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): March 23, 2018
comScore, Inc.
(Exact name of registrant as specified in charter)
Delaware | 001–33520 | 54–1955550 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (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)
(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:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. ☐
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Item 7.01 Regulation FD Disclosure.
On March 23, 2018, comScore, Inc. (the “Company”) issued a press release providing an update on the expected timing of the completion of the Company’s restatement and audit process and the filing of its periodic reports with the Securities and Exchange Commission (“SEC”). The Company also announced that it intends to hold an investor call to provide an update on the Company’s business. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This Item 7.01 contains and incorporates by reference “forward-looking statements” within the meaning of federal and state securities laws. These statements involve risks and uncertainties that could cause actual results to differ materially from expectations, and relate to, among other things, statements regarding the Company’s current expectations and beliefs as to the timing of the completion of its restatement and audit process and filing of its periodic reports with the SEC. These forward-looking statements speak only as of the date they are made, and the Company does not undertake any obligation to revise or update such statements to reflect future events or circumstances.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
99.1 | ||
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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.
comScore, Inc. | ||
By: | /s/ Carol A. DiBattiste | |
Carol A. DiBattiste | ||
General Counsel & Chief Compliance, Privacy and People Officer | ||
Date: March 23, 2018
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Exhibit 99.1
Contact: | Jim Barron/Robin Weinberg |
212-687-8080 | |
press@comscore.com | |
comScore to File 10-K and Hold Business Update Call on Monday, March 26
RESTON, Va. – March 23, 2018 – comScore, Inc. (OTC: SCOR) today announced it expects to file its Annual Report on Form 10-K for the year ended December 31, 2017 with the Securities and Exchange Commission (the "SEC") today, Friday, March 23, after market hours. The 10-K will contain audited consolidated financial statements for the years ended December 31, 2017, 2016 and 2015, and include unaudited restated results for 2014 and 2013. comScore also expects to file its Quarterly Reports on Form 10-Q for the quarters ended September 30, June 30 and March 31, 2017 with the SEC on March 23.
comScore also announced that it intends to provide a business update in a conference call on Monday, March 26 at 8:00 a.m. ET.
To access this call, dial (866) 547-1509 (domestic) or (920) 663-6208 (international) and reference conference ID 6736369. Investors are advised to dial in at least 10 minutes prior to the call to register.
Additionally, a live webcast of the conference call will be available on the Investor Relations section of the company's website at http://ir.comscore.com/events.cfm.
Following the conference call, a replay will be available via webcast at
http://ir.comscore.com/events-presentations.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of federal and state securities laws, including, without limitation, comScore's expectations as to the timing of its filings on Form 10-K and Form 10-Q and its plans to provide a business update on March 26, 2018. These statements involve risks and uncertainties that could cause actual events to differ materially from expectations, including, but not limited to, comScore's ability to achieve its expected timeline and plans. For additional discussion of risk factors, please refer to comScore's respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and other filings that comScore makes from time to time with the SEC, which are available on the SEC's website (www.sec.gov).
Investors are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date such statements are made. comScore does not intend or undertake any obligation to publicly update any forward-looking statements to reflect events, circumstances or new information after the date of this press release, or to reflect the occurrence of unanticipated events.