0001193125-18-015270.txt : 20180122 0001193125-18-015270.hdr.sgml : 20180122 20180122070708 ACCESSION NUMBER: 0001193125-18-015270 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180122 DATE AS OF CHANGE: 20180122 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: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-215626 FILM NUMBER: 18538702 BUSINESS ADDRESS: STREET 1: 301 E. DAVE WARD DRIVE CITY: CONWAY STATE: AR ZIP: 72032 BUSINESS PHONE: 5012521000 MAIL ADDRESS: STREET 1: 301 E. DAVE WARD DRIVE CITY: CONWAY STATE: AR ZIP: 72032 FORMER COMPANY: FORMER CONFORMED NAME: CCX NETWORK INC DATE OF NAME CHANGE: 19880816 424B3 1 d527267d424b3.htm 424B3 424B3

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-215626

PROSPECTUS SUPPLEMENT NO. 13 DATED JANUARY 22, 2018.

(To Prospectus filed on January 20, 2017)

ACXIOM CORPORATION

PROSPECTUS

Shares of Common Stock

This Prospectus Supplement No. 13 together, with the Prospectus listed above, is to be used by certain holders of the above-referenced securities or by their transferees, pledgees, donees or their successors in connection with the offer and re-sale of the shares of common stock specified above.

The table captioned “Calculation of Registration Fee” on the Cover Page of the Registration Statement is hereby amended to reflect the following additions and changes:

 

Title of Each Class of Securities to be Registered

   Amount To Be
Registered
     Proposed
Maximum
Offering
Price per
Share(1)
     Proposed
Maximum
Aggregate
Offering Price
     Amount of
Registration
Fee(2)
 

Common Stock, $0.10 par value per share (“Common Stock”)

     45,064      $ 28.12      $ 1,267,199.68      $ 157.77  

(1)    Estimated solely for the purpose of determining the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low prices as reported on the Nasdaq Global Select Market on January 19, 2018.

(2)    Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.

Our common stock is listed on the Nasdaq Global Select Market under the symbol “ACXM.” On January 19, 2018, the last reported sale price for our common stock on the Nasdaq Global Select Market was $28.32 per share.

 

Common stock offered by the selling stockholders

45,064 shares of common stock, par value $0.10 per share, in one or more offerings

Our authorized capital stock consists of 200,000,000 shares of common stock with a $0.10 par value per share, and 1,000,000 shares of preferred stock with a $1.00 par value per share, all of which shares of preferred stock are undesignated. As of January 18, 2018, there were 79,020,052 shares of common stock issued and outstanding, held of record by 1,850 stockholders, although we believe that there may be a significantly larger number of beneficial owners of our common stock. We derived the number of stockholders by reviewing the listing of outstanding common stock recorded by our transfer agent as of January 18, 2018.


Shares of common stock are being offered by this prospectus, all of which are being offered for resale for the account of the selling stockholders. The selling stockholders acquired these shares from us pursuant to our acquisition of Arbor. The selling stockholders may from time to time offer and sell pursuant to this prospectus and any prospectus supplement to this prospectus any or all of the shares of our common stock being registered in one or more offerings.

The following table sets forth information for the selling stockholders as of January 22, 2018. Beneficial ownership is determined in accordance with the SEC rules and includes securities that the selling stockholders have the right to acquire within 60 days after January 22, 2018. Except as otherwise indicated, we believe that the selling stockholders have sole voting and investment power with respect to all shares of the common stock shown as beneficially owned by them. In addition, except as otherwise indicated, all of the selling stockholders beneficially own less than 1% of our common stock outstanding. We plan to update this selling stockholder table on a monthly basis to reflect the number of shares issued to the selling stockholders pursuant to the Merger Agreement and Holdback Agreement described in this prospectus.

 

Name of Beneficial Owner

   Shares Beneficially
Owned Prior to the
Offering(1)(2)
     Number of Shares
Offered(3)
     Shares Beneficially
Owned After the
Offering(4)
 

David Yaffe

     16,899        236,088        0  

Nikhil Dixit

     11,266        157,394        0  

John Graettinger

     16,899        236,088        0  

Total

     45,064        629,570        0  

 

(1) The number of shares beneficially owned is determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended, and the information is not necessarily indicative of beneficial ownership for any other purpose.
(2) In addition to the shares beneficially owned by the selling stockholders listed in this table, each of the selling stockholders is entitled to receive on or about February 21, 2018 an undetermined number of shares of common stock in accordance with the terms of the Merger Agreement and the Holdback Agreement described in this prospectus.
(3) The number of shares offered includes shares offered prior to the beneficial ownership date and may have been resold previously pursuant to the registration statement of which this prospectus supplement is a part.
(4) The table assumes that the selling stockholders will sell all of their shares being offered pursuant to this prospectus. We are unable to determine the exact number of shares that will actually be sold pursuant to this prospectus.


RISK FACTORS

An investment in our common stock involves a high degree of risk. Prior to making a decision about investing in our common stock, you should carefully consider any specific factors discussed herein together with all of the other information appearing or incorporated by reference in this prospectus. You should also consider the risks, uncertainties and assumptions discussed under Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2017 and our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017, and our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, all of which are incorporated herein by reference, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations.