Securities Registration: Employee Benefit Plan (s-8)

As filed with the Securities and Exchange Commission on June 29, 2022

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

___________________________________

FORM S-8
REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933
___________________________________


COMSCORE, INC.
(Exact name of registrant as specified in its charter)

Delaware			54-1955550
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)

11950 Democracy Drive, Suite 600 Reston, Virginia			20190
(Address of Principal Executive Offices)			(Zip Code)

COMSCORE, INC. 2018 EQUITY AND INCENTIVE COMPENSATION PLAN
(Full title of the plan)

Ashley Wright General Counsel, Corporate & Securities comScore, Inc. 11950 Democracy Drive, Suite 600 Reston, Virginia 20190
(Name and address of agent for service)

(703) 438-2000
(Telephone number, including area code, of agent for service)
___________________________________
Copies to: Benjamin Barron Vinson & Elkins L.L.P. 845 Texas Avenue, Suite 4700 Houston, Texas 77002 (713) 758-2222

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Large accelerated filer

☐

Accelerated filer

☑

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the "Securities Act"). ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this "Registration Statement") is being filed for the purpose of registering the offer and sale of an additional 7,600,000 shares of common stock, par value $0.001 per share (the "Common Stock") that may be issued pursuant to the comScore, Inc. 2018 Equity and Incentive Compensation Plan (as amended from time to time, the "Plan"). Except as otherwise set forth below, the contents of the registration statements on Forms S-8 previously filed with the Securities and Exchange Commission (the "Commission") on each of June 4, 2018 (File No. 333-225400) and July 17, 2020 (File No. 333-239931), which registered the offer and sale of 12,491,277 shares and an additional 9,600,000 shares, respectively, of Common Stock under the Plan, are incorporated herein by reference and made a part of this Registration Statement as permitted by General Instruction E to Form S-8.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

comScore, Inc. (the "Registrant") will send or give to all participants in the Plan the document(s) containing the information required by Part I of Form S-8, as specified in Rule 428(b)(1) promulgated by the Commission under the Securities Act. In accordance with Rule 428, the Registrant has not filed such document(s) with the Commission, but such document(s) (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) shall constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The contents of the earlier registration statements relating to the Plan, previously filed with the Commission on each of June 4, 2018 (File No. 333-225400) and July 17, 2020 (File No. 333-239931) are incorporated herein by reference and made a part of this Registration Statement.

Item 8. Exhibits.


Exhibit Number			Exhibit Description

4.1			Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.3 to the Registrant's Registration Statement on Form S-1, as amended, filed June 12, 2007 (File No. 333-141740))

4.2			Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 4.2 to the Registrant's Registration Statement on Form S-8, filed June 4, 2018 (File No. 333-225400))

4.3			Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant, dated March 10, 2021 (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed on March 15, 2021 (File No. 001-33520))

4.4			Certificate of Designations of Series B Convertible Preferred Stock, par value $0.001, of the Registrant dated March 10, 2021 (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K, filed March 15, 2021 (File No. 001-33520))

4.5			Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2018, filed August 10, 2018 (File No. 001-33520))

5.1*			Opinion of Vinson & Elkins L.L.P.

23.1*			Consent of Deloitte & Touche LLP

23.2*			Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1 to this Registration Statement)

24.1*			Power of Attorney (included in the signature page of this Registration Statement)

99.1			comScore, Inc. 2018 Equity and Incentive Compensation Plan, as amended and restated effective as of July 9, 2020 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed July 15, 2020 (File No. 001-33520))

99.2			First Amendment to the comScore, Inc. Amended and Restated 2018 Equity and Incentive Compensation Plan (incorporated by reference to Annex A to the Registrant's Definitive Proxy Statement on Schedule 14A, filed April 29, 2022 (File No. 001-33520))

107.1*			Calculation of Filing Fee Tables

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Reston, Virginia, on June 29, 2022.

COMSCORE, INC.

By:

/s/ Jonathan Carpenter

Name:

Jonathan Carpenter

Title:

Chief Financial Officer and Treasurer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jonathan Carpenter and Ashley Wright each as his or her attorney-in-fact, with full power of substitution for him or her in any and all capacities, to sign any amendments to this Registration Statement, including any and all pre-effective and post-effective amendments and to file such amendments thereto, with exhibits thereto and other documents in connection therewith, with the Commission, hereby ratifying and confirming all that said attorney-in-fact, or each of his or her substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on June 29, 2022.


Signatures						Title

/s/ William P. Livek						Chief Executive Officer and Executive Vice Chairman of the Board of Directors
William P. Livek						(Principal Executive Officer)

/s/ Jonathan Carpenter						Chief Financial Officer and Treasurer
Jonathan Carpenter						(Principal Financial Officer)

/s/ Mary Margaret Curry						Chief Accounting Officer and Controller
Mary Margaret Curry						(Principal Accounting Officer)

/s/ Brent D. Rosenthal						Non-Executive Chairman
Brent D. Rosenthal

/s/ Nana Banerjee						Director
Nana Banerjee

/s/ Itzhak Fisher						Director
Itzhak Fisher




/s/ David Kline						Director
David Kline

/s/ Pierre-Andre Liduena						Director
Pierre-Andre Liduena

/s/ Kathleen Love						Director
Kathleen Love

/s/ Martin Patterson						Director
Martin Patterson

/s/ Brian Wendling						Director
Brian Wendling