Delaware | 7389 | 54-19555550 | ||
(State or other jurisdiction
of
incorporation or organization) |
(Primary Standard Industrial
Classification Code Number) |
(I.R.S. Employer
Identification Number) |
Jeffrey D. Saper, Esq.
Robert G. Day, Esq. Wilson Sonsini Goodrich & Rosati, Professional Corporation 650 Page Mill Road Palo Alto, California 94304 |
Christiana L. Lin, Esq.
General Counsel 11465 Sunset Hills Road, Suite 200 Reston, Virginia 20190 Telephone: (703) 438-2000 Facsimile: (703) 438-2051 |
Andrew J. Pitts, Esq.
Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, New York 10019 Telephone: (212) 474-1000 Facsimile: (212) 474-3700 |
||
Mark R. Fitzgerald, Esq.
Wilson Sonsini Goodrich & Rosati, Professional Corporation 1700 K Street, N.W., Fifth Floor Washington, D.C. 20006 Telephone: (202) 973-8800 Facsimile: (202) 973-8899 |
Proposed Maximum
|
||||||
Title of Each Class of
|
Aggregate Offering
|
Amount of
|
||||
Securities to be Registered | Price(1)(2) | Registration Fee | ||||
Common Stock, $0.001 par value
per share
|
$86,250,000 | $2,648 | ||||
(1) | Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. | |
(2) | Includes shares of common stock that may be purchased by the underwriters to cover over-allotments, if any. |
The
information in this prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these
securities in any jurisdiction where the offer or sale is not
permitted.
|
Underwriting
|
Proceeds to
|
|||||||
Price to
|
Discounts and
|
Proceeds to
|
Selling
|
|||||
Public | Commissions | comScore | Stockholders | |||||
Per Share
|
$ | $ | $ | $ | ||||
Total
|
$ | $ | $ | $ |
Credit Suisse | Deutsche Bank Securities |
William Blair & Company |
Friedman Billings Ramsey |
Jefferies & Company |
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F-1
EX-3.2
EX-4.2
EX-4.3
EX-4.4
EX-4.5
EX-4.6
EX-4.7
EX-4.8
EX-4.9
EX-4.10
EX-4.11
EX-4.12
EX-4.13
EX-4.14
EX-4.15
EX-4.16
EX-10.1
EX-10.2
EX-10.3
EX-10.4
EX-10.5
EX-10.6
EX-10.7
EX-10.8
EX-10.9
EX-10.10
EX-10.11
EX-10.12
EX-10.13
EX-10.14
EX-21.1
EX-23.1
Table of Contents
1
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deepen relationships with current customers;
grow our customer base;
expand our digital marketing intelligence platform;
address emerging digital media;
2
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extend technology leadership;
build brand awareness through media exposure; and
grow internationally.
3
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Common stock offered by us
shares
shares
Total common stock offered
shares
shares
Use of proceeds
We intend to use the net proceeds from this offering for working
capital, for capital expenditures and for other general
corporate purposes. We may also use a portion of our net
proceeds to fund potential acquisitions. We will not receive any
proceeds from the sale of shares of our common stock by the
selling stockholders. See Use of Proceeds.
SCOR
Risk factors
See Risk Factors and other information included in
this
prospectus
for a discussion of factors you should carefully consider before
deciding to invest in shares of our common stock.
13,619,700 shares of common stock issuable upon exercise of
options outstanding at a weighted-average exercise price of
$0.40 per share;
5,316,147 shares of common stock reserved for future
issuance under our 1999 Stock Plan;
7,000,000 shares of common stock reserved for future
issuance under our 2007 Equity Incentive Plan, which will be
effective upon completion of this offering;
100,000 shares of common stock issuable upon the exercise
of a warrant, which warrant shall terminate if not exercised
prior to this offering, at an exercise price of $1.00 per
share; and
775,923 shares of common stock issuable upon the exercise
of warrants, which total includes warrants for our preferred
stock that will become exercisable for common stock after this
offering, at a weighted-average exercise price of $0.96 per
share.
a -for-
reverse split of our common stock that will occur prior to the
consummation of this offering;
the conversion, in accordance with our certificate of
incorporation, of all our shares of outstanding preferred stock
into shares of our common stock;
no exercise by the underwriters of their option to purchase up
to
additional shares to cover over-allotments, consisting
of
shares to be purchased from us
and
shares to be purchased from the selling stockholders; and
the adoption of our amended and restated certificate of
incorporation and bylaws that will occur immediately prior to
the consummation of this offering.
4
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Year Ended December 31,
2004
2005
2006
(In thousands)
$
34,894
$
50,267
$
66,293
13,153
18,218
20,560
13,890
18,953
21,473
5,493
7,416
9,009
4,982
7,089
8,293
356
2,437
1,371
37,874
54,113
60,706
(2,980
)
(3,846
)
5,587
(246
)
(208
)
231
(96
)
125
(14
)
(224
)
(3,226
)
(4,164
)
5,719
(182
)
50
(3,226
)
(3,982
)
5,669
(440
)
(3,226
)
(4,422
)
5,669
(2,141
)
(2,638
)
(3,179
)
$
(5,367
)
$
(7,060
)
$
2,490
(1)
Amortization of stock-based compensation is included in the line
items above as follows:
Year Ended December 31,
2004
2005
2006
(In thousands)
$
$
$
12
82
13
14
3
91
$
14
$
3
$
198
5
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on an actual basis without any adjustments to reflect subsequent
or anticipated events;
on a pro forma basis reflecting (i) the conversion of all
outstanding shares of our Series A, Series B,
Series C,
Series C-1,
Series D and Series E preferred stock into an
aggregate of 86,286,697 shares of our common stock
effective immediately prior to the completion of this offering,
for a total of 108,025,682 shares of common stock, which
amount includes 1,738,172 shares subject to put and (ii) the
reclassification of our preferred stock warrant liabilities from
current liabilities to additional paid in capital effective upon
the completion of this offering; and
on a pro forma as adjusted basis reflecting the conversion and
reclassification described above and the receipt by us of the
net proceeds from the sale
of shares
of common stock in this offering at an assumed initial public
offering price of $ per
share, after deducting the estimated underwriting discounts and
commissions and estimated offering expenses payable by us.
As of December 31, 2006
Pro Forma
Actual
Pro Forma
as Adjusted
(In thousands)
$
16,032
$
16,032
31,493
31,493
42,087
42,087
32,880
31,875
2,261
2,261
4,357
4,357
101,695
(99,557
)
3,143
Year Ended December 31,
2004
2005
2006
(In thousands)
$
1,907
$
4,253
$
10,905
2,745
5,123
4,259
1,208
1,071
2,314
6
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Year Ended December 31,
2004
2005
2006
(In thousands)
$
(221
)
$
730
$
9,945
(2)
We define Adjusted EBITDA as net income plus the (benefit)
provision for income taxes, depreciation, amortization of
purchased intangible assets and stock-based compensation; plus
interest expense (income) and other income. Adjusted EBITDA is
not a measure of liquidity calculated in accordance with GAAP,
and should be viewed as a supplement to not a
substitute for our results of operations presented
on the basis of GAAP. Adjusted EBITDA does not purport to
represent cash flow provided by, or used in, operating
activities as defined by GAAP. Our statement of cash flows
presents our cash flow activity in accordance with GAAP.
Furthermore, Adjusted EBITDA is not necessarily comparable to
similarly-titled measures reported by other companies.
Adjusted EBITDA is widely used by investors to measure a
companys operating performance without regard to items
such as interest expense, taxes, depreciation and amortization,
and stock-based compensation, which can vary substantially from
company to company depending upon accounting methods and book
value of assets, capital structure and the method by which
assets were acquired; and
analysts and investors use Adjusted EBITDA as a supplemental
measure to evaluate the overall operating performance of
companies in our industry.
as a measure of operating performance, because it does not
include the impact of items not directly resulting from our core
operations;
for planning purposes, including the preparation of our annual
operating budget;
to allocate resources;
to evaluate the effectiveness of our business
strategies; and
in communications with our board of directors and stockholders
concerning our financial performance.
Year Ended December 31,
2004
2005
2006
(In thousands)
$
(3,226
)
$
(4,422
)
$
5,669
(182
)
50
356
2,437
1,371
2,389
2,686
2,888
14
3
198
246
208
(231
)
$
(221
)
$
730
$
9,945
7
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our ability to increase sales to existing customers and attract
new customers;
our failure to accurately estimate or control costs;
our revenue recognition policies related to the timing of
contract renewals, delivery of products and duration of
contracts and the corresponding timing of revenue recognition;
the mix of subscription-based versus project-based revenues;
the impact on our contract renewal rates, in particular for our
subscription-based products, caused by our customers
budgetary constraints, competition, customer dissatisfaction or
our customers actual or perceived lack of need for our
products;
the potential loss of significant customers;
the effect of revenues generated from significant one-time
projects;
the amount and timing of capital expenditures and operating
costs related to the maintenance and expansion of our operations
and infrastructure;
the timing and success of new product introductions by us or our
competitors;
8
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variations in the demand for our products and the implementation
cycles of our products by our customers;
changes in our pricing and discounting policies or those of our
competitors;
service outages, other technical difficulties or security
breaches;
limitations relating to the capacity of our networks, systems
and processes;
maintaining appropriate staffing levels and capabilities
relative to projected growth;
adverse judgments or settlements in legal disputes;
the timing of costs related to the development or acquisition of
technologies, services or businesses to support our existing
customer base and potential growth opportunities; and
general economic, industry and market conditions and those
conditions specific to Internet usage and online businesses.
the reliability of digital marketing intelligence products;
public concern regarding privacy and data security;
decisions of our customers and potential customers to develop
digital marketing intelligence capabilities internally rather
than purchasing such products from third-party suppliers like us;
decisions by industry associations in the United States or in
other countries that result in association-directed awards, on
behalf of their members, of digital measurement contracts to one
or a limited number of competitive vendors;
the ability to maintain high levels of customer
satisfaction; and
the rate of growth in eCommerce, online advertising and digital
media.
our ability to successfully manage any growth we may achieve in
the future;
the risks associated with operating a business in international
markets, including China; and
our ability to successfully integrate acquired businesses,
technologies or services.
9
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loss of customers;
damage to our brand;
lost or delayed market acceptance and sales of our products;
interruptions in the availability of our products;
the incurrence of substantial costs to correct any material
defect or error;
sales credits, refunds or liability to our customers;
diversion of development resources; and
increased warranty and insurance costs.
10
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large and small companies that provide data and analysis of
consumers online behavior, including Compete Inc., Hitwise
Pty. Ltd and NetRatings, Inc.;
online advertising companies that provide measurement of online
ad effectiveness, including aQuantive, Inc., DoubleClick Inc.,
ValueClick, Inc. and WPP Group plc;
companies that provide audience ratings for TV, radio and other
media that have extended or may extend their current services,
particularly in certain international markets, to the
measurement of digital media, including Arbitron Inc., Nielsen
Media Research, Inc. and Taylor Nelson Sofres plc;
analytical services companies that provide customers with
detailed information of behavior on their own Web sites,
including Omniture, Inc., WebSideStory, Inc. and WebTrends
Corporation;
full-service market research firms and survey providers that may
measure online behavior and attitudes, including Harris
Interactive Inc., Ipsos Group, Taylor Nelson Sofres plc and The
Nielsen Company; and
specialty information providers for certain industries that we
serve, including IMS Health Incorporated (healthcare) and
Telephia, Inc. (telecommunications).
11
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12
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13
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14
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15
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recruitment and maintenance of a sufficiently large and
representative panel both globally and in certain countries;
different customer needs and buying behavior than we are
accustomed to in the United States;
difficulties and expenses associated with tailoring our products
to local markets, including their translation into foreign
languages;
difficulties in staffing and managing international operations;
longer accounts receivable payment cycles and difficulties in
collecting accounts receivable;
potentially adverse tax consequences, including the complexities
of foreign value-added taxes and restrictions on the
repatriation of earnings;
reduced or varied protection for intellectual property rights in
some countries;
the burdens of complying with a wide variety of foreign laws and
regulations;
16
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fluctuations in currency exchange rates;
increased accounting and reporting burdens and
complexities; and
political, social and economic instability abroad, terrorist
attacks and security concerns.
17
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18
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19
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encounter difficulties retaining key employees of the acquired
company or integrating diverse business cultures;
issue additional equity securities that would dilute the common
stock held by existing stockholders;
incur large charges or substantial liabilities;
become subject to adverse tax consequences, substantial
depreciation or deferred compensation charges;
use cash that we may need in the future to operate our
business; and
incur debt on terms unfavorable to us or that we are unable to
repay.
20
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21
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22
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price and volume fluctuations in the overall stock market from
time to time;
volatility in the market price and trading volume of technology
companies and of companies in our industry;
actual or anticipated changes or fluctuations in our operating
results;
actual or anticipated changes in expectations regarding our
performance by investors or securities analysts;
the failure of securities analysts to cover our common stock
after this offering or changes in financial estimates by
analysts;
actual or anticipated developments in our competitors
businesses or the competitive landscape;
actual or perceived inaccuracies in information we provide to
our customers or the media;
litigation involving us, our industry or both;
regulatory developments;
privacy and security concerns, including public perception of
our practices as an invasion of privacy;
general economic conditions and trends;
major catastrophic events;
sales of large blocks of our stock;
the timing and success of new product introductions or upgrades
by us or our competitors;
changes in our pricing policies or payment terms or those of our
competitors;
concerns relating to the security of our network and systems;
our ability to expand our operations, domestically and
internationally, and the amount and timing of expenditures
related to this expansion; or
departures of key personnel.
23
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shares
will be eligible for sale immediately upon completion of this
offering, subject in some cases to volume and other restrictions
of Rule 144 and Rule 701 under the Securities Act;
shares
will be eligible for sale upon the expiration of
lock-up
agreements, subject in some cases to volume and other
restrictions of Rule 144 and Rule 701 under the
Securities Act; and
shares
will be eligible for sale upon the exercise of vested options
after the expiration of the
lock-up
agreements.
24
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establish a classified board of directors so that not all
members of our board of directors are elected at one time;
authorize blank check preferred stock that our board
of directors could issue to increase the number of outstanding
shares to discourage a takeover attempt;
prohibit stockholder action by written consent, which means that
all stockholder actions must be taken at a meeting of our
stockholders;
prohibit stockholders from calling a special meeting of our
stockholders;
provide that the board of directors is expressly authorized to
make, alter or repeal our bylaws; and
establish advance notice requirements for nominations for
elections to our board of directors or for proposing matters
that can be acted upon by stockholders at stockholder meetings.
