comScore, Inc. (NASDAQ:SCOR) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
On February7, 2017, the Board of Directors (the Board) of
comScore, Inc. (the Company) adopted a rights plan (the Plan) and
declared a dividend to the Companys stockholders of record as of
the close of business on February18, 2017 (the Record Date), for
each outstanding share of the Companys common stock, par value
$0.001 per share (Common Stock), of one right (a Right) to
purchase one one-hundredth of a share of the Companys preferred
stock. The terms of the Plan and the Rights are set forth in a
Tax Asset Protection Rights Agreement, dated as of February8,
2017 (the Tax Asset Protection Agreement), by and between the
Company and American Stock Transfer Trust Company, LLC, as rights
agent. The Plan contains a provision requiring an independent
committee of the Board to review once every twelve months whether
maintaining the Plan continues to be in the best interests of the
stockholders. The Company intends to seek stockholder approval of
the Tax Asset Protection Agreement, as well as stockholder
approval of an amendment to its amended and restated certificate
of incorporation that would implement stock transfer
restrictions, at its 2017 annual meeting of stockholders.
The purpose of the Plan is to preserve the Companys ability to
utilize its net operating loss (NOL) carryforwards and other
significant tax attributes (collectively, the Tax Benefits) to
offset future taxable income in the United States. The Companys
ability to utilize its Tax Benefits to offset future taxable
income may be significantly limited if the Company experiences an
ownership change within the meaning of Section382 of the Internal
Revenue Code of 1986, as amended (the Code). In general, an
ownership change will occur when the percentage of the Companys
ownership by one or more 5-percent shareholders (as defined in
the Code) has increased by more than 50 percent over the lowest
percentage owned by such stockholders at any time during the
prior three years. The Plan is designed to reduce the likelihood
of an ownership change that would limit the utilization of the
Companys Tax Benefits. However, the Plan does not eliminate the
risk of such an ownership change.
In general terms, the Plan imposes a significant penalty upon any
person or group that acquires beneficial ownership (defined
generally as direct or constructive ownership as determined under
Section382 of the Code) of 4.99% or more of the outstanding
Common Stock without the prior approval of the Board. Any Rights
held by a person or group that acquires a percentage of Common
Stock in excess of that threshold (an Acquiring Person) are void
and may not be exercised.
The following description of the Plan and the Rights is qualified
in its entirety by reference to the full text of the Tax Asset
Protection Agreement (including the exhibits thereto), a copy of
which is attached as Exhibit 4.1 hereto and is incorporated
herein by this reference.
The Rights. If the Rights become
exercisable, each Right would allow its holder to purchase from
the Company one one-hundredth of a share of the Companys Series A
Junior Participating Preferred Stock (Series A Preferred Stock)
for a purchase price of $120.00. Each fractional share of Series
A Preferred Stock would give the stockholder approximately the
same dividend, voting and liquidation rights as does one share of
Common Stock. Prior to exercise, however, a Right does not give
its holder any dividend, voting or liquidation rights.
Exercisability. The Rights will not be
exercisable until the earlier of:
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10 days after a public announcement by the Company that a person or group has become an Acquiring Person; and |
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10 business days (or a later date determined by our board of directors) after a person or group begins a tender or exchange offer that, if completed, would result in that person or group becoming an Acquiring Person. |
Until the date that the Rights become exercisable (the
Distribution Date), Common Stock certificates will also evidence
the Rights and will contain a notation to that effect. Any
transfer of shares of Common Stock prior to the Distribution Date
will constitute a transfer of the associated Rights. After the
Distribution Date, the Rights will separate from the Common Stock
and be evidenced by Right certificates, which the Company will
mail to all holders of Rights that have not become void.
After the Distribution Date, if a person or group already is or
becomes an Acquiring Person, all holders of Rights, except the
Acquiring Person, may exercise their Rights upon payment of the
purchase price to purchase shares of Common Stock (or other
securities or assets as determined by the Board) with a market
value of two times the purchase price (a Flip-in Event).
After the Distribution Date, if a Flip-in Event has already
occurred and the Company is acquired in a merger or similar
transaction, all holders of Rights except the Acquiring Person
may exercise their Rights upon payment of the purchase price, to
purchase shares of the acquiring or other appropriate entity with
a market value of two times the purchase price of the Rights.
Rights may be exercised to purchase Series A Preferred Stock only
after the Distribution Date occurs and prior to the occurrence of
a Flip-in Event as described above. A Distribution Date resulting
from the commencement of a tender offer or exchange offer as
described in the second bullet point above could precede the
occurrence of a Flip-in Event, in which case the Rights could be
exercised to purchase Series A Preferred Stock. A Distribution
Date resulting from any occurrence described in the first bullet
point above would necessarily follow the occurrence of a Flip-in
Event, in which case the Rights could be exercised to purchase
shares of Common Stock (or other securities or assets) as
described above.
Exempted Persons and Exempted
Transactions. The Board recognizes that there may
be instances when an acquisition of Common Stock that would cause
a stockholder to become an Acquiring Person may not jeopardize
the availability of the Tax Benefits to the Company. Accordingly,
the Plan grants discretion to the Board to designate a person as
an Exempt Person or to designate a transaction involving Common
Stock as an Exempt Transaction. An Exempt Person cannot become an
Acquiring Person under the Plan. The Board can revoke an Exempt
Person designation if it subsequently makes a contrary
determination regarding whether a transaction by such person may
jeopardize the availability of the Tax Benefits to the Company.
