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):
August 25, 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.
At the Annual Meeting of Shareholders of Rentrak Corporation ("Rentrak") held on
August 25, 2005, Rentrak's shareholders approved the Rentrak 2005 Stock
Incentive Plan (the "2005 Plan"). The 2005 Plan will replace Rentrak's 1997
Non-Officer Employee Stock Option Plan and its 1997 Equity Participation Plan
(the "Prior Plans"). Under the 2005 Plan, Rentrak may grant incentive or
nonqualified stock options, stock appreciation rights, restricted stock or units
with time-based vesting, performance shares with vesting tied to performance
goals, and other equity-based awards to eligible participants, including
Rentrak's officers, other key employees, nonemployee directors of Rentrak or its
subsidiaries, and certain consultants. Up to a total of 1,000,000 shares of
Rentrak common stock may be issued pursuant to awards granted under the 2005
Plan, subject to adjustment for changes in capitalization. In addition, shares
covered by outstanding stock options under the Prior Plans that are cancelled,
terminated, or otherwise expire without being exercised will become available
for new grants under the 2005 Plan.
The above summary description of the 2005 Plan is qualified in its entirety by
the full text of the 2005 Plan, a copy of which is filed as Exhibit 10.1 to this
report and incorporated by reference. A more detailed summary of the 2005 Plan
was also included in Rentrak's definitive proxy statement filed under cover of
Schedule 14A with the Securities and Exchange Commission on July 19, 2005.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
The following exhibit is filed with this Form 8-K:
10.1 Rentrak Corporation 2005 Stock Incentive Plan.
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: August 30, 2005 By: /s/ Mark L. Thoenes
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Mark L. Thoenes
Senior Vice President and
Chief Financial Officer
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