25
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26
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27
on an actual basis without any adjustments to reflect subsequent
or anticipated events;
on a pro forma basis reflecting (i) the conversion of all
outstanding shares of our Series A, Series B,
Series C,
Series C-1,
Series D and Series E preferred stock into an
aggregate of 86,286,697 shares of our common stock
effective immediately prior to the completion of this offering,
for a total of 108,025,682 shares of common stock, which
amount includes 1,738,172 shares subject to put and
(ii) the reclassification of our preferred stock warrant
liabilities from current liabilities to additional paid in
capital effective upon the completion of this offering; and
on a pro forma as adjusted basis reflecting the conversion and
reclassification described above and the receipt by us of the
net proceeds from the sale
of shares
of common stock in this offering at an assumed initial public
offering price of $ per
share, after deducting the estimated underwriting discounts and
commissions and estimated offering expenses payable by us.
As of December 31, 2006
Pro Forma
Actual
Pro Forma
as Adjusted
(In thousands, except share data)
$
16,032
$
16,032
1,005
101,695
4,357
4,357
20
106
102,614
(75
)
(75
)
(99,502
)
(99,502
)
(99,557
)
3,143
$
7,500
$
7,500
13,619,700 shares of common stock issuable upon exercise of
options outstanding at a weighted-average exercise price of
$0.40 per share;
5,316,147 shares of common stock reserved for future
issuance under our 1999 Stock Plan;
7,000,000 shares of common stock reserved for future
issuance under our 2007 Equity Incentive Plan, which will be
effective upon completion of this offering;
28
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100,000 shares of common stock issuable upon the exercise
of a warrant, which warrant shall terminate if not exercised
prior to this offering, at an exercise price of $1.00 per
share; and
775,923 shares of common stock issuable upon the exercise
of warrants, which total includes warrants for our preferred
stock that will become exercisable for common stock after this
offering, at a weighted-average exercise price of $0.96 per
share.
29
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$
$
0.05
$
Shares Purchased
Total Consideration
Average Price
Number
Percent
Amount
Percent
per Share
108,025,682
%
$
88,752,479
%
$
0.82
100.0
%
$
100.0
%
$
13,619,700 shares of common stock issuable upon exercise of
options outstanding at a weighted-average exercise price of
$0.40 per share;
5,316,147 shares of common stock reserved for future
issuance under our 1999 Stock Plan;
7,000,000 shares of common stock reserved for future issuance
under our 2007 Equity Incentive Plan, which will be effective
upon completion of this offering;
100,000 shares of common stock issuable upon the exercise
of a warrant, which warrant shall terminate if not exercised
prior to this offering, at an exercise price of $1.00 per
share; and
775,923 shares of common stock issuable upon the exercise
of warrants, which total includes warrants for our preferred
stock that will become exercisable for common stock after this
offering, at a weighted-average exercise price of $0.96 per
share.
30
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31
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33
35
32
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Year Ended
January 31,
Year Ended December 31,
2003
2003
2004
2005
2006
(In thousands, except share and per share data)
$
15,400
$
23,355
$
34,894
$
50,267
$
66,293
14,925
15,671
13,153
18,218
20,560
9,134
11,677
13,890
18,953
21,473
6,172
5,444
5,493
7,416
9,009
4,431
4,124
4,982
7,089
8,293
562
772
356
2,437
1,371
35,224
37,688
37,874
54,113
60,706
(19,824
)
(14,333
)
(2,980
)
(3,846
)
5,587
(885
)
(595
)
(246
)
(208
)
231
(96
)
125
(14
)
(224
)
(20,708
)
(14,928
)
(3,226
)
(4,164
)
5,719
(182
)
50
(20,708
)
(14,928
)
(3,226
)
(3,982
)
5,669
(440
)
(20,708
)
(14,928
)
(3,226
)
(4,422
)
5,669
(2,216
)
(2,476
)
(2,141
)
(2,638
)
(3,179
)
$
(22,924
)
$
(17,404
)
$
(5,367
)
$
(7,060
)
$
2,490
$
(1.77
)
$
(1.29
)
$
(0.38
)
$
(0.46
)
$
0.00
12,918,989
13,451,440
14,358,561
15,650,969
19,236,064
Table of Contents
(1)
Amortization of stock-based compensation is included in the line
items above as follows:
Year Ended
January 31,
Year Ended December 31,
2003
2003
2004
2005
2006
(In thousands)
$
$
$
$
$
12
82
13
128
171
14
3
91
$
128
$
171
$
14
$
3
$
198
As of
January 31,
As of December 31,
2003
2003
2004
2005
2006
(In thousands)
$
6,973
$
9,557
$
8,404
$
9,174
$
16,032
11,778
15,482
15,678
20,792
31,493
23,603
22,154
22,967
29,477
42,087
13,645
15,515
18,591
27,220
32,880
4,072
2,421
1,438
1,283
2,261
404
349
2,218
4,997
5,362
78,586
93,737
95,878
98,516
101,695
(73,735
)
(89,919
)
(95,230
)
(102,294
)
(99,557
)
Year Ended
January 31,
Year Ended December 31,
2003
2003
2004
2005
2006
(In thousands)
Consolidated Statement of Cash
Flows Data:
$
(12,653
)
$
(3,912
)
$
1,907
$
4,253
$
10,905
5,865
6,604
2,745
5,123
4,259
1,962
726
1,208
1,071
2,314
34
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Year Ended
January 31,
Year Ended December 31,
2003
2003
2004
2005
2006
(In thousands)
Other Financial and Operating
Data (unaudited):
$
(13,930
)
$
(7,558
)
$
(221
)
$
730
$
9,945
(2)
We define Adjusted EBITDA as net income plus the (benefit)
provision for income taxes, depreciation, amortization of
purchased intangible assets and stock-based compensation; plus
interest expense (income) and other income. Adjusted EBITDA is
not a measure of liquidity calculated in accordance with GAAP,
and should be viewed as a supplement to not a
substitute for our results of operations presented
on the basis of GAAP. Adjusted EBITDA does not purport to
represent cash flow provided by, or used in, operating
activities as defined by GAAP. Our statement of cash flows
presents our cash flow activity in accordance with GAAP.
Furthermore, Adjusted EBITDA is not necessarily comparable to
similarly-titled measures reported by other companies.
Adjusted EBITDA is widely used by investors to measure a
companys operating performance without regard to items
such as interest expense, taxes, depreciation and amortization,
and stock-based compensation, which can vary substantially from
company to company depending upon accounting methods and book
value of assets, capital structure and the method by which
assets were acquired; and
analysts and investors use Adjusted EBITDA as a supplemental
measure to evaluate the overall operating performance of
companies in our industry.
as a measure of operating performance, because it removes the
impact of items not directly resulting from our core operations;
for planning purposes, including the preparation of our internal
annual operating budget;
to allocate resources to enhance the financial performance of
our business;
to evaluate the effectiveness of our operational
strategies; and
in communications with the board of directors, stockholders,
analysts and investors concerning our financial performance.
Year Ended
January 31,
Year Ended December 31,
2003
2003
2004
2005
2006
(In thousands)
$
(20,708
)
$
(14,928
)
$
(3,226
)
$
(4,422
)
$
5,669
(182
)
50
562
772
356
2,437
1,371
5,303
5,832
2,389
2,686
2,888
128
171
14
3
198
885
595
246
208
(231
)
$
(13,930
)
$
(7,558
)
$
(221
)
$
730
$
9,945
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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
37
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increased sales to existing customers, as a result of our
efforts to deepen our relationships with these clients by
increasing their awareness of, and confidence in, the value of
our digital marketing intelligence platform;
growth in our customer base through the addition of new
customers;
increases in the prices of our products and services;
the sales of new products to existing and new customers; and
growth in sales outside of the U.S. as a result of entering
into new international markets.
38
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39
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40
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41
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Year Ended December 31,
2004
2005
2006
100.0
%
100.0
%
100.0
%
37.7
36.2
31.0
39.8
37.7
32.4
15.7
14.8
13.6
14.3
14.1
12.5
1.0
4.8
2.1
108.5
107.7
91.6
(8.5
)
(7.7
)
8.4
(0.7
)
(0.4
)
0.3
(0.2
)
0.2
(0.3
)
(9.2
)
(8.3
)
8.6
(0.4
)
0.1
(9.2
)
(7.9
)
8.6
(0.9
)
(9.2
)
(8.8
)
8.6
(6.1
)
(5.2
)
(4.8
)
(15.4
)%
(14.0
)%
3.8
%
43
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Year Ended December 31,
Increase
Percent Change
2004 v.
2005 v.
2004 v.
2005 v.
2004
2005
2006
2005
2006
2005
2006
(Dollars in thousands)
$
34,894
$
50,267
$
66,293
$
15,373
$
16,026
44.1
%
31.9
%
Year Ended December 31,
Increase
Percent Change
2004 v.
2005 v.
2004 v.
2005 v.
2004
2005
2006
2005
2006
2005
2006
(Dollars in thousands)
$
13,153
$
18,218
$
20,560
$
5,065
$
2,342
38.5
%
12.9
%
37.7
%
36.2
%
31.0
%
44
Table of Contents
Year Ended December 31,
Increase
Percent Change
2004 v.
2005 v.
2004 v.
2005 v.
2004
2005
2006
2005
2006
2005
2006
(Dollars in thousands)
$
13,890
$
18,953
$
21,473
$
5,063
$
2,520
36.5
%
13.3
%
39.8
%
37.7
%
32.4
%
45
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Year Ended December 31,
Increase
Percent Change
2004 v.
2005 v.
2004 v.
2005 v.
2004
2005
2006
2005
2006
2005
2006
(Dollars in thousands)
$
5,493
$
7,416
$
9,009
$
1,923
$
1,593
35.0
%
21.5
%
15.7
%
14.8
%
13.6
%
Year Ended December 31,
Increase
Percent Change
2004 v.
2005 v.
2004 v.
2005 v.
2004
2005
2006
2005
2006
2005
2006
(Dollars in thousands)
$
4,982
$
7,089
$
8,293
$
2,107
$
1,204
42.3
%
17.0
%
14.3
%
14.1
%
12.5
%
46
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Year Ended December 31,
Increase
Percent Change
2004 v.
2005 v.
2004 v.
2005 v.
2004
2005
2006
2005
2006
2005
2006
(Dollars in thousands)
$
356
$
2,437
$
1,371
$
2,081
$
(1,066
)
584.6
%
(43.7
)%
1.0
%
4.8
%
2.1
%
47
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Three Months Ended
Mar. 31,
Jun. 30,
Sept. 30,
Dec. 31,
Mar. 31,
Jun. 30,
Sept. 30,
Dec. 31,
2005
2005
2005
2005
2006
2006
2006
2006
(In thousands) (Unaudited)
$
11,135
$
13,150
$
12,953
$
13,029
$
14,985
$
16,906
$
16,165
$
18,237
3,936
4,863
4,602
4,817
5,148
5,205
4,977
5,230
4,234
4,813
4,821
5,085
5,345
5,323
5,171
5,634
1,678
1,876
1,908
1,954
2,137
2,258
2,273
2,341
1,489
1,804
1,779
2,017
1,918
2,176
1,897
2,302
621
603
612
601
371
333
333
334
11,958
13,959
13,722
14,474
14,919
15,295
14,651
15,841
(823
)
(809
)
(769
)
(1,445
)
66
1,611
1,514
2,396
(58
)
(71
)
(39
)
(40
)
11
23
84
113
(21
)
(1
)
(72
)
(2
)
6
(33
)
3
149
(6
)
(8
)
2
(211
)
(6
)
(9
)
(902
)
(881
)
(886
)
(1,495
)
85
1,390
1,595
2,649
(53
)
(52
)
(38
)
(39
)
50
(849
)
(829
)
(848
)
(1,456
)
85
1,390
1,595
2,599
(440
)
(849
)
(829
)
(1,288
)
(1,456
)
85
1,390
1,595
2,599
(611
)
(643
)
(675
)
(709
)
(742
)
(777
)
(812
)
(848
)
$
(1,460
)
$
(1,472
)
$
(1,963
)
$
(2,165
)
$
(657
)
$
613
$
783
$
1,751
48
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(1)
Amortization of stock-based compensation is included in the line
items above as follows:
Three Months Ended
Mar. 31,
Jun. 30,
Sept. 30,
Dec. 31,
Mar. 31,
Jun. 30,
Sept. 30,
Dec. 31,
2005
2005
2005
2005
2006
2006
2006
2006
(In thousands) (Unaudited)
$
$
$
$
$
$
2
$
4
$
6
6
26
23
27
2
4
7
1
1
1
1
10
40
40
$
$
1
$
1
$
1
$
7
$
40
$
71
$
80
As a Percentage of Total Revenues
Three Months Ended
Mar. 31,
Jun. 30,
Sept. 30,
Dec. 31,
Mar. 31,
Jun. 30,
Sept. 30,
Dec. 31,
2005
2005
2005
2005
2006
2006
2006
2006
(Unaudited)
100.0
%
100.0
%
100.0
%
100.0
%
100.0
%
100.0
%
100.0
%
100.0
%
35.3
37.0
35.5
37.0
34.4
30.8
30.8
28.7
38.0
36.6
37.2
39.0
35.7
31.5
32.0
30.9
15.1
14.3
14.7
15.0
14.3
13.4
14.1
12.9
13.4
13.7
13.7
15.5
12.8
12.9
11.7
12.6
5.6
4.6
4.7
4.6
2.5
2.0
2.1
1.8
107.4
106.2
105.8
111.1
99.6
90.5
90.6
86.9
(7.4
)
(6.2
)
(5.8
)
(11.1
)
0.4
9.5
9.4
13.1
(0.5
)
(0.5
)
(0.3
)
(0.3
)
0.1
0.1
0.5
0.6
(0.2
)
(0.6
)
(0.2
)
0.8
(1.2
)
(8.1
)
(6.7
)
(6.8
)
(11.4
)
0.6
8.2
9.9
14.5
(0.5
)
(0.4
)
(0.3
)
(0.3
)
0.3
(7.6
)
(6.3
)
(6.5
)
(11.1
)
0.6
8.2
9.9
14.3
(3.4
)
(7.6
)
(6.3
)
(9.9
)
(11.1
)
0.6
8.2
9.9
14.3
(5.5
)
(4.9
)
(5.2
)
(5.4
)
(5.0
)
(4.6
)
(5.0
)
(4.6
)
(13.1
)
(11.2
)
(15.1
)
(16.6
)
(4.4
)
3.6
4.8
9.6
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For the Year Ended
December 31,
2004
2005
2006
(In thousands)
$
1,907
$
4,253
$
10,905
(1,332
)
(2,505
)
(9,573
)
(952
)
(1,092
)
(1,381
)
25
(36
)
(43
)
(352
)
620
(92
)
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Less Than
More Than
Total
1 Year
1-3 Years
3-5 Years
5 Years
(In thousands)
$
4,418
$
1,986
$
2,432
5,058
2,009
2,063
760
226
$
9,476
$
3,995
$
4,495
$
760
$
226
52
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53
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54
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55
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56
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Panel of global Internet users.
