Delaware
(State or other jurisdiction of
incorporation or organization)
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71-0581897
(I.R.S. Employer Identification Number)
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Jerry C. Jones, Esq.
Chief Ethics and Legal Officer,
Executive Vice President and Assistant Secretary
Acxiom Corporation
P.O. Box 8190 Little Rock, AR 72203-8190
(501) 342-1000
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Robert D. Sanchez, Esq.
Michael C. Labriola, Esq.
Wilson Sonsini Goodrich & Rosati,
Professional Corporation
1700 K Street, NW
Fifth Floor
Washington, DC 20006
(202) 973-8800
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Title of Each Class of Securities to be Registered
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Amount To Be Registered
(1)
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Proposed
Maximum Offering Price per Share (1) |
Proposed
Maximum Aggregate Offering Price (1) |
Amount of
Registration Fee (2) |
Common Stock, $0.10 par value per share ("Common Stock")
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(1) | Omitted pursuant to Form S-3 General Instruction II.E. An indeterminate aggregate initial offering price and number of the securities of each identified class is being registered as may from time to time be offered at indeterminate prices or issued from time to time upon conversion, exercise or exchange of securities registered hereby. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. |
(2) | In accordance with Rules 456(b) and 457(r), the registrant is deferring payment of all registration fees. |
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About This Prospectus
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2
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Forward Looking Statements
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3
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Prospectus Summary
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4
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Risk Factors
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Use of Proceeds
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Dividend Policy
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Description of Capital Stock
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9
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Selling Stockholders
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13
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Plan of Distribution
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14
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Legal Matters
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17
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Experts | 17 | |
Where You Can Find More Information
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17
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Information Incorporated by Reference
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18
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Common stock offered by the selling stockholders | shares of common stock, par value $0.10 per share, in one or more offerings. |
Use of proceeds | All of the shares of common stock being offered are being sold by the selling stockholders. We will not receive any of the proceeds from the sale of the shares of our common stock being offered by the selling stockholders. |
Nasdaq Symbol for Our Common Stock | Our common stock trades on The Nasdaq Global Select Market under the symbol "ACXM." |
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restricting dividends on the common stock;
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diluting the voting power of the common stock;
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impairing the liquidation rights of the common stock; or
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delaying or preventing changes in control or management of our company.
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acquisition of us by means of a tender offer;
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acquisition of us by means of a proxy contest or otherwise; or
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removal of our incumbent officers and directors.
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before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
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upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
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on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66-
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3
% of the outstanding voting stock that is not owned by the interested stockholder.
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any merger or consolidation involving the corporation and the interested stockholder;
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any sale, lease, exchange, mortgage, transfer, pledge or other disposition of 10% or more of either the assets or outstanding stock of the corporation involving the interested stockholder;
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subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
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any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or
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the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits by or through the corporation.
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any merger or consolidation of our company or any majority-owned subsidiary with (a) any interested stockholder or (b) any other person (whether or not itself an interested stockholder) that is, or after such merger or consolidation would be, an affiliate of an interested stockholder;
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any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any interested stockholder of any assets of our company or of any majority-owned subsidiary which have an aggregate fair market value of $10 million or more;
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the issuance or transfer by us or by any majority-owned subsidiary (in one transaction or series of transactions) of any of our securities or the securities of any majority-owned subsidiary to an interested stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate fair market value of $10 million or more;
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the adoption of any plan or proposal for the liquidation or dissolution of our company proposed by or on behalf of any interested stockholder or any affiliate of any interested stockholder; or
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the adoption of any plan of share exchange between our company or any majority-owned subsidiary with any interested stockholder or any other person which is, or after such share exchange would be, an affiliate of any interested stockholder; or
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any reclassification of securities (including any reverse stock split) or recapitalization of our company or any merger or consolidation of our company with any of our majority-owned subsidiaries or any other transaction (whether or not with or into or otherwise involving an interested stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of our or any majority-owned subsidiary's equity securities that is directly or indirectly owned by any interested stockholder or any affiliate of any interested stockholder;
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requires approval by the affirmative vote of at least 80% of the voting power of the then outstanding shares of our capital stock entitled to vote, unless
(a) the business combination is approved by a majority of the disinterested directors or (b) certain specified minimum price criteria and procedural requirements that are intended to assure an adequate and fair price under the circumstances are satisfied.
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Name of Beneficial Owner
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Shares Beneficially Owned Prior to the Offering(1)
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Number of Shares Offered
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Shares Beneficially Owned After the Offering(2)
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David Yaffe
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Nikhil Dixit
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John Graettinger
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Total
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(1)
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The number of shares beneficially owned is determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the information is not necessarily indicative of beneficial ownership for any other purpose.
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(2)
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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.
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on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;
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in the over-the-counter market;
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in transactions otherwise than on these exchanges or systems or in the over-the-counter market;
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through the writing of options, whether such options are listed on an options exchange or otherwise;
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ordinary brokerage transactions and transactions in which the broker dealer solicits purchasers;
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block trades in which the broker dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
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purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
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an exchange distribution in accordance with the rules of the applicable exchange;
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privately negotiated transactions;
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through the settlement of short sales;
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broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
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a combination of any such methods of sale; and
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any other method permitted pursuant to applicable law.
