<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended March 31, 2000.
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from __________ to
__________.
Commission file number 000-15159
RENTRAK CORPORATION
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(Exact name of registrant as specified in its charter)
Oregon 93-0780536
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Airport Center, 7700 NE Ambassador Place, Portland, Oregon 97213
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(Address of principal executive offices, including zip code)
(503) 284-7581
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(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $.001 par value per share
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the issuer was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K, or any amendment to
this Form 10-K. [X]
As of June 20, 2000, the aggregate market value of the voting stock held by non-
affiliates of the registrant, based on the last sales price as reported by
NASDAQ was $34,042,760. (Excludes value of shares of Common Stock held of
record by directors and officers and by shareholders whose record ownership
exceeded five percent of the shares outstanding at June 20, 2000. Includes
shares held by certain depository organizations.)
Number of shares of issuer's common stock outstanding as of June 20, 2000:
12,289,883
<PAGE>
EXPLANATORY NOTE
Rentrak Corporation (the "Company") is filing this Amendment No. 1 on Form
10-K/A as an amendment to its Annual Report to Form 10-K for the fiscal year
ended March 31, 2000 (the "Form 10-K"). The purposes of this Amendment are to:
(a) amend and restate in its entirety Part III of the Form 10-K, (b) add
Exhibits 3.5, 10.33, 10.34, 10.35, 10.36, and 10.37 to the Exhibit Index, and
(c) add Exhibits 3.5, 10.33, 10.34, 10.35, 10.36, and 10.37 as exhibits to the
Form 10-K.
PART III
Item 10. Directors and Executive Officers of the Registrant
Certain Information Regarding Directors
PETER BALNER (Age 53). Mr. Balner is currently the President and Chief
Executive Officer of Blowout Video, Inc., a wholly owned subsidiary of the
Company, a position he has held since September 1997. Prior to joining Blowout,
Mr. Balner served from May 1996 to August 1997 as a Director and Executive Vice
President, Corporate Retail Operations and Development, of West Coast
Entertainment Corporation, a publicly traded video retailer. He also served
from December 1981 to May 1996 as the President and Chief Executive Officer of
Palmer Corporation, a video retailer operating primarily in metropolitan New
York. Mr. Balner serves as a director of The Enterprise Bank and Supermax, Inc.
Mr. Balner has been a director of The Company since May 2000.
PRADEEP BATRA (Age 54). Since February 1985, Mr. Batra has served as
President of Unique Business Systems ("UBS"), a vertical market software
developer. Among other things, UBS develops and markets point-of-sale ("POS")
software that the Company's retail video store customers use to capture rental
and sale activity and report such activity to the Company. UBS is party to a
POS vendor agreement and several other agreements with the Company and two of
the Company's subsidiaries. Mr. Batra also serves as a director of UBS and
Synera Systems. Mr. Batra has been a director of the Company since February
1998.
SKIPPER BAUMGARTEN (Age 53). Since 1990, Mr. Baumgarten has served as
President of Surety Associates Holding Company. Mr. Baumgarten also serves as
CEO and Chairman of the Board of American Contractors Indemnity Co., an
insurance company. Mr. Baumgarten has been a director of the Company since
February 1998.
RON BERGER (Age 52). Since founding the Company in 1977, Mr. Berger has
served as President (up until May 2000) and Chief Executive Officer of the
Company, except for brief periods in other positions in 1981 and 1984. Since
September 1984, he has also served as the Company's Chairman of the Board. Mr.
Berger also serves as Chairman and a Director of Rentrak Japan K.K., and as a
Director of Rentrak UK, Rentrak Canada, and BlowOut Video, Inc. Mr. Berger is a
member of the board of directors of American Contractors Indemnity Co., Fast
Forward Foundation, and the Board of Trustees of The Nature Conservancy of
Oregon. He is also a past director of the Video Software Dealers Association and
the International Franchise Association.
JAMES JIMIRRO (Age 63). Since 1986, Mr. Jimirro has been the Chairman of
the board of directors, President and Chief Executive Officer of J2
Communications, a company that supplies video product to the Company. Mr.
Jimirro has been a director of the Company since November 1990. Since April
1998, he has served as Chairman of the Board and a director of Rentrak UK.
TAKAAKI KUSAKA (Age 47). Since April 1991, Mr. Kusaka has served as
President and as a director of Rentrak Japan. The Company currently owns a nine
percent (9%) equity interest in Rentrak Japan. Mr. Kusaka has also served as
Chairman of BlowOut Japan and Top Share Co., Ltd., since April 1997. Mr. Kusaka
has been a director of the Company since 1999.
BILL LEVINE (Age 80). In January 1988, Mr. LeVine founded and became
President of LeVine Enterprises, Inc., an investment firm. Mr. LeVine also
serves as a director of Mellon West Coast Bank, B.C.T. Inc., Fast Frame, and
American Contractors Indemnity Co. Mr. LeVine has been a director of the
Company since April 1985.
<PAGE>
MUNEAKI MASUDA (Age 49). Mr. Masuda founded Rentrak Japan, a joint venture
formed between the Company and Culture Convenience Club Co., Ltd. ("CCC"). The
Company currently owns a nine percent (9%) equity interest in Rentrak Japan.
