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

January 28, 2016

Date of Report (Date of earliest event reported)

 

 

Rentrak Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Oregon   000-15159   93-0780536
(State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)

7700 NE Ambassador Place

Portland, Oregon 97220

(Address of principal executive offices)

503-284-7581

(Registrant’s telephone number, including area code)

 

 

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):

 

x 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)

 

¨ 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 2.01. Completion of Acquisition or Disposition of Assets.

On January 29, 2016, pursuant to the Agreement and Plan of Merger and Reorganization, dated as of September 29, 2015 (the “Merger Agreement”), by and among comScore, Inc., a Delaware corporation (“comScore”), Rum Acquisition Corporation, an Oregon corporation and a wholly owned subsidiary of comScore (“Merger Sub”), and Rentrak Corporation, an Oregon corporation (“Rentrak”), Merger Sub merged with and into Rentrak (the “Merger”) with Rentrak surviving the Merger as a wholly owned subsidiary of comScore.

As a result of the Merger, each share of the common stock of Rentrak (the “Rentrak Common Stock”) that was outstanding immediately prior to the effective time of the Merger (the “Effective Time”) was converted into the right to receive 1.15 shares of the common stock of comScore (the “comScore Common Stock”). No fractional shares of comScore Common Stock will be issued in the Merger, and holders of shares of Rentrak Common Stock will receive cash in lieu of any such fractional shares.

The issuance of comScore Common Stock in connection with the Merger, as described above, was registered under the Securities Act of 1933, as amended, pursuant to comScore’s registration statement on Form S-4 (File No. 333-207714), filed with the Securities and Exchange Commission (the “SEC”) and declared effective on December 23, 2015 (the “Joint Proxy Statement/Prospectus”).

The foregoing description of the Merger and the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference. The information included in Item 5.01 is incorporated by reference herein.

 

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information provided in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Trading in shares of Rentrak Common Stock on the Nasdaq Global Market (“NASDAQ”) has been halted. As a consequence of the Merger, a Form 25 has been filed with the SEC on January 29, 2016 to request the removal of the Rentrak Common Stock from listing and registration on NASDAQ and from registration under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”). Rentrak intends to file with the SEC a Form 15 under the Exchange Act requesting the termination of the registration of Rentrak Common Stock under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Sections 13 and 15(d) of the Exchange Act.

 

Item 3.03. Material Modification of the Rights of Security Holders.

The information provided in Item 2.01 and in Item 3.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 5.01. Changes in Control of Registrant.

The information contained in Item 2.01 is incorporated herein by reference.

As a consequence of the Merger, a change in control of Rentrak occurred and Rentrak became a wholly owned subsidiary of comScore.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of the Effective Time, the directors of Merger Sub became the directors of Rentrak, and all of the former members of Rentrak’s Board of Directors ceased to be directors of the Company. This change was not a result of any disagreements between the Company and the directors on any matter relating to the Company’s operations, policies or practices.


Also effective as of the Effective Time, the officers of Merger Sub became the officers of Rentrak, and all of the former officers Rentrak ceased to be officers of Rentrak. This change was not a result of any disagreements between Rentrak and the officers on any matter relating to Rentrak’s operations, policies or practices.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 29, 2016, in connection with the Merger, the Restated Articles of Incorporation of the Company and the Restated Bylaws of Rentrak were each amended in their entirety and as so amended became the Amended and Restated Articles of Incorporation of Rentrak and the Amended and Restated Bylaws of Rentrak.

Copies of the Amended and Restated Articles of Incorporation of Rentrak and the Amended and Restated Bylaws of Rentrak are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

 

Item 5.07. Submission of Matters to a Vote of Security Holders

On January 28, 2016, Rentrak held a special meeting of shareholders (the “Special Meeting”) to adopt the Merger Agreement and approve the transactions contemplated thereby. The proposals submitted to Rentrak shareholders at the Special Meeting were: (1) adoption of the Merger Agreement and approve the transactions contemplated by the Merger Agreement (the “Merger Proposal”); (2) approval on an advisory (non-binding) basis the compensation that may be paid or become payable to Rentrak’s named executive officers and that is based on or otherwise relates to the Merger Agreement and the transactions contemplated thereby (the “Advisory Compensation Proposal”) and (3) approval of the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the Merger Agreement and approve the transactions contemplated by the Merger Agreement (“Adjournment Proposal”).

