SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
April 2, 2001
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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
Item 2. Acquisition or Disposition of Assets.
On April 2, 2001, the registrant transferred exclusive rights to
implement its PPT(R) system within specified countries in the Far East,
including related trademark and other intellectual property rights, to Rentrak
Japan Co., Ltd. ("Rentrak Japan"), which distributes video cassettes, DVDs, and
video games on a revenue-sharing basis throughout Japan. In exchange for the
transfer, Rentrak Japan made a lump sum cash payment of $5.65 million and
released certain payment obligations of the registrant totaling $2.1 million. As
a part of the transaction, Rentrak Japan's obligation to pay annual royalties to
the registrant in connection with use of its PPT system was terminated.
The registrant concurrently sold to So-Tsu Co., Ltd. ("So-Tsu"),
an entity affiliated with Rentrak Japan, 300,000 shares of Rentrak Japan stock,
or approximately 5.6 percent of the outstanding Rentrak Japan shares, in
exchange for a cash payment of $4.0 million. The registrant also repurchased
from Rentrak Japan 614,000 shares of the registrant's common stock for a cash
payment of $2.4 million, or $3.875 per share. The registrant repurchased an
additional 390,000 shares of its common stock for the same price per share, or a
total of $1.5 million, from Culture Convenience Club Co., Ltd., an entity
affiliated with Rentrak Japan. The registrant also has the right to, and upon
the occurrence of certain conditions will be required to, sell its remaining
180,000 shares of Rentrak Japan stock, representing approximately 3.4 percent of
the outstanding Rentrak Japan shares, for a minimum payment of 1,600 yen per
share (currently approximately $2.4 million in total). Finally, the registrant
has agreed to sell to So-Tsu, and So-Tsu has agreed to purchase, 1 percent of
the registrant's equity interest in its wholly owned subsidiary 3PF.Com, Inc.,
for a cash payment of $1 million, which transaction is expected to be completed
during the registrant's 2001 first fiscal quarter.
The terms of the transactions between the registrant and Rentrak
Japan and its affiliates were negotiated at arm's length. Dr. Joon S. Moon, a
director of the registrant, will receive a fee totaling approximately $241,500
for his services in negotiating the transaction. Takaaki Kusaka, Representative
Director and President of Rentrak Japan, resigned as a director of the
registrant in connection with the transactions described above.
Forward-Looking Statements
Certain information included in 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 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 the registrant files from time to time with the Securities
and Exchange
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Commission, such as its 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.
Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
Exhibit 2. Agreement Concerning Changes to Business Cooperation
Agreement (Framework) between Rentrak Japan Co., Ltd., and
Rentrak Corporation.
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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: April 17, 2001 By: /s/ Mark L. Thoenes
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Mark L. Thoenes
Chief Financial Officer
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EXHIBIT INDEX
2. Agreement Concerning Changes to Business Cooperation Agreement
(Framework) between Rentrak Japan Co., Ltd. and Rentrak Corporation.