As filed with the Securities and Exchange Commission on October , 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Rentrak Corporation
(Exact name of registrant as specified in its charter)
OREGON 93-0780536
(State or otherjurisdiction of One Airport Center (I.R.S. Employer
incorporation or organization) 7700 N.E.Ambassador Place Identification Number)
Portland, OR 97220
(503) 284-7581
(Address of principal executive offices)
____________________
THE 1997 NON-OFFICER EMPLOYEE STOCK OPTION PLAN OF RENTRAK CORPORATION
(Full title of the plan)
____________________
F. KIM COX
Executive Vice President/Chief Financial Officer
Rentrak Corporation
One Airport Center
7700 N.E. Ambassador Place
Portland, OR 97220
(503) 284-7581
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Scott R. Haber, Esq.
Latham & Watkins
505 Montgomery Street, Suite 1900
San Francisco, California 94111
(415) 391-0600
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Proposed Proposed
Securities Amount Maximum Maximum
To Be To Be Offering Aggregate Amount of
Registered Registered Price Per Offering Registration
Share(1) Price(1) Fee
<S> <C> <C> <C> <C>
Common Stock
par value $0.001
per share 300,000 $5.219 $1,565,700 $474.43
shares
Preferred
Share Purchase
Rights(2) 300,000 (2) (2) (2)
shares
(1)Estimated solely for the purpose of computing the
registration fee, based on the average of the high and low
prices for the Common Stock as reported on the Nasdaq
National Market System on October 24, 1997.
(2)Rights are attached to and trade with Common Stock of Rentrak
Corporation. The value attributable to such Rights, if any,
is reflected in the market price of the Common Stock.
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Registration of Additional Securities
By a Registration Statement on Form S-8 filed with the
Securities and Exchange Commission (the "Commission") on June 5,
1997, Registration No. 333-28565 (the "Prior Registration
Statement"), Rentrak Corporation (the "Company") registered
200,000 shares of the Company's Common Stock, par value $.001 per
share (the "Common Stock"), reserved for issuance from time to
time in connection with The 1997 Non-Officer Employee Stock
Option Plan of Rentrak Corporation (the "Plan"). The Plan has
been amended and the number of shares of Common Stock issuable
thereunder has been increased to 500,000. Under this
Registration Statement, the Company is registering the additional
300,000 shares of Common Stock issuable under the Plan.
Item 3. Incorporation of Certain Documents by Reference
The following documents filed with the Commission by the
Company are hereby incorporated by reference in this Registration
Statement:
(a) The Company's Registration Statement on Form S-8
(Registration No. 333-28565) filed with the Commission
on June 5, 1997;
(b) The Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1997 (the "1997 Form 10-
K");
(c) The portions of the Company's Proxy Statement on
Schedule 14A dated June 25, 1997 that have been
incorporated by reference into the 1997 Form 10-K;
(d) The Company's Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 1997; and
(e) Description of the Company's Common Stock
contained in a Registration Statement on Form 8-A filed
with the Commission, including any amendment or report
filed for the purpose of updating such description.
Item 8. Exhibits
Exhibit No. Description
4.1 Amendment to The 1997 Non-Officer Employee
Stock Option Plan of Rentrak Corporation.
5.1 Opinion and Consent of Garvey, Schubert &
Barer.
23.1 Consent of Garvey, Schubert & Barer, Counsel
to Rentrak Corporation (included in opinion filed
as Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included on the signature page
of this Registration Statement).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Portland, State of Oregon, on the 28 day of October,
1997.