The Merger Proposal, Advisory Compensation Proposal and Adjournment Proposal are described in detail in the Joint Proxy Statement/Prospectus.

The shareholders voted to approve the Merger Proposal, the Advisory Compensation Proposal and the Adjournment Proposal. The voting results for each of the Merger Proposal, Advisory Compensation Proposal and Adjournment Proposal, including the number of votes cast for, against or withheld, and the number of abstentions and non-votes are set forth below.

Merger Proposal

 

For     Against     Abstain     Non-Votes
  12,256,454        12,693        265,178     

Advisory Compensation Proposal

 

For     Against     Abstain     Non-Votes
  8,151,709        4,113,552        269,064     

Adjournment Proposal

 

For     Against     Abstain     Non-Votes
  11,582,400        653,942        297,983     


Item 8.01. Other Events.

On February 1, 2016, comScore and Rentrak issued a joint press release announcing the consummation of the Merger. A copy of the joint press release is filed herewith as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Description

  2.1    Agreement and Plan of Merger and Reorganization, dated as of September 29, 2015, by and among comScore, Inc., a Delaware corporation, Rum Acquisition Corporation, a wholly owned subsidiary of comScore, Inc. and an Oregon corporation, and Rentrak Corporation, an Oregon corporation (incorporated herein by reference to the corresponding exhibit to Rentrak’s Current Report on Form 8-K filed with the SEC on September 30, 2015).
  3.1    Amended and Restated Articles of Incorporation of Rentrak Corporation.
  3.2    Amended and Restated Bylaws of Rentrak Corporation.
99.1    Joint Press Release issued by comScore, Inc. and Rentrak Corporation dated February 1, 2016.


EXHIBIT INDEX

 

Exhibit

  

Description

  2.1    Agreement and Plan of Merger and Reorganization, dated as of September 29, 2015, by and among comScore, Inc., a Delaware corporation, Rum Acquisition Corporation, a wholly owned subsidiary of comScore, Inc. and an Oregon corporation, and Rentrak Corporation, an Oregon corporation (incorporated herein by reference to the corresponding exhibit to Rentrak’s Current Report on Form 8-K filed with the SEC on September 30, 2015).
  3.1    Amended and Restated Articles of Incorporation of Rentrak Corporation.
  3.2    Amended and Restated Bylaws of Rentrak Corporation.
99.1    Joint Press Release issued by comScore, Inc. and Rentrak Corporation dated February 1, 2016.


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: January 29, 2016     RENTRAK CORPORATION
  By:  

/s/ David I. Chemerow

   

Name: David I. Chemerow

Title: Chief Operating Officer, Chief Financial Officer and Secretary



Exhibit 3.1

Amended and Restated Articles of Incorporation

of

Rentrak Corporation

Pursuant to the provisions of the Oregon Business Corporation Act, these Amended and Restated Articles of Incorporation supersede the heretofore existing articles of incorporation for the Corporation and all amendments thereto.

Article I

The name of the Corporation is Rentrak Corporation.

Article II

The Corporation is authorized to issue 1,000 shares of Common Stock.

Article III

No director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for conduct as a director, provided that this Article shall not eliminate the liability of a director for any act or omission for which such elimination of liability is not permitted under the Oregon Business Corporation Act. No amendment to the Oregon Business Corporation Act that further limits the acts or omissions for which elimination of liability is permitted shall affect the liability of a director for any act or omission which occurs prior to the effective date of the amendment.

Article IV

The Corporation shall indemnify to the fullest extent not prohibited by law any current or former director of the Corporation who is made, or threatened to be made, a party to an action, suit or proceeding, whether civil, criminal, administrative, investigative or other (including an action, suit or proceeding by or in the right of the Corporation), by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation or a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 with respect to any employee benefit plan of the Corporation, or serves or served at the request of the Corporation as a director, officer, employee or agent, or as a fiduciary of an employee benefit plan, of another corporation, partnership, joint venture, trust or other enterprise. The Corporation shall pay for or reimburse the reasonable expenses incurred by any such current or former director in any such proceeding in advance of the final disposition of the proceeding if the person sets forth in writing (i) the person’s good faith belief that the person is entitled to indemnification under this Article and (ii) the person’s agreement to repay all advances if it is ultimately determined that the person is not entitled to indemnification under this Article. No amendment to this Article that limits the Corporation’s obligation to indemnify any person shall have any effect on such obligation for any act or omission that occurs prior to the later of the effective date of the amendment or the date notice of the amendment is given to the person. This Article shall not be deemed exclusive of any other provisions for indemnification or advancement of expenses of directors, officers, employees, agents and fiduciaries that may be included in any statute, bylaw, agreement, general or specific action of the Board of Directors, vote of shareholders or other document or arrangement.