Mr. Masuda is the controlling stockholder of So-Tsu Company, which in turn holds
a controlling interest in CCC and Rentrak Japan. Since founding CCC, Mr. Masuda
has served as President except for the period from October 1996, through
February 2000, when he served as its Chairman. Until February 2000, Mr. Masuda
also served as President of DIRECTV Japan. Mr. Masuda has been a director of
the Company since August 1990. Mr. Masuda is also a director of GAGA
Communications, Digital Hollywood and Rentrak Japan. Pursuant to a Common Stock
Purchase Agreement between the Company and CCC, entered into as of December 20,
1989, the Company's board of directors is required, subject to fiduciary
obligations to all shareholders, to nominate Mr. Masuda, CCC's designee, as a
director and use its best efforts to vote in favor of Mr. Masuda those shares
for which the Company's management and Board hold proxies or are otherwise
entitled to vote.
STEPHEN ROBERTS (Age 62). Mr. Roberts is President and CEO of The S.
Roberts Company (founded in 1985), a consulting firm to the entertainment
industry. Mr. Roberts is a member of the Academy of Motion Pictures Arts and
Sciences, the Academy of Television Arts and Sciences, and a former director of
the Motion Picture Association of America. Mr. Roberts is a director of CTN
Media Group and Rentrak Japan. Mr. Roberts has been a director of the Company
since December 1988.
Certain Information Regarding Executive Officers
The names, ages, positions and backgrounds of the Company's current
executive officers are as follows:
Position
Name Age Held Since Current Position(s) with Company and Background
---- --- ---------- -----------------------------------------------
Ron Berger 52 1984 Chairman of the board of directors and Chief
Executive Officer. Since founding the Company in
1977, Mr. Berger has served as director, and
Chief Executive Officer, except for brief
periods in other positions in 1981 and 1984.
From 1977 through May 2000, Mr. Berger also
served as President of the Company. Since
September 1984, he has also served as the
Company's Chairman of the Board. Mr. Berger
serves as a member of the following boards of
directors: Rentrak Japan K.K.; Rentrak UK;
Rentrak Canada; Blowout Video, Inc.; American
Contractors Indemnity Co.; Fast Forward
Foundation; and The Nature Conservancy of
Oregon.
F. Kim Cox 47 2000 President, Chief Financial Officer, Secretary
and Treasurer. In May 2000, Mr. Cox was
appointed President of the Company and as of
July 1, 2000, became Rentrak's Chief Financial
Officer on an interim basis while the Company
undertakes a search for a new Chief Financial
Officer to replace Carolyn Pihl, who resigned to
assume the position of Chief Financial Officer
of 3PF.COM, Inc., a wholly owned subsidiary of
the Company. From 1999 until May 2000, Mr. Cox
served as Executive Vice President, Secretary
and Treasurer. From 1995 until 1999, Mr. Cox
served as Executive Vice President, Chief
Financial Officer, Secretary and Treasurer. From
1991 until 1995, Mr. Cox served as Executive
Vice President - Strategic Planning, Secretary,
and Treasurer. From 1985 until 1991, Mr. Cox
served as Chief Financial Officer and Vice
President of Finance. Prior to joining the
Company in 1985, Mr. Cox was a practicing
attorney with the firm Garvey, Schubert, Adams &
Barer from 1983 to 1985, and with the firm of
McClaskey & Greig from 1980 to 1983. Prior to
that, Mr. Cox practiced accounting with Arthur
Andersen & Co.
Marty Graham 42 1991 Vice President, Product Development. Prior to
joining the Company in October 1988 as Director
of Product Development, Mr. Graham had served as
General Manager and Secretary/Treasurer of
Pacific Western Video Corporation since
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1984, which owned and operated two video
retailer outlets, both of which participated in
the Company's PPT Program .
Richard Nida 53 1998 Vice President, Investor Relations. Prior to
joining the Company in September 1998, Mr. Nida
served as the Director of Corporate
Communications and Investor Relations for
Payless ShoeSource from 1988 to August 1998.
Christopher Roberts 32 1994 Vice President, Sales. Prior to becoming Vice
President, Sales, Mr. Roberts was the Company's
National Director of Sales, a position he held
since September 1992.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 Act requires the
Company's directors and executive officers and persons who beneficially own more
than ten percent (10%) of the outstanding shares of the Company's common stock
("ten percent shareholders"), to file with the SEC initial reports of beneficial
ownership and reports of changes in beneficial ownership of shares of common
stock and other equity securities of the Company. To the Company's knowledge,
based solely upon a review of the copies of Forms 3, 4 and 5 (and amendments
thereto) furnished to the Company or otherwise in its files, all of the
Company's officers, directors and ten percent shareholders complied with all
applicable Section 16(a) filing requirements during the Company's last fiscal
year.
