As filed with the Securities and Exchange Commission on June 29, 2022
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Washington, D.C. 20549
___________________________________
FORM S-8
REGISTRATION STATEMENT
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________________
___________________________________
| COMSCORE, INC. | |||||
| (Exact name of registrant as specified in its charter) | |||||
| Delaware | 54-1955550 | ||||
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | ||||
11950 Democracy Drive, Suite 600 Reston, Virginia | 20190 | ||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||
| COMSCORE, INC. 2018 EQUITY AND INCENTIVE COMPENSATION PLAN | |||||
| (Full title of the plan) | |||||
Ashley Wright General Counsel, Corporate & Securities comScore, Inc. 11950 Democracy Drive, Suite 600 Reston, Virginia 20190 | |||||
| (Name and address of agent for service) | |||||
| (703) 438-2000 | |||||
| (Telephone number, including area code, of agent for service) | |||||
| ___________________________________ | |||||
Copies to: Benjamin Barron Vinson & Elkins L.L.P. 845 Texas Avenue, Suite 4700 Houston, Texas 77002 (713) 758-2222 | |||||
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 Securities Exchange Act of 1934, as amended (the "Exchange Act").
| Large accelerated filer | ☐ | Accelerated filer | ☑ | |||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||||||||||||
| 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 7(a)(2)(B) of the Securities Act of 1933, as amended (the "Securities Act"). ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this "Registration Statement") is being filed for the purpose of registering the offer and sale of an additional 7,600,000 shares of common stock, par value $0.001 per share (the "Common Stock") that may be issued pursuant to the comScore, Inc. 2018 Equity and Incentive Compensation Plan (as amended from time to time, the "Plan"). Except as otherwise set forth below, the contents of the registration statements on Forms S-8 previously filed with the Securities and Exchange Commission (the "Commission") on each of June 4, 2018 (File No. 333-225400) and July 17, 2020 (File No. 333-239931), which registered the offer and sale of 12,491,277 shares and an additional 9,600,000 shares, respectively, of Common Stock under the Plan, are incorporated herein by reference and made a part of this Registration Statement as permitted by General Instruction E to Form S-8.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
comScore, Inc. (the "Registrant") will send or give to all participants in the Plan the document(s) containing the information required by Part I of Form S-8, as specified in Rule 428(b)(1) promulgated by the Commission under the Securities Act. In accordance with Rule 428, the Registrant has not filed such document(s) with the Commission, but such document(s) (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) shall constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The contents of the earlier registration statements relating to the Plan, previously filed with the Commission on each of June 4, 2018 (File No. 333-225400) and July 17, 2020 (File No. 333-239931) are incorporated herein by reference and made a part of this Registration Statement.
Item 8. Exhibits.
| Exhibit Number | Exhibit Description | ||||
| 4.1 | |||||
| 4.2 | |||||
| 4.3 | |||||
| 4.4 | |||||
| 4.5 | |||||
| 5.1* | |||||
| 23.1* | |||||
| 23.2* | Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1 to this Registration Statement) | ||||
| 24.1* | Power of Attorney (included in the signature page of this Registration Statement) | ||||
| 99.1 | |||||
| 99.2 | |||||
| 107.1* | |||||
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 the City of Reston, Virginia, on June 29, 2022.
| COMSCORE, INC. | ||||||||||||||
| By: | /s/ Jonathan Carpenter | |||||||||||||
| Name: | Jonathan Carpenter | |||||||||||||
| Title: | Chief Financial Officer and Treasurer | |||||||||||||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jonathan Carpenter and Ashley Wright each as his or her attorney-in-fact, with full power of substitution for him or her in any and all capacities, to sign any amendments to this Registration Statement, including any and all pre-effective and post-effective amendments and to file such amendments thereto, with exhibits thereto and other documents in connection therewith, with the Commission, hereby ratifying and confirming all that said attorney-in-fact, or each of his or her substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on June 29, 2022.
| Signatures | Title | |||||||
| /s/ William P. Livek | Chief Executive Officer and Executive Vice Chairman of the Board of Directors | |||||||
| William P. Livek | (Principal Executive Officer) | |||||||
| /s/ Jonathan Carpenter | Chief Financial Officer and Treasurer | |||||||
| Jonathan Carpenter | (Principal Financial Officer) | |||||||
| /s/ Mary Margaret Curry | Chief Accounting Officer and Controller | |||||||
| Mary Margaret Curry | (Principal Accounting Officer) | |||||||
| /s/ Brent D. Rosenthal | Non-Executive Chairman | |||||||
| Brent D. Rosenthal | ||||||||
| /s/ Nana Banerjee | Director | |||||||
| Nana Banerjee | ||||||||
| /s/ Itzhak Fisher | Director | |||||||
| Itzhak Fisher | ||||||||
| /s/ David Kline | Director | |||||||
| David Kline | ||||||||
| /s/ Pierre-Andre Liduena | Director | |||||||
| Pierre-Andre Liduena | ||||||||
| /s/ Kathleen Love | Director | |||||||
| Kathleen Love | ||||||||
| /s/ Martin Patterson | Director | |||||||
| Martin Patterson | ||||||||
| /s/ Brian Wendling | Director | |||||||
| Brian Wendling | ||||||||
Exhibit 107.1
Calculation of Filing Fee Tables
Form S-8
Registration Statement Under
The Securities Act Of 1933
(Form Type)
COMSCORE, INC.
