $800 million credit facility on or about September 15, 2006.

ValueAct Capital has advised Acxiom that neither ValueAct Capital nor any of its affiliates tendered any of its shares of Acxiom into the modified Dutch Auction.

The dealer managers for the self-tender offer are J.P. Morgan Securities Inc. and Stephens Inc. The information agent is Innisfree M&A Incorporated, and the depositary is Computershare Trust Company, N.A. Any questions about the self-tender offer may be directed to the information agent at 1-877-750-9457, or the dealer managers, J.P. Morgan Securities Inc. at 1-877-371-5947 or Stephens Inc. at 1-800-643-9691.

About Acxiom

Acxiom Corporation (Nasdaq: ACXM) integrates data, services and technology to create and deliver customer and information management solutions for many of the largest, most respected companies in the world. The core components of Acxiom’s innovative solutions are Customer Data Integration (CDI) technology, data, database services, IT outsourcing, consulting and analytics, and privacy leadership. Founded in 1969, Acxiom is headquartered in Little Rock, Arkansas, with locations throughout the United States and Europe, and in Australia and China.

EX-99.2 3 dex992.htm ADDITIONAL PRESS RELEASE Additional Press Release

Exhibit 99.2

For more information, contact:

Katharine Raymond

Investor Relations Coordinator

Acxiom Corporation

(501) 342-1321

EACXM

Acxiom Provides Preliminary Proration Information

on Self-Tender Offer

LITTLE ROCK, Ark. — September 13, 2006 — Acxiom® Corporation (Nasdaq: ACXM) today provided preliminary proration information with respect to its previously announced preliminary results of its modified “Dutch Auction” self-tender offer, which expired at 5:00 p.m. EDT Tuesday, September 12, 2006.

Acxiom had previously announced that based on the preliminary count by the depositary for the tender offer, an aggregate of 24,911,233 shares of Acxiom common stock were properly tendered and not withdrawn at or below a price of $27.00 per share, including 8,537,481 shares that were tendered through notice of guaranteed delivery. Based on these preliminary results the company expects to purchase 11,111,111 shares in the tender offer, subject to proration, at $25.75 per share. Acxiom has been informed by Computershare Trust Company, N.A., the depositary for the tender offer, that the preliminary proration factor for the shares tendered at $25.75 and below is approximately 97 percent. The exact proration factor is subject to delivery of the shares that were tendered through notice of guaranteed delivery.

The results announced today are preliminary and subject to verification by the depositary of the proper delivery of the shares validly tendered and not withdrawn. Final results will be announced following the completion of the verification process. Acxiom expects payment for the shares accepted for purchase to occur on or about September 15, 2006, and the return of all shares tendered and not accepted for purchase to occur within one week.

The dealer managers for the self-tender offer are J.P. Morgan Securities Inc. and Stephens Inc. The information agent is Innisfree M&A Incorporated, and the depositary is Computershare Trust Company, N.A. Any questions about the self-tender offer may be directed to the information agent at 1-877-750-9457, or the dealer managers, J.P. Morgan Securities Inc. at 1-877-371-5947 or Stephens Inc. at 1-800-643-9691.

About Acxiom

Acxiom Corporation (Nasdaq: ACXM) integrates data, services and technology to create and deliver customer and information management solutions for many of the largest, most respected companies in the world. The core components of Acxiom’s innovative solutions are Customer Data Integration (CDI) technology, data, database services, IT outsourcing, consulting and analytics, and privacy leadership. Founded in 1969, Acxiom is headquartered in Little Rock, Arkansas, with locations throughout the United States and Europe, and in Australia and China.

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