Our ability to
provide digital marketing intelligence is based on information
continuously gathered from a broad cross-section of more than
two million Internet users worldwide who have granted us
explicit permission to confidentially measure their Internet
usage patterns, online and certain offline buying behavior and
other activities. Through our proprietary technology, we measure
detailed Internet audience activity across the spectrum of
digital content and marketing channels. Many comScore panelists
also participate in online survey research that captures and
integrates demographic, attitudinal, lifestyle and product
preference information with Internet behavior data. The global
nature of our Internet panel enables us to provide digital
marketing intelligence for over 30 individual countries. Our
global capability is valuable to companies based in
international markets as well as to multi-national companies
that want to better understand their global Internet audiences
and the effectiveness of their global digital business
initiatives.
Scalable technology infrastructure.
We
developed our databases and computational infrastructure to
support the growth in online activity among our global Internet
panel and the increasing complexity of digital content formats,
advertising channels and communication applications. The design
of our technology infrastructure is based on distributed
processing and data capture environments that allow for the
collection and organization of vast amounts of data on online
activity, including usage of proprietary networks such as AOL,
instant messaging and audio and video streaming. Our database
infrastructure currently captures approximately 182 million
Web pages and 4.5 billion URL records each week from our
global Internet panel, resulting in over 28 terabytes of data
collected by our platform each month. We believe that our
efficient and scalable technology infrastructure allows us to
operate and expand our data collection infrastructure on a
cost-effective basis. In recognition of the scale of our data
collection and warehousing technology, we have received multiple
awards, including the 2003, 2004 and 2005 Winter Corporation
Grand Prize for Database Size on a Windows NT Platform.
Advanced digital marketing intelligence.
We
use our proprietary technology to compile vast amounts of data
on Internet user activity and to organize the data into
discrete, measurable elements that can be used to provide
actionable insights to our customers. We believe that our
digital marketing intelligence platform enables companies to
gain a deeper understanding of their digital audiences, which
allows them to better assess and improve their company and
product-specific competitive position. Because our marketing
intelligence is based on a large sample of global Internet users
and can incorporate
57
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multi-channel transactional data, we are able to provide
companies with an enhanced understanding of digital audience
activity beyond their own Web sites and the ability to better
assess the link between digital marketing and offline user
activity. Digital content providers, marketers, advertising
agencies, merchants and service providers can use the insights
our platform provides to craft improved marketing campaigns and
strategies and to measure the effectiveness and return on
investment of their digital initiatives.
Objective third-party resource for digital marketing
intelligence.
We are an independent company that
is not affiliated with the digital businesses we measure and
analyze, allowing us to serve as an objective third-party
provider of digital marketing intelligence. Because businesses
use our data to plan and evaluate the purchase and sale of
online advertising and to measure the effectiveness of digital
marketing, it is important that we provide unbiased data,
marketing intelligence, reports and analyses. We deploy advanced
statistical methodologies in building and maintaining the
comScore global Internet user panel and utilize proven data
capture, and computational practices in collecting,
statistically projecting, aggregating and analyzing information
regarding online user activity. We believe that our approach
ensures that the insights we provide are as objective as
possible and allows us to deliver products and services that are
of value to our customers in their key business decision-making.
We believe that the media industry views us as a highly
recognized and credible resource for digital marketing
intelligence. For example, between March 1 and
December 31, 2006, our information on digital activity was
cited more than 16,500 times by third-party media outlets, an
average of approximately 55 citations per day. Our data are
regularly cited by well-known media outlets such as the
Associated Press, Reuters, Bloomberg, CNBC,
The New York
Times
and
The Wall Street
Journal.
Moreover, many of the leading Wall
Street investment banks also purchase and cite our data in their
published research reports prepared by financial analysts that
cover Internet businesses.
Vertical industry expertise.
We have developed
expertise across a variety of industries to provide digital
marketing intelligence specifically tailored to the needs of our
customers operating in specific industry sectors. We have
dedicated personnel to address the automotive, consumer packaged
goods, entertainment, financial services, media, pharmaceutical,
retail, technology, telecommunications and travel sectors. We
believe that companies across different industries have distinct
information and marketing intelligence needs related to
understanding their digital audiences and buyers, evaluating
marketing initiatives and understanding company or
product-specific competitive position. For example, a
pharmaceutical company may want to understand how online
research by consumers influences new prescriptions for a
particular drug, while a financial services company may want to
assess the effectiveness of its online advertising campaigns in
signing up new consumers and how this compares to the efforts of
its competitors. By working with companies in various industries
over the course of multiple years, we have developed
industry-specific applications of our data and our client
service representatives have developed industry-specific
knowledge and expertise that allow us to deliver relevant and
meaningful marketing insight to our customers.
Ease of use and functionality.
The comScore
digital marketing intelligence platform is designed to be easy
to use by our customers. Our Media Metrix products are available
through the Internet using a standard browser. Media Metrix
customers can also run customized reports and refine their
analyses using an intuitive interface available on our Web site.
Our Marketing Solutions products are available either through
the Internet or by using standard software applications such as
Microsoft Excel, Microsoft PowerPoint or SPSS analytical
software. Our customers do not need to install additional
hardware or complex software to access and use our products.
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Deepen relationships with current
customers.
We intend to work closely with our
customers to enable them to continuously enhance the value they
obtain from our digital marketing intelligence platform. Many of
our customers are Fortune 1000 companies that deploy
multiple marketing initiatives, and we believe many of our
customers would benefit from more extensive use of our product
offerings to gain additional insights into their key digital
initiatives. We will work to develop and expand our customer
relationships to increase our customers use of our digital
marketing intelligence platform.
Grow our customer base.
As the digital media,
commerce, marketing and communications sectors continue to grow,
we believe the demand for digital marketing intelligence
products will increase. To meet this increase in market demand,
we intend to invest in sales, marketing and account management
initiatives in an effort to expand our customer base. We intend
to offer both general and industry-specific digital marketing
products that deliver value to a wide range of potential
customers in current and new industry verticals.
Expand our digital marketing intelligence
platform.
We expect to continue to increase our
product offerings through our digital marketing intelligence
platform. As digital markets become more complex, we believe
that companies will require new information and insights to
measure, understand and evaluate their digital business
initiatives. We intend to develop new applications that leverage
our digital marketing intelligence platform to be able to
provide the most timely and relevant information to our
customers. For example, in 2003 we were one of the first
companies to offer data, analysis and reports on the
fast-growing Internet search market.
Address emerging digital media.
The extension
of digital media and communications to include new formats such
as VoIP, IP television, content for mobile phones and next
generation gaming consoles creates new opportunities to measure
and analyze emerging digital media. We intend to extend our
digital marketing platform to capture, measure and analyze user
activity in these emerging digital media and communications
formats.
Extend technology leadership.
We believe that
the scalability and functionality of our database and
computational infrastructure provide us with a competitive
advantage in the digital media intelligence market. Accordingly,
we intend to continue to invest in research and development to
extend our technology leadership. We intend to continue to
enhance our technology platform to improve scalability,
performance and cost effectiveness and to expand our product
offerings.
Build brand awareness through media
exposure.
Our digital media, commerce and
marketing information is frequently cited by media outlets. In
addition, we proactively provide them with data and insights
that we believe may be relevant to their news reports and
articles. We believe that media coverage increases awareness and
credibility of the comScore and Media Metrix brands and
supplements our marketing efforts. We intend to continue to work
with media outlets, including news distributors, newspapers,
magazines, television networks, radio stations and online
publishers, to increase their use of comScore data in content
that discusses digital sector activity.
Grow internationally.
While we are currently
in the early stages of providing customers with international
services, we believe that a significant opportunity exists to
provide our product offerings to multi-national and
international companies. Approximately half of the existing
comScore Internet user panel resides outside of the United
States. In July 2006, we launched World Metrix, a product that
measures global digital media usage. World Metrix is based on a
sample of online users from countries that comprise
approximately 95% of the global Internet population. We plan to
expand our sales and marketing and account management presence
outside the U.S. as we provide a broader array of digital
marketing intelligence products that are tailored to local
country markets as well as the global marketplace.
59
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comprehensive reports detailing online behavior for home, work
and university audiences;
demographic characteristics of visitors to Web sites and
properties;
buying power metrics that profile Web site audiences based on
their online buying behavior;
detailed measurement and reporting of online behavior for over
30 countries and over 100 U.S. local markets;
measurement of key ethnic segments, including the online
Hispanic population; and
reach and frequency metrics for online advertising campaigns
that show the percent of a target audience reached and the
frequency of exposure to advertising messages.
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Digital Marketing Intelligence
Measurement
Examples of Customer
Uses
63
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fifteen of the top twenty online properties, based on total
unique visitors, as ranked by our Media Metrix database for the
month of December 2006, including Microsoft, Yahoo!, AOL and
Google;
ten of the top twenty U.S. Internet service providers,
based on the number of subscribers as of the third quarter of
2006, as ranked by ISP Planet;
the top ten investment banks, based on 2006 revenues, as ranked
by Dealogic;
97 advertising and media buying agencies;
five of the top six consumer banks, based on consolidated assets
as of December 31, 2006, as ranked by the Federal Reserve
System, National Information Center;
seven of the top ten pharmaceutical companies, based on 2005
worldwide sales, as ranked by IMS Health; and
seven of the top eight credit card issuers, based on total
credit cards outstanding in 2006, as ranked by the 2006 Nilson
Report.
Microsoft
is a leading provider of software,
services and solutions. Since 2001, Microsofts Internet
division, MSN, has used our global panel data to better
understand the needs of consumers, to help guide product
planning strategies and to measure the impact of online
marketing efforts, and has increased its use of our products in
each subsequent year. Since 2004, MSN has purchased detailed
Internet clickstream data patterns to study how consumers use
MSN and competitive services, in order to better meet consumer
needs. Since June 2005, MSN has used our qSearch product to
measure and benchmark the behavior of consumers and competitors
in the Internet search market. Since 2005, we have also provided
MSN with advertising studies that it has used to measure the
impact of MSNs online marketing campaigns and demonstrate
to clients the effectiveness of online advertising. In addition,
since 1999, Microsoft has been a customer of SurveySite, a
company that we acquired on December 31, 2004. comScore
SurveySite provides Microsoft with insights about their
customers, partners and employees by conducting online
qualitative research and quantitative surveys, including ongoing
customer satisfaction tracking programs. comScore SurveySite has
been a Premier Vendor for Online Research to Microsoft since
2002. comScore SurveySite was also the winner of the 2005
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Microsoft Vendor Program Excellence Award in Technology in
recognition of its innovative SiteRecruit system. In 2006,
comScore SurveySite was also named a Relationship Marketing
Specialty Vendor, a designation shared by only five market
research vendors worldwide. comScore SurveySite has worked
across all of Microsofts principal business groups
including Platform Products and Services, Business Products and
Services and Entertainment and Devices.
Verizon Communications
is a leader in delivering
broadband and other wireline and wireless communication
innovations to business, government and wholesale and retail
customers. Since 2001, Verizon Communications has used comScore
Marketing Solutions products to better understand the
competitive landscape in the Internet access industry and trends
in broadband offerings. Starting with the purchase of an ISP
market share analysis for two specific markets, Verizon
Communications now uses our data and analyses in over 40 markets
to not only understand its competitive position in the industry,
but also to determine the efficacy of its broadband product line
and to help guide marketing strategies. Verizon Communications
also uses other comScore Marketing Solutions products to obtain
answers to a variety of other business issues.
Starcom USA
is an independent operating unit of
Starcom MediaVest Group, a global advertising and marketing
agency. Starcom has been a customer of comScores Marketing
Solutions products since 2004, when it purchased an analysis to
quantify the impact of a Fortune 500 clients online
advertising on its share of consumer eCommerce spending during
the 2003 holiday shopping season. In 2005, Starcom expanded the
relationship to include comScore Marketing Solutions
online survey capabilities. Since 2004, Starcoms purchases
of our products have expanded from purchasing surveys and
holiday season eCommerce tracking to purchases covering almost
the entire year. Starcom uses our digital market intelligence to
analyze the impact of online advertising on its clients
share of consumer eCommerce spending at a total Internet and
product category level. Starcom also uses our marketing
solutions brand accountability analyses that we generate from
survey results from our global consumer Internet panel.
Yahoo!
is a leading global Internet portal. Yahoo!
became a customer when we acquired certain Media Metrix assets
in 2002. Since then, Yahoo! has purchased additional Media
Metrix products and in 2004 chose comScore as Yahoo!s
source of record for Internet audience measurement and search.
Yahoo! has exclusively used Media Metrix for digital marketing
intelligence in the U.S. since 2006. In 2002, our
relationship with Yahoo! expanded with the launch of our qSearch
product that tracks consumers use of various search
engines. qSearch information is used by Yahoo! in numerous
aspects of managing its search business, including product
development, market share tracking, competitive analysis, ad
effectiveness and executive reporting. Yahoo! also commissioned
us to conduct several analyses that measured the degree to which
offline sales and latent online sales (sales made days or weeks
after the initial click-through) were impacted by search
advertising. In late 2005 and throughout 2006, Yahoo! integrated
our advertising effectiveness testing products into its suite of
advertiser products, thereby enabling its advertisers to analyze
campaign effectiveness by measuring a variety of different
metrics including offline sales, surveyed branding and
awareness, online site usage and trademark search activity. In
2006, we completed two significant studies for Yahoo! entitled
Close the Loop a study on the link
between search and image advertising, and Brand Advocates:
The Impact of Search and Social Media on Branding. We
became a preferred provider of services to Yahoo! in 2006. In
2007, our relationship with Yahoo! grew with the addition of
international and worldwide data and ongoing adoption of certain
of our new syndicated and custom comScore digital marketing
intelligence products.
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large and small companies that provide data and analysis of
consumers online behavior, including Compete Inc., Hitwise
Pty. Ltd and NetRatings, Inc.;
online advertising companies that provide measurement of online
ad effectiveness, including aQuantive, Inc., DoubleClick Inc.,
ValueClick Inc., and WPP Group plc;
companies that provide audience ratings for TV, radio and other
media that have extended or may extend their current services,
particularly in certain international markets, to the
measurement of digital media, including Arbitron Inc., Nielsen
Media Research, Inc. and Taylor Nelson Sofres plc;
analytical services companies that provide customers with
detailed information of behavior on their own Web sites,
including Omniture, Inc., WebSideStory, Inc. and WebTrends
Corporation;
full-service market research firms and survey providers that may
measure online behavior and attitudes, including Harris
Interactive Inc., Ipsos Group, Taylor Nelson Sofres plc and The
Nielsen Company; and
specialty information providers for certain industries that we
serve, including IMS Health Incorporated (healthcare) and
Telephia, Inc. (telecommunications).
the ability to provide actual and perceived high-quality,
accurate and reliable data regarding Internet and other digital
media audience behavior and activity in a timely manner,
including the ability to maintain a large and statistically
representative sample panel;
the ability to adapt product offerings to emerging digital media
technologies and standards;
the breadth and depth of our products and their flexibility and
ease of use;
the availability of data across various industry verticals and
geographic areas and our expertise across these verticals and in
these geographic areas;
the ability to offer survey-based information combined with
digital media usage, eCommerce data and other online information
collected from panelists;
the ability to offer high-quality analytical services based on
Internet and other digital media audience measurement
information;
the ability to offer products that meet the changing needs of
customers and provide high-quality service; and
the prices that are charged for products based on the perceived
value delivered.