Item 11. Executive Compensation
The following table sets forth all compensation paid by the Company to the
Named Executive Officers during the fiscal years ended March 31, 2000, 1999 and
1998.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
--------------------------------------------------
Awards
---------------------
Fiscal Securities
Year Underlying All Other
Name and Ended Salary Bonus Options/SARs Compensation
Principal Position (1) March 31, ($) ($) (#) ($) (2)
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Ron Berger, President 2000 429,353 2,264 260,943 (3) (3,324)
and Chief Executive 1999 405,540 0 510,481 (3) 94,915
Officer 1998 408,972 62,258 0 31,241
F. Kim Cox, Executive 2000 191,029 85,000 32,623 5,571
Vice President and 1999 181,136 0 63,805 6,065
Secretary 1998 198,397 62,824 0 8,195
Marty Graham, Vice 2000 152,265 35,000 10,000 3,835
President, Product 1999 140,083 15,000 0 4,032
Development 1998 137,371 5,000 35,000 6,110
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
--------------------------------------------------
Awards
---------------------
Fiscal Securities
Year Underlying All Other
Name and Ended Salary Bonus Options/SARs Compensation
Principal Position (1) March 31, ($) ($) (#) ($) (2)
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Carolyn Pihl, Chief 2000 147,753 30,000 10,000 1,500
Financial Officer 1999 134,515 5,000 0 1,500
1998 110,913 9,000 10,000 1,500
Christopher Roberts, 2000 137,596 26,750 10,000 1,500
Vice President of Sales 1999 135,854 20,000 0 1,500
1998 121,593 23,000 35,000 1,500
</TABLE>
(1) Reflects principal position as of March 31, 2000. In May 2000, Mr. Cox was
appointed president. He is also currently serving as Rentrak's Chief
Financial Officer on an interim basis. Ms. Pihl resigned in July 2000 as the
Company's Chief Financial Officer to assume the Chief Financial Officer
position at 3PF.COM, Inc., a wholly owned subsidiary of the Company.
(2) Amounts disclosed in this column reflect the following matching
contributions during fiscal 2000 on behalf of the Named Executive Officers
under the Company's 401(k) plan: Ron Berger $1,500, F. Kim Cox $1,500, Marty
Graham $1,500, Carolyn Pihl $1,500, and Christopher Roberts $1,500. The
Company also made payments to supplemental disability and life insurance
plans during fiscal 2000 for the following Named Executive Officers: Ron
Berger $22,948, F. Kim Cox $4,071, and Marty Graham $2,335. In addition,
other compensation for Ron Berger includes lease and maintenance payments on
an automobile and a fiscal 2000 credit of $47,717 related to a correction to
an overcalculation of compensation in 1999.
(3) In May 1995, the Company adopted a shareholder rights plan designed to
ensure that all of the Company's shareholders receive fair and equal
treatment in the event of certain proposals to acquire the Company. Under
the rights plan, each shareholder received a dividend of one right for each
share of the Company's outstanding common stock, entitling the holder to
purchase additional shares of common stock. The rights become exercisable
after any person or group acquires beneficial ownership (as such term is
defined in the rights plan) of 15% or more of the Company's outstanding
stock. As a result of stock option grants made to Mr. Berger, his beneficial
ownership (as such term is defined in the rights plan) may be deemed to have
exceeded 15%. As permitted by the provisions of the rights plan, the board
of directors has determined that, to the extent Mr. Berger's beneficial
ownership exceeded 15%, it was inadvertent. Following the board's
determination, Mr. Berger delivered for cancellation all of the options
granted to him in fiscal 2000 (covering 260,943 shares) and a portion of the
options granted to him in fiscal 1999 (covering 243,659 shares). Under the
rights plan, the board of directors, at their discretion, retains the right
to waive the 15% threshold with respect to any person (including Mr. Berger)
or transaction or terminate the rights plan. After the cancellation of these
options, Mr. Berger's beneficial ownership (as such term is defined in the
rights plan) of the Company's outstanding stock is now less than 15%. The
board of directors has not waived the 15% threshold.
<PAGE>
Stock Option Grants
The following table sets forth information concerning stock option grants
to each of the Named Executive Officers during the fiscal year ended March 31,
2000. The Company did not grant any stock appreciation rights to the Named
Executive Officers during the fiscal year.
Option Grants In Last Fiscal Year
<TABLE>
<CAPTION>
Potential realizable value
at assumed annual rates
of stock price appreciation
Individual Grants (1) for option term (2)
-----------------------------------------------------------------------------------------------------------------
Number of % of total
securities options
underlying granted to
options employees in Exercise Expiration
Name granted fiscal year (3) price (4) date 5% ($) 10% ($)
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ron Berger (5) 260,943(7) 52.15% 4.750 8/23/09 779,502 1,975,411
F. Kim Cox (5) 32,623 6.52% 4.750 8/23/09 97,453 246,965
Marty Graham (5) 10,000 2.00% 2.813 4/01/09 17,691 44,832
Carolyn Pihl (6) 10,000 2.00% 2.813 4/01/09 17,691 44,832
Christopher Roberts (5) 10,000 2.00% 2.813 4/01/09 17,691 44,832
</TABLE>
(1) Options granted include both incentive stock options and nonqualified stock
options. All option grants are subject to the discretion of the board of
directors.
(2) These calculations are based on certain assumed annual rates of appreciation
as required by SEC rules and regulations governing the disclosure of
executive compensation. Under these rules, an assumption is made that the
shares underlying the stock options shown in this table could appreciate at
rates of five percent (5%) and ten percent (10%) per annum on a compounded
basis over the ten-year term of the stock options. Actual gains, if any, on
stock option exercises are dependent on the future performance of the
Company's common stock and overall stock market conditions. There can be no
assurance that the gains reflected in this table will be achieved.
(3) In fiscal 2000, the Company granted options covering a total of 119,271
shares to its employees and options covering a total of 62,500 shares to its
non-employee directors.
(4) The exercise price per share equals the market price of the Company's
common stock on the date of grant.
