RENTRAK CORP
8-K, 2000-12-01
MOTION PICTURE & VIDEO TAPE DISTRIBUTION
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                       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

                Date of Report (Date of earliest event reported):

                                November 30, 2000

                                -----------------


                               RENTRAK CORPORATION
               (Exact name of registrant as specified in charter)

                                     Oregon
                 (State or other jurisdiction of incorporation)

                                     0-15159
                                (SEC File Number)

                                   93-0780536
                        (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



<PAGE>

Item 9.  Regulation FD Disclosure.

               Rentrak Corporation ("Rentrak") is furnishing this report on Form
8-K pursuant to Regulation FD in connection with its distribution of a letter to
shareholders from its Chairman and Chief Executive  Officer,  Paul A. Rosenbaum,
on November 30, 2000, included as Exhibit 99.1 to this report.

               The  information  in  this  report  (including  the  exhibit)  is
furnished  pursuant  to Item 9 and shall not be  deemed  to be  "filed"  for the
purposes  of  Section 18 of the  Securities  Exchange  Act of 1934 or  otherwise
subject to the  liabilities  of that section.  This report will not be deemed an
admission  as to the  materiality  of any  information  in the  report  that  is
required to be disclosed solely by Regulation FD.

Forward-Looking Statements

               Certain  information  included  in the  exhibit  to  this  report
constitutes  forward-looking  statements  that  involve  a number  of risks  and
uncertainties.   Forward-looking   statements  are  identified  by  the  use  of
forward-looking   words   such   as   "may,"   "will,"   "expects,"   "intends,"
"anticipates," "estimates," or "continues" or the negative thereof or variations
thereon or comparable  terminology.  The following factors are among the factors
that could cause actual results to differ  materially  from the  forward-looking
statements:  Rentrak's  ability to  continue  to market the Pay Per  Transaction
("PPT") System successfully,  the financial stability of participating retailers
and their performance of their  obligations under the PPT System,  nonrenewal or
early termination of Rentrak's line of credit; business conditions and growth in
the  video  industry  and  general  economic   conditions,   both  domestic  and
international;  competitive factors, including increased competition,  expansion
of revenue sharing programs other than the PPT System by program suppliers,  new
technology and the continued  availability  of prerecorded  videocassettes  from
program suppliers. We refer you to the documents that Rentrak files from time to
time with the Securities and Exchange  Commission,  such as Rentrak's Forms 10-Q
and 10-K, which contain additional important factors that could cause its actual
results to differ from its  current  expectations  and from the  forward-looking
statements contained in the information in this report (including the exhibit).

               Rentrak does not have, and expressly disclaims, any obligation to
release  publicly  any updates or any changes in Rentrak's  expectations  or any
changes in events,  conditions  or  circumstances  on which any  forward-looking
statement is based.



                                       -2-
<PAGE>


                                   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 thereunto duly authorized.

                                    RENTRAK CORPORATION


Dated: November 30, 2000            By:   /s/ Mark L. Thoenes
                                         ---------------------------------------
                                            Mark L. Thoenes
                                            Chief Financial Officer



                                       -3-
<PAGE>

                                  EXHIBIT INDEX


99.1    Letter to shareholders dated November 30, 2000.


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