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F-30
48
President, Chief Executive Officer
and Director
59
Executive Chairman of the Board of
Directors
55
Chief Financial Officer
37
Chief Technology Officer
37
General Counsel and Chief Privacy
Officer
49
Director
48
Director
59
Director
66
Director
45
Director
(1)
Member of the audit committee.
(2)
Member of the compensation committee.
(3)
Member of the nominating and governance committee.
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any breach of their duty of loyalty to the corporation or its
stockholders;
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
unlawful payments of dividends or unlawful stock repurchases or
redemptions; or
any transaction from which the director derived an improper
personal benefit.
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Competition.
Compensation should reflect the
competitive marketplace, so we can retain, attract, and motivate
talented executives.
Accountability for Business
Performance.
Compensation should be tied, in
part, to financial performance, so that executives are held
accountable through their compensation for contributions to the
performance of the company as a whole through the performance of
the businesses for which they are responsible.
Accountability for Individual
Performance.
Compensation should be tied, in
part, to the individuals performance to encourage and
reflect individual contributions to our performance. Our board
of directors considers individual performance as well as
performance of the businesses and responsibility areas that an
individual oversees, and weights these factors as appropriate in
assessing a particular individuals performance.
Alignment with Stockholder
Interests.
Compensation should be tied, in part,
to our financial performance through equity awards to align
executives interests with those of our stockholders.
Independence.
An independent committee of our
board of directors should be, and is, responsible for reviewing
and establishing the compensation for our Chief Executive
Officer and Executive Chairman, and for reviewing and approving
the compensation recommendations made by our Chief Executive
Officer for all of our other executive officers.
develop a culture that embodies a passion for our business,
creative contribution and a drive to achieve established goals
and objectives;
provide leadership to the organization in such a way as to
maximize the results of our business operations;
lead us by demonstrating forward thinking in the operation,
development and expansion of our business;
effectively manage organizational resources to derive the
greatest value possible from each dollar invested; and
take strategic advantage of the market opportunity to expand and
grow our business.
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regularly reviewed the performance of and the total compensation
earned by or awarded to our Chief Executive Officer and
Executive Chairman independent of input from them;
examined on an annual basis the performance of our other named
executive officers and other key employees with assistance from
our Chief Executive Officer and Executive Chairman, and approved
compensation packages that are competitive in the marketplace;
and
regularly held executive sessions of the compensation committee
meeting without management present.
their achievement of specific objectives established during the
prior review;
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an assessment of their professional effectiveness, consisting of
a portfolio of competencies that include leadership, commitment,
creativity and organizational accomplishment; and
their knowledge, skills and attitude, focusing on capabilities,
capacity and the ability to drive results.
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health and dental insurance;
life insurance;
short-and long-term disability; and
401(k) plan.
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Option
All Other
Year
Salary
Bonus
Awards
Compensation
Total
2006
$
297,612
$
117,273
$
3,072
(1)
$
417,957
President, Chief Executive
Officer and Director
2006
156,731
47,019
$
87,366
42
(2)
291,158
Chief Financial
Officer
2006
281,635
111,409
3,072
(1)
396,116
Executive Chairman of the
Board
of Directors
2006
222,115
44,423
3,072
(1)
269,610
Chief Technology
Officer
2006
149,077
29,815
2,173
(3)
181,065
General Counsel and Chief
Privacy Officer
2006
60,772
141,345
(4)
202,117
Former Chief Financial
Officer
(1)
Includes discretionary matching contributions of $3,000 each by
us to Dr. Abrahams, Mr. Fulgonis and
Mr. Dales respective 401(k) plan accounts and payment
of life insurance premiums on behalf of each officer.
(2)
Represents life insurance premium paid by us on behalf of
Mr. Green.
(3)
Includes discretionary matching contributions of $2,000 by us to
the Ms. Lins 401(k) plan account and payment of life
insurance premiums on behalf of Ms. Lin.
(4)
Includes payment of health insurance premiums for six months,
payment of unused accrued vacation, discretionary matching
contributions by us to the officers 401(k) account,
payment of life insurance premiums on behalf of the officer and
a severance payment equivalent to six months salary.
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All Other Option
Awards: Number of
Securities
Exercise or Base
Underlying
Price per Share
Grant Date
Options
of Option Awards
President, Chief Executive
Officer and
Director
5/9/2006
650,000
(1)
$
1.50
Chief Financial
Officer
Executive Chairman of the Board
of Directors
Chief Technology
Officer
General Counsel and Chief
Privacy Officer
Former Chief Financial
Officer
(1)
1/48th of the total number of shares subject to option vest
monthly.
Option Awards
Equity Incentive
Plan Awards: Number
Number of Securities
of Securities
Underlying
Underlying
Option
Option
Unexercised Options
Unexercised
Exercise
Expiration
Exercisable
Unexercisable
Unearned Options
Price
Date
1,083,465
(1)
1,622,030
(1)
$
0.05
12/16/2013
President, Chief Executive
Officer and Director
81,248
(2)
568,752
(2)
1.50
5/9/2016
Chief Financial
Officer
1,166,725
(3)
0.05
12/16/2013
Executive Chairman of the
Board of Directors
170,633
0.05
4/28/2014
125
0.05
4/28/2014
59,896
0.05
4/28/2014
349
0.05
4/28/2014
90,625
0.05
4/28/2014
99,998
(2)
50,002
(2)
0.05
4/28/2014
91,665
(2)
108,335
(2)
0.49
2/2/2015
18,749
(2)
56,251
(2)
0.90
12/28/2015
5,417
0.05
4/28/2014
5,834
0.05
4/28/2014
21,879
(4)
6,245
(4)
0.05
4/28/2014
25,402
(2)
19,356
(2)
0.05
4/28/2014
12,499
(2)
37,501
(2)
0.90
12/28/2015
Former Chief Financial
Officer
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(1)
Vesting for Dr. Abrahams option grant is based on the
following milestones related to our performance, the completion
of each shall be determined by a good faith determination of our
board of directors:
581,633 shares vested when we first achieved an EBITDA
greater than $0 for a full fiscal quarter;
581,633 shares vested when we first achieved revenues of
$40 million or greater for a twelve month period;
520,199 shares vested when we first achieved revenues of
$50 million or greater for a twelve month period;
581,633 shares shall vest when we first achieve net income
of greater than $0 for a twelve month period;
520,199 shares shall vest when we first achieve pretax net
income of $5 million or greater for a twelve month
period; and
520,198 shares shall vest when we first achieve pretax net
income of $10 million or greater for a twelve month period.
Any unvested shares remaining under the option shall vest on the
earlier of (i) December 16, 2009 or (ii) the
consummation of a change in control, provided that
Dr. Abraham remains a service provider to us.
Dr. Abraham has since exercised part of this option award
for a total of 600,000 shares.
(2)
1/48th of the total number of shares subject to option vest
monthly.
(3)
Vesting for Mr. Fulgonis option grant is based on the
following milestones related to our performance, the completion
of each shall be determined by a good faith determination of our
board of directors:
418,367 shares vested when we first achieved an EBITDA
greater than $0 for a full fiscal quarter;
418,367 shares vested when we first achieved revenues of
$40 million or greater for a twelve month period;
374,178 shares vested when we first achieved revenues of
$50 million or greater for a twelve month period;
418,367 shares shall vest when we first achieve net income
of greater than $0 for a twelve month period;
374,178 shares shall vest when we first achieve pretax net
income of $5 million or greater for a twelve month
period; and
374,178 shares shall vest when we first achieve pretax net
income of $10 million or greater for a twelve month period.
Any unvested shares remaining under the option shall vest on the
earlier of (i) December 16, 2009 or (ii) the
consummation of a change in control, provided that
Mr. Fulgoni remains a service provider to us.
Mr. Fulgoni has since exercised part of this option award
for a total of 1,210,912 shares.
(4)
1/38th of the total number of shares subject to option vest
monthly.
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Option Awards
Number of Shares
Value Realized
Acquired on Exercise
on Exercise
President, Chief Executive
Officer and Director
Chief Financial
Officer
836,734
$
Executive Chairman of the Board
of Directors
374,178
Chief Technology
Officer
General Counsel and Chief
Privacy Officer
114,581
Former Chief Financial
Officer
166,666
114,574
114,577
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4% of the outstanding shares of our common stock on the last day
of the immediately preceding fiscal year;
9,000,000 shares; or
such other amount as our board of directors may determine.
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each beneficial owner of 5% or more of the outstanding shares of
our common stock;
each of our directors;
each of our named executive officers;
each selling stockholder; and
all directors and executive officers as a group.
Shares Beneficially Owned
Shares Beneficially Owned
Prior to the Offering
Number of
After the Offering
Number
Percent
Shares Offered
Number
Percent
29,514,275
27.3
%
12,530,421
11.6
10,949,164
10.1
8,708,908
8.1
8,505,767
7.9
5,887,217
5.4
7,816,877
7.2
6,696,019
6.2
828,633
*
108,333
*
510,398
*
177,481
*
*
*
144,583
*
33,333
*
*
16,315,477
14.8
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*
Represents less than one percent (1%) of the outstanding shares
of common stock.
(1)
Includes 21,486,401 shares held by Accel VII L.P.,
5,371,593 shares held by Accel Internet Fund III L.P.,
and 2,656,281 shares held by Accel Investors 99 L.P.
(together, the Accel Funds). Accel VII Associates
L.L.C. is a general partner of Accel VII L.P. and has sole
voting and dispositive power with respect to the shares held by
Accel VII L.P. Accel Internet Fund III Associates L.L.C. is
a general partner of Accel Internet Fund III L.P. and has
sole voting and dispositive power with respect to the shares
held by Accel Internet Fund III L.P. James W. Breyer,
Arthur C. Patterson, Theresia Gouw Ranzetta, James R. Swartz,
and J. Peter Wagner are managing members of Accel VII Associates
L.L.C. and Accel Internet Fund III Associates L.L.C. and
share voting and dispositive powers. They are also the General
Partners of Accel Investors 99 L.P. and share voting and
dispositive power with respect to the shares held by Accel
Investors 99 L.P. The general partners and managing
members disclaim beneficial ownership of the shares owned by the
Accel Funds except to the extent of their proportionate
pecuniary interest therein. The address for Accel Partners is
428 University Avenue, Palo Alto, California 94301.
(2)
Includes 10,988,417 shares held by J.P. Morgan
Partners (SBIC), LLC (JPMP SBIC) and
1,542,004 shares held by J.P. Morgan Partners (BHCA),
L.P. (BHCA). The sole member of JPMP SBIC is BHCA.
Pursuant to
Rule 13d-3
under the Exchange Act, BHCA may be deemed to beneficially own
the shares held by JPMP SBIC; however, the foregoing shall not
be construed as an admission that BHCA is the beneficial owner
of such shares. The general partner of BHCA is JPMP Master Fund
Manager, L.P. (JPMP MFM). The general partner of
JPMP MFM is JPMP Capital Corp. (JPMP Capital), a
wholly owned subsidiary of JPMorgan Chase & Co. Each of
JPMP MFM and JPMP Capital may be deemed, pursuant to
Rule 13d-3
under the Exchange Act, to beneficially own the shares held by
JPMP MFM and BHCA; however, the foregoing shall not be construed
as an admission that JPMP SBIC or JPMP Capital is the beneficial
owner of such shares. JPMP Capital exercises voting and
dispositive power over the securities held by JPMP SBIC and
BHCA. Voting and disposition decisions at JPMP Capital are made
by an investment committee of three or more of its officers, and
therefore no individual officer of JPMP Capital is the
beneficial owner of the securities. The address for each of JPMP
SBIC, BHCA, JPMP MFM and JPMP Capital is
c/o J.P. Morgan Partners, LLC, 270 Park Avenue, New
York, New York 10017.
(3)
Includes 8,968,827 shares held by Institutional Venture
Partners X, L.P. and 1,980,337 shares held by Institutional
Venture Partners X GmbH & Co. Beteiligungs KG. The
address of Institutional Venture Partners is 3000 Sand Hill
Road, Building 2, Suite 250, Menlo Park, California
94025.
(4)
Shares beneficially owned by Lehman Brothers Inc. includes
shares held by the following wholly owned subsidiaries and
affiliates of Lehman Brothers Inc.: 3,829,870 shares held
by LB I Group Inc., 3,157,739 shares held by Lehman
Brothers Venture Partners L.P., and 1,721,299 shares held
by Lehman Brothers Venture Capital Partners I, L.P. The
address for Lehman Brothers Inc. is 3000 Sand Hill Road,
Building 3, Suite 190, Menlo Park, CA 94025.
(5)
Adams Street Partners, LLC, is the administrative member of BVCF
IV, L.P., the entity that holds these shares. Adams Street
Partners, LLC disclaims beneficial ownership of these shares
except to the extent of its proportionate pecuniary interest
therein. Mr. Thomas D. Berman is a partner of Adams Street
Partners, LLC. Mr. Berman disclaims beneficial ownership of
these shares except to the extent of his proportionate pecuniary
interest therein.
(6)
Includes 5,621,116 shares held by Topspin Partners, L.P.
and 266,101 shares held by Topspin Associates, L.P. The
address for Topspin Partners is Three Expressway Plaza, Roslyn
Heights, New York 11577.
(7)
Includes 2,909,375 shares held by the Abraham Family Trust
and 1,083,465 shares subject to options that are
immediately exercisable or exercisable within 60 days of
December 31, 2006. Also includes 114,638 shares
subject to options held by Mr. Abrahams wife, Linda
Abraham, that are immediately exercisable or exercisable within
60 days of December 31, 2006.
(8)
Includes 545,047 shares subject to options that are
immediately exercisable or exercisable within 60 days of
December 31, 2006.
(9)
Includes 108,333 shares subject to options that are
immediately exercisable or exercisable within 60 days of
December 31, 2006.
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(10)
Includes 77,614 shares subject to options that are
immediately exercisable or exercisable within 60 days of
December 31, 2006.
(11)
This total does not include 8,505,767 shares held by JP
Morgan Chase Bank as custodian for BVCF IV, L.P. Mr. Berman
is a partner of Adams Street Partners, LLC, the administrative
member of BVCF IV, L.P. Mr. Berman disclaims beneficial
ownership of these shares except to the extent of his
proportionate pecuniary interest therein.
(12)
This does not include 29,514,275 shares owned by the Accel
Funds. Bruce Golden is a general partner of Accel Partners.
Mr. Golden disclaims beneficial ownership of any of the
Accel Funds shares except to the extent of his
proportionate pecuniary interest therein.
(13)
Includes 44,583 shares subject to options that are
immediately exercisable or exercisable within 60 days of
December 31, 2006 and 100,000 shares subject to
warrants that are immediately exercisable or exercisable within
60 days of December 31, 2006.
(14)
Includes 33,333 shares subject to options that are
immediately exercisable or exercisable within 60 days of
December 31, 2006.
