Current Report Filing (8-k)
November 07 2022 - 08:31AM
Edgar (US Regulatory)
0001158172false00011581722022-11-062022-11-06
UNITED STATES
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): November 6,
2022
COMSCORE, INC.
(Exact name of registrant as specified in
charter)
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Delaware |
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001-33520 |
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54-1955550 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
11950 Democracy Drive
Suite 600
Reston, Virginia 20190
(Address of principal executive offices, including zip
code)
(703) 438–2000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last
report)
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:
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☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
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Title of Each Class |
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Trading Symbol |
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Name of Each Exchange on Which Registered |
Common Stock, par value $0.001 per share |
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SCOR |
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NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange
Act.
☐
Item 1.01 Entry into a Material Definitive Agreement
On November 6, 2022, comScore, Inc. (the "Company") entered into an
amendment ("Amendment") to its Data License Agreement, dated March
10, 2021, with Charter Communications Operating, LLC ("Charter").
Under the Amendment, Charter will extend its endorsement of the
Company as its preferred local measurement provider to seven years
(from five) at no additional cost, with an opportunity to extend to
the full 10-year contract term under certain conditions. In
addition, the Company will receive license fee credits totaling
$7.0 million under the Amendment, to be applied toward 2022 and
2023 fee payments as set forth in the Amendment. The Amendment also
provides for additional data parameters and specifications to
assist the Company in product development and delivery speed, as
well as rights to incremental Charter data sets that become
available during the contract term.
The foregoing summary of the Amendment does not purport to be
complete and is subject to, and is qualified in its entirety by,
the full text of the Amendment, which is filed as
Exhibit 10.1
to this Current Report on Form 8-K and is incorporated herein by
reference.
As previously disclosed, Charter is an affiliate of Charter
Communications Holding Company, LLC, which holds 33.3% of the
outstanding shares of Series B Convertible Preferred Stock of the
Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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10.1^ |
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101.INS |
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XBRL Instance Document - the instance document does not appear in
the Interactive Data File because its XBRL tags are embedded within
the Inline XBRL document. |
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101.SCH |
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Inline XBRL Taxonomy Extension Schema Document. |
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101.CAL |
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Inline XBRL Taxonomy Extension Calculation Linkbase
Document. |
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101.DEF |
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Inline XBRL Taxonomy Extension Definition Linkbase
Document. |
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101.LAB |
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Inline XBRL Taxonomy Extension Label Linkbase Document. |
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101.PRE |
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Inline XBRL Taxonomy Extension Presentation Linkbase
Document. |
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104 |
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Cover Page Interactive Data File - the cover page iXBRL tags are
embedded within the Inline XBRL document |
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^ Specific terms in this exhibit (indicated therein by asterisks)
have been omitted because such terms are both not material and of
the type that the Company treats as private and
confidential. |
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 hereunto duly
authorized.
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comScore, Inc. |
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By: |
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/s/ Mary Margaret Curry |
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Mary Margaret Curry |
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Chief Financial Officer and Treasurer |
Date: November 7, 2022
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