Expiration. The Rights will expire on
the earliest of (i)February7, 2020, the third anniversary of the
action of the Board adopting the Plan, or such earlier date as of
which the Board determines that the Plan is no longer necessary
for the preservation of the Companys Tax Benefits, (ii)the time
at which the Rights are redeemed, (iii)the time at which the
Rights are exchanged, (iv)the effective time of the repeal of
Section382 of the Code if the Board determines that the Plan is
no longer necessary for the preservation of the Companys Tax
Benefits, (v)the first day of a taxable year to which the Board
determines that no Tax Benefits may be carried forward, and
(vi)the day following the certification of the voting results of
the Companys 2017 annual meeting of stockholders, if stockholder
ratification of the adoption of the Plan has not been obtained
prior to that date.
Redemption. The Board may redeem all
(but not less than all) of the Rights for a redemption price of
$0.001 per Right at any time before the later of the Distribution
Date and the date of the first public announcement or disclosure
by the Company that a person or group has become an Acquiring
Person. Once the Rights are redeemed, the right to exercise
Rights will terminate, and the only right of the holders of
Rights will be to receive the redemption price. The redemption
price will be adjusted if the Company declares a stock split or
issues a stock dividend on Common Stock.
Exchange. After the later of the
Distribution Date and the date of the first public announcement
by the Company that a person or group has become an Acquiring
Person, but before an Acquiring Person owns 50% or more of the
outstanding Common Stock, the Board may exchange each Right
(other than Rights that have become void) for one share of Common
Stock or an equivalent security.
Anti-Dilution Provisions. The Board may
adjust the purchase price of the Series A Preferred Stock, the
number of shares of Series A Preferred Stock issuable and the
number of outstanding Rights to prevent dilution that may occur
as a result of certain events, including, among others, a stock
dividend, a stock split or a reclassification of the Series A
Preferred Stock or Common Stock. No adjustments to the purchase
price of less than one percent will be made.
Amendments. Before the time Rights
cease to be redeemable, the Board may amend or supplement the
Plan without the consent of the holders of the Rights, except
that no amendment may decrease the redemption price below $0.001
per Right. At any time thereafter, the Board may amend or
supplement the Plan to cure an ambiguity, to alter time period
provisions, to correct inconsistent provisions or to make any
additional changes to the Plan, but
only to the extent that those changes do not impair or adversely
affect the interests of the holders of Rights and do not result
in the Rights again becoming redeemable. The limitations on the
Boards ability to amend the Plan does not affect the Boards power
or ability to take any other action that is consistent with its
fiduciary duties, including without limitation accelerating or
extending the expiration date of the Rights, making any amendment
to the Plan that is permitted by the Plan or adopting a new plan
with such terms as the Board determines in its sole discretion to
be appropriate.
| Item3.03 |
Material Modification to Rights of Security Holders. |
The information set forth under Item1.01 hereof is incorporated
into this Item3.03 by this reference.
| Item5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February8, 2017, the Company filed with the Secretary of State
of the State of Delaware a Certificate of Designation of Series A
Junior Participating Preferred Stock (the Certificate of
Designation) to create the Series A Preferred Stock. The
description of the rights of the SeriesA Preferred Stock set
forth in Item1.01 hereof is incorporated into this Item5.03 by
this reference. A copy of the Certificate of Designation is
attached as Exhibit 3.1 hereto and is incorporated herein by this
reference.
| Item8.01 | Other Events. |
On February8, 2017, the Company issued a press release in
connection with the adoption of the Plan. A copy of the press
release is attached as Exhibit 99.1 hereto and is incorporated
herein by this reference.
| Item9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit Number |
Description |
|
| 3.1 |
Certificate of Designation of Series A Junior Participating Preferred Stock of comScore, Inc., as filed with the Secretary of State of the State of Delaware on February9, 2017. |
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| 4.1 |
Tax Asset Protection Rights Agreement, dated as of February 8, 2017, between comScore, Inc. and American Stock Transfer Trust Company, LLC, as Rights Agent (including the form of Certificate of Designation of Series A Junior Participating Preferred Stock attached as Exhibit A thereto, the form of Rights Certificate attached as Exhibit B thereto and the Summary of Rights to Purchase Preferred Stock attached as Exhibit C thereto). |
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| 99.1 | Press Release dated February 8, 2017. |
About comScore, Inc. (NASDAQ:SCOR)
comScore, Inc. is a cross-platform measurement company. The Company provides independent data, metrics, products and services to clients in the media, advertising and marketing industries. The Company delivers digital media analytics that help content owners and advertisers understand the composition of consumer media audiences, and also helps marketers understand the performance and effectiveness of advertising targeted at these audiences. The Company measures what people do as they navigate the digital world across multiple technology platforms and devices, including smartphones, tablets, televisions and desktop computers. The Company’s technology measures consumer interactions with digital media, including Websites, applications, video programming and advertising. Its solutions include Audience Analytics, Activation, Advertising Analytics and Movies Worldwide. The Company’s Audience Analytics products include MMX, Video Metrix, Mobile Metrix, qSearch and OnDemand Essentials. comScore, Inc. (NASDAQ:SCOR) Recent Trading Information
comScore, Inc. (NASDAQ:SCOR) closed its last trading session up +0.03 at 23.01 with 16,723,867 shares trading hands.