(15)
Mr. Wilson is a managing member of Flatiron Partners and
shares voting and dispositive power with respect to the
3,699,712 shares of common stock (assuming the conversion
of all shares of preferred stock) owned by the Flatiron Funds
and Flatiron Associates entities. Mr. Wilson disclaims
beneficial ownership of these shares except to the extent of his
proportionate pecuniary interest therein.
(16)
Includes 2,004,992 shares subject to options that are
immediately exercisable or exercisable within 60 days of
December 31, 2006 and 100,000 shares subject to
warrants that are immediately exercisable or exercisable within
60 days of December 31, 2006.
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restricting dividends on the common stock;
diluting the voting power of the common stock;
impairing the liquidation rights of the common stock; or
delaying or preventing changes in control or management of our
company.
A warrant issued on June 9, 2000 to purchase
46,551 shares of our Series B Convertible Preferred
Stock at an exercise price of $2.90 per share. This warrant
was issued in connection with the lease of certain of our
equipment. Upon the automatic conversion of our convertible
preferred stock immediately prior to the completion of this
offering, the warrant shall be exercisable for
92,347 shares of our common stock at an exercise price of
$1.46 per share. The warrant shall terminate on the earlier
of (i) June 9, 2010 or (ii) five years from the
date of effectiveness of this registration statement. However,
if this warrant is not exercised prior to termination and the
fair market value of a share of our common stock exceeds the
exercise price per share of this warrant immediately prior to
termination, this warrant will automatically exercise prior to
expiration.
A warrant issued on July 31, 2000 to purchase
20,100 shares of our common stock to a consultant to us at
an exercise price of $2.50 per share. The warrant shall
terminate on July 31, 2010.
A warrant issued on September 29, 2000 to purchase
9,694 shares of our Series B Convertible Preferred
Stock at an exercise price of $4.90 per share. This warrant
was issued in connection with the lease of certain of our
equipment. Upon the automatic conversion of our convertible
preferred stock immediately prior to the completion of this
offering, the warrant shall be exercisable for
19,231 shares of our common stock at an exercise price of
$2.47 per share. The warrant shall terminate on the earlier
of (i) September 29, 2010 or (ii) five years from
the date of effectiveness of this registration statement.
However, if this warrant is not exercised prior to termination
and the fair market value of a share of our common stock exceeds
the exercise price per share of this warrant immediately prior
to termination, this warrant will automatically exercise prior
to expiration.
A warrant issued on June 26, 2001 to purchase
100,000 shares of our common stock to William Henderson, a
member of our board of directors, at an exercise price of
$1.00 per share. The warrant shall terminate on the earlier
of (i) June 26, 2011; (ii) the completion of this
offering; or (iii) a change of control as defined in the
warrant.
A warrant issued on November 30, 2001 to purchase
10,000 shares of our common stock to our landlord at an
exercise price of $5.90 per share. The warrant shall
terminate on September 30, 2009.
A warrant issued on July 3, 2002 to purchase
12,000 shares of our common stock to our landlord at an
exercise price of $3.00 per share. The warrant shall
terminate on the earlier of (i) July 3, 2012;
(ii) the receipt of prior written notice from an
underwriter of this offering requesting exercise; or
(iii) the closing of a merger as defined in the warrant.
However, if this warrant is not exercised prior to termination
and the fair market value of a share of our common stock exceeds
the exercise price per share of this warrant immediately prior
to termination, this warrant will automatically exercise prior
to expiration.
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A warrant issued on July 31, 2002 to purchase
36,127 shares of our Series D Convertible Preferred
Stock at an exercise price of $0.8996 per share. This
warrant was issued in connection with a promissory note. Upon
the automatic conversion of our convertible preferred stock
immediately prior to the completion of this offering, the
warrant shall be exercisable for 40,625 shares of our
common stock at an exercise price of $0.80 per share. The
warrant includes certain registration rights under our fourth
amended and restated investor rights agreement, but the holder
of the warrant does not have a stand-alone right to demand
registration of the shares. The warrant shall terminate on the
later of (i) July 31, 2012 or (ii) five years
from the completion of this offering. However, if this warrant
is not exercised prior to termination and the fair market value
of a share of our common stock exceeds the exercise price per
share of this warrant immediately prior to termination, this
warrant will automatically exercise prior to expiration.
A warrant issued on July 31, 2002 to purchase
108,382 shares of our Series D Convertible Preferred
Stock at an exercise price of $0.8996 per share. This
warrant was issued in connection with the lease of certain of
our equipment originally. Upon the automatic conversion of our
convertible preferred stock immediately prior to the completion
of this offering, the warrant shall be exercisable for
121,875 shares of our common stock at an exercise price of
$0.80 per share. The warrant includes certain registration
rights under our fourth amended and restated investor rights
agreement, but the holder of the warrant does not have a
stand-alone right to demand registration of the shares. The
warrant shall terminate on the later of (i) July 31,
2012 or (ii) five years from the completion of this
offering. However, if this warrant is not exercised prior to
termination and the fair market value of a share of our common
stock exceeds the exercise price per share of this warrant
immediately prior to termination, this warrant will
automatically exercise prior to expiration.
A warrant issued on December 5, 2002 to purchase
45,854 shares of our Series D Convertible Preferred
Stock at an exercise price of $0.8996 per share. This
warrant was issued in connection with a promissory note. Upon
the automatic conversion of our convertible preferred stock
immediately prior to the completion of this offering, the
warrant shall be exercisable for 51,563 shares of our
common stock at an exercise price of $0.80 per share. The
warrant includes certain registration rights under our fourth
amended and restated investor rights agreement. The warrant
shall terminate on December 4, 2012. However, if this
warrant is not exercised prior to termination and the fair
market value of a share of our common stock exceeds the exercise
price per share of this warrant immediately prior to
termination, this warrant will automatically exercise prior to
expiration.
A warrant issued on June 24, 2003 to purchase
100,000 shares of our common stock to our landlord at an
exercise price of $0.60 per share. The warrant shall
terminate on the earlier of (i) June 24, 2013;
(ii) the receipt of prior written notice from an
underwriter of this offering requesting exercise; or
(iii) the closing of a merger as defined in the warrant.
However, if this warrant is not exercised prior to termination
and the fair market value of a share of our common stock exceeds
the exercise price per share of this warrant immediately prior
to termination, this warrant will automatically exercise prior
to expiration.
A warrant issued on December 19, 2003 to purchase
240,000 shares of our Series E Convertible Preferred
Stock at an exercise price of $0.50 per share. This warrant
was issued in connection with an equipment financing. Upon the
automatic conversion of our convertible preferred stock
immediately prior to the completion of this offering, the
warrant shall be exercisable for 240,000 shares of our
common stock at an exercise price of $0.50 per share. The
warrant includes certain registration rights under our fourth
amended and restated investor rights agreement, but the holder
of the warrant does not have a stand-alone right to demand
registration of the shares. The warrant shall terminate on the
later of (i) December 19, 2013; or (ii) five
years from the completion of this offering. However, in the
event that an underwriter of this offering provides prior
written notice to the holder of the warrant requesting exercise,
the warrant must either be exercised or waived. Furthermore,
this warrant will expire upon the closing of a merger as defined
in the warrant. However, if this warrant is not exercised prior
to termination and the fair market value of a share of our
common stock exceeds the exercise price per share of this
warrant immediately prior to termination, this warrant will
automatically exercise prior to expiration.
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A warrant issued on April 29, 2005 to purchase 68,182 shares of
our common stock to a creditor at an exercise price of $1.10 per
share. The warrant shall terminate on the later of (i) April 29,
2015 or (ii) five years after the closing of this offering. The
warrant shall also terminate upon a merger as defined in the
warrant. However, if the warrant is not exercised prior to
termination and the fair market value of a share of our common
stock exceeds the exercise price per share of this warrant
immediately prior to termination, this warrant shall
automatically exercise prior to expiration.
acquisition of us by means of a tender offer;
acquisition of us by means of a proxy contest or
otherwise; or
removal of our incumbent officers and directors.
Undesignated Preferred Stock.
The ability to
authorize undesignated preferred stock makes it possible for our
board of directors to issue one or more series of preferred
stock with voting or other rights or preferences that could
impede the success of any attempt to change control of comScore.
These and other provisions may have the effect of deferring
hostile takeovers or delaying changes in control or management
of our company.
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Stockholder Meetings.
Our charter documents
provide that a special meeting of stockholders may be called
only by resolution adopted by the board of directors.
Requirements for Advance Notification of Stockholder
Nominations and Proposals.
Our bylaws establish
advance notice procedures with respect to stockholder proposals
and the nomination of candidates for election as directors,
other than nominations made by or at the direction of the board
of directors or a committee of the board of directors.
Board Classification.
Our board of directors
is divided into three classes. The directors in each class will
serve for a three-year term, one class being elected each year
by our stockholders. This system of electing and removing
directors may tend to discourage a third party from making a
tender offer or otherwise attempting to obtain control of us,
because it generally makes it more difficult for stockholders to
replace a majority of the directors.
Limits on Ability of Stockholders to Act by Written
Consent.
We have provided in our certificate of
incorporation that our stockholders may not act by written
consent. This limit on the ability of our stockholders to act by
written consent may lengthen the amount of time required to take
stockholder actions. As a result, a holder controlling a
majority of our capital stock would not be able to amend our
bylaws or remove directors without holding a meeting of our
stockholders called in accordance with our bylaws.
Amendment of Certificate of Incorporation and
Bylaws.
The amendment of the above provisions of
our amended and restated certificate of incorporation and bylaws
requires approval by holders of at least two-thirds of our
outstanding capital stock entitled to vote generally in the
election of directors.
before such date, the board of directors of the corporation
approved either the business combination or the transaction that
resulted in the stockholder becoming an interested stockholder;
upon completion of the transaction that resulted in the
stockholder becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of the
corporation outstanding at the time the transaction began,
excluding for purposes of determining the voting stock
outstanding (but not the outstanding voting stock owned by the
interested stockholder) those shares owned (i) by persons
who are directors and also officers and (ii) employee stock
plans in which employee participants do not have the right to
determine confidentially whether shares held subject to the plan
will be tendered in a tender or exchange offer; or
on or after such date, the business combination is approved by
the board of directors and authorized at an annual or special
meeting of the stockholders, and not by written consent, by the
affirmative vote of at least
66
2
/
3
%
of the outstanding voting stock that is not owned by the
interested stockholder.
any merger or consolidation involving the corporation and the
interested stockholder;
any sale, lease, exchange, mortgage, transfer, pledge or other
disposition of 10% or more of either the assets or outstanding
stock of the corporation involving the interested stockholder;
subject to certain exceptions, any transaction that results in
the issuance or transfer by the corporation of any stock of the
corporation to the interested stockholder;
any transaction involving the corporation that has the effect of
increasing the proportionate share of the stock of any class or
series of the corporation beneficially owned by the interested
stockholder; or
97
Table of Contents
the receipt by the interested stockholder of the benefit of any
loans, advances, guarantees, pledges or other financial benefits
by or through the corporation.
98
Table of Contents
shares
will be eligible for sale immediately upon completion of this
offering, subject in some cases to volume and other restrictions
of Rule 144 and Rule 701 under the Securities Act;
additional
shares will be eligible for sale in the public market under
Rule 144 or Rule 701 beginning 90 days after the
date of this prospectus, subject to volume, manner of sale, and
other limitations under those rules;
additional
shares will become eligible for sale, subject to the provisions
of Rule 144, Rule 144(k) or Rule 701, beginning
180 days after the date of this prospectus, upon the
expiration of agreements not to sell such shares entered into
between the underwriters and such stockholders; and
additional
shares will be eligible for sale from time to time thereafter
upon expiration of their respective one-year holding periods,
but could be sold earlier if the holders exercise any available
registration rights.
99
Table of Contents
one percent of the then outstanding shares of our common stock
(approximately shares
immediately after the offering); or
the average weekly trading volume in the common stock on The
NASDAQ Global Market during the four calendar weeks preceding
the sale.
100
Table of Contents
the gain is effectively connected with the conduct by the
non-U.S. holder
of a U.S. trade or business (in which case the special
rules described below under the caption Dividends or Gains
Effectively Connected with a U.S. Trade or Business
apply);
subject to certain exceptions, the
non-U.S. holder
is an individual who is present in the United States for
183 days or more in the year of disposition, in which case
the gain would be subject to a flat 30% tax, which may be offset
by U.S. source capital losses, even though the individual
is not considered a resident of the U.S.; or
101
Table of Contents
the rules of the Foreign Investment in Real Property Tax Act, or
FIRPTA, described below, treat the gain as effectively connected
with a U.S. trade or business.
102
Table of Contents
103
Table of Contents
Number of Shares
Per Share
Total
Without
With
Without
With
Over-allotment
Over-allotment
Over-allotment
Over-allotment
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
104
Table of Contents
the information presented in this prospectus and otherwise
available to the underwriters;
the history of and prospects for the industry in which we
compete;
the ability of our management;
the prospects for our future earnings;
the present state of our development and our current financial
condition;
the recent market prices of, and the demand for, publicly traded
common stock of generally comparable companies; and
the general condition for the securities markets at the time of
this offering.
105
Table of Contents
Stabilizing transactions permit bids to purchase the underlying
security so long as the stabilizing bids do not exceed a
specified maximum.
Over-allotment involves sales by the underwriters of shares in
excess of the number of shares the underwriters are obligated to
purchase, which creates a syndicate short position. The short
position may be either a covered short position or a naked short
position. In a covered short position, the number of shares
over-allotted by the underwriters is not greater than the number
of shares that they may purchase in the over-allotment option.
In a naked short position, the number of shares involved is
greater than the number of shares in the over-allotment option.
The underwriters may close out any covered short position by
either exercising their over-allotment option
and/or
purchasing shares in the open market.
Syndicate covering transactions involve purchases of the common
stock in the open market after the distribution has been
completed in order to cover syndicate short positions. In
determining the source of shares to close out the short
position, the underwriters will consider, among other things,
the price of shares available for purchase in the open market as
compared to the price at which they may purchase shares through
the over-allotment option. If the underwriters sell more shares
than could be covered by the over-allotment option, a naked
short position, the position can only be closed out by buying
shares in the open market. A naked short position is more likely
to be created if the underwriters are concerned that there could
be downward pressure on the price of the shares in the open
market after pricing that could adversely affect investors who
purchase in the offering.
Penalty bids permit Credit Suisse Securities (USA) LLC to
reclaim a selling concession from a syndicate member when the
common stock originally sold by the syndicate member is
purchased in a stabilizing or syndicate covering transaction to
cover syndicate short positions.
(a)
to legal entities that are authorized or regulated to operate in
the financial markets or, if not so authorized or regulated,
whose corporate purpose is solely to invest in securities;
(b)
to any legal entity that has two or more of (1) an average
of at least 250 employees during the last financial year;
(2) a total balance sheet of more than 43,000,000 and
(3) an annual net turnover of more than 50,000,000,
as shown in its last annual or consolidated accounts;
106
Table of Contents
(c)
to fewer than 100 natural or legal persons (other than qualified
investors as defined in the Prospectus Directive) subject to
obtaining the prior consent of the manager for any such
offer; or
(d)
in any other circumstances that do not require the publication
by us of a prospectus pursuant to Article 3 of the
Prospectus Directive.
