-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CY8wiHM7TCJ+l4nhQyQ6IBR9b8CqvF0thUyEiB6lIVRQCnHsfVsz5qYxPezFXahX CHmxKqymm2o2PMYoG69HOg== 0000892917-01-000018.txt : 20010418 0000892917-01-000018.hdr.sgml : 20010418 ACCESSION NUMBER: 0000892917-01-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010417 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010417 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RENTRAK CORP CENTRAL INDEX KEY: 0000800458 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE DISTRIBUTION [7822] IRS NUMBER: 930780536 STATE OF INCORPORATION: OR FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-15159 FILM NUMBER: 1604337 BUSINESS ADDRESS: STREET 1: ONE AIRPORT CTR STREET 2: 7700 N E AMBASSADOR PL CITY: PORTLAND STATE: OR ZIP: 97220 BUSINESS PHONE: 5032847581 MAIL ADDRESS: STREET 1: 7227 NE 55TH AVENUE CITY: PORTLAND STATE: OR ZIP: 97218 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL VIDEO INC DATE OF NAME CHANGE: 19881004 8-K 1 0001.txt CURRENT REPORT 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): April 2, 2001 --------------- 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 -2- 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. -3- 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 --------------------------------------- Mark L. Thoenes Chief Financial Officer -4- EXHIBIT INDEX 2. Agreement Concerning Changes to Business Cooperation Agreement (Framework) between Rentrak Japan Co., Ltd. and Rentrak Corporation. EX-2 2 0002.txt AGREEMENT CONCERNING CHANGES AGREEMENT CONCERNING CHANGES TO BUSINESS COOPERATION AGREEMENT (FRAMEWORK) Rentrak Japan Co., Ltd. (herein "RTK/J") and Rentrak Corporation (herein "RTK/US") agree to the following changes (herein "Agreement") concerning the Business Cooperation Agreement (Framework) entered into as of November 2, 1998. Article 1 (Transfer of RTK/J Territories) Effective April 1, 2001, RTK/US transfers to RTK/J the rights to implement the PPT System (herein "Operating Rights within the Territories") in the geographical areas (herein "Territories") listed below, with due compensation. Both parties mutually confirm that the Operating Rights within the Territories are permanently and exclusively the property of RTK/J. RTK/US shall respect the Territories of RTK/J, and not enter newly into business alliances, licenses, or other involvement with third parties besides RTK/J in the Territories in connection with the PPT system. LIST OF TERRITORIES Japan, Philippines, Singapore, Taiwan, Hong Kong, Republic of Korea, Democratic People's Republic of Korea, People's Republic of China, Thailand, Indonesia, Malaysia, Vietnam Article 2 (Consideration for Transfer) 1. Consideration for the transfer of Operating Rights within the Territories described in the preceding Article shall be the sum of figures provided in (1) through (3) following. Payment by RTK/J to RTK/US shall comprise actual cash for the figure in (1), while the figures in (2) and (3) are deemed part of consideration for transfer with RTK/J abandoning its creditor rights: (1) $5.65 million US: no later than April 2, 2001. (2) Separately from payment described in (1) above, of the $2.5 million US royalties paid in advance by RTK/J to RTK/US on December 16, 1999, effective April 1, 2001 RTK/J abandons its rights to demand the return of any sums available for royalties accruing on or after April 1, 2001. Royalties prior to March 31, 2001 have been paid in accordance with the Business Cooperation Agreement (Framework), and RTK/J affirms that it has no rights to demand their return. (3) Separately from payment described in (1) above, effective April 1, 2001 RTK/J abandons its rights to demand the return of all monies accrued to RTK/J from RTK/US based on the "RIC Dissolution Agreement" dated September 30, 2000 between both parties. (4) In abandoning its rights as described in (2) and (3) above, RTK/J warrants that it has not transferred any of these rights to any third party, and agrees to hold RTK/US harmless from any attempted assertion of any of these rights by any third party. 2. Subject to receipt of the amounts established in the previous paragraph, RTK/US shall neither demand any other monies from RTK/J, nor dispute the validity of this Agreement with RTK/J. 3. In accordance with the provisions in the previous paragraph, RTK/J shall not demand the return of any fees or royalties paid to RTK/US. Article 3 (Transfer of Trademark Rights, Copyrights, and the like at no charge) 1. Effective April 1, 2001, RTK/US transfers to RTK/J at no charge the trademark rights in Japan listed below that currently are retained by RTK/US. RTK/J will prepare documents for the Japanese Patent Office necessary to change the registered titles of these trademark rights, and furnish them to RTK/US. RTK/US shall process said documents and send them to RTK/J within 10 days, with RTK/J to be responsible for the filing of the said documents. (1) "RENTRAK" (Registration no. 2489145 and Application no. SHO GAN HEI 10- 61414) (2) "PPT" (Registration no. 3265459) (3) "PAY PER TRANSACTION" (Registration no. 2489175) (4) "B" (Registration no. 4327842) (5) "ONTRAK" (Registration no. 4305663) (6) "RPM" (Registration no. 4177101) (7) "FASTRAK" (Registration no. 3361224) (8) "BLOWOUT VIDEO" (Registration no. 3324535) (9) "BLOWOUT JAPAN" (Registration no. 4327840) (10) "BLOWOUT" (Registration no. 4327841) 2. Effective April 1, 2001, RTK/US transfers to RTK/J the rights to use all intellectual property rights associated with the PPT