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Form 8-K ACXIOM CORP For: Dec 21

December 21, 2016 5:28 PM EST

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)
December 21, 2016
 
ACXIOM CORPORATION
(Exact name of registrant as specified in its charter)
 
 
     
Delaware
0-13163
71-0581897
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
P.O. Box 8190
Little Rock, AR 72203-8190
(Address of principal executive offices, including zip code)
 
(501) 342-1000
(Registrant's 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):
   
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 Information.
 
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 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.

The shares of common stock of the Company issued pursuant to the Holdback Arrangement have been or will be issued pursuant to the Company's previously filed and effective Registration Statement on Form S-3 (File No. 333-215197), the base prospectus, dated December 20, 2016, filed as part of such Registration Statement, and the prospectus supplements thereunder, including the Prospectus Supplement No. 1, dated December 21, 2016, in each case as filed by the Company with the Securities and Exchange Commission.


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)

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.
 
     
 
 
ACXIOM CORPORATION
 
 
 
 
By:
 /s/ Jerry C. Jones
Date: December 21, 2016
 
Jerry C. Jones
Chief Ethics and Legal Officer, Executive Vice President
and Assistant Secretary
 
 

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)

Exhibit 5.1

December 21, 2016

Acxiom Corporation
P.O. Box 8190
Little Rock, AR 72203-1000

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 47,693 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"), pursuant 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 signatures, the authenticity of all documents submitted to me as originals, the conformity with the originals of all documents submitted to me as copies, the authenticity of the originals of such documents and the legal competence of all signatories to such documents.

I render this opinion only with respect to, and express no opinion herein concerning the application or effect of the laws of any state or jurisdiction other than, the Delaware General Corporation Law, which includes the statutory provisions thereof, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing, and the federal laws of the United States of America.

Based upon the foregoing, I am of the opinion that the Shares to be sold by the Selling Stockholders have been duly authorized and are validly issued, fully paid and nonassessable.

I consent to the use of this opinion as an exhibit to the Registration Statement, and I further consent to the use of my name wherever appearing in the Registration Statement, including the prospectus constituting a part thereof, and any amendment thereto. In giving my consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.


Very truly yours,

/s/ Jerry C. Jones            
Jerry C. Jones
Chief Ethics and Legal Officer,
Executive Vice President and Assistant Secretary


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