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):
June 9, 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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On June 9, 2005, Rentrak Corporation ("Rentrak") issued a press release
announcing its financial results for its fourth fiscal quarter and full fiscal
year ended March 31, 2005. A copy of the press release is furnished as Exhibit
99.1 to this report and incorporated by reference.
ITEM 7.01. REGULATION FD DISCLOSURE.
On June 9, 2005, Rentrak held an earnings conference call regarding financial
results for its fourth fiscal quarter and full fiscal year ended March 31, 2005.
During the conference call, Paul A. Rosenbaum, Rentrak's President and Chief
Executive Officer, commented on Rentrak's recently-completed evaluation of its
internal control over financial reporting under Section 404 of the
Sarbanes-Oxley Act of 2002. He indicated that management's assessment of
internal control over financial reporting in its Annual Report on Form 10-K for
the fiscal year ended March 31, 2005, to be filed with the Securities and
Exchange Commission will describe a material weakness that existed at March 31,
2005. The material weakness related to an error in Rentrak's financial records
that was identified in the course of Rentrak's audit process during the past few
weeks. Mr. Rosenbaum stated that the source of the error has been identified and
management believes the material weakness has been resolved and proper
safeguards against its recurrence have been put in place. He further stated that
Grant Thornton LLP, Rentrak's independent auditors, concur in Rentrak's
assessment of its internal control and their opinion on Rentrak's audited
financial statements does not contain any qualifications or limitations.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
The following exhibit is furnished with this Form 8-K:
99.1 Press Release dated June 9, 2005.
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 9, 2005 By: /s/ Mark L. Thoenes
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Mark L. Thoenes
Senior Vice President and
Chief Financial Officer
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