As filed with the Securities and Exchange Commission on November 13, 2008
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNDER
THE SECURITIES ACT OF 1933
comScore, Inc.
(Exact name of registrant as specified in its charter)
| 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)
Suite 600
Reston, Virginia 20190
(Address of principal executive offices)
2007 Equity Incentive Plan
(Full title of the 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)
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.(Check one):
| Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o | |||
| (Do not check if a smaller reporting company) |
CALCULATION OF REGISTRATION FEE
| Proposed | Proposed | |||||||||||||||||||||
| Amount | Maximum | Maximum | Amount of | |||||||||||||||||||
| Title of Securities to | to be | Offering Price | Aggregate | Registration | ||||||||||||||||||
| be Registered | Registered | Per Share | Offering Price | Fee | ||||||||||||||||||
Common Stock, $0.001 par value |
1,118,422 | (1) | $ | 9.43 | (2) | $ | 10,546,719.46 | $ | 414.49 | |||||||||||||
Total Registration Fee |
$ | 414.49 | (3) | |||||||||||||||||||
| (1) | Pursuant to Rule 416(a) of the Securities Act of 1933, this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable under the 2007 Equity Incentive Plan, as amended and restated, by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of Common Stock. | |
| (2) | Estimated in accordance with Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee on the basis of $9.43 per share, which represents the average of the high and low price of the Registrant’s Common Stock as reported on The NASDAQ Global Market on November 13, 2008. | |
| (3) | Pursuant to Rule 457(p) under the Securities Act of 1933, the registration fee that would otherwise be payable under Rule 457 with regard to the subject registration statement is hereby offset against a portion of the Registrant’s registration fee of $7,843.67 paid to the SEC in advance of previously filing a Registration Statement on Form S-1 on October 31, 2007, File No. 333-147061, which registration statement the Registrant subsequently withdrew by submission of a Form RW on November 21, 2007. |
REGISTRATION OF ADDITIONAL SECURITIES PURSUANT TO GENERAL INSTRUCTION E
On January 1, 2008, 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 additional shares of Common Stock of
comScore, Inc. (the “Registrant”) to be issued pursuant to the Plan. Accordingly, the contents of
the previous Registration Statement on Form S-8 (File No. 333-144281) filed with the Securities and
Exchange Commission (the “SEC”) on July 2, 2007 (the “Prior Registration Statement”) 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, 2007 filed with the SEC on March 11, 2008; | ||
| 2) | The Registrant’s Amendment No. 1 to Annual Report on Form 10-K/A for the year ended December 31, 2007 filed with the SEC on April 29, 2008; | ||
| 3) | The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008 filed with the SEC on May 15, 2008; | ||
| 4) | The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008 filed with the SEC on August 14, 2008; | ||
| 5) | The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008 filed with the SEC on November 13, 2008; | ||
| 6) | The Registrant’s Current Report on Form 8-K filed with the SEC on May 14, 2008; | ||
| 7) | The Registrant’s Current Report on Form 8-K filed with the SEC on May 28, 2008; | ||
| 8) | The Registrant’s Amendment No. 1 to the Current Report on Form 8-K/A filed with the SEC on August 14, 2008; | ||
| 9) | The Registrant’s Definitive Proxy Statement filed with the SEC on May 9, 2008; and | ||
| 10) | 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.
-1-
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) |
| (1) | Incorporated by reference to the exhibit to Amendment No. 3 of the Registrant’s Registration Statement on Form S-1, Commission File No. 333-141740, filed on June 12, 2007. The exhibit number in parentheses following the above description indicates the corresponding exhibit number in such Form S-1. | |
| (2) | Incorporated by reference to the exhibit to the Registrant’s Registration Statement on Form S-8, Commission File No. 333-144281, filed on July 2, 2007. The exhibit number in parentheses following the above description indicates the corresponding exhibit number in such Form S-8. |
-2-
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 thirteenth
day of November, 2008.
| comScore, Inc. |
||||
| By: | /s/ Magid M. Abraham | |||
| Magid M. Abraham, Ph.D. | ||||
| President and Chief Executive Officer | ||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes
and appoints Magid M. Abraham. and John M. Green, 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
|
President, Chief Executive Officer
(Principal Executive Officer) and Director |
October 29, 2008 | ||
| /s/ John M. Green
|
Chief Financial Officer (Principal
Financial and Accounting Officer) |
October 29, 2008 | ||
| /s/ Gian M. Fulgoni
|
Executive Chairman of the Board of Directors | October 29, 2008 | ||
| /s/ Jeffrey Ganek
|
Director | October 29, 2008 | ||
| /s/ Bruce Golden
|
Director | October 29, 2008 | ||
| /s/ William J. Henderson
|
Director | October 29, 2008 | ||
| /s/ William Katz
|
Director | October 29, 2008 | ||
| /s/ Ronald J. Korn
|
Director | October 29, 2008 | ||
| /s/ Jarl Mohn
|
Director | October 29, 2008 |
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) |
| (1) | Incorporated by reference to the exhibit to Amendment No. 3 of the Registrant’s Registration Statement on Form S-1, Commission File No. 333-141740, filed on June 12, 2007. The exhibit number in parentheses following the above description indicates the corresponding exhibit number in such Form S-1. | |
| (2) | Incorporated by reference to the exhibit to the Registrant’s Registration Statement on Form S-8, Commission File No. 333-144281, filed on July 2, 2007. The exhibit number in parentheses following the above description indicates the corresponding exhibit number in such Form S-8. |
Exhibit 5.1
November 13, 2008
comScore, Inc.
11950 Democracy Drive
Suite 600
Reston, Virginia 20190
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
November 13, 2008 (the “Registration Statement”), relating to the registration under the
Securities Act of 1933, as amended, of 1,118,422 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 legally and 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.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati, Professional Corporation
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
report dated March 5, 2008, with respect to the consolidated financial statements of comScore,
Inc. included in its Annual Report (Form 10-K) for the year ended December 31,
2007, filed with the Securities and Exchange Commission.
| /s/ Ernst & Young LLP | ||||
McLean, Virginia
November 13, 2008
November 13, 2008