As filed with the Securities and Exchange Commission on August 28, 1998
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 other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
One Airport Center
7700 N.E. Ambassador Place
Portland, OR 97220
(503) 284-7581
(Address of principal executive offices)
The 1997 Equity Participation 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 1,100,000 shares $5.279 $5,806,980 $1,486.28
per share
Preferred Share
Purchase Rights(2) 1,000,000 rights (2) (2) (2)
</TABLE>
(1) Estimated solely for the purpose of computing the registration
fee pursuant to Rule 457(h). The Proposed Maximum Offering
Price Per Share is based upon (i) the $5.303 weighted average
exercise price per share of outstanding options for 950,000
shares, and (ii) for the remaining 150,000 shares, the average
of the high and low prices for the Common Stock as reported on
the Nasdaq National Market System on August 24, 1998.
(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
PART I
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual
Information
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed with the Commission by Rentrak
Corporation (the "Company" or the "Registrant") are incorporated
herein by reference:
(a) The Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998;
(b) The Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1998 (the "1998 Form 10-K");
(c) The portions of the Company's Proxy Statement on
Schedule 14A dated July 1, 1998 that have been
incorporated by reference into the 1998 Form 10-K; and
(d) 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.
All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
purposes hereof to the extent that a statement contained herein
(or in any other subsequently filed document which also is
incorporated by reference herein) modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed to constitute a part hereof except as so modified or
superseded.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Article VIII, Section 2 of the Company's Amended and Restated
Articles of Incorporation ("Article VIII") and Article 10 of the
Company's Restated Bylaws ("Article 10") require the Company to
indemnify officers, directors and employees to the fullest extent
authorized by the Oregon Business Corporation Act ("the Act").
The effect of these provisions is summarized below but the
description is qualified in its entirety by reference to the Act,
Article VIII and Article 10.
Indemnification is granted in respect to any action, suit or
proceeding (other than an action by or in the right of the
corporation) against all expense, liability and loss reasonably
incurred (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement), if the
indemnitee's conduct was in good faith, the indemnitee reasonably
believed that his conduct was in the best interests of the
Company, or at least not opposed to its best interests, and, with
respect to any criminal proceeding, the indemnitee had no
reasonable cause to believe his conduct was unlawful.
Indemnification is not permitted in connection with a proceeding
in which a person is adjudged liable on the basis that personal
benefit was improperly received, unless indemnification is
permitted by a court upon a finding that the person is fairly and
reasonably entitled to indemnification in view of all the relevant
circumstances.
In addition, indemnification is granted in respect to any
proceeding by or in the right of the Company against the expenses
(including attorneys' fees) actually and reasonably incurred if
the person acted in good faith and a manner reasonably believed to
be in, or not opposed to, the best interests of the Company. No
right of indemnity is granted if the person is adjudged liable to
the Company, unless permitted by the court.
Termination of a proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent is
not, of itself, determinative that the person did not meet the
standard of conduct described above. If wholly successful on the
merits of a proceeding, a person is entitled to indemnity as a
matter of right. Because the limits of indemnity under Oregon law
are not clearly defined, Article VIII and Article 10 may provide
indemnity broader than that described above.
Article VIII and Article 10 provide that the right of
indemnification is a contract right and include the right to be
paid by the Company the expenses incurred in defending a
proceeding in advance of its final disposition; provided that, if
required by Oregon law, the person seeking advances provides to
the Company an undertaking to repay advanced amounts if it is
determined by a final adjudication that the recipient is not
entitled to indemnity. Any person claiming indemnity is
explicitly authorized to sue the Company for payment and the
Company will have the burden of proving the claimant failed to
meet the standards of conduct making indemnity permissible. If
the person claiming indemnity is successful in whole or in part in
such a suit (or in a suit brought by the Company to recover an
advancement of expenses), the person claiming indemnity shall also
be entitled to be paid the expense of prosecuting (or defending)
the suit.
Article VIII and Article 10 also provide that the Company may
maintain insurance to protect itself and its directors, officers,
employees or agents against any expense, liability or loss whether
or not the Company has the power to indemnify such person against
such expense, liability or loss under Oregon law. The Company
currently has liability insurance to indemnify its directors and
officers against expense, liability or loss arising from claims by
reason of their acts or omissions as officers and directors.
