ACXIOM 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): March 24, 2005
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)
[X]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 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
On March 25, 2005, Acxiom Corporation, a Delaware corporation ("Acxiom"), Adam Merger Corporation, a Delaware
corporation and direct wholly-owned subsidiary of Acxiom ("Purchaser"), and Digital Impact, Inc., a Delaware corporation
("Digital Impact"), entered into an Agreement and Plan of Merger (the "Merger Agreement") under which Purchaser will acquire
all of the outstanding shares of common stock, par value $0.001 per share, of Digital Impact (the "Shares") for a purchase price
of $3.50 per share, net to the holders thereof, in cash. The Merger Agreement provides that, upon the terms and subject to
satisfaction or waiver of the conditions therein, Purchaser shall commence a cash tender offer for all of the Shares (the
"Acxiom Offer"), subject to a minimum condition that 50.1% of Digital Impact's stockholders tender into the Acxiom Offer,
followed by a merger. If the Acxiom Offer closes, holders of Shares not purchased in the Acxiom Offer will be entitled to
receive $3.50 per share in cash in the merger. The Merger Agreement provides that each of Digital Impact's directors and
executive officers will tender their Shares into the Acxiom Offer unless the Merger Agreement is terminated.
The Merger Agreement includes other customary offer conditions, including receipt of regulatory approvals,
continued accuracy of customary representations of Digital Impact, except as would not have a material adverse effect on
Digital Impact, and the absence of a material adverse effect with respect to Digital Impact. Under the terms of the Merger
Agreement, Digital Impact agrees not to solicit or support any alternative acquisition proposals, subject to customary
provisions relating to the ability of the Board of Directors of Digital Impact to continue to exercise their fiduciary duties,
and Digital Impact will be obligated to pay a termination fee of $5.25 million in certain customary circumstances.
The foregoing description of the Merger Agreement is qualified in its entirety by such agreement, a copy of
which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
The tender offer contemplated by the Merger Agreement for the outstanding shares of Digital Impact has not yet
commenced, and this filing is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender
offer will be made only through an Offer to Purchase and the related Letter of Transmittal. Acxiom urges investors and
security holders to read the following documents, when they become available, regarding the tender offer and acquisition
(described above), because they will contain important information:
• Acxiom's Tender Offer Statement on Schedule TO including the Offer to Purchase, Letter of Transmittal and
Notice of Guaranteed Delivery.
• Digital Impact's Solicitation Recommendation Statement on Schedule 14D-9.
These documents and amendments to these documents will be filed with the United States Securities and Exchange
Commission when the tender offer commences. When these and other documents are filed with the SEC, they may be obtained free
at the SEC's web site at http://www.sec.gov. Free copies of each of these documents (when available) can also be obtained from
the information agent for the offer, which will be announced.
Credit Agreement
As of March 24, 2005, Acxiom entered into a Third Amended and Restated Credit Agreement (the "Restated Credit
Agreement") with JPMorgan Chase Bank, N.A., as the agent, and other lenders party thereto. The Restated Credit Agreement
amends, restates and supercedes the Second Amended and Restated Credit Agreement dated as of February 5, 2003 among Acxiom,
JPMorgan Chase Bank, as the administrative agent, and other lenders party thereto.
Under the terms of the Restated Credit Agreement, the lenders commit to make revolving loans and to acquire
participations in letters of credit and swingline loans in an aggregate amount of $245,000,000. The commitments under the
Restated Credit Agreement expire, and all borrowings under such facilities mature, on March 31, 2010. The Restated Credit
Agreement is secured by the accounts receivable and certain proceeds thereof of Acxiom and its domestic subsidiaries. The
Restated Credit Agreement contains customary representations, warranties, affirmative and negative covenants, default and
acceleration provisions.
The foregoing descriptions of the Restated Credit Agreement is qualified in its entirety by such agreement, a copy of
which is attached hereto as Exhibit 10.2 and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure included under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this
Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
See Exhibit Index.
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: March 29, 2005
ACXIOM CORPORATION
By: /s/ Jerry C. Jones
____________________________________
Name: Jerry C. Jones
Title: Business Development/Legal Leader
EXHIBIT INDEX
Exhibit Description
Number
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10.1 Agreement and Plan of Merger dated as of March 25, 2005, by and among Acxiom Corporation, a Delaware
corporation, Adam Merger Corporation, a Delaware corporation and direct wholly-owned subsidiary of
Acxiom Corporation, and Digital Impact, Inc. a Delaware corporation.
10.2 Third Amended and Restated Credit Agreement dated as of March 24, 2005 among Acxiom Corporation, a
Delaware Corporation, the lenders party hereto and JPMorgan Chase Bank, N. A.