UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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)
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Oregon |
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000-15159 |
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93-0780536 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
7700 NE Ambassador Place
Portland, Oregon 97220
(Address of Principal Executive Offices and Zip Code)
503-284-7581
(Registrants telephone number, including area code)
N/A
(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:
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) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On January 28, 2016, Rentrak Corporation (the Company) issued a press
release announcing that, at the Special Meeting of Shareholders of the Company held on January 28, 2016 (the Special Meeting), the shareholders of the Company voted to (1) adopt the Agreement and Plan of Merger and
Reorganization, dated as of September 29, 2015, by and among the Company, comScore, Inc. and Rum Acquisition Corporation (the Merger Agreement), and approve the transactions contemplated by the Merger Agreement; (2) approve on
an advisory (non-binding) basis the compensation that may be paid or become payable to the Companys named executive officers and that is based on or otherwise relates to the Merger Agreement and merger contemplated thereby; (3) approve
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; and (4) to
transact such other business as may properly come before the Special Meeting. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. The Company intends to provide disclosure under
Item 5.07 of Form 8-K regarding the submission of the above-described matters to a vote of its shareholders in a subsequent Current Report on Form 8-K.
The information in the Exhibit attached hereto is furnished and shall not be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are furnished herewith and this list is intended to constitute the exhibit index:
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99.1 |
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Press release dated January 28, 2016 announcing the results of the Special Meeting of Shareholders of Rentrak Corporation. |
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 28, 2016
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RENTRAK CORPORATION |
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By: |
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/s/ David I. Chemerow |
Name: |
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David I. Chemerow |
Title: |
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Chief Operating Officer, Chief Financial Officer and Secretary |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Press release dated January 28, 2016 announcing the results of the Special Meeting of Shareholders of Rentrak Corporation. |
Exhibit 99.1
Contact: Erin DeGiorgi
comScore, Inc.
(703) 234-2662
press@comscore.com
Laurie Berman
Pondel Wilkinson on Behalf of Rentrak Corporation
(310) 279-5962
lberman@pondel.com
comScore-Rentrak Merger Approved by Shareholders
Closing Expected by Close of Business January 29; Will Move comScore into S&P MidCap 400 Index
RESTON, VA and PORTLAND, OR (JANUARY 28, 2016) comScore, Inc. (NASDAQ: SCOR) and Rentrak Corporation (NASDAQ: RENT) today announced that in
separate special meetings of comScore and Rentrak shareholders, comScore shareholders voted to approve the issuance of shares of comScore common stock in connection with the merger, and Rentrak shareholders voted to approve the merger.
At closing, which is expected by close of business Friday, January 29th, Rentrak will become a
wholly owned subsidiary of comScore. Also after the close of trading on Friday, January 29th, comScore will join the S&P MidCap 400 Index, moving from the S&P SmallCap 600
Index.
About comScore
Founded in 1999 and
headquartered in Reston, Virginia, comScore, Inc. (NASDAQ: SCOR) is a global media measurement and analytics company that makes audiences and advertising more valuable across all the screens that matter. comScore helps media buyers and sellers
understand and make decisions based on how consumers use different media, such as TV, video, mobile, desktop and more. Through its products and partnerships, comScore helps its more than 2,500 clients understand their audiences, know if their
advertising is working, and access data where they want and need it. For more information about comScore, please visit www.comScore.com.
About Rentrak
Rentrak (NASDAQ: RENT) is the entertainment and marketing industries premier provider of worldwide consumer viewership information,
precisely measuring actual
viewing behavior of movies and TV everywhere. Using our proprietary intelligence and technology, combined with Advanced Demographics, only Rentrak is the census currency for VOD and
movies. Rentrak provides the stable and robust audience measurement services that movie, television and advertising professionals across the globe have come to rely on to better deliver their business goals and more precisely target advertising
across numerous platforms including box office, multiscreen television and home video. For more information on Rentrak, please visit www.rentrak.com.
Forward-Looking Statements
This communication
contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including with respect to the anticipated timing and completion of the proposed merger between
comScore and Rentrak, and comScores expected market capitalization post-merger. These statements are based on managements current expectations and beliefs, and are subject to a number of factors and uncertainties that could cause actual
results to differ materially from those described in the forward-looking statements. These forward-looking statements include statements about timing and effects of the pending transaction. Forward-looking statements may contain words such as
will be, will, expected, anticipate, continue, or similar expressions, and include the assumptions that underlie such statements. The following factors, among others, could cause actual
results to differ materially from those described in the forward-looking statements: the challenges and costs of closing; the ability to retain key employees, customers and suppliers; and other factors, including those set forth in the most current
Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K reports filed by comScore and Rentrak with the SEC. All forward-looking statements are based on managements estimates, projections and assumptions as of
the date hereof, and comScore and Rentrak are under no obligation (and expressly disclaim any such obligation) to update or revise their forward-looking statements whether as a result of new information, future events, or otherwise.
No Offer or Solicitation
This communication does
not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed merger or otherwise. No offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Additional Information and Where to Find It
In connection with the proposed merger, comScore has filed a registration statement on Form S-4, which was declared effective on December 23, 2015 and
includes a prospectus and related materials to register the shares of comScore common stock to be issued in the merger, a joint proxy statement/prospectus of comScore and Rentrak, and other documents concerning the proposed merger, with the SEC. The
registration statement and joint proxy statement/prospectus contain important information about the proposed merger and related matters. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED, OR TO BE FILED, WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT COMSCORE, RENTRAK,
AND THE PROPOSED MERGER. Investors and security holders will be able to obtain free copies of the registration statement and the joint proxy statement/prospectus and any other documents filed by comScore and Rentrak with the SEC at the SECs
website at www.sec.gov. They may also be obtained for free by contacting comScore Investor Relations by mail at comScore, Inc., 11950 Democracy Drive, Suite 600, Reston, Virginia 20190, Attention: Investor Relations, by telephone at
(703) 438-2100, or by going to comScores Investor Relations page at http://ir.comscore.com/contactus.cfm, or by contacting Rentrak Investor Relations by mail at Rentrak Corporation, 7700 N.E. Ambassador Place, Portland, Oregon
97220, Attention: Investor Relations, by telephone at (503) 284-7581, or by going to Rentraks Investor Relations page at http://investor.rentrak.com. The contents of the websites referenced above are not deemed to be incorporated
by reference into the registration statement or the joint proxy statement/prospectus.
Participants in the Solicitation
Each of Rentrak and comScore and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from their
respective shareholders with respect to the transactions contemplated by the merger agreement. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of comScore or Rentrak security holders
in connection with the proposed merger is set forth in the registration statement and the joint proxy statement/prospectus that has been filed with the SEC. Information regarding Rentraks executive officers and directors is included in
Rentraks Proxy Statement for its 2015 Annual Meeting of Shareholders, filed with the SEC on July 9, 2015, and information regarding comScores executive officers and directors is included in comScores Proxy Statement for its
2015 Annual Meeting of Shareholders, filed with the SEC on June 8, 2015. Copies of the foregoing documents may be obtained as provided above. Certain executive officers and directors of comScore and Rentrak have interests in the transaction
that may differ from the interests of comScore and Rentrak shareholders generally. These interests are described in the joint proxy statement/prospectus.
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