The rights of indemnification described above are not
exclusive of any other rights of indemnification to which the
persons indemnified may be entitled under any agreements, statute,
vote of shareholders, action of directors or otherwise.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit No. Description
4.1 The 1997 Equity Participation Plan of Rentrak
Corporation (incorporated by reference to the
Company's Proxy Statement dated June 25, 1997 for
the Company's 1997 Annual Meeting of Shareholders).
4.2 Amendment to The 1997 Equity Participation Plan of
Rentrak Corporation, adopted as of February 23,
1998 (incorporated by reference to Exhibit 10.40 of
the Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1998).
4.3 Amendment to The 1997 Equity Participation Plan of
Rentrak Corporation, effective as of August 24,
1998 (incorporated by reference to Exhibit A of the
Company's Proxy Statement dated July 1, 1998 for
the Company's 1998 Annual Meeting of Shareholders).
4.4 Form of non-qualified stock option agreement for
use with The 1997 Equity Participation Plan of
Rentrak Corporation (incorporated by reference to
Exhibit 10.6 to Form 10-Q filed on November 3,
1997).
4.5 Form of incentive stock option agreement for use
with The 1997 Equity Participation Plan of Rentrak
Corporation (incorporated by reference to Exhibit
10.1 to Form 10-Q filed on February 9, 1998).
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).
Item 9. Undertakings
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the registration statement;
and
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall
not apply to information contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in this registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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 28th day of August, 1998.
RENTRAK CORPORATION
By /s/ F. Kim Cox
F. Kim Cox
Executive Vice President/Chief
Financial Officer
KNOW ALL MEN 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:
<TABLE>
<CAPTION>
Signature Title Date
<S> <S> <S>
/s/ Ron Berger President and Chief August 28, 1998
Ron Berger Executive Officer and
Chairman of the Board
/s/ F. Kim Cox Executive Vice President/ August 28, 1998
F. Kim Cox Chief Financial Officer
/s/ Skipper Baumgarten Director August 28, 1998
Skipper Baumgarten
/s/ Pradeep Batra Director August 28, 1998
Pradeep Batra
/s/ Herbert M. Fischer Director August 28, 1998
Herbert M. Fischer
/s/ James Jimirro Director August 28, 1998
James Jimirro
/s/ Bill LeVine Director August 28, 1998
Bill LeVine
/s/ Muneaki Masuda Director August 28, 1998
Muneaki Masuda
/s/Stephen Roberts Director August 28, 1998
Stephen Roberts
</TABLE>
EXHIBIT INDEX
Exhibit No. Description
4.1 The 1997 Equity Participation Plan of Rentrak
Corporation (incorporated by reference to the
Company's Proxy Statement dated June 25, 1997 for
the Company's 1997 Annual Meeting of Shareholders).
4.2 Amendment to The 1997 Equity Participation Plan of
Rentrak Corporation, adopted as of February 23,
1998 (incorporated by reference to Exhibit 10.40 of
the Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1998).
4.3 Amendment to The 1997 Equity Participation Plan of
Rentrak Corporation, effective as of August 24,
1998 (incorporated by reference to Exhibit A of the
Company's Proxy Statement dated July 1, 1998 for
the Company's 1998 Annual Meeting of Shareholders).
4.4 Form of non-qualified stock option agreement for
use with The 1997 Equity Participation Plan of
Rentrak Corporation (incorporated by reference to
Exhibit 10.6 to Form 10-Q filed on November 3,
1997).
4.5 Form of incentive stock option agreement for use
with The 1997 Equity Participation Plan of Rentrak
Corporation (incorporated by reference to Exhibit
10.1 to Form 10-Q filed on February 9, 1998).
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 5.1
[Garvey, Schubert & Barer Letterhead]
August 25, 1998
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
1,100,000 shares of common stock (the "Shares") of Rentrak
Corporation (the "Company") issuable under the 1997 Equity
Participation Plan of Rentrak Corporation (the "1997 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 that have not been independently
established, we have relied upon representations of the Company's
officers.
Subject to the foregoing, it is our opinion that, under the
corporate laws of the State of Oregon, upon the issuance of the
Shares by the Company in accordance with the terms of the 1997
Plan, including, without limitation, collection of the required
consideration 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,
/s/ Garvey, Schubert & Barer
GARVEY, SCHUBERT & BARER
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on
Form S-8 of Rentrak Corporation (the Company) of our report
dated May 20, 1998, included in the Company's Annual Report on
Form 10-K for the year ended March 31, 1998.
/s/ Arthur Andersen LLP
Portland, Oregon,
August 24, 1998