(5) Option vests twenty percent (20%) per year on each anniversary of the grant
date.
(6) Option vests twenty-five percent (25%) per year on each anniversary of the
grant date.
(7) This option was cancelled in its entirety on June 21, 2000. See note 3 to
the Summary Compensation Table, above.
<PAGE>
Stock Option Exercises
The following table sets forth certain information concerning stock option
exercises by each of the Named Executive Officers during the fiscal year ended
March 31, 2000, and the value of in-the-money options (i.e., options in which
the market value of the Company's common stock exceeds the exercise price of the
options) held by such individuals on March 31, 2000. The value of in-the-money
options is based on the difference between the exercise price of such options
and the closing price of the Company's common stock on March 31, 2000, which was
$5.50.
Aggregated Option Exercises in Fiscal 2000
and Year End Option Values
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised In-the-
Options at Year End (#) Money Options at Year End ($)
Shares --------------------------------- ---------------------------------
Acquired on Value
Name Exercise(#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
--------------------- --------------- --------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Ron Berger 0 0 1,331,024 669,328 (1) 860,697 279,479
F. Kim Cox 5,357 19,317 301,336 110,807 319,880 41,507
Marty Graham 0 0 65,535 28,000 71,985 62,495
Carolyn Pihl 0 0 13,035 17,679 12,320 35,352
Christopher Roberts 0 0 44,850 30,500 42,960 45,620
</TABLE>
(1) Effective June 21, 2000, the options granted to Mr. Berger in fiscal 2000
(covering 260,943 shares) were cancelled in their entirety and the options
granted to Mr. Berger in fiscal 1999 were cancelled with respect to 243,659
shares. See note 3 to the Summary Compensation Table, above. None of the
cancelled options were exercisable as of the end of fiscal 2000.
<PAGE>
Compensation of Directors
The Company compensates directors, other than employees who are directors,
for their services by payment of $500 for each in-person board meeting they
attend and $500 for each telephone conference board meeting they attend. In
addition, each non-employee director is paid an annual board fee of $25,000. The
Company also reimburses directors for their travel expenses for each meeting
attended in person. On April 1, 2000, each nonemployee director was
automatically granted an option to purchase 10,000 shares of the Company's
common stock, at an exercise price of $5.375 per share, and each nonemployee
Committee Chairman was automatically granted an additional option to purchase
2,500 shares of the Company's common stock at an exercise price of $5.375 per
share. All such grants were made under the Company's 1997 Equity Participation
Program.
Employment Contracts and Termination of Employment and Change-In-Control
Arrangements
RON BERGER. Effective April 21, 1998, Rentrak entered into a five year
employment agreement with Mr. Berger under which Mr. Berger is employed as the
Chairman of the board of directors, Chief Executive Officer and President of
Rentrak. Under the agreement, Mr. Berger's initial annual base salary was
$400,000, subject to increases on April 1 of each year during the term of the
agreement equal to the greater of four percent (4%) or the change in the
Consumer Price Index for the preceding calendar year. Mr. Berger is also
entitled to an annual bonus for each fiscal year equal to five percent (5%) of
the amount by which Rentrak's pre-tax profits (as defined in the agreement) for
such fiscal year exceed Rentrak's pre-tax profits in the prior fiscal year. If
Mr. Berger is terminated for "cause" (as defined in the agreement), he will
receive only the full amount of all compensation accrued as of the date of
termination. If Mr. Berger is terminated without cause or Mr. Berger terminates
his employment for "good reason" (as defined in the agreement), or if Mr. Berger
is terminated following a "change of control" or "potential change of control"
(both as defined in the agreement), Mr. Berger may elect to receive a severance
payment equal to the greater of: (i) the remaining compensation payable under
the agreement, with bonus calculated as the greater of the bonus paid with
respect to the immediately preceding fiscal year or the average bonus paid for
the three immediately preceding fiscal years; or (ii) three times the sum of (a)
Mr. Berger's base salary in the fiscal year of termination plus (b) the greater
of the bonus paid to Mr. Berger with respect to the immediately preceding fiscal
year or the average bonus paid for the three immediately preceding fiscal years.
Rentrak believes that the commencement of the Shareholder Group's proxy contest
constitutes a "potential change of control" and the election of the Shareholder
Group's nominees whereby they constituted a majority of Rentrak's board of
directors would constitute a "change of control" under Mr. Berger's employment
agreement. The estimated cost to Rentrak if Mr. Berger terminates his employment
in response to a change of control or the potential change of control, or if he
is involuntarily terminated following a change of control, is approximately
$1.32 million. If Mr. Berger is terminated due to his death or disability, he or
his estate or legal representative is entitled to receive, in a lump sum, the
amount of base salary and bonus accrued through the date of termination plus one
year's base salary. The agreement expires on March 31, 2003.
F. KIM COX. Effective April 1, 1998, Rentrak entered into a four year
employment agreement with Mr. Cox under which he is employed as an Executive
Vice President of Rentrak. Under the agreement, Mr. Cox received an annual base
salary of $178,500 for the period ending March 31, 1999 and $187,425 for the
period ending March 31, 2000, and will receive an annual base salary of $196,796
for the period ending March 31, 2001 and $206,636 for the period ending March
31, 2002. If Mr. Cox terminates his employment within two months following a
"change of control" (as defined in the agreement), he is entitled to a severance
payment equal to one year's base salary. Rentrak believes that the election of
the Shareholder Group's nominees whereby they constituted a majority of
Rentrak's board of directors would constitute a "change of control" for the
purpose of Mr. Cox's employment agreement. The estimated cost to Rentrak if Mr.
