As filed with the Securities and Exchange Commission on March 15, 2011

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.

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

11950 Democracy Drive
Suite 600
Reston, Virginia 20190
(Address of principal executive offices)

2007 Equity Incentive Plan
(Full title of the plan)

Magid M. Abraham, Ph.D.
President and Chief Executive Officer
comScore, Inc.
11950 Democracy Drive
Suite 600
Reston, Virginia 20190
(703) 438-2000
(Name, address and telephone number of agent for service)

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 Exchange Act.

Large accelerated filer o		Accelerated filer þ		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

				Amount					Proposed Maximum					Proposed Maximum
	Title of Securities to			to be					Offering Price					Aggregate					Amount of
	be Registered			Registered					Per Share					Offering Price					Registration Fee
	Common Stock, $0.001 par value				1,260,942	(1)			$	27.155	(2)			$	34,240,880.01				$	3,975.37
	Total Registration Fee																		$	3,975.37

 

 

REGISTRATION OF ADDITIONAL SECURITIES PURSUANT TO GENERAL INSTRUCTION E

     On January 1, 2011, pursuant to the Automatic Share Reserve Increase provision of Section 3(b) of the Registrant’s 2007 Equity Incentive Plan, as amended and restated (the “Plan”), the number of shares of Common Stock available for issuance thereunder was automatically increased according to the terms of the Plan. This Registration Statement registers those additional shares of Common Stock of comScore, Inc. (the “Registrant”) to be issued pursuant to the Plan. Accordingly, the contents of the previous Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on July 2, 2007 (File No. 333-144281), November 13, 2008 (File No. 333-155355), May 11, 2009 (File No. 333-159126) and April 28, 2010 (File No. 333-166349) (the “Prior Registration Statements”) are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     In addition to the Prior Registration Statement, the following documents filed with the SEC are hereby incorporated by reference into this Registration Statement:

	1)		the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 filed with the SEC on March 15, 2011;
	2)		the Registrant’s Current Report on Form 8-K filed with the SEC on February 16, 2011 (excluding any information furnished in such reports under Item 2.02, Item 7.01 or Item 9.01); and
	3)		the description of the Registrant’s Common Stock which is contained in the Registration Statement on Form 8-A (File No. 001-33520), filed June 6, 2007, under Section 12(b) of the Exchange Act and any further amendment or report filed hereafter for the purpose of updating such description.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicate that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or superseded such statement.

Item 8. Exhibits.

Exhibit
Number		Exhibit Document
3.1 (1)		Amended and Restated Certificate of Incorporation of the Registrant (Exhibit 3.3)
3.2 (1)		Amended and Restated Bylaws of the Registrant (Exhibit 3.4)
4.1 (1)		Specimen Common Stock certificate of the Registrant (Exhibit 4.1)
4.2 (2)		2007 Equity Incentive Plan, as amended and restated
5.1		Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
23.1		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
23.2		Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1 hereto)
24.1		Power of Attorney (see signature page)

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Reston, Commonwealth of Virginia, on the fifteenth day of March, 2011.

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Magid M. Abraham. and Kenneth J. Tarpey, jointly and severally, as such person’s attorneys-in-fact, each with the power of substitution, for such person in any and all capacities, to sign any amendments to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature		Title		Date
/s/ Magid M. Abraham   Magid M. Abraham, Ph.D.		President, Chief Executive Officer (Principal Executive Officer) and Director		March 15, 2011
/s/ Kenneth J. Tarpey   Kenneth J. Tarpey		Chief Financial Officer (Principal Financial and Accounting Officer)		March 15, 2011
/s/ Gian M. Fulgoni   Gian M. Fulgoni		Executive Chairman of the Board of Directors		March 15, 2011
/s/ Jeffrey Ganek   Jeffrey Ganek		Director		March 15, 2011
/s/ Bruce Golden   Bruce Golden		Director		March 15, 2011
/s/ William J. Henderson   William J. Henderson		Director		March 15, 2011
/s/ William Katz   William Katz		Director		March 15, 2011
/s/ Ronald J. Korn   Ronald J. Korn		Director		March 15, 2011
/s/ Jarl Mohn   Jarl Mohn		Director		March 15, 2011

INDEX TO EXHIBITS

Exhibit
Number		Exhibit Document
3.1 (1)		Amended and Restated Certificate of Incorporation of the Registrant (Exhibit 3.3)
3.2 (1)		Amended and Restated Bylaws of the Registrant (Exhibit 3.4)
4.1 (1)		Specimen Common Stock certificate of the Registrant (Exhibit 4.1)
4.2 (2)		2007 Equity Incentive Plan, as amended and restated
5.1		Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
23.1		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
23.2		Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1 hereto)
24.1		Power of Attorney (see signature page)

Exhibit 5.1

March 15, 2011

comScore, Inc.
11950 Democracy Drive
Suite 600
Reston, Virginia 20190

     Re: Registration Statement on Form S-8

Ladies and Gentlemen:

     We have examined the Registration Statement on Form S-8 to be filed by comScore, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission on or about March 15, 2011 (the “Registration Statement”), relating to the registration under the Securities Act of 1933, as amended, of 1,260,942 shares of the Company’s Common Stock, $0.001 par value (the “Shares”) reserved for issuance under the Company’s 2007 Equity Incentive Plan, as amended and restated (the “Plan”). As legal counsel to the Company, we have reviewed the actions proposed to be taken by the Company in connection with the issuance and sale of the Shares to be issued under the Plan.

     It is our opinion that, when issued and sold in the manner described in the Plan and pursuant to the agreements referred to therein, the Shares will be validly issued, fully paid and nonassessable.

     We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-00000) pertaining to the 2007 Equity Incentive Plan, as amended and restated, of comScore, Inc. of our reports dated March 15, 2011, with respect to the consolidated financial statements of comScore, Inc., and the effectiveness of internal control over financial reporting of comScore, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2010, filed with the Securities and Exchange Commission.

McLean, Virginia
March 15, 2011