System (including copyrights and know-how, but excluding trademark rights transferred at no charge according to the section 1 above) within the RTK/J Territories specified in Article 1, and may not hinder their free usage (including acts of creating derivatives and modifications) by RTK/J or its designees in the Territories. These usage rights, which RTK/US unilaterally may not cancel or change, shall be exclusive with unlimited duration. Nothing in this Agreement is intended to transfer or grant to RTK/J any intellectual property or other rights outside of the Territories. Article 4 (Equal Partnership) Effective April 1, 2001, both parties terminate the Business Cooperation Agreement (Basic Framework) dated November 2, 1998 between both parties as a step to the future, continue severally to place efforts toward business advancement of the PPT System under amicable and trusting relations as equal partners, and cooperate mutually to the maximum extent possible. In addition, except for this Agreement and the agreements provided for in the Attachment dated March 16, 2001, all contracts and agreements existing prior to April 1, 2001 between the parties to this Agreement, whether or not there are additional parties thereto, are hereby terminated as of April 1, 2001, and are of no further force and effect, with neither party having any further obligation to the other. Article 5 (Additional Covenants) For transitioning to equal partner relations, which is the purpose of the Agreement, both parties affirm, in accordance with the Attachment as of the date hereof, the purchase and sale of mutually cross-owned stock subject to formal agreement hereafter, and express their tentative agreement thereto. Article 6 (Payments) All payments to RTK/US under this Agreement and the agreements provided for in this Agreement and in the Attachment shall be made in full without any withholding whatsoever. Article 7 (Applicable Law of Agreement) The Agreement shall conform to the laws of Japan. Article 8 (Dispute Resolution) Any dispute between the parties concerning the interpretation or performance of the Agreement shall be settled by arbitration in Tokyo, Japan. The arbitration shall be administered by the Japan Commercial Arbitration Association according to its applicable rules. The award thereof shall be final and binding upon both parties. Judgment upon such award may be entered into Tokyo District Court of Tokyo, or Multnomah County, Oregon, Circuit Court, each of which shall have jurisdiction. Any arbitration shall be conducted before three arbitrators, provided that one arbitrator (who may be a resident and citizen of any country) shall be chosen by each party, and the third arbitrator (who shall be the chairman) shall be chosen by the two party-appointed arbitrators and shall be a resident and citizen of a third country other than the country of the two party-appointed arbitrators. Simultaneous interpretation of Japanese into English shall occur at arbitration. This Agreement is written in both the English and Japanese languages, each in two originals, one for each party. Both language versions are controlling originals and shall have the same legal effect. As witness to the above, representatives of both parties shall sign below. Date: March 16, 2001 /s/ Takaaki Kusaka /s/ Paul A. Rosenbaum - -------------------------------- ------------------------------------ Takaaki Kusaka, President Paul A. Rosenbaum, Chairman and CEO Rentrak Japan Co., Ltd. Rentrak Corporation Yebisu Garden Place Tower 35th Fl. 7700 NE Ambassador Place 4-20-3 Ebisu, Shibuya-ku, Tokyo Portland OR 97220 Japan U.S.A. ATTACHMENT The Additional Covenants stipulated in Article 5 of the Agreement are as follows: Article 1 (Purchase Agreement of RTK/J Stock) 1. RTK/US will sell 300,000 shares of RTK/J stock held by RTK/US to So-Tsu Co., Ltd., for 480 million yen (1,600 yen per share). 2. So-Tsu Co., Ltd., will disburse to RTK/US the aforesaid purchase price no later than April 2, 2001. RTK/US will deliver the stock certificates of the aforesaid stock, currently under safekeeping of RTK/J, in exchange for receipt of the subject purchase monies. Article 2 (Purchase Agreement of RTK/US Stock) 1. RTK/J and Culture Convenience Club Co., Ltd., will sell to RTK/US their combined 1,004,000 shares of RTK/US stock (614,000 shares held by RTK/J and 390,000 shares held by Culture Convenience Club) for a total sum of $3,890,500 US ($3.875 per share). 2. RTK/US will disburse to RTK/J the aforesaid purchase price no later than April 2, 2001, whereby RTK/J will receive these funds on behalf of Culture Convenience Club. RTK/J and Culture Convenience Club will deliver the stock certificates of the aforesaid stock in exchange for the subject purchase monies. Article 3 (Transfer of 3PF stock) RTK/US desires to transfer to So-Tsu Co., Ltd., certain shares of stock of RTK/US's subsidiary 3PF.Com, Inc., and So-Tsu Co., Ltd., approves this. Class and quantity of stock: 17,000 shares, common; 1% of total issued, outstanding stock Payment figure: $1 million U.S. Payment deadline: April 27, 2001 Article 4 (Formal Purchase Agreements) Purchase agreements described in Articles 1 through 3 of these Additional Covenants shall gain full force and effect under the statutes upon written signature to instruments applied by board members with authority from all parties to the contracts, including Rentrak Corporation, Rentrak Japan Co., Ltd., So-Tsu Co., Ltd., and Culture Convenience Club Co., Ltd. -----END PRIVACY-ENHANCED MESSAGE-----