Tender Offer : Amd #3 and Exhibit Press Release
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 3)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
DIGITAL IMPACT, INC.
(Name of Subject Company (Issuer))
ADAM MERGER CORPORATION
a wholly-owned subsidiary of
ACXIOM CORPORATION
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
25385G 10 6
(CUSIP Number of Class of Securities)
Jerry C. Jones
Acxiom Corporation
#1 Information Way
P. O. Box 8180
Little Rock, Arkansas 72203
Telephone: (501) 342-1000
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of filing persons)
With a copy to:
John P. Fletcher, Esq.
Goodloe M. Partee, Esq.
Kutak Rock LLP
425 W. Capitol Avenue
Suite 1100
Little Rock, Arkansas 72201
Telephone: (501) 975-3000
CALCULATION OF FILING FEE
Transaction Valuation (1) Amount of Filing Fee (2)
------------------------- ------------------------
$151,330,102 $17,812
(1) Estimated for purposes of calculating the filing fee only. The transaction valuation assumes the purchase of 37,237,172
shares of common stock of Digital Impact, Inc. (based on shares outstanding as of March 23, 2005) at a purchase price of $3.50 per
share. The transaction value also includes the offer price of $3.50 per share multiplied by 6,000,000, the estimated number of
outstanding options to purchase shares of common stock of Digital Impact, Inc. with an exercise price of less than or equal to $3.50
per share.
(2) The amount of the filing fee is calculated in accordance with Regulation 240.0-11 of the Securities Exchange Act of 1934,
as amended, and equals 0.00011770 of the transaction valuation based on Fee Rate Advisory #6 for Fiscal Year 2005 issued by the
Securities and Exchange Commission on December 9, 2004.
|X| Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the
date of its filing.
Amount Previously Paid: $17,812 Filing Party: Acxiom Corporation
Form or Registration No.: Schedule TO-T Date Filed: April 1, 2005
|_| Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
|X| third-party tender offer subject to Rule 14d-1.
|_| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: |_|
AMENDMENT NO. 3 TO SCHEDULE TO
This Amendment No. 3 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule TO (the "Statement"),
originally filed with the Securities and Exchange Commission on April 1, 2005, and amended on April 12, 2005 and April 15, 2005, by
Adam Merger Corporation, a Delaware corporation (the "Purchaser") and wholly-owned subsidiary of Acxiom Corporation, a Delaware
corporation ("Acxiom"), and Acxiom, relating to a tender offer by the Purchaser to purchase all outstanding shares of common stock,
par value $0.001 per share, of Digital Impact, Inc., a Delaware corporation, including the associated preferred stock purchase
rights (together with the Common Stock, the "Shares"), for a purchase price of $3.50 per Share, net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 1, 2005 (as amended,
the "Offer"), and in the related Letter of Transmittal, copies of which are filed as Exhibit (a)(1)(A) and Exhibit (a)(1)(B) to the
Statement, respectively.
Item 8. Interest in Securities of the Subject Company
Item 11. Additional Information
Items 8 and 11 of the Schedule TO are hereby amended to include the following:
At 12:00 midnight, New York City time, on Thursday, April 28, 2005, the Offer expired. The depositary for the Offer,
EquiServe Trust Company, N.A., has advised Acxiom that, as of the expiration of the initial Offer period, 28,104,957 Shares,
representing approximately 72.62% of the outstanding Shares, were validly tendered and not withdrawn pursuant to the Offer. In
addition, notices of guaranteed delivery were received with respect to an additional 7,843,158 Shares, which, together with the
Shares validly tendered and not withdrawn pursuant to the Offer, represent approximately 92.9% of the outstanding Shares. All
validly tendered Shares have been accepted for purchase in accordance with the terms of the tender offer and payment will be made
promptly.
On April 29, 2005, Purchaser, commenced a subsequent offering period for all remaining untendered Shares. The subsequent
offering period will expire at 5:00 p.m., New York City time, on May 5, 2005. Purchaser will immediately accept all Shares properly
tendered, as they are tendered, during the subsequent offering period and will pay the tendering shareholders promptly after
acceptance. The same price offered in the original offer period of $3.50 per Share will be paid during the subsequent offering
period. The subsequent offer is on the same terms and subject to the same conditions set forth in the Offer to Purchase, dated April
1, 2005 and amended on April 12, 2005 and April 15, 2005, and the Letter of Transmittal enclosed therewith, except that Shares
tendered during the subsequent offering period may not be withdrawn.