(a)
it has only communicated or caused to be communicated and will
only communicate or cause to be communicated an invitation or
inducement to engage in investment activity (within the meaning
of section 21 of FSMA) to persons who have professional
experience in matters relating to investments falling with
Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 or in circumstances in
which section 21 of FSMA does not apply to us; and
(b)
it has complied with, and will comply with, all applicable
provisions of FSMA with respect to anything done by it in
relation to the common stock in, from or otherwise involving the
United Kingdom.
107
Table of Contents
the purchaser is entitled under applicable provincial securities
laws to purchase the common stock without the benefit of a
prospectus qualified under those securities laws;
where required by law, that the purchaser is purchasing as
principal and not as agent;
the purchaser has reviewed the text above under Resale
Restrictions; and
the purchaser acknowledges and consents to the provision of
specified information concerning its purchase of common stock to
the regulatory authority that by law is entitled to collect the
information.
108
Table of Contents
109
Table of Contents
Page
F-2
F-3
F-5
F-6
F-7
F-8
F-1
Table of Contents
comScore, Inc.
McLean, Virginia
F-2
Table of Contents
December 31,
2005
2006
(In thousands)
$
5,124
$
5,032
4,050
11,000
10,328
14,123
1,029
1,068
261
270
20,792
31,493
4,480
6,980
786
1,267
2,355
983
1,064
1,364
$
29,477
$
42,087
F-3
Table of Contents
December 31,
2005
2006
(In thousands,
except share data)
$
1,048
$
1,353
4,185
6,020
19,588
22,776
1,618
1,726
781
1,005
27,220
32,880
1,283
2,261
174
77
362
374
29,039
35,592
8,443
8,154
15,668
15,130
27,565
26,633
458
443
31,337
34,682
15,045
16,653
4,216
4,357
17
20
(6
)
(24
)
(75
)
(102,281
)
(99,502
)
(102,294
)
(99,557
)
$
29,477
$
42,087
F-4
Table of Contents
Years Ended December 31,
2004
2005
2006
(In thousands, except share and per share data)
$
34,894
$
50,267
$
66,293
13,153
18,218
20,560
13,890
18,953
21,473
5,493
7,416
9,009
4,982
7,089
8,293
356
2,437
1,371
37,874
54,113
60,706
(2,980
)
(3,846
)
5,587
(246
)
(208
)
231
(96
)
125
(14
)
(224
)
(3,226
)
(4,164
)
5,719
(182
)
50
(3,226
)
(3,982
)
5,669
(440
)
(3,226
)
(4,422
)
5,669
(2,141
)
(2,638
)
(3,179
)
$
(5,367
)
$
(7,060
)
$
2,490
$
(0.38
)
$
(0.46
)
$
0.00
14,358,561
15,650,969
19,236,064
$
0.07
$
0.08
$
0.08
457,596
1,738,172
1,738,172
$
$
$
12
82
13
14
3
91
$
14
$
3
$
198
F-5
Table of Contents
Accumulated Other
Common Stock
Additional Paid-In
Deferred Stock
Comprehensive
Total Stockholders
Shares
Amount
Capital
Compensation
Income (Loss)
Accumulated Deficit
Deficit
(In thousands, except share data)
13,729,967
$
14
$
$
(10
)
$
30
$
(89,953
)
$
(89,919
)
(3,226
)
(3,226
)
(19
)
(19
)
2,403,710
2
121
123
(928,125
)
(1
)
(45
)
(46
)
1
1
13
13
16
16
(105
)
(2,036
)
(2,141
)
(32
)
(32
)
15,205,552
15
(9
)
11
(95,247
)
(95,230
)
(4,422
)
(4,422
)
(35
)
(35
)
1,531,888
2
134
136
3
3
16
16
8
8
(158
)
(2,480
)
(2,638
)
(132
)
(132
)
16,737,440
17
(6
)
(24
)
(102,281
)
(102,294
)
5,669
5,669
(51
)
(51
)
3,263,373
3
238
241
6
(3
)
3
195
195
(433
)
(2,746
)
(3,179
)
(141
)
(141
)
20,000,813
$
20
$
$
(75
)
$
(99,502
)
$
(99,557
)
F-6
Table of Contents
Years Ended December 31,
2004
2005
2006
(In thousands)
$
(3,226
)
$
(4,422
)
$
5,669
2,389
2,686
2,888
356
2,437
1,371
12
90
212
14
3
198
14
224
440
30
33
33
(182
)
(97
)
(736
)
(3,540
)
(3,882
)
539
(157
)
(311
)
174
539
30
1,689
(245
)
1,417
608
6,427
3,139
58
130
14
1,907
4,253
10,905
(41
)
(9
)
(5,600
)
(8,960
)
(14,900
)
6,400
8,810
7,950
(1,208
)
(1,071
)
(2,314
)
(924
)
(943
)
(300
)
(300
)
(1,332
)
(2,505
)
(9,573
)
123
136
241
(46
)
(1,029
)
(1,228
)
(1,622
)
(952
)
(1,092
)
(1,381
)
25
(36
)
(43
)
(352
)
620
(92
)
4,856
4,504
5,124
$
4,504
$
5,124
$
5,032
$
353
$
314
$
249
$
$
1,704
$
2,707
$
2,141
$
2,638
$
3,179
F-7
Table of Contents
1.
Organization
2.
Summary
of Significant Accounting Policies
F-8
Table of Contents
F-9
Table of Contents
Useful Lives (Years)
3 to 4
1 to 3
1 to 3
2
F-10
Table of Contents
F-11
Table of Contents
F-12
Table of Contents
Years Ended December 31,
2004
2005
2006
(In thousands)
$
(3,226
)
$
(4,422
)
$
5,669
(19
)
(35
)
(51
)
$
(3,245
)
$
(4,457
)
$
5,618
F-13
Table of Contents
Year Ended December 31,
2004
2005
2006
8,950,177
14,104,727
13,750,111
565,643
565,643
565,643
1,948,660
1,994,800
576,786
86,286,744
86,286,744
86,286,744
F-14
Table of Contents
Year Ended December 31,
2004
2005
2006
(In thousands, except share and per share data)
$
(3,226
)
$
(4,422
)
$
5,669
(2,141
)
(2,638
)
(3,179
)
(32
)
(133
)
(138
)
(5,399
)
(7,193
)
2,352
(5,399
)
(6,753
)
(440
)
2,352
$
(5,399
)
$
(7,193
)
$
2,352
$
(0.38
)
$
(0.46
)
$
0.00
$
0.00
$
(0.03
)
$
0.00
14,358,561
15,650,969
19,236,064
$
0.07
$
0.08
$
0.08
457,596
1,738,172
1,738,172
F-15
Table of Contents
3.
Acquisitions
F-16
Table of Contents
(In thousands)
$
338
112
1,249
1,364
451
F-17
Table of Contents
(In thousands)
$
715
606
90
283
1,694
245
480
356
$
613
(In thousands)
$
323
213
2,228
237
F-18
Table of Contents
4.
Property
and Equipment
December 31
2005
2006
(In thousands)
$
15,165
$
14,855
3,220
2,816
1,178
1,159
832
1,079
20,395
19,909
(15,915
)
(12,929
)
$
4,480
$
6,980
5.
Goodwill
and Intangible Assets
December 31
2005
2006
(In thousands)
$
1,064
$
1,364
$
662
$
662
326
326
3,467
3,467
688
688
5,143
5,143
(2,788
)
(4,160
)
$
2,355
$
983
(In thousands)
$
967
16
F-19
Table of Contents
(In years)
1.7
3.4
2.7
2.0
6.
Accrued
Expenses
December 31,
2005
2006
(In thousands)
$
2,428
$
3,118
1,757
2,902
$
4,185
$
6,020
7.
Commitments
and Contingencies
Capital Leases
Operating Leases
(In thousands)
$
1,986
$
2,009
1,418
1,383
1,014
680
377
383
226
4,418
$
5,058
(431
)
3,987
(1,726
)
$
2,261
F-20
Table of Contents
8.
Income
Taxes
Year Ended December 31,
2004
2005
2006
(In thousands)
$
$
$
147
147
(182
)
(97
)
(182
)
(97
)
(182
)
50
F-21
Table of Contents
Year Ended December 31,
2004
2005
2006
34.0
%
34.0
%
34.0
%
(0.9
)
(1.2
)
3.4
4.5
2.6
5.6
0.4
(0.2
)
(37.6
)
(31.2
)
(41.9
)
0.0
%
4.6
%
0.9
%
December 31
2005
2006
(In thousands)
$
34,498
$
31,580
147
96
197
708
438
287
673
345
525
103
96
102
90
36,139
33,746
(174
)
(77
)
(36,139
)
(33,746
)
$
(174
)
$
(77
)
F-22
Table of Contents
9.
Convertible
Preferred Stock
F-23
Table of Contents
10.
Convertible
Preferred Stock Warrants
11.
Stockholders
Deficit
F-24
Table of Contents
0.00
%
63.37
%
4.76
%
6.02
F-25
Table of Contents
Weighted-Average
Number of Shares
Exercise Price
8,909,016
$
0.12
9,281,457
0.07
2,403,710
0.05
481,733
0.15
164,630
0.97
15,140,400
0.09
4,194,511
0.70
1,531,888
0.09
878,210
0.22
59,999
0.33
16,864,814
0.23
1,713,550
1.45
3,263,373
0.07
1,509,284
0.45
186,007
0.56
13,619,700
0.40
7,050,519
0.24
F-26
Table of Contents
Options Outstanding
Options Exercisable
Weighted-
Weighted-
Weighted-
Average
Weighted-
Average
Average
Remaining
Average
Remaining
Options
Exercise
Contractual
Options
Exercise
Contractual
Exercise Price
Outstanding
Price
Life
Exercisable
Price
Life
9,791,048
$
0.11
6.4
6,079,905
$
0.11
5.9
2,414,903
0.87
8.5
741,666
0.85
8.1
896,639
1.50
8.9
171,228
1.50
7.4
517,110
1.75
9.3
57,720
1.83
6.8
13,619,700
0.40
7.0
7,050,519
0.24
6.2
F-27
Table of Contents
10,683,130
6,902,114
20,023,442
423,730
24,248,733
24,005,548
5,316,147
13,619,700
310,282
105,532,826
12.
Employee
Benefit Plans
13.
Related
Party Transactions
14.
Geographic
Information
Year Ended December 31,
2004
2005
2006
(In thousands)
$
33,096
$
46,900
$
60,550
1,798
2,479
3,150
888
2,593
$
34,894
$
50,267
$
66,293
F-28
Table of Contents
December 31,
2005
2006
(In thousands)
$
4,063
$
6,525
413
305
4
150
$
4,480
$
6,980
15.
Quarterly
Financial Information (Unaudited)
Three Months Ended
Mar. 31,
Jun. 30,
Sept. 30,
Dec. 31,
Mar. 31,
Jun. 30,
Sept. 30,
Dec. 31,
2005
2005
2005
2005
2006
2006
2006
2006
(In thousands, except share and per share data)
$
11,135
$
13,150
$
12,953
$
13,029
$
14,985
$
16,906
$
16,165
$
18,237
3,936
4,863
4,602
4,817
5,148
5,205
4,977
5,230
4,234
4,813
4,821
5,085
5,345
5,323
5,171
5,634
1,678
1,876
1,908
1,954
2,137
2,258
2,273
2,341
1,489
1,804
1,779
2,017
1,918
2,176
1,897
2,302
621
603
612
601
371
333
333
334
11,958
13,959
13,722
14,474
14,919
15,295
14,651
15,841
(823
)
(809
)
(769
)
(1,445
)
66
1,611
1,514
2,396
(58
)
(71
)
(39
)
(40
)
11
23
84
113
(21
)
(1
)
(72
)
(2
)
6
(33
)
3
149
(6
)
(8
)
2
(211
)
(6
)
(9
)
(902
)
(881
)
(886
)
(1,495
)
85
1,390
1,595
2,649
(53
)
(52
)
(38
)
(39
)
50
(849
)
(829
)
(848
)
(1,456
)
85
1,390
1,595
2,599
(440
)
(849
)
(829
)
(1,288
)
(1,456
)
85
1,390
1,595
2,599
(611
)
(643
)
(675
)
(709
)
(742
)
(777
)
(812
)
(848
)
$
(1,460
)
$
(1,472
)
$
(1,963
)
$
(2,165
)
$
(657
)
$
613
$
783
$
1,751
F-29
Table of Contents
Three Months Ended
Mar. 31,
Jun. 30,
Sept. 30,
Dec. 31,
Mar. 31,
Jun. 30,
Sept. 30,
Dec. 31,
2005
2005
2005
2005
2006
2006
2006
2006
(In thousands, except share and per share data)
$
(1,493
)
$
(1,505
)
$
(1,996
)
$
(2,199
)
$
(691
)
$
579
$
748
$
1,716
$
(0.10
)
$
(0.10
)
$
(0.13
)
$
(0.14
)
$
(0.04
)
$
0.00
$
0.00
$
0.00
15,256,120
15,608,104
15,752,664
15,977,938
18,049,639
19,217,897
19,790,295
19,860,437
$
0.02
$
0.02
$
0.02
$
0.02
$
0.02
$
0.02
$
0.02
$
0.02
1,738,172
1,738,172
1,738,172
1,738,172
1,738,172
1,738,172
1,738,172
1,738,172
(1)
Amortization of stock-based compensation is included in the line
items above as follows:
$
$
$
$
$
$
2
$
4
$
6
6
26
23
27
2
4
7
1
1
1
1
10
40
40
$
$
1
$
1
$
1
$
7
$
40
$
71
$
80
Table of Contents
Credit
Suisse
Deutsche
Bank Securities
Friedman
Billings Ramsey
Jefferies &
Company
William
Blair & Company
Table of Contents
ITEM 13.
Other
Expenses of Issuance and Distribution
Amount to be Paid
$
2,648
9,125
100,000
*
*
*
*
*
*
*
*
To be filed by amendment
ITEM 14.
Indemnification
of Directors and Officers
II-1
Table of Contents
ITEM 15.
Recent
Sales of Unregistered Securities
II-2
Table of Contents
ITEM 16.
Exhibits
and Financial Statement Schedules
As of December 31,
2004
2005
2006
(In thousands)
$
(298
)
$
(102
)
$
(185
)
(12
)
(90
)
(212
)
208
7
209
$
(102
)
$
(185
)
$
(188
)
$
(32,698
)
$
(33,056
)
$
(36,139
)
(358
)
(3,083
)
2,393
$
(33,056
)
$
(36,139
)
$
(33,746
)
II-3
Table of Contents
ITEM 17.
