UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
December 17, 2004
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RENTRAK CORPORATION
(Exact name of registrant as specified in charter)
Oregon
(State or other jurisdiction of incorporation)
0-15159 93-0780536
(Commission File Number) (IRS Employer Identification No.)
One Airport Center
7700 N.E. Ambassador Place
Portland, Oregon 97220
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(503) 284-7581
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:
|_| 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On December 21, 2004, Rentrak Corporation (the "Company") completed
a privately negotiated, arm's-length sale of 308,200 shares of its common stock
to Mark Cuban for a purchase price of $9.00 per share, or total proceeds of
$2,773,800, pursuant to a Stock Purchase Agreement dated December 17, 2004 (the
"Agreement"). The Company intends to use the proceeds of the sale to fund
general working capital requirements, including development of its business
intelligence services.
The 308,200 shares were issued without registration pursuant to an
exemption available for transactions not involving a public offering under
Section 4(2) of the Securities Act of 1933 (the "Act"). Mr. Cuban is founder of
Broadcast.com and owner of the Dallas Mavericks, as well as a customer of and
supplier to the Company through companies that he controls. Mr. Cuban
represented that he is an accredited investor and is purchasing the shares for
his own account for investment only and not with a present view towards the
public sale or distribution of the shares, except pursuant to sales registered
under or exempted from registration under the Act. The Company did not incur any
commissions or fees to investment bankers or brokerage firms in connection with
the transaction.
In addition to the shares purchased directly from the Company, Mr.
Cuban purchased a total of 191,800 shares of Common Stock at a price of $9.00
per share pursuant to the Agreement from eight executive officers of the
Company: F. Kim Cox, President; Timothy J. Erwin, Vice President; Ron Giambra,
Senior Vice President; Marty G. Graham, Senior Vice President; Ken Papagan;
Executive Vice President; Christopher E. Roberts, Senior Vice President; Paul A.
Rosenbaum, Chairman and Chief Executive Officer; and Amir Yazdani; Executive
Vice President. The shares sold by the officers had been acquired by them
through open market transactions or through exercise of employee stock options
previously granted by the Company.
All the shares acquired by Mr. Cuban in the private transaction are
restricted securities subject to a one-year holding period under Rule 144
promulgated under the Act.
The Agreement includes provisions giving Mr. Cuban demand
registration rights after one year in the event that Rule 144 is not then
available with regard to resale of his shares, as well as indemnification
against loss in the event of a party's breach of his or its representations and
warranties.
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 thereunto duly authorized.
RENTRAK CORPORATION
Dated: December 21, 2004 By: /s/ Paul A. Rosenbaum
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Paul A. Rosenbaum
Chairman and Chief Executive Officer