On April 29, 2005 Acxiom issued a press release announcing the results of the Offer as of the expiration of the initial
Offer period and the commencement of a subsequent offer period until 5:00 p.m., New York City time, on May 5, 2005. The full text of
the press release is filed as Exhibit (a)(1)(J) hereto and is incorporated by reference herein.
Item 12. Exhibits
Item 12 of the Schedule TO is hereby amended and supplemented to include the following:
(a)(1)(J) Press Release issued by Acxiom Corporation on April 29, 2005.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct.
ADAM MERGER CORPORATION
By: /s/ Jerry C. Jones
-------------------------------------------------
Name: Jerry C. Jones
Title: Vice President/Assistant Secretary
ACXIOM CORPORATION
By: /s/ Jerry C. Jones
-------------------------------------------------
Name: Jerry C. Jones
Title: Business Development/Legal Leader
Exhibit Index
Exhibit No. Description
(a)(1)(A)* Offer to Purchase dated April 1, 2005
(a)(1)(B)* Letter of Transmittal
(a)(1)(C)* Notice of Guaranteed Delivery
(a)(1)(D)* Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(E)* Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(F)* Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9
(a)(1)(G) Press Release issued by Acxiom and the Company on March 28, 2005 (incorporated herein by reference to the
pre-commencement Schedule TO filed by Acxiom on March 28, 2005)
(a)(1)(H)* Summary Advertisement as published in The Wall Street Journal on April 1, 2005
(a)(1)(I)** Press Release issued by Acxiom on April 12, 2005
(a)(1)(J)+ Press Release issued by Acxiom on April 29, 2005
(b) Third Amended and Restated Credit Agreement dated as of March 24, 2005 among Acxiom Corporation, the lenders party
thereto and Program Chase Bank, N. A. (incorporated by reference to Exhibit 10.2 to Acxiom's Current Report on
Form 8-K dated March 29, 2005)
(d)(1) Agreement and Plan of Merger, dated March 25, 2005, among Acxiom, Purchaser and the Company (incorporated by
reference to Exhibit 10.1 to Acxiom's Current Report on Form 8-K dated March 29, 2005)
(d)(2)* Form of Stockholder Agreement, dated March 25, 2005, between Acxiom and certain stockholders of the Company
(d)(3)* Confidentiality Agreement, dated March 9, 2005, between Acxiom and the Company
(d)(4) Amendment No. 1 to Preferred Stock Rights Agreement dated as of March 24, 2005, by and between the Company and
Computershare Investor Services LLC. (incorporated herein by reference to Exhibit 4.3 to the Company's
Registration Statement on Form 8A/A dated March 28, 2005)
(d)(5)* Employment Agreement, dated March 25, 2005, between William Park and Acxiom
(d)(6)* Employment Agreement, dated March 25, 2005, between Gerardo Capiel and Acxiom
(d)(7)* Employment Agreement, dated March 25, 2005, between Kevin Johnson and Acxiom
(g) Not applicable
(h) Not applicable
* Incorporated herein by reference to the Schedule TO filed by Adam Merger Corporation and Acxiom Corporation on April 1, 2005.
** Incorporated by reference from Amendment No. 1 to the Schedule TO filed by Adam Merger Corporation and Acxiom Corporation on
April 12, 2005.
+ Filed herein
[ACXIOM® LOGO]
Exhibit (a)(1)(J)
Acxiom Financial Contact:
Robert S. Bloom
Financial Relations Leader
501.342.1321
Acxiom Media Contact:
Dale Ingram
501.252.4346
pr@acxiom.com
ACXIOM® ASSUMES CONTROL OF DIGITAL IMPACT;
ANNOUNCES SUBSEQUENT OFERING PERIOD
LITTLE ROCK, AR - April 29, 2005 - Acxiom Corporation (Nasdaq: ACXM) announced today the expiration of the initial offer
period for the offer to purchase all outstanding shares of common stock, par value $0.001 per share, of Digital Impact, Inc.
