false 0001158172 0001158172 2020-09-10 2020-09-10





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 10, 2020



comScore, Inc.

(Exact name of registrant as specified in charter)




Delaware   001-33520   54-1955550

(State or other jurisdiction

of incorporation)



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))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class





Name of Each Exchange

on Which Registered

Common Stock, par value $0.001 per share   SCOR   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 8.01

Other Events.

On September 10, 2020, comScore, Inc. (the “Company”) determined to pay at least 50 percent of the interest due on October 1, 2020 with respect to its senior secured convertible notes (the “Notes”) in cash, with the remainder to be paid in shares of the Company’s common stock. The election to pay a portion of the interest in common stock was largely due to continued uncertainty regarding the impact of the COVID-19 pandemic on the Company’s customers, particularly in its Movies Reporting and Analytics business, where customers have been hard-hit by movie theater closures across the globe. While the movies industry has shown recent signs of recovery, with theaters reopening in the United States and abroad and consumers responding well to COVID-19 safety precautions, uncertainty regarding the duration of the pandemic and related government mandates led the Company to take a more conservative position with respect to the October interest payment. The Company will continue to monitor performance through the month of September and may seek consent from the Notes holders to pay a higher proportion of interest in cash on October 1 if conditions warrant.




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.

/s/ Gregory A. Fink

  Gregory A. Fink
  Chief Financial Officer and Treasurer

Date: September 14, 2020