Cox were involuntarily terminated following such change of control is
approximately $197,000. If Mr. Cox is terminated without "cause" (as defined in
the agreement), he is entitled to receive one year's base salary, subject to
reduction should Mr. Cox find alternative employment of "comparable status" (as
defined in the agreement), or if he does not exercise his best efforts to find
such employment of comparable status. If Mr. Cox is terminated for cause, he
will receive only the amount of compensation accrued through the date of
termination. If Mr. Cox is terminated due to his death or disability, he or his
estate or legal representative will receive all compensation accrued as of the
date of termination plus a lump sum severance payment equal to 180 days' base
salary. The agreement was extended by the board of directors for one year and is
now scheduled to expire on March 31, 2003.
MARTY GRAHAM. Effective May 17, 1997, Rentrak entered into a five-year
employment agreement with Mr. Graham under which he is employed as the Vice
President, Product Development. Under the agreement, Mr. Graham receives an
annual salary of $130,000, with increases of $10,000 effective April 15 of each
year during the term of the agreement. Mr. Graham is also entitled to receive
certain cash bonuses for achieving specified objectives and, annually, an option
to purchase 5,000 shares of Rentrak common stock. If Mr. Graham is terminated
without "cause" (as defined in the agreement) within two years after a "change
of control" (as defined in the agreement), or if Mr. Graham terminates his
employment for "good reason" (as defined in the
<PAGE>
agreement), he is entitled to receive the lesser of: (i) his base salary through
the end of the agreement; or (ii) one year's base salary during the current
fiscal year. Rentrak believes that the election of the Shareholder Group's
nominees whereby they constituted a majority of Rentrak's board of directors
would constitute a "change in control" for the purpose of Mr. Graham's
employment agreement. The estimated cost to Rentrak if Mr. Graham were
involuntarily terminated following a change of control is a maximum of
approximately $160,000. If Mr. Graham terminates his employment without good
reason within two months after a change of control, he is entitled to receive
the greater of: (i) one weeks' base salary for each full year he has been
employed by Rentrak; or (ii) two months' base salary. If Rentrak otherwise
terminates Mr. Graham without cause, he is entitled to receive six months' base
salary, subject to reduction should he find other employment or should he not
exercise his best efforts to find such other employment. If Mr. Graham is
terminated for cause, he will receive only the full amount of his base salary
accrued through the date of termination. If Mr. Graham is terminated due to his
death, his estate or legal representative will receive the full amount of his
base salary accrued through the date of termination, plus severance of ninety
(90) days' base salary at the rate in effect on the date of his death. If Mr.
Graham is terminated due to disability, he or his legal representative will
receive only the full amount of the base salary accrued through the date of
termination. During the period of disability, but prior to termination of
employment, Mr. Graham will receive all compensation as set forth in the
agreement.
CAROLYN PIHL. Effective May 6, 1996, Rentrak entered into a five year
employment agreement with Ms. Pihl under which she is employed as Rentrak's
Chief Accounting Officer. Under the agreement, Ms. Pihl receives an annual
salary of $103,000, subject to increases at Rentrak's discretion during the term
of the agreement. If Ms. Pihl is terminated without "cause" (as defined in the
agreement) within two years after a "change of control" (as defined in the
agreement), or if Ms. Pihl terminates her employment for "good reason" (as
defined in the agreement), she is entitled to receive the lesser of: (i) her
base salary through the end of the agreement; or (ii) six months' base salary.
Rentrak believes that the election of the Shareholder Group's nominees whereby
they constituted a majority of Rentrak's board of directors would constitute a
"change of control" for the purpose of Ms. Pihl's employment agreement. The
estimated cost to Rentrak if Ms. Pihl were involuntarily terminated following a
change of control is a maximum of approximately $104,000. If Rentrak otherwise
terminates Ms. Pihl without cause, she is entitled to receive three months' base
salary, subject to reduction should Ms. Pihl find alternative employment of
"comparable status" (as defined in the agreement), or if she does not exercise
her best efforts to find such employment of comparable status. If Ms. Pihl is
terminated for cause, she will receive only the full amount of her base salary
accrued through the date of termination. If Ms. Pihl is terminated due to her
death or disability, she or her estate or legal representative will receive only
the full amount of her base salary accrued through the date of termination.
During any period of disability, but prior to termination of employment, Ms.
Pihl will receive all compensation as set forth in the agreement.