Article V

Action required or permitted by the Oregon Business Corporation Act or these Articles to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by shareholders having not less than the minimum number of votes that would be necessary to take such action at a meeting at which all shareholders entitled to vote on the action were present and voted.



Exhibit 3.2

AMENDED AND RESTATED

BYLAWS

OF

RENTRAK CORPORATION

ARTICLE I

SHAREHOLDERS MEETINGS

1.1 Annual Meeting. The annual meeting of the shareholders shall be held on the second Tuesday of May, unless a different date or time is fixed by the Board of Directors and stated in the notice of the meeting.

1.2 Special Meetings. Special meetings of the shareholders, for any purposes, unless otherwise prescribed by statute, may be called by the President or the Board of Directors.

1.3 Place of Meetings. Meetings of the shareholders shall be held at any place in or out of Oregon designated by the Board of Directors.

1.4 Meeting by Telephone Conference. Shareholders may participate in an annual or special meeting by, or conduct the meeting through, use of any means of communications by which all shareholders participating may simultaneously hear each other during the meeting, except that no meeting for which a written notice is sent to shareholders may be conducted by this means unless the notice states that participation in this manner is permitted and describes how any shareholder desiring to participate in this manner may notify the Corporation.

ARTICLE II

BOARD OF DIRECTORS

2.1 Number and Term. The number of directors of the Corporation shall be at least one and no more than seven. Within this range, the initial number of directors shall be two, and the number of directors shall otherwise be determined from time to time by the Board of Directors.

2.2 Regular Meetings. A regular meeting of the Board of Directors shall be held without notice other than this Bylaw immediately after, and at the same place as, the annual meeting of shareholders.


2.3 Special Meetings. Special meetings of the Board of Directors may be called by the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place in or out of Oregon as the place for holding any special meeting of the Board of Directors called by them.

2.4 Notice. Notice of the date, time and place of any special meeting of the Board of Directors shall be given at least 24 hours prior to the meeting by notice communicated in person, by telephone, telegraph, teletype, other form of wire or wireless communication, mail or private carrier. If written, notice shall be effective at the earliest of (a) when received, (b) three days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed, or (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested and the receipt is signed by or on behalf of the addressee. Notice by all other means shall be deemed effective when received by or on behalf of the director.

ARTICLE III

OFFICERS

3.1 Appointment. The Board of Directors at its first meeting following its election each year shall appoint a President and a Secretary. The Board of Directors or the President may appoint any other officers, assistant officers and agents. Any two or more offices may be held by the same person.

3.2 Compensation. The Corporation may pay its officers reasonable compensation for their services as fixed from time to time by the Board of Directors or by the President with respect to officers appointed by the President.

3.3 Term. The term of office of all officers commences upon their appointment and continues until their successors are appointed or until their resignation or removal.

3.4 Removal. Any officer or agent appointed by the Board of Directors or the President may be removed by the Board of Directors at any time with or without cause. Any officer or agent appointed by the President may be removed by the President at any time with or without cause.

3.5 President. Unless otherwise determined by the Board of Directors, the President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall be responsible for the general operation of the Corporation. The President shall have any other duties and responsibilities prescribed by the Board of Directors. Unless otherwise determined by the Board of Directors, the President shall have authority to vote any shares of stock owned by the Corporation and to delegate this authority to any other officer.

 

2


3.6 Vice Presidents. Each Vice President, if any, shall perform duties and responsibilities prescribed by the Board of Directors or the President. The Board of Directors or the President may confer a special title upon a Vice President.

3.7 Secretary. The Secretary shall record and keep the minutes of all meetings of the directors and shareholders in one or more books provided for that purpose and perform any duties prescribed by the Board of Directors or the President.

ARTICLE IV

ISSUANCE OF SHARES

4.1 Adequacy of Consideration. The authorization by the Board of Directors of the issuance of shares for stated consideration shall evidence a determination by the Board that such consideration is adequate.

4.2 Certificates for Shares. Certificates representing shares of the Corporation shall be signed, either manually or in facsimile, by two officers of the Corporation, at least one of whom shall be the President or a Vice President.

