comScore, Inc. (NASDAQ:SCOR) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02 Unregistered Sales of Equity Securities.
On June 7, 2018, the United States District Court for the Southern District of New York (the “Court”) entered separate orders (the “Orders”) granting final approval of:
the settlement, as set forth in a stipulation and agreement of settlement (the “Class Action Settlement Agreement”), of the consolidated securities class action captioned Fresno County Employees’ Retirement Association et al. v. comScore, Inc. et al., No. 1:16-cv-01820-JGK (S.D.N.Y.) (the “Class Action”); and
the settlement, as set forth in a stipulation of settlement (the “Derivative Actions Settlement Agreement” and, together with the Class Action Settlement Agreement, the “Settlement Agreements”), of the derivative actions captioned In re comScore, Inc. Shareholder Derivative Litigation, No. 1:16-cv-09855-JGK (S.D.N.Y.) (the “Federal Action”), In re comScore, Inc. Virginia Shareholder Derivative Litigation, No. CL-2016-0009465 (Va. Cir. Ct. Fairfax Cnty.) (the “Virginia Action”) and Assad v. Fulgoni, et al., No. CL-2017-0005503 (Va. Cir. Ct., Fairfax Cnty.) (the “Assad Action” and, together with the Federal Action and the Virginia Action, the “Derivative Actions”).
The Settlement Agreements were subject to final approval by the Court and, upon entry of the Orders by the Court on June 7, 2018, became fully and finally approved. The Orders provide for the full and final settlement of the Class Action and the Derivative Actions and all related claims according to the terms of the applicable Settlement Agreement. The Derivative Actions Settlement Agreement also provides for the dismissal of the Virginia Action and the Assad Action in Virginia state court at a later date.
to the terms of the Class Action Settlement Agreement, the Company will issue to a settlement fund for the benefit of authorized claimants 3,669,444 shares of common stock of the Company, par value $0.001 per share (“Common Stock”), which shares were valued at $82,768,472.80.
to the terms of the Derivative Actions Settlement Agreement, which provided for the implementation of certain corporate governance reforms and a payment to the Company of $10.0 million in insurance proceeds, the Company will issue to Robbins Geller Rudman & Dowd LLP, plaintiffs’ lead counsel, 354,671 shares of Common Stock as payment of attorneys’ fees, which shares were valued at $8,000,000.
The Company previously disclosed the terms of the Settlement Agreements, including the pending share issuances, in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 and its Annual Report on Form10-K for the year ended December 31, 2017. The number of shares to be issued under the Settlement Agreements was determined by dividing the respective value thereof by the volume-weighted average daily adjusted closing price of the Common Stock over the 20 trading days immediately preceding June 7, 2018. The shares, which constitute approximately 7.5% of the shares of Common Stock outstanding prior to issuance, will be issued no later than June 21, 2018. In accordance with the Orders entered by the Court, the shares will be issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration afforded by Section3(a)(10) of the Securities Act.
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.