RENTRAK CORPORATION
By s/s F. Kim Cox
F. Kim Cox
Executive Vice President/ChiefFinancial Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears on the signature page to this Registration
Statement constitutes and appoints Ron Berger and F. Kim Cox, and
each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, and grants unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or each of them, or his substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated:
Signature Title Date
s/s Ron Berger President and Chief October 20, 1997
Ron Berger Executive Officer and
Chairman of the Board
s/s F. Kim Cox Executive Vice President/ October 20, 1997
F. Kim Cox Chief Financial Officer
s/s Peter Dal Bianco Director October 20, 1997
Peter Dal Bianco
s/s James Jimirro Director October 20, 1997
James Jimirro
s/s Bill LeVine Director October 20, 1997
Bill LeVine
s/s Muneaki Masuda Director October 20, 1997
Muneaki Masuda
s/s Stephen Roberts Director October 20, 1997
Stephen Roberts
s/s Herbert M. Fischer Director October 20, 1997
Herbert M. Fischer
EXHIBIT INDEX
Exhibit
Number Description
4.1 Amendment to The 1997 Non-Officer Employee
Stock Option Plan of Rentrak Corporation.
5.1 Opinion and Consent of Garvey, Schubert &
Barer.
23.1 Consent of Garvey, Schubert & Barer, Counsel
to Rentrak Corporation (included in opinion filed
as Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (included on the signature page
of this Registration Statement).
Exhibit 4.1
AMENDMENT TO
THE 1997 NON-OFFICER EMPLOYEE
STOCK OPTION PLAN OF
RENTRAK CORPORATION
THIS AMENDMENT (the "Amendment") to The 1997 Non-
Officer Employee Stock Option Plan of Rentrak Corporation (the
"Plan") is hereby adopted by Rentrak Corporation, an Oregon
corporation (the "Company").
1. Incorporation; Definitions. The terms and provisions of
this Amendment are incorporated by this reference in the Plan as
though fully set forth therein. Terms not otherwise described
herein shall have the meanings ascribed to them in the Plan.
2. Conflicts. In the event of any conflict between the terms
and provisions of this Amendment and those of the Plan, the terms
and provisions of this Amendment shall control.
3. Amendment.
a. Shares Subject to Plan. Section 2.1 of the Plan
is hereby amended to read in its entirety as follows:
2.1 Shares Subject to Plan. The shares of
stock subject to Options shall be the
Company's common stock, par value $.001 per
share. The aggregate number of such shares
which may be issued upon exercise of such
Options under the Plan shall not exceed five
hundred thousand (500,000).
4. No Other Change. Except as specifically modified in this
Amendment, all other provisions and terms of the Plan shall
remain unchanged and in full force and effect.
I hereby certify that the foregoing Amendment was duly
adopted by the Board of Directors of Rentrak Corporation on
August 11, 1997.
Executed on this 28th day of October, 1997.
s/s F. Kim Cox
F. Kim Cox
Secretary
October 29, 1997
Rentrak Corporation
One Airport Center
7700 N.E. Ambassador Place
Portland, OR 97220
Ladies and Gentlemen:
Reference is made to the registration statement on Form S-8
(the "Registration Statement") that you intend to file with the
Securities and Exchange Commission in connection with the
registration, under the Securities Act of 1933, as amended, of
300,000 shares of common stock (the "Shares") of Rentrak
Corporation (the "Company") issuable under the 1997 Non-Officer
Stock Option Plan of Rentrak Corporation (the "Plan").
We have reviewed those documents, corporate records, and
other instruments we deemed necessary for the purposes of this
opinion. As to matters of fact which have not been independently
established, we have relied upon representations of officers of
the Company.
Subject to the foregoing, it is our opinion that, under the
corporate laws of the State of Oregon, upon the exercise of
options granted under the Plan and the issuance and sale of the
Shares, each in the manner contemplated by the Plan, and subject
to the Company completing all action and proceedings required on
its part to be taken prior to the issuance of the Shares in
accordance with the terms of the Plan, including, without
limitation, collection of the required payment for the Shares,
the Shares will be validly issued, fully paid and nonassessable
securities of the Company.
This opinion is dated as of the date hereof.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to
this opinion under Item 5 in the Registration Statement.
Sincerely,
GARVEY, SCHUBERT & BARER
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of
our reports dated May 16, 1997, included in Rentrak
Corporation's Form 10-K for the year ended March 31, 1997.
ARTHUR ANDERSEN LLP
Portland, Oregon,
October 27, 1997