CHRISTOPHER ROBERTS. Effective October 27, 1997, Rentrak entered into a
five-year employment agreement with Mr. Roberts under which he is employed as
Rentrak's Vice President, Sales. Under the agreement, Mr. Roberts received an
initial base salary of $130,000, subject to increases of $5,000 on April 15 of
each year during the term of the agreement. If Mr. Roberts is terminated without
"cause" (as defined in the agreement) within two years after a "change of
control" (as defined in the agreement), or if Mr. Roberts terminates his
employment for "good reason" (as defined in the agreement), he is entitled to
receive the lesser of: (i) his base salary through the end of the agreement; or
(ii) one year's base salary during the current fiscal year. If Mr. Roberts
terminates his employment without good reason within two months after a change
of control, he is entitled to receive the greater of: (i) one weeks' base salary
for each full year of his employment by Rentrak; or (ii) two months' base
salary. Rentrak believes that the election of the Shareholder Group's nominees
whereby they constituted a majority of Rentrak's board of directors would
constitute a "change of control" for the purpose of Mr. Roberts' employment
agreement. The estimated cost to Rentrak if Mr. Roberts were involuntarily
terminated following a change of control is approximately $140,000. The
estimated cost to Rentrak if Mr. Roberts terminates his employment without good
reason following a change of control is a maximum of approximately $32,300. If
Rentrak otherwise terminates Mr. Roberts without cause, he is entitled to
receive six months' base salary, subject to reduction should he find other
employment or should he not exercise his best efforts to find such other
employment. If Mr. Roberts is terminated for cause, he will receive only the
full amount of his base salary accrued through the date of termination. If Mr.
Roberts is terminated due to his death, his estate or legal representative will
receive the full amount of his base salary accrued through the date of
termination, plus severance of ninety (90) days' base salary at the rate in
effect on the date of his death. If Mr. Roberts is terminated due to disability,
he or his legal representative will receive only the full amount of the base
salary accrued through the date of termination. During the period of disability,
but prior to termination of employment, Mr. Roberts will receive all
compensation as set forth in the agreement.
Compensation Committee Interlocks and Insider Participation
From the beginning of fiscal 2000 through August 23, 1999, the Compensation
Committee was comprised of Skipper Baumgarten, Herbert Fischer and Bill LeVine.
Mr. Fischer resigned from the board of directors effective August 23, 1999, and
was subsequently replaced on the Compensation Committee by Takaaki Kusaka. Ron
Berger is a director of American Contractors Indemnity Co., a company for which
Skipper Baumgarten serves as Chief Executive Officer. Ron Berger is also
Chairman of the board of directors of Rentrak Japan, a company for which Takaaki
Kusaka serves as President.
9
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of June 20, 2000, certain information
regarding the beneficial ownership of the Company's common stock by (i) each
person believed by the Company to be the beneficial owner of five percent (5%)
or more of the Company's outstanding shares of common stock, (ii) each director
of the Company, (iii) the Company's Chief Executive Officer and the next four
most highly compensated executive officers during the last completed fiscal year
who were serving as executive officers at the end of the fiscal year (the "Named
Executive Officers") and (iv) the directors and the executive officers as a
group.
<TABLE>
<CAPTION>
Shares Beneficially Owned
-------------------------------------------------------------- ----------------------------------------------------
Directors, Executive Officers and 5% Shareholders (1) Number (2) Percentage (2)
-------------------------------------------------------------- ----------------------- -----------------------
<S> <C> <C>
Peter Balner 67,250 (3) *
Pradeep Batra 24,500 (4) *
Skipper Baumgarten 70,000 (5) *
Ron Berger 1,759,366 (6) 14.32%
F. Kim Cox 350,424 2.85%
Marty Graham 72,539 (7) *
James Jimirro 45,566 (8) *
Takaaki Kusaka 0 *
Bill LeVine 457,511 (9) 3.72%
Muneaki Masuda 1,039,839 (10) 8.44%
Carolyn Pihl 19,464 (11) *
Christopher Roberts 48,856 (12) *
Stephen Roberts 109,663 (13) *
*
All executive officers and directors as a group (17 persons) 4,334,307 (14) 33.74%
Culture Convenience Club Co., Ltd. 390,000 (15) 3.17%
1-4-70 Shiromi, 16th Floor
Chuo-ku, Osaka 540, Japan
Rentrak Japan, K.K. 614,000 (16) 5.00%
4-20-3 Ebisu
Shibuya-Ku, Tokyo 150, Japan
Walt Disney Company 1,543,203 (17) 11.16%
500 South Buena Vista St.
Burbank, CA
Committee for the Achievement of Rentrak Excellence 1,119,480 (18) 9.10%
6656 Penninsula Way
Laingsburg, MI 48848
* Less than 1%
</TABLE>
(1) The address of all Directors and executive officers is the Company's
address: One Airport Center, 7700 N.E. Ambassador Place, Portland, Oregon
97220.
(2) All percentages have been calculated based on the number of shares of the
Company's common stock that were issued and outstanding as of June 20,
2000. In accordance with SEC regulations, the number of shares and
percentage calculation with respect to each shareholder assumes the
exercise of all outstanding options such shareholder holds and that can be
exercised within 60 days after the date of this proxy statement.
(3) Includes 26,250 shares of common stock subject to options exercisable
within 60 days of the date of the table.
10
<PAGE>
(4) Includes 10,000 shares of common stock subject to options exercisable
within 60 days of the date of the table.
(5) Includes 10,000 shares of common stock subject to options exercisable
within 60 days of the date of the table.
(6) Includes 43,200 shares held by Mr. Berger's parents, with respect to which
Mr. Berger disclaims beneficial ownership.
(7) Includes 72,535 shares of common stock subject to options exercisable
within 60 days of the date of the table.
(8) Includes 22,646 shares of common stock subject to options exercisable
within 60 days of the date of the table.
(9) Includes 10,000 shares of common stock subject to options exercisable
within 60 days of the date of the table.
