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):
June 17, 2003
---------------
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
-1-
Item 5. Other Events and Required FD Disclosures.
The registrant entered into a definitive agreement on June 17, 2003,
to sell substantially all of the assets of its fulfillment subsidiary 3PF.COM,
Inc. ("3PF"), at 3PF's leased warehouse facility in Wilmington, Ohio, and a
portion of 3PF's working capital, to Old Trail Printing Company of Columbus,
Ohio, for cash totaling $800,000. The agreement also provides for the buyer's
assumption of, and the release of 3PF and Rentrak from, all obligations under
the facility lease, to which the lessor has consented. The transaction does not
affect 3PF's Columbus, Ohio, warehouse facility. Closing of the transaction is
expected to occur during the registrant's second fiscal quarter ending September
30, 2003. The registrant intends to complete its exit from the fulfillment
business as soon as practicable. A copy of the press release announcing the
asset sale is attached as Exhibit 99.1 to this report.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) The following exhibits are included with this report:
99.1 Press release issued June 17, 2003, announcing agreement
to sell 3PF assets.
99.2 Press release issued June 17, 2003, announcing results of
operations for the three months and twelve months ended
March 31, 2003.
Item 9. Regulation FD Disclosure.
On June 17, 2003, the registrant issued a press release announcing
its results of operations for the three months and twelve months ended March 31,
2003. The press release included as Exhibit 99.2 and the discussion included in
this item are intended to be included under "Item 12. Results of Operations and
Financial Condition" and are included under this Item 9 in accordance with
Securities and Exchange Commission ("SEC") Release No. 33-8216. This discussion,
as well as the press release, shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934 or incorporated by reference
in any filing under the Securities Act of 1933 or the Securities Exchange Act of
1934.
-2-
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: June 24, 2003 By: /s/ Mark L. Thoenes
-----------------------------------------
Mark L. Thoenes
Senior Vice President and Chief Financial Officer
-3-
EXHIBIT INDEX
99.1 Press release issued June 17, 2003, announcing agreement to sell assets of
3PF.COM, Inc.
99.2 Press release issued June 17, 2003, announcing results of operations for
the three months and twelve months ended March 31, 2003.