Undertakings
II-4
Table of Contents
By:
President, Chief Executive Officer
(Principal Executive Officer) and Director
March 30, 2007
Chief Financial Officer (Principal
Financial and Accounting Officer)
March 30, 2007
Executive Chairman of the Board of
Directors
March 30, 2007
Director
March 30, 2007
Director
March 30, 2007
Table of Contents
Director
March 30, 2007
Director
March 30, 2007
Director
March 30, 2007
Table of Contents
Exhibit
1
.1*
Form of Underwriting Agreement
3
.1*
Amended and Restated Certificate
of Incorporation currently in effect
3
.2
Amended and Restated Bylaws
currently in effect
3
.3*
Form of Amended and Restated
Certificate of Incorporation of the Registrant (to be effective
upon the closing of the offering)
3
.4*
Form of Amended and Restated
Bylaws of the Registrant (to be effective upon the closing of
the offering)
4
.1*
Specimen Common Stock Certificate
4
.2
Fourth Amended and Restated
Investor Rights Agreement by and among comScore Networks, Inc.
and certain holders of preferred stock, dated August 1, 2003
4
.3
Warrant to purchase
46,551 shares of Series B Convertible Preferred Stock,
dated June 9, 2000
4
.4
Warrant to purchase
20,100 shares of common stock, dated July 31, 2000
4
.5
Warrant to purchase
9,694 shares of Series B Convertible Preferred Stock,
dated September 29, 2000
4
.6
Warrant to purchase
100,000 shares of common stock, dated June 26, 2001
4
.7
Warrant to purchase
10,000 shares of common stock, dated November 30, 2001
4
.8
Warrant to purchase
12,000 shares of common stock, dated July 3, 2002
4
.9
Warrant to purchase
36,127 shares of Series D Convertible Preferred Stock,
dated July 31, 2002
4
.10
Warrant to purchase
108,382 shares of Series D Convertible Preferred
Stock, dated July 31, 2002
4
.11
Warrant to purchase
45,854 shares of Series D Convertible Preferred Stock,
dated December 5, 2002
4
.12
Warrant to purchase
100,000 shares of common stock, dated June 24, 2003
4
.13
Warrant to purchase
240,000 shares of Series E Convertible Preferred
Stock, dated December 19, 2003
4
.14
Warrant to purchase 68,182 shares
of common stock, dated April 29, 2005
4
.15
Stock Restriction and Put Right
Agreement by and between comScore Networks, Inc. and Lawrence
Denaro, dated July 28, 2004
4
.16
Stock Restriction and Put Right
Agreement by and among comScore Networks, Inc., 954253 Ontario,
Inc. and Rice and Associates Advertising Consultants, Inc.,
dated January 1, 2005
5
.1*
Opinion of Wilson Sonsini
Goodrich & Rosati, Professional Corporation
10
.1
Form of Indemnification Agreement
for directors and executive officers
10
.2
1999 Stock Plan
10
.3
Form of Stock Option Agreement
under 1999 Stock Plan
10
.4
Form of Notice of Grant of
Restricted Stock Purchase Right under 1999 Stock Plan
10
.5
Form of Notice of Grant of
Restricted Stock Units under 1999 Stock Plan
10
.6
2007 Equity Incentive Plan
10
.7
Form of Notice of Grant of Stock
Option under 2007 Equity Incentive Plan
10
.8
Form of Notice of Grant of
Restricted Stock under 2007 Equity Incentive Plan
10
.9
Form of Notice of Grant of
Restricted Stock Units under 2007 Equity Incentive Plan
10
.10
Stock Option Agreement with Magid
M. Abraham, dated December 16, 2003
10
.11
Stock Option Agreement with Gian
M. Fulgoni, dated December 16, 2003
10
.12
Lease Agreement by and between
comScore Networks, Inc. and Comstock Partners, L.C., dated
June 23, 2003, as amended
10
.13
Separation Agreement with Sheri L.
Huston, dated February 28, 2006
10
.14
Letter Agreement with John M.
Green, dated May 8, 2006
21
.1
List of Subsidiaries
23
.1
Consent of Ernst & Young
LLP
23
.2*
Consent of Wilson Sonsini
Goodrich & Rosati, Professional Corporation (included
in Exhibit 5.1)
24
.1
Power of Attorney (included on
page II-4)
*
To be filed by amendment.
Page | ||||||
ARTICLE I CORPORATE OFFICES | 1 | |||||
|
||||||
1.1
|
REGISTERED OFFICE | 1 | ||||
1.2
|
OTHER OFFICES | 1 | ||||
|
||||||
ARTICLE II MEETINGS OF STOCKHOLDERS | 1 | |||||
|
||||||
2.1
|
PLACE OF MEETINGS | 1 | ||||
2.2
|
ANNUAL MEETING | 1 | ||||
2.3
|
SPECIAL MEETING | 1 | ||||
2.4
|
NOTICE OF STOCKHOLDERS MEETINGS | 2 | ||||
2.5
|
MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE | 2 | ||||
2.6
|
QUORUM | 2 | ||||
2.7
|
ADJOURNED MEETING; NOTICE | 3 | ||||
2.8
|
VOTING | 3 | ||||
2.9
|
VALIDATION OF MEETINGS; WAIVER OF NOTICE; CONSENT | 3 | ||||
2.10
|
STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING | 4 | ||||
2.11
|
RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS | 4 | ||||
2.12
|
PROXIES | 4 | ||||
2.13
|
INSPECTORS OF ELECTION | 5 | ||||
|
||||||
ARTICLE III DIRECTORS | 5 | |||||
|
||||||
3.1
|
POWERS | 5 | ||||
3.2
|
NUMBER AND TERM OF OFFICE | 6 | ||||
3.3
|
RESIGNATION AND VACANCIES | 6 | ||||
3.4
|
REMOVAL | 7 | ||||
3.5
|
PLACE OF MEETINGS; MEETINGS BY TELEPHONE | 7 | ||||
3.6
|
REGULAR MEETINGS | 7 | ||||
3.7
|
SPECIAL MEETINGS; NOTICE | 7 | ||||
3.8
|
QUORUM | 7 | ||||
3.9
|
WAIVER OF NOTICE | 8 | ||||
3.10
|
ADJOURNMENT | 8 | ||||
3.11
|
NOTICE OF ADJOURNMENT | 8 | ||||
3.12
|
BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING | 8 | ||||
3.13
|
FEES AND COMPENSATION OF DIRECTORS | 8 | ||||
3.14
|
APPROVAL OF LOANS TO OFFICERS | 8 | ||||
|
||||||
ARTICLE IV COMMITTEES | 9 | |||||
|
||||||
4.1
|
COMMITTEES OF DIRECTORS | 9 | ||||
4.2
|
MEETINGS AND ACTION OF COMMITTEES | 9 |
Page | ||||||
ARTICLE V OFFICERS | 9 | |||||
|
||||||
5.1
|
OFFICERS | 9 | ||||
5.2
|
ELECTION OF OFFICERS | 10 | ||||
5.3
|
SUBORDINATE OFFICERS | 10 | ||||
5.4
|
REMOVAL AND RESIGNATION OF OFFICERS | 10 | ||||
5.5
|
VACANCIES IN OFFICES | 10 | ||||
5.6
|
CHAIRMAN OF THE BOARD | 10 | ||||
5.7
|
CHIEF EXECUTIVE OFFICER | 10 | ||||
5.8
|
PRESIDENT | 10 | ||||
5.9
|
VICE PRESIDENTS | 11 | ||||
5.10
|
SECRETARY | 11 | ||||
5.11
|
CHIEF FINANCIAL OFFICER | 11 | ||||
|
||||||
ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS | 12 | |||||
|
||||||
6.1
|
INDEMNIFICATION OF DIRECTORS AND OFFICERS | 12 | ||||
6.2
|
INDEMNIFICATION OF OTHERS | 12 | ||||
6.3
|
INSURANCE | 12 | ||||
|
||||||
ARTICLE VII RECORDS AND REPORTS | 12 | |||||
|
||||||
7.1
|
MAINTENANCE AND INSPECTION OF RECORDS | 12 | ||||
7.2
|
INSPECTION BY DIRECTORS | 13 | ||||
7.3
|
ANNUAL STATEMENT TO STOCKHOLDERS | 13 | ||||
7.4
|
REPRESENTATION OF SHARES OF OTHER CORPORATIONS | 13 | ||||
|
||||||
ARTICLE VIII GENERAL MATTERS | 13 | |||||
|
||||||
8.1
|
RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING | 13 | ||||
8.2
|
CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS | 14 | ||||
8.3
|
CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED | 14 | ||||
8.4
|
STOCK CERTIFICATES; PARTLY PAID SHARES | 14 | ||||
8.5
|
SPECIAL DESIGNATION ON CERTIFICATES | 14 | ||||
8.6
|
LOST CERTIFICATES | 15 | ||||
8.7
|
CONSTRUCTION; DEFINITIONS | 15 | ||||
|
||||||
ARTICLE IX AMENDMENTS | 15 | |||||
|
||||||
ARTICLE X DISSOLUTION | 15 | |||||
|
||||||
ARTICLE XI CUSTODIAN | 16 | |||||
|
||||||
11.1
|
APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES | 16 | ||||
11.2
|
DUTIES OF CUSTODIAN | 16 |
-ii-
- 2 -
- 3 -
- 4 -
- 5 -
- 6 -
- 7 -
- 8 -
- 9 -
- 10 -
- 11 -
- 12 -
- 13 -
- 14 -
- 15 -
- 16 -
|
/s/ Leonardo Murphy
|
|
/s/ Jeffrey D. Saper
Secretary |
-2-
-3-
-4-
-5-
-6-
-7-
-8-
-9-
-10-
-11-
-12-
-13-
-14-
-15-
-16-
-17-
-18-
-19-
-20-
-21-
-22-
-23-
-24-
-25-
-26-
-27-
COMSCORE NETWORKS, INC. | ||||||
|
||||||
|
By: | /s/ Magid Abraham | ||||
|
||||||
|
Magid Abraham | |||||
|
President and Chief Executive Officer | |||||
|
||||||
Address for Notices: | ||||||
11465 Sunset Hills Road | ||||||
Reston, VA 20190 |
Citadel Purchasers | ||||||
CITADEL EQUITY FUND LTD. | ||||||
|
By: |
Citadel Limited Partnership, Portfolio
Manager |
||||
|
By: | GLB Partners, L.P., its General Partner | ||||
|
By: | Citadel Investment Group, L.L.C., its | ||||
|
General Partner | |||||
|
||||||
|
By: | /s/ Adam Cooper | ||||
|
||||||
|
Name: Adam Cooper | |||||
|
Title: General Counsel | |||||
|
||||||
Address for Notices:
131 South Dearborn 37 th Floor Chicago, IL 60603 Tel: (312) 395-2100 Fax:(312) 977-0250 |
||||||
|
||||||
With a copy to: | ||||||
|
||||||
131 South Dearborn
32nd Floor Chicago, IL 60603 Attn: General Counsel Tel: (312) 395-3067 Fax:(312)977-0280 |
Topspin Purchasers | ||||||
|
||||||
TOPSPIN PARTNERS L.P, | ||||||
|
||||||
|
By: | Topspin Management, LLC | ||||
|
By: | LG Capital Appreciation, LLC | ||||
|
||||||
|
By: | /s/ Leo Guthart | ||||
|
||||||
|
Leo Guthart | |||||
|
Member, LG Capital Appreciation, LLC | |||||
|
||||||
Address for Notices:
3 Expressway Plaza Suite 100 Roslyn Heights, NY 11577 Attention: Leo Guthart Tel.: (516) 625-9400 Fax:(516) 625-9499 |
||||||
|
||||||
TOPSPIN ASSOCIATES, L.P. | ||||||
|
||||||
|
By: | Topspin Management, LLC | ||||
|
By: | LG Capital Appreciation, LLC | ||||
|
||||||
|
By: | /s/ Leo Guthart | ||||
|
||||||
|
Leo Guthart | |||||
|
Member, LG Capital Appreciation, LLC | |||||
|
||||||
Address for Notices:
3 Expressway Plaza Suite 100 Roslyn Heights, NY 11577 Attention: Leo Guthart Tel: (516) 625-9400 Fax:(516) 625-9499 |
vSpring Purchaser | ||||||
|
||||||
vSPRING SBIC, L.P. | ||||||
|
||||||
vSpring SBIC, L.P., a Delaware limited partnership | ||||||
|
||||||
|
By: | vSpring SBIC Management, L.L.C., a | ||||
Delaware limited liability company, | ||||||
|
its General Partner | |||||
|
||||||
|
By: | /s/ Scott Petty | ||||
|
||||||
|
Scott Petty, Managing Member | |||||
|
||||||
Address for Notices:
vSpring Capital 2795 East Cottonwood Parkway Suite 360 Salt Lake City, UT 84121 Attention: Scott Petty Tel.: (801) 942-8999 Fax: (801) 942-1636 |
Adams Street Purchasers | ||||||
|
||||||
BVCF IV, L.P. | ||||||
|
||||||
|
By: | J. W. Puth Associates, LLC, its General Partner | ||||
|
By: |
Brinson Venture Management, LLC, its
Attorney-in-fact |
||||
|
By: |
Adams Street Partners, LLC, its
Administrative Member |
||||
|
||||||
|
By: | /s/ Thomas D. Berman | ||||
|
||||||
|
Thomas D. Berman
Partner |
|||||
|
||||||
Address for Notices for Adams Street
Purchasers:
209 South LaSalle Street Chicago, IL 60604 Attention: Thomas D. Berman Tel: (312) 553-7866 Fax: (312) 553-7870 |
IVP Purchasers | ||||||
|
||||||
INSTITUTIONAL VENTURE | ||||||
PARTNERS X, L.P. | ||||||
|
||||||
|
By: | Institutional Venture Management X, LLC | ||||
|
Its: | General Partner | ||||
|
||||||
|
By: | /s/ Norm Fogelsong | ||||
|
||||||
|
Managing Director | |||||
|
||||||
INSTITUTIONAL VENTURE | ||||||
PARTNERS X GmbH & CO. | ||||||
BETEILIGUNGS KG | ||||||
|
||||||
|
By: | Institutional Venture Management-X LLC | ||||
|
Its: | Managing Limited Partner | ||||
|
||||||
|
By: | /s/ Norm Fogelsong | ||||
|
||||||
|
Managing Director | |||||
|
||||||
Address for Notices for IVP Purchasers:
3000 Sand Hill Road Building 2, Suite 290 Menlo Park, CA 94025 Attn: Todd Chaffee |
Accel Purchasers | ||||||||
|
||||||||
ACCEL VII L.P. | ||||||||
|
||||||||
By: | Accel VII Associates L.L.C. | |||||||
Its General Partner | ||||||||
|
||||||||
|
By: | /s/ Tracy L. Sedlock | ||||||
|
||||||||
|
ATTORNEY-IN-FACT | |||||||
|
||||||||
ACCEL INTERNET FUND III L.P. | ||||||||
|
||||||||
By: | Accel Internet Fund III Associates L.L.C. | |||||||
Its General Partner | ||||||||
|
||||||||
|
By: | /s/ Tracy L. Sedlock | ||||||
|
||||||||
|
ATTORNEY-IN-FACT | |||||||
|
||||||||
ACCEL INVESTORS 99 L.P. | ||||||||
|
||||||||
|
By: | /s/ Tracy L. Sedlock | ||||||
|
||||||||
|
ATTORNEY-IN-FACT |
J.P Morgan Purchasers | ||||||
|
||||||
THE FLATIRON FUND 2000, LLC | ||||||
|
||||||
|