(10) Mr. Masuda is an officer and controlling shareholder of Culture Convenience
Club Co., Ltd. and So-Tsu Company. So-Tsu Company and Mr. Masuda are
controlling shareholders of Rentrak Japan, K.K. Includes 390,000 shares
owned by Culture Convenience Club, Ltd. and 614,000 shares owned by Rentrak
Japan, K.K. Also includes 35,839 shares of common stock exercisable within
60 days of the date of this table.
(11) Includes 19,464 shares of common stock subject to options exercisable
within 60 days of the date of the table.
(12) Includes 47,558 shares of common stock subject to options exercisable
within 60 days of the date of the table.
(13) Includes 59,281 shares of common stock subject to options exercisable
within 60 days of the date of the table.
(14) Includes 555,114 shares of common stock subject to options exercisable
within 60 days of the date of the table.
(15) As indicated in footnote 10 to this table, these shares are beneficially
owned by Muneaki Masuda, a director of the Company and controlling
shareholder of Culture Convenience Club Co., Ltd.
(16) As indicated in footnote 10 to this table, these shares are beneficially
owned by Muneaki Masuda, a director of the Company and controlling
shareholder of Rentrak Japan, K.K.
(17) Includes 1,543,203 shares of common stock subject to warrants that are
exercisable within 60 days of the date of this table.
(18) Based on information set forth in the Amendment No. 2 to Schedule 13D,
filed on July 5, 2000 by the Committee for the Achievement of Rentrak
Excellence. According to the Schedule 13D, Cecil D. Andrus (1,000 shares),
Michael Annechino (97,400 shares), Mark A. Brown (119,550 shares), Thomas
S. Cousins, Jr. (65,000 shares), George H. Kuper (0 shares), Joon S. Moon
(1,000 shares), James G. Petcoff (11,500 shares), Gordon A. Reck (67,000
shares), Donald W. Remlinger (75,000 shares), Paul Rosenbaum (250,730
shares), David R. Rosencrantz (63,700 shares), Guy R. Wolcott (287,000
shares), and Frederick L. Zehnder (80,600 shares), collectively, are the
beneficial owners of 1,119,480 shares. According to the Schedule 13D, the
foregoing persons may be deemed to be part of a "group" within the meaning
of Section 13(d)(3) of the Securities Exchange Act of 1934.
Item 13. Certain Relationships and Transactions
Stephen Roberts, a stockholder and a member of the Company's board of
directors, provided general consulting services to the Company during fiscal
2000, for which he received $142,181. The Company does not plan to continue to
use Mr. Roberts as a general consultant during fiscal 2001. In April 2000, the
Company entered into an agreement with the S. Roberts Company, a Delaware
corporation owned by Mr. Roberts, to assist the Company in the exploration of
the possible sale of part or all of the Company's PPT video distribution and
information processing business to one or more major motion picture studios,
exploring certain strategic dispositions of assets. In the event of successful
implementation of this strategy, Mr. Roberts would receive a success fee equal
to two percent (2%) of the total consideration paid, but not less than $200,000.
This agreement will expire on December 31, 2000.
Dr. Pradeep Batra, a member of the Company's board of directors, is the
President and controlling shareholder of Unique Business Systems ("UBS"). In
addition to other business activities, UBS develops and sells point-of-sale
("POS") software that retail video stores use to track rental and sale activity.
The Company and UBS have entered into various agreements pursuant to which,
among other things: (i) they agree to cooperate to make
11
<PAGE>
UBS's POS software compatible with the Company's PPT system; (ii) the Company
agrees to pay a commission for each PPT customer referred by UBS; and (iii) UBS
agrees to share software maintenance fees with the Company relating to a 1995
transaction in which UBS purchased certain assets from the Company. In addition,
Rentrak UK, a subsidiary of the Company that distributes videocassettes in the
United Kingdom, is party to a POS software agreement with UBS, and BlowOut
Video, Inc., a wholly owned subsidiary of the Company that owns and operates a
chain of retail video stores and a retail video Web site, purchased computer
hardware and a POS software system from UBS. During fiscal 2000, the Company
paid UBS an aggregate of $62,000, Rentrak UK paid UBS an aggregate of $70,000,
and BlowOut Video, Inc. paid UBS an aggregate of $80,678.
Muneaki Masuda, a member of the Company's board of directors, holds a
controlling interest in So-Tsu Company, which in turn holds a controlling
interest in CCC and Rentrak Japan. Pursuant to an agreement between the Company
and Rentrak Japan, Rentrak Japan pays the Company an annual royalty, based on a
June 1 to May 31 royalty year, equal to one and sixty-seven hundredths percent
(1.67%) of the first $47.9 million of Rentrak Japan's sales and one-half of one
percent (.5%) of Rentrak Japan's sales in excess of such amount. In fiscal 2000,
Rentrak Japan paid the Company a total of approximately $4 million in royalty
fees, which amount included an advance royalty payment of $2.5 million and a on
time royalty payment of $480,000. The $2.5 million advance payment will offset
$4 million of future royalties. Of the $2.5 million advance royalty fees,
approximately $1.6 million has been recorded as deferred revenue to be
recognized in future periods.
