Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 17, 2018
comScore, Inc.
(Exact name of registrant as specified in charter)
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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:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | 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. ☐
Explanatory Note
On May 18, 2018, comScore, Inc. (the “Company”) filed with the SEC a Current Report on Form 8-K (the “Original Form 8-K”) to report the sale to certain Buyers (as defined in the Original Form 8-K) of $50.0 million additional senior secured convertible notes due January 16, 2022 of the Company. This Amendment No. 1 to the Original Form 8-K is being filed solely to correct a typographical error in the last sentence of the second paragraph of the disclosure under Item 2.03 in the Original Form 8-K with respect to the conversion price of the Option Notes (as defined in the Original Form 8-K). Except as set forth below, no other changes are being made to the Original Form 8-K.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The Option Notes are convertible into shares of the Company’s common stock at any time prior to the Maturity Date at $31.29 per share.
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.
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comScore, Inc. |
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By: | | /s/ Carol A. DiBattiste |
| | Carol A. DiBattiste |
| | General Counsel & Chief Compliance, Privacy and People Officer |
Date: May 23, 2018