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purchases of the shares of common stock by a broker-dealer as principal and resales of the shares of common stock by the broker-dealer for its account pursuant to this prospectus;
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ordinary brokerage transactions; or
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transactions in which the broker-dealer solicits purchasers on a best efforts basis.
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our Annual Report on Form 10-K for the period ended March 31, 2016, filed with the SEC on May 27, 2016;
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our Quarterly Report on Form 10-Q for the period ended June 30, 2016, filed with the SEC on August 5, 2016;
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our Quarterly Report on Form 10-Q for the period ended September 30, 2016, filed with the SEC on November 8, 2016;
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all other reports filed by us pursuant to Section 13(a) or 15(d) of the Exchange Act, since March 31, 2016 (except to the extent information contained in Current Reports on Form 8-K therein that is furnished and not filed); and
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the description of our Common Stock to be offered hereby is contained in our Registration Statement on Form 8-A filed with the SEC on January 29, 1998, including any further amendments or reports filed with the SEC for the purpose of updating such description.
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Securities and Exchange Commission registration fee
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$
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*
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Accounting fees and expenses
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Legal fees and expenses
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Printing expenses
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Transfer agent fees and expenses
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Miscellaneous
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Total
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$
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Deferred in accordance with Rule 456(b) and 457(r) of the Securities Act.
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These fees and expenses depend on the securities offered and the number of issuances, and accordingly cannot be estimated at this time.
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(a) | The undersigned registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(i) | If the registrant is relying on Rule 430B, |
(A) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(B) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided , however , that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to the effective date; or |
(ii) | If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however , that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding), is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. |
(d) | The undersigned registrant hereby undertakes that: |
(1) | For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
(2) | For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
Exhibit
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Exhibit Title
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4.1(1)
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Specimen Common Stock Certificate (Exhibit 4.1)
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4.2
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Acxiom Corporation Registration Rights Agreement, dated as of November 17, 2016
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5.1
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Opinion of Jerry C. Jones, Chief Ethics and Legal Officer, Executive Vice President and Assistant Secretary
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23.1
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Consent of KPMG LLP Independent Registered Public Accounting Firm
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23.2
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Consent of Jerry C. Jones, Chief Ethics and Legal Officer, Executive Vice President and Assistant Secretary (included in Exhibit 5.1)
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24.1
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Power of Attorney
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(1) | Incorporated by reference to the exhibit to the Company's Registration Statement on Form S-4 filed with the Commission on August 17, 1998, (No. 333-61639), and incorporated herein by reference. The number given in parentheses indicates the corresponding exhibit number in such Form 8-K. |
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Section 1 Definitions
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1
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1.1
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Certain Definitions. |
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1
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Section 2 Registration Rights
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3
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2.1
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Registration on Form S-3 |
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3
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2.2
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Expenses of Registration |
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4
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2.3
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Registration Procedures |
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5
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2.4
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Indemnification |
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6
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2.5
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Information by Holder |
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8
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2.6
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Rule 144 Reporting |
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8
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2.7
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Delay of Registration |
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8
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2.8
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Termination of Registration Rights |
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8
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Section 3 Miscellaneous
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9
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3.1
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Amendment |
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9
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3.2
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Notices |
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9
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3.3 | Governing Law | 10 | |||
3.4 | Successors and Assigns | 10 | |||
3.5 | Entire Agreement | 10 | |||
3.6 | Delays or Omissions | 10 | |||
3.7 | Severability | 10 | |||
3.8 | Titles and Subtitles | 10 | |||
3.9 | Counterparts | 10 | |||
3.10 | Telecopy Execution and Delivery | 10 | |||
3.11 | Jurisdiction; Venue | 11 | |||
3.12 | Further Assurances | 11 | |||
3.13 | 10b5-1 Plan | 11 | |||
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Re: | Registration Statement on Form S-3 |
Signed:
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/s/ John L. Battelle
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Name:
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JOHN L. BATTELLE, Director
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Signed:
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/s/ Timothy R. Cadogan
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Name:
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TIMOTHY R. CADOGAN, Director
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Signed:
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/s/ William T. Dillard II
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Name:
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WILLIAM T. DILLARD II, Director
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Signed:
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/s/ Richard P. Fox
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Name:
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RICHARD P. FOX, Director
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Signed:
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/s/ Jerry D. Gramaglia
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Name:
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JERRY D. GRAMAGLIA, Director
(Non-Executive Chairman of the Board)
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Signed:
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/s/ William J. Henderson
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Name:
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WILLIAM J. HENDERSON, Director
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Signed:
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/s/ Scott E. Howe
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Name:
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SCOTT E. HOWE, Director and Chief Executive Officer (principal executive officer)
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Signed:
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/s/ Clark M. Kokich
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Name:
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CLARK M. KOKICH, Director
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Signed: | /s/ Debora B. Tomlin | ||
Name: | DEBORA B. TOMLIN, Director | ||
Signed: | /s/ Warren C. Jenson | ||
Name: | WARREN C. JENSON, Chief Financial Officer, Executive Vice President & President-International Division (principal financial and accounting officer) |