UNITED STATES
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):
January 3, 2005
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RENTRAK CORPORATION
(Exact name of registrant as specified in charter)
Oregon
(State or other jurisdiction of incorporation)
0-15159 93-0780536
(Commission File Number) (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
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Renewed Line of Credit
On January 3, 2005, Rentrak Corporation (the "Company") renewed its
secured revolving line of credit with Wells Fargo Bank, National Association
(the "Line of Credit"). The Line of Credit was to expire September 1, 2004, but
was extended, pursuant to its terms, through January 3, 2005, and renewed at
that time with a maturity date of December 1, 2005.
The Line of Credit was increased from $2,000,000 to $6,000,000. The
renewed Line of Credit continues to be secured by substantially all of the
Company's assets, and interest on the Line of Credit continues to be calculated
at the Company's choice of the bank's prime interest rate minus 0.5 percent or
LIBOR plus 2 percent. The terms of the renewed Line of Credit include certain
financial covenants requiring: (1) consolidated pre-tax income of not less than
$1.00 for each fiscal quarter beginning with the quarter ended March 31, 2005,
and consolidated after-tax income of not less than $1.00 on an annual basis,
determined at fiscal year end; (2) a minimum current ratio of 1.5:1.0, measured
quarterly; and (3) a maximum debt-to-tangible net worth ratio of 1.5:1.0,
measured quarterly.
Option Grant
On February 9, 2005, the Company granted Paul A. Rosenbaum, the
Company's Chairman, President, and Chief Executive Officer, an employee stock
option to purchase 75,000 shares of the Company's common stock at an exercise
price of $10.50 per share, the closing stock price on that day. The option vests
in four equal annual installments beginning February 9, 2006, and expires
February 9, 2012.
Amendment to Employment Agreement
Effective February 10, 2005, the Company amended the employment
agreement between the Company and Ronald Giambra, Senior Vice President,
Theatrical. The amendment extends the term of the agreement for one additional
year so that the agreement will expire June 30, 2007. Other terms of the
agreement continue unchanged. A copy of the amendment is filed as Exhibit 10.1
to this report and incorporated by reference.
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On February 14, 2005, Rentrak Corporation issued a press release
announcing its financial results for the third fiscal quarter ended December 31,
2004. A copy of the press release is furnished as Exhibit 99.1 to this report
and incorporated by reference.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
The following exhibit is filed with this report on Form 8-K:
10.1 Amendment No. 2 to the Employment Agreement dated July 1,
2002, between the Company and Ronald Giambra.
The following exhibit is furnished with this report on Form 8-K:
99.1 Press Release dated February 14, 2005.
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
Dated: February 15, 2005 By: /s/ Mark L. Thoenes
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Mark L. Thoenes
Senior Vice President, Chief
Financial Officer, and Secretary
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