RENTRAK CORP
8-K, 2000-10-05
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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): September 20, 2000

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

           OREGON                     0-15159                   93-0780536
(State or other jurisdiction     (SEC File Number)            (IRS Employer
     of incorporation)                                      Identification No.)

                               ONE AIRPORT CENTER
                           7700 N.E. AMBASSADOR PLACE
                             PORTLAND, OREGON 97220
                                 (503) 284-7581
               (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)



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<PAGE>


Item 1.  Changes in Control of Registrant.

On September 20, 2000, Rentrak Corporation ("Rentrak") announced the preliminary
results of the vote at its Annual Meeting of Shareholders  held on September 19,
2000.  Following a proxy  contest,  shareholders  of Rentrak  voted to elect all
nominees of the Committee for the Achievement of Rentrak Excellence  ("CARE") to
the Board of Directors of Rentrak,  thereby  replacing  the  incumbent  Board of
Directors.  Rentrak's new Board of Directors consists of Cecil D. Andrus, George
H. Kuper, Joon S. Moon, James G. Petcoff, and Paul A. Rosenbaum.

The members of CARE were Michael J. Annechino, Mark A. Brown, Thomas S. Cousins,
Jr.,  Gordon  A.  Reck,  Donald  W.  Remlinger,  Paul  A.  Rosenbaum,  David  R.
Rosencrantz,  M.D., Guy R. Wolcott,  and Frederick L. Zehnder, who together held
approximately  9.1 percent of the outstanding  Rentrak common stock. The members
of CARE filed  Amendment No. 3 to Schedule 13D with the  Securities and Exchange
Commission on October 4, 2000,  reporting the  dissolution  of their "group" for
purposes of Section 13(d) of the Securities Exchange Act of 1934.

                                    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


    October 5, 2000                By:  /s/ Paul A. Rosenbaum
    ---------------                     ------------------------------------
        (Date)                          Paul A. Rosenbaum, Chairman and
                                        Chief Executive Officer




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