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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Under Rule 14a-12
RENTRAK CORPORATION
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Rentrak v. Don Kundinger, et al.
As reported in Rentrak's proxy statement for its 2000 Annual Meeting of
Shareholders, a group of dissident shareholders who purport to be members of a
group identifying itself as the Committee for Achievement of Rentrak Excellence
(the "Shareholder Group") have asserted counterclaims against Rentrak, its
directors, Rentrak Japan, K.K. and Culture Convenience Club Co., Ltd. alleging,
among other things, that Rentrak and the other defendants have violated Section
13(d) of the Securities Exchange Act of 1934 by failing to file a Schedule 13D
within 10 days after they allegedly formed a group to acquire Rentrak stock with
the purpose or effect of influencing control of Rentrak and that Rentrak
improperly granted loans to Ron Berger and Kim Cox to enable them to exercise
certain of their stock options for the purpose of defeating the Shareholder
Group in the impending proxy fight for control of Rentrak. On August 1, 2000,
the counterclaimants filed a motion seeking a preliminary injunction enjoining
all Rentrak directors and Mr. Cox from voting the shares of Rentrak common stock
acquired on and after May 30, 2000, including shares recently acquired by them
through the exercise of vested stock options pursuant to the Company's stock
option loan program.
On August 18, 2000, the United States District Court in Portland held a
hearing on the Shareholder Group's motion for preliminary injunction. At the
conclusion of the hearing the court orally issued a tentative ruling that it
would enter a preliminary injunction enjoining Mr. Berger and Mr. Cox from
voting the shares that they acquired through the exercise of stock options
pursuant to the loan program at the annual meeting. The court ordered the
parties to submit further briefing on the issue of the amount of a bond to be
required to be posted by the Shareholder Group before the court's order for a
preliminary injunction would be entered. In the event that the court issues a
preliminary injunction, the terms of the injunction would be set forth in the
court's order. The court scheduled a hearing for September 8, 2000 for further
argument on the issue, although it stated that the court may act on the matter
on the basis of the briefings to be submitted by the parties without holding a
further hearing. Rentrak intends to submit a brief arguing that a preliminary
injunction should not issue and that a bond in a substantial amount is necessary
before any injunction should issue. Rentrak anticipates that the Shareholder
Group will argue that no bond is necessary or that a bond only in a nominal
amount should be required. Rentrak also intends to ask the court to conduct a
trial as quickly as possible so that the court could make a final ruling prior
to the scheduled date of the Annual Meeting.