(Nasdaq: DIGI) for a purchase price of $3.50 per share, net to the seller in cash. The initial offer period expired at midnight, New
York City time, on April 28, 2005.
The depositary for the offer, EquiServe Trust Company, N.A., has advised Acxiom that, as of the expiration of the initial
offer period, 28,104,957 shares of common stock of Digital Impact, Inc., representing approximately 72.62% of the outstanding
shares, were validly tendered and not withdrawn pursuant to the offer. In addition, notices of guaranteed delivery were received
with respect to an additional 7,843,158 shares, which, together with the shares validly tendered and not withdrawn pursuant to the
offer, represent approximately 92.9% of the outstanding shares of Digital Impact, Inc. All validly tendered shares have been
accepted for purchase in accordance with the terms of the tender offer and payment will be made promptly.
Acxiom's wholly-owned subsidiary, Adam Merger Corporation, hereby commences a subsequent offering period for all remaining
untendered shares of Digital Impact, Inc. The subsequent offering period will expire at 5:00 p.m., New York City time, on May 5,
2005. Adam Merger Corporation will immediately accept all shares of common stock of Digital Impact, Inc. properly tendered, as they
are tendered, during the subsequent offering period and will pay the tendering shareholders promptly after acceptance. The same
price offered in the original offer period of $3.50 per share will be paid during the subsequent offering period. The subsequent
offer is on the same terms and subject to the same conditions set forth in the Offer to Purchase, dated April 1, 2005 and amended on
April 12, 2005 and April 15, 2005, and the Letter of Transmittal enclosed therewith, except that shares tendered during the
subsequent offering period may not be withdrawn.
Acxiom expects to complete the merger of Adam Merger Corporation into Digital Impact, Inc. after expiration of the
subsequent offering period. The subsequent offering period will permit all stockholders who did not tender shares in the initial
offering period to obtain the $3.50 per share offer price for their shares prior to consummation of the second-step merger.
Acxiom will immediately designate three representatives to serve on the board of directors of Digital Impact, Inc. to
replace Digital Impact board members who have resigned, giving Acxiom majority board representation. Two of the current board
members of Digital Impact, Inc. will remain on the board.
About Acxiom Corporation
Acxiom Corporation integrates data, services and technology to create and deliver customer and information management
solutions for many of the largest, most respected companies in the world. The core components of Acxiom's innovative solutions are
Customer Data Integration (CDI) technology, data, database services, IT outsourcing, consulting and analytics, and privacy
leadership. Founded in 1969, Acxiom is headquartered in Little Rock, Arkansas, with locations throughout the United States and
Europe, and in Australia and China. For more information, visit www.acxiom.com.
Acxiom is a registered trademark of Acxiom Corporation.
Important Information Regarding the Tender Offer
This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities of Digital Impact, Inc.
The tender offer is being made pursuant to a tender offer statement and related materials. Investors and security holders are
strongly advised to read both the tender offer statement and the solicitation/recommendation statement regarding the tender offer
referred to in this press release, because they contain important information. The tender offer statement by Acxiom was filed on
April 1, 2005 with the Securities and Exchange Commission (SEC) and amended on April 12, 2005 and April 15, 2005. The
solicitation/recommendation statement by Digital Impact was filed on April 1, 2005 with the SEC and amended on April 19, 2005 and
April 27, 2005. Investors and security holders may obtain a free copy of these statements and other documents filed by Acxiom and
Digital Impact at the SEC's Web site at www.sec.gov. The tender offer statement and related materials may be obtained for free by
directing such requests to The Proxy Advisory Group of Strategic Stock Surveillance, L.L.C., 331 Madison Avenue, 12th Floor, New
York, NY 10017, or by calling toll free (866) 657-8728.
DISCLAIMER: The information contained in this item was current as of the date of original publication, but may not still be current.
Some of the information may have been "forward-looking" based upon then current expectations, forecasts, and assumptions that
involved risks and uncertainties that could cause actual outcomes and results to differ materially. We disclaim any intention or
obligation to update or revise this information (including any forward-looking information), whether as a result of new information,
future events, or otherwise.