(Exact Name of Registrant as Specified in its Charter)
TABLE 1 – NEWLY REGISTERED SECURITIES
| Security Type | Security Class Title | Fee Calculation Rule (3) | Amount Registered (1)(2) | Proposed Maximum Offering Price Per Unit (3) | Maximum Aggregate Offering Price (3) | Fee Rate | Amount of Registration Fee | ||||||||||||||||
| Equity | Common stock, $0.001 par value per share | Rule 457(c) and Rule 457(h) | 7,600,000 | $1.91 | $14,516,000 | $92.70 per $1,000,000 | $1,345.63 | ||||||||||||||||
| Total Offering Amounts | $14,516,000 | $1,345.63 | |||||||||||||||||||||
| Total Fee Offsets | $— | ||||||||||||||||||||||
Net Fee Due | $1,345.63 | ||||||||||||||||||||||
| (1) | The Form S-8 registration statement to which this Exhibit 107.1 is attached (the "Registration Statement") registers 7,600,000 additional shares of common stock, $0.001 par value per share (the "Common Stock"), of comScore, Inc., a Delaware corporation, that may be delivered with respect to awards under the comScore, Inc. 2018 Equity and Incentive Compensation Plan (as amended from time to time, the "Plan"). | ||||
| (2) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), the Registration Statement shall be deemed to cover an indeterminate number of additional shares of Common Stock that may become issuable as a result of stock splits, stock dividends or similar transactions pursuant to the adjustment or anti-dilution provisions of the Plan. | ||||
| (3) | The proposed maximum offering price per share and proposed maximum aggregate offering price for the shares of Common Stock covered by this Registration Statement have been estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act based upon the average of the high and low prices of a share of Common Stock as reported on the Nasdaq Global Select Market on June 22, 2022 (a date within five business days prior to the date of filing the Registration Statement), which was equal to $1.91. | ||||
Exhibit 5.1
June 29, 2022
comScore, Inc.
11950 Democracy Drive, Suite 600
Reston, Virginia 20190
Ladies and Gentlemen:
We have acted as counsel for comScore, Inc., a Delaware corporation (the "Company"), in connection with the Company's registration under the Securities Act of 1933, as amended (the "Act"), of the offer and sale of an additional 7,600,000 shares of the Company's common stock, par value $0.001 per share (the "Shares"), pursuant to the Company's registration statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission on June 29, 2022, which Shares may be issued from time to time in accordance with the terms of the comScore, Inc. 2018 Equity and Incentive Compensation Plan (as amended from time to time, the "Plan").
In reaching the opinions set forth herein, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Company and such statutes, regulations and other instruments as we deemed necessary or advisable for purposes of this opinion, including (i) the Registration Statement, (ii) certain resolutions adopted by the board of directors of the Company, (iii) the Plan, and (iv) such other certificates, instruments, and documents as we have considered necessary for purposes of this opinion. As to any facts material to our opinions, we have made no independent investigation or verification of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.
We have assumed (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authority of all persons signing all documents submitted to us on behalf of the parties to such documents, (iv) the authenticity of all documents submitted to us as originals, (v) the conformity to authentic original documents of all documents submitted to us as copies, (vi) that all information contained in all documents reviewed by us is true, correct and complete, and (vii) that the Shares will be issued in accordance with the terms of the Plan.
Based on the foregoing and subject to the limitations set forth herein, and having due regard for the legal considerations we deem relevant, we are of the opinion that the Shares have been duly authorized and, when the Shares are issued by the Company in accordance with the terms of the Plan and the instruments executed pursuant to the Plan, as applicable, the Shares will be validly issued, fully paid and non-assessable.
This opinion is limited in all respects to the General Corporation Law of the State of Delaware. We express no opinion as to any other law or any matter other than as expressly set forth above, and no opinion as to any other law or matter may be inferred or implied herefrom. The opinions expressed herein are rendered as of the date hereof and we expressly disclaim any obligation to update this letter or advise you of any change in any matter after the date hereof.
This opinion may be filed as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Vinson & Elkins L.L.P.
Vinson & Elkins L.L.P.
Vinson & Elkins LLP Attorneys at Law Austin Dallas Dubai Houston London Los Angeles New York Richmond Riyadh San Francisco Tokyo Washington | 845 Texas Avenue, Suite 4700 Houston, TX 77002 Tel +1.713.758.2222 Fax +1.713.758.2346 www.velaw.com | ||||
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 2, 2022, relating to the financial statements of comScore Inc. and subsidiaries (the "Company") and the effectiveness of the Company's internal control over financial reporting, appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
/s/ Deloitte & Touche LLP
McLean, Virginia
June 29, 2022