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 21, 2017

 

ACXIOM CORPORATION

(Exact name of registrant as specified in its charter)

 

 

301 E. Dave Ward Drive

Conway, AR 72032

(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):

  

 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. ☐

 

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 September 21, 2017, the Company issued 53,488 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.

 

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

Financial Statements and Exhibits.

 

(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.

 

Date: September 21, 2017

 

EXHIBIT INDEX