In August 1999, the Company and Rentrak Japan formed Rentrak International,
LLC, an Oregon limited liability company, for the purpose of developing the PPT
system in certain international markets. The Company and Rentrak Japan each
contributed US$180,000 to Rentrak International during fiscal 2000, as well as
the development rights to the PPT system in certain countries, excluding the
United States, Canada, the United Kingdom, Ireland, Brazil, and Japan. Rentrak
Japan and the Company each own a fifty percent (50%) membership interest in
Rentrak International, and profits and losses are allocated equally between the
two parties.
During the Company's last fiscal year, Rentrak Japan loaned (Yen)120
million (approximately US$200,000) to Rentrak UK. The loan is non-interest
bearing and is due on March 31, 2001. During the term of the loan, Rentrak Japan
is entitled to 10% of the Company's share of Rentrak UK royalties. No such share
of royalties was earned by or paid to Rentrak Japan during the Company's last
fiscal year.
In August 1999, Bill LeVine, a member of the Company's board of directors,
provided a line of credit to BlowOut Video Holding Company ("Borrower"), a
wholly-owned subsidiary of the Company, in the principal amount of up to $3
million (the "Loan"), of which Borrower borrowed $500,000 during its last fiscal
year. The largest outstanding principal amount of the Loan during fiscal 2000
was $500,000. The Loan bears interest at the prime rate plus one and one-half
percent (1.5%) and Borrower paid Mr. LeVine $17,860 in interest during the
Company's last fiscal year. Borrower paid Mr. LeVine a $30,000 loan origination
fee and $12,500 in closing costs in connection with the Loan. The Loan is
secured by all of Borrower's assets and is due and payable three years from the
date of execution of the Loan and Security Agreement.
In consideration of a $4 million unsecured note payable with Bill LeVine,
of which approximately $2.5 million was used to fund the operations of the
Company's wholly-owned subsidiary, 3PF.COM, Inc. ("3PF"), 3PF issued a warrant
to Mr. LeVine to purchase 14,814 shares of 3PF common stock at an exercise price
of $6.75 per share. The exercise period for the warrant commenced on November
29, 1999 and expires on November 30, 2000. The Note payable carried interest at
the rate of ten percent (10%), payable monthly, and the largest outstanding
principal amount of the note during fiscal 2000 was $4 million. The Company paid
Mr. LeVine $310,278 in interest in connection with this note payable during the
Company's last fiscal year. The note was paid in its entirety in January 2000.
In June 2000, the board of directors approved an offer to make loans
available to those officers of the Company who were under an employment contract
for the purpose of allowing them to exercise their vested, unexercised "out of
the money" employee stock options. The purpose of this program was to enable
executives to exercise certain of their options and thereby hold shares
resulting from the exercise of such options in advance of a possible spin-off or
split-up of 3PF, and to enhance Rentrak's efforts to retain its key employees.
The vested option program was initially proposed to the Compensation Committee
in March 2000, approved by the Compensation Committee in April 2000, and
approved by the board of directors in May 2000.
The loans under this program bear interest at the federal funds rate in
effect on the date of the loan and interest is payable annually. The principal
amount of the loan is due on the earliest to occur of: (1) one year prior to the
expiration of the term of the borrower's current employment agreement with the
Company, (2) one year after borrower leaves the Company's employment unless such
departure follows a "change of
12
<PAGE>
control" (as defined in the loan agreements), (3) five years from the date of
the loan, or (4) one year from the date of the borrower's death. The loans are
secured by the stock purchased upon the exercise of the options. The loans are
without recourse (except as to the stock securing the loans) as to principal and
are with full recourse against the borrower as to interest. The offer to make
these loans expires September 30, 2000.
On June 16, 2000, two officers, Ron Berger and Kim Cox, accepted this offer
and obtained loans from the Company. Mr. Berger entered into a loan agreement,
promissory note in the amount of $6,629,386.00 and stock pledge agreement in
connection with his exercise of options to purchase 1,362,008 shares of common
stock. Mr. Cox entered into a loan agreement, promissory note in the amount of
$1,468,250.42 and stock pledge agreement in connection with his exercise of
options to purchase 301,518 shares of common stock. Because the loan proceeds
were immediately used to pay the exercise price of the options to the Company,
there was no net outflow of cash from the Company in connection with these
loans. As a result of these loans and the option exercises, Messrs. Berger and
Cox will be able to vote the acquired shares at the annual meeting. As of July
26, 2000, no other officers have elected to accept loans under the program.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
(Registrant)
July 31, 2000 By: /s/ F. Kim Cox
------------- ------------------
Date F. Kim Cox, President, Chief Financial Officer,
Secretary and Treasurer (Principal Financial
and Accounting Officer)
13
<PAGE>
EXHIBIT INDEX
The Exhibit Index to the Form 10-K is hereby amended by adding the
following exhibits, which are attached to this Amendment No. 1 on Form 10-K/A.
<TABLE>
<CAPTION>
Exhibit Exhibit Page
Number
<S> <C> <C>
3.5 Amendment No. 3 to Rentrak's 1995 Restated Bylaws 14
10.33* Stock Pledge Agreement executed by Ron Berger, dated June 16, 2000 15
10.34* Stock Pledge Agreement executed by F. Kim Cox, dated June 16, 2000 20
10.35* Loan Agreement with Ron Berger, dated June 16, 2000 25
10.36* Loan Agreement with F. Kim Cox, dated June 16, 2000 29
10.37* Amendment to 1997 Equity Participation Plan 33
* Management Contract
</TABLE>