ARTICLE V

AMENDMENTS

These Bylaws may be amended or repealed and new Bylaws may be adopted by the Board of Directors or the shareholders of the Corporation.

Adopted: February 3, 2016

 

3



Exhibit 99.1

 

LOGO

 

FOR IMMEDIATE RELEASE    Contact:    Erin DeGiorgi
      comScore, Inc.
      (703) 234-2662
      press@comscore.com

comScore and Rentrak Complete Merger,

Creating the New Model for a Dynamic Cross-Platform World

 

 

Two longtime leaders in measurement innovation use massive data scale

to establish new currencies for understanding consumers’ multiscreen behavior

RESTON, VA, February 1, 2016 – comScore, Inc. (NASDAQ: SCOR) announced today the completion of its merger with Rentrak to create a new cross-platform measurement company built on a precise, innovation-led understanding of audiences, brands and consumer behavior at massive scale.

“This merger brings together two great entrepreneurial companies that invented their respective fields and their respective trusted currencies,” said Serge Matta, CEO of comScore. “Both have been driven to create innovative technology platforms that use massive data scale to measure increasingly fragmented consumer behavior. Together these two principal architects of the multiscreen future will deliver the cross-platform currencies that have been demanded for so long.”

Both companies have unmatched expertise in unifying billions of pieces of proprietary “census” data, encompassing digital, TV set-top box, movie screens and demographic information with the behavior of millions of individual consumers.

Together, the new company reports in more than 75 countries. In the United States, comScore will now be measuring behavior on more than 260 million desktop screens, 160 million mobile phone screens, 95 million tablet screens, 40 million television screens, 120 million video-on-demand screens, and 40,000 movie theater screens representing well over a hundred million movie-goers.

“The cross-platform world is changing rapidly and this change demands relentless inventiveness, agility, and collaborative intelligence,” added Matta. “These are qualities on which both companies have built their success. This proven ability to precisely measure extremely fragmented, dynamic audiences in dramatic, innovative ways — and to quickly report on it — has provided the insights that allow our clients to act with great competitive advantages.”

“The media industry can no longer be measured with samples in the thousands of households or individuals,” said Bill Livek, Vice Chairman & President of comScore. “The solutions our customers need must be based on unifying and making actionable massive amounts of information they can use as both a currency and to better manage their businesses. Our joint cultures have been living and breathing this mission from our companies’ inceptions.”

“When you come from the world of trillions of fragmented digital interactions, you understand the need for massive data and sophisticated technology. That’s why for 15 years we’ve invented measurement


systems based on these principles in anticipation of the evolving needs of our clients,” said Magid Abraham, comScore’s Chairman and Co-Founder. “We’re incredibly excited about where our innovations and insights will take our clients in this new trajectory.”

About comScore

comScore (NASDAQ: SCOR) is the cross-platform measurement company that precisely measures audiences, brands and consumer behavior everywhere. comScore completed its merger with Rentrak Corporation in January 2016 to create the new model for a dynamic, cross-platform world. Built on precision and innovation, our unmatched data footprint combines proprietary digital, TV and movie intelligence with vast demographic details to quantify consumers’ multiscreen behavior at massive scale. This approach helps media companies monetize their complete audiences and allows marketers to reach these audiences more effectively. With more than 3,200 clients and global footprint in more than 75 countries, comScore is delivering the future of measurement. For more information on comScore, please visit comscore.com.

Cautionary Statement

This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, expectations as to the development of new products, particularly in cross-media measurement; and expectations regarding the strategic and financial benefits of comScore’s acquisition of Rentrak Corporation. These statements involve risks and uncertainties that could cause comScore’s actual results to differ materially, including, but not limited to: comScore’s ability to develop new products, particularly in cross-media measurement; comScore’s ability to integrate Rentrak’s business with its own; and comScore’s ability to sell new or additional products and attract new customers.

For a detailed discussion of these and other risk factors, please refer to comScore’s Annual Report on Form 10-K for the year ended December 31, 2014 and Quarterly Report on Form 10-Q for the three months ended September 30, 2015 and other filings comScore makes from time to time with the Securities and Exchange Commission (the “SEC”), which are available on the SEC’s Web site (http://www.sec.gov).

Stockholders of comScore are cautioned not to place undue reliance on its forward-looking statements, which speak only as of the date such statements are made. comScore does not undertake any obligation to publicly update any forward-looking statements to reflect events, circumstances or new information after the date of this press release, or to reflect the occurrence of unanticipated events.

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