Current Report Filing (8-k)
September 21 2018 - 6:41AM
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)
September 21, 2018
ACXIOM
HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-38669
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83-1269307
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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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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 and the predecessor of the Registrant (Acxiom Corporation is referred to
herein as 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, 2018, the Registrant issued
25,389 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.
On September 20, 2018, as a result of a
holding company merger, the Registrant adopted the Companys obligations, including these Holdback Arrangements. Pursuant to Rule 414 promulgated under the Securities Act of 1933, as amended, the Registrant is the successor registrant to the
Company.
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 HOLDINGS, INC.
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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: September 21, 2018
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