By: | /s/ Frederick Wilson | ||||
|
||||||
|
Managing Member | |||||
|
||||||
FLATIRON ASSOCIATES II, LLC | ||||||
|
By: | Flatiron Partners, LLC | ||||
Its Manager | ||||||
|
||||||
|
By: | /s/ Frederick Wilson | ||||
|
||||||
|
Managing Partner | |||||
|
||||||
THE FLATIRON FUND 1998/99, LLC | ||||||
|
||||||
|
By: | /s/ Frederick Wilson | ||||
|
||||||
|
Managing Member | |||||
|
||||||
FLATIRON ASSOCIATES, LLC | ||||||
|
By: | Flatiron Partners, LLC | ||||
Its Manager | ||||||
|
||||||
|
By: | /s/ Frederick Wilson | ||||
|
||||||
|
Managing Partner | |||||
|
||||||
THE FLATIRON FUND 2001, LLC | ||||||
|
||||||
|
By: | /s/ Frederick Wilson | ||||
|
||||||
|
Managing Member |
Lehman Brothers Purchasers | ||||||
|
||||||
LEHMAN BROTHERS VENTURE | ||||||
CAPITAL PARTNERS I, L.P. | ||||||
|
||||||
|
By: | LBI Group Inc., as General Partner | ||||
|
||||||
|
By: | /s/ Michael S. Castleman | ||||
|
||||||
|
Name: Michael S. Castleman | |||||
|
Its: Vice President | |||||
|
||||||
LEHMAN BROTHERS VENTURE | ||||||
PARTNERS L.P. | ||||||
|
By: | Lehman Brothers Venture G.P. Partnership | ||||
|
L.P., as General Partner | |||||
|
||||||
|
By: | Lehman Brothers Venture Associates Inc., | ||||
|
as General Partner | |||||
|
||||||
|
By: | /s/ Michael S. Castleman | ||||
|
||||||
|
Name: Michael S. Castleman | |||||
|
Its: Vice President | |||||
|
||||||
LB I GROUP INC. | ||||||
|
||||||
|
By: | /s/ Michael S. Castleman | ||||
|
||||||
|
Name: Michael S. Castleman | |||||
|
Its: Vice President | |||||
|
||||||
Addresses for Notices for Lehman Purchasers:
Michael S. Castleman Lehman Brothers Inc. 399 Park Avenue, 9 th Floor New York, NY 10022 Tel.: (212) 526-2969 Fax: (646) 758-4210 |
|
FOUNDERS AND SERIES C-l | |||
|
PURCHASERS | |||
|
||||
|
/s/ Magid Abraham | |||
|
||||
|
Magid Abraham | |||
|
||||
|
/s/ Gian Fulgoni | |||
|
||||
|
Gian Fulgoni | |||
|
||||
|
FOUNDERS | |||
|
||||
|
/s/ George Garrick | |||
|
||||
|
George Garrick | |||
|
||||
|
/s/ Michael Santer | |||
|
||||
|
Michael Santer |
Sincerely, | ComScore, Inc. | |||||
|
||||||
/s/ Vika Tonga
|
By: | /s/David B. Jones | ||||
|
||||||
Vika Tonga
|
Title: | Controller | ||||
Information/Document Specialist
|
||||||
|
||||||
Comdisco, Inc. | ||||||
|
||||||
|
By: | /s/Jill C. Hanses | ||||
|
||||||
|
Title: | /s/SVP |
- 1 -
Where:
|
X = | the number of shares of Preferred Stock to be issued to the Warrantholder, | ||
|
||||
|
Y = | the number of shares of Preferred Stock requested to be exercised under this Warrant Agreement. | ||
|
||||
|
A = | the fair market value of one (1) share of Preferred Stock. | ||
|
||||
|
B = | the Exercise Price. |
- 2 -
- 3 -
- 4 -
- 5 -
- 6 -
- 7 -
COMPANY: | COMSCORE, INC. | |||||
|
||||||
|
By: | /s/Magid Abraham | ||||
|
||||||
|
Title: | CEO | ||||
|
||||||
WARRANTHOLDER: | COMDISCO | |||||
|
||||||
|
By: | /s/Jill C. Hanses | ||||
|
||||||
|
Title: | SVP |
- 8 -
1
2
3
4
5
COMSCORE NETWORKS, INC. | ||||||||
|
||||||||
By: | /s/ Magid Abraham | |||||||
|
||||||||
Title: | C.E.O. | |||||||
|
||||||||
Kenneth Leiner | ||||||||
|
||||||||
Address: | 17724 Lisa Drive | |||||||
|
Derwood, MD 20855 | |||||||
|
||||||||
|
By: | |||||||
|
||||||||
|
Title: |
6
1
- 1 -
|
X | = |
Y (A-B)
|
Where:
|
X = | the number of shares of Preferred Stock to be issued to the Warrantholder. | ||
|
Y = | the number of shares of Preferred Stock requested to be exercised under this Warrant Agreement. | ||
|
A = | the fair market value of one (1) share of Preferred Stock. | ||
|
B = | the Exercise Price. |
- 2 -
- 3 -
- 4 -
- 5 -
- 6 -
- 7 -
COMPANY: | COMSCORE NETWORKS, INC. | |||||
|
||||||
|
By:
Title: |
/s/ Magid Abraham
/s/ CEO |
||||
|
||||||
WARRANTHOLDER: | COMDISCO, INC. | |||||
|
||||||
|
By: | |||||
|
Title: |
|
||||
|
|
- 8 -
1
2
3
4
(a) | 5:00 p.m., California time, on June 26, 2011; | ||
(b) | immediately prior to the initial underwritten public offering of the Companys Common Stock; or | ||
(c) | immediately upon the closing of a sale, conveyance, disposal or encumbrance of all or substantially all of the Companys property or business or the Companys merger into or consolidation with any other corporation or any other transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed (a Change of Control); provided, however, that a Change of Control shall not include any sale of stock directly by the Company to professional venture capital investors in connection with a transaction the primary purpose of which is to raise financing for the Company. |
5
6
COMSCORE NETWORKS, INC.
|
||||
By: | /s/ James A. Powers | |||
James A. Powers, Corporate Secretary | ||||
1
2
3
4
5
6
TO:
|
COMSCORE NETWORKS, INC. | |
|
1761 Business Center Drive | |
|
Reston, VA 20190 |
|
|
- 2 -
- 3 -
- 4 -
- 5 -
Where:
|
X | = | the number of shares of Common Stock that shall be issued to holder | |||
|
||||||
|
Y | = | the fair market value of one share of Common Stock | |||
|
||||||
|
A | = | the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right ( i.e ., the number of Converted Warrant Shares multiplied by the Warrant Price) | |||
|
||||||
|
B | = | the aggregate fair market value of the specified number of Converted Warrant Shares ( i.e ., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) |
- 6 -
- 7 -
- 8 -
- 9 -
- 10 -
COMSCORE NETWORKS, INC. | ||||||
|
||||||
|
By: | /s/ James A. Powers | ||||
|
||||||
|
||||||
Title: General Counsel and Corporate Secretary | ||||||
|
||||||
Address: | ||||||
|
||||||
11465 Sunset Hills Road | ||||||
Suite 200 | ||||||
Reston, VA 20190 |
- 11 -
1. | The undersigned hereby: |
o
|
elects to purchase shares of Common Stock of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or | |
|
||
o
|
elects to exercise its net issuance rights pursuant to Section 9.1 of the attached Warrant with respect to shares of Common Stock. |
|
||||
|
(Signature) |
|
- 1 -
- 2 -
- 3 -
- 4 -
- 5 -
- 6 -
Where:
|
X | = | the number of shares of Series Preferred that shall be issued to holder | |||||
|
||||||||
|
Y | = | the fair market value of one share of Series Preferred | |||||
|
||||||||
|
A | = | the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right ( i.e. , the number of Converted Warrant Shares multiplied by the Warrant Price) |
- 7 -
|
B | = | the aggregate fair market value of the specified number of Converted Warrant Shares ( i.e. , the number of Converted Warrant Shares multiplied by the fair market value of one Convened Warrant Share) |
- 8 -
- 9 -
- 10 -
- 11 -
- 12 -
COMSCORE NETWORKS, INC. | ||||||
|
||||||
|
By: | /s/ James A. Powers | ||||
|
||||||
|
||||||
|
Title: | General Counsel & Corporate Secretary | ||||
|
||||||
|
||||||
Address: | ||||||
|
||||||
11465 Sunset Hills Road | ||||||
Suite 200 | ||||||
Reston, VA 20190 |
- 13 -
1. | The undersigned hereby: |
o
|
elects to purchase shares of [Series Preferred Stock] [Common Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or | |
|
||
o
|
elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to Shares of [Series Preferred Stock] [Common Stock]. |
|
||||
|
(Signature) |
|
|
||||
|
(Signature) |
|
- 2 -
- 3 -
- 4 -
- 5 -
- 6 -
|
X | = |
B A
|
Where:
|
X = | the number of shares of Series Preferred that shall be issued to holder | ||
|
||||
|
Y = | the fair market value of one share of Series Preferred | ||
|
||||
|
A = | the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right ( i.e ., the number of Converted Warrant Shares multiplied by the Warrant Price) | ||
|
||||
|
B = | the aggregate fair market value of the specified number of Converted Warrant Shares ( i.e. , the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) |
- 7 -
- 8 -
- 9 -
- 10 -
- 11 -
COMSCORE NETWORKS, INC. | ||||||
|
||||||
|
By |
/s/ James A. Powers
|
||||
|
||||||
|
Title: |
/s/ General Counsel / Secretary
|
||||
|
||||||
Address: | ||||||
|
||||||
11465 Sunset Hills Road
Suite 200 Reston, VA 20190 |
- 12 -
o | elects to purchase ___shares of [Series Preferred Stock] [Common Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or | ||
o | elects to exercise its net issuance rights pursuant to Section 10.2 of the attached Warrant with respect to ___Shares of [Series Preferred Stock] [Common Stock]. |
|
||||
|
|
|||
|
||||
|
|
|||
|
||||
|
|
|
|
|
|
|
|
Company:
|
comScore Networks, Inc., a Delaware corporation | |
Number of Shares:
|
45,854 | |
Class of Stock:
|
Series D Preferred | |
Warrant Price:
|
$.8996 per share | |
Issue Date:
|
December 5, 2002 | |
Expiration Date:
|
December 4, 2012 |
2
3
4
5
6
7
|
Silicon Valley Bancshares | |
|
Attn: Treasury Department | |
|
3003 Tasman Drive, HA 200 | |
|
Santa Clara, CA 95054 | |
|
Telephone: 408-654-7400 | |
|
Facsimile: 408-496-2405 |
|
comScore Networks, Inc. | |
|
Attn: General Counsel | |
|
11465 Sunset Hills Road, Inc., Suite 200 | |
|
Reston, VA 20190 | |
|
Telephone: 703-438-2049 | |
|
Facsimile: 703-438-2051 |
8
9
10
COMPANY | ||||||||||
|
||||||||||
COMSCORE NETWORKS, INC. | ||||||||||
|
||||||||||
By:
|
/s/ James A. Powers
|
By: |
/s/Sheri L. Huston
|
|||||||
|
||||||||||
Name:
|
/s/ James A. Powers V.P and
|
Name: |
/s/Sheri L. Huston
|
|||||||
|
||||||||||
Title:
|
Chairman of the Board, President or Vice President | Title: |
Chief Financial Officer, Secretary,
Assistant Treasurer or Assistant Secretary |
|||||||
|
||||||||||
HOLDER | ||||||||||
|
||||||||||
SILICON VALLEY BANK | ||||||||||
|
||||||||||
By:
|
/s/ Larry Singer
|
|||||||||
|
||||||||||
Name:
|
/s/ Larry Singer
|
|||||||||
|
||||||||||
Title:
|
/s/ Silicon Valley Bank | |||||||||
|
|
|
|||
|
||||
|
|
|||
|
||||
|
|
|
HOLDER: | |||||
|
|
|||||
|
By: | |||||
|
|
|||||
|
Name: | |||||
|
|
|||||
|
Title: | |||||
|
|
|||||
|
(Date): | |||||
|
|
Name:
|
Silicon Valley Bancshares | |
Address:
|
3003 Tasman Drive (HA-200)
Santa Clara, CA 95054 |
|
Tax ID:
|
91-1962278 |
SILICON VALLEY BANK | ||||||
|
||||||
|
By: |
/s/ Larry Singer
|
||||
|
||||||
|
Name: |
/s/ Larry Singer
|
||||
|
||||||
|
Title: |
/s/ Senior Vice President
|
SILICON VALLEY BANCSHARES | ||||||
|
||||||
|
By: | |||||
|
|
|||||
|
||||||
|
Name: | |||||
|
|
|||||
|
||||||
|
Title: | |||||
|
|
- 1 -
- 2 -
- 3 -
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- 5 -
- 6 -
- 7 -
- 8 -
- 9 -
- 10 -
COMSCORE NETWORKS, INC. | ||||||
|
By: |
/s/Sheri L. Huston
|
||||
|
Title: |
CFO
|
||||
Address: | ||||||
11465 Sunset Hills Road
Suite 200 Reston, VA 20190 |
- 11 -
|
|
|||
|
||||
|
|
|||
|
||||
|
|
|
|
|||||
|
||||||
|
- 1 -
- 2 -
- 3 -
- 4 -
- 5 -
- 6 -
|
X | = |
B A
|
Where:
|
X = | the number of shares of Series Preferred that shall be issued to holder | ||
|
||||
|
Y = | the fair market value of one share of Series Preferred | ||
|
||||
|
A = | the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right ( i.e. , the number of Converted Warrant Shares multiplied by the Warrant Price) |
- 7 -
|
B = | the aggregate fair market value of the specified number of Converted Warrant Shares ( i.e. , the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) |
- 8 -
- 9 -
- 10 -
- 11 -
COMSCORE NETWORKS, INC. | ||||||
|
||||||
|
By |
/s/ Sheri L. Huston
|
||||
|
||||||
|
Title |
/s/ CFO
|
||||
|
||||||
Address: | ||||||
|
||||||
11465 Sunset Hills Road
Suite 200 Reston, VA 20190 |
- 12 -
o | elects to purchase ___shares of [Series E Preferred Stock] [Common Stock] of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full, or | ||
o | elects to exercise its net issuance rights pursuant to Section 10.1 of the attached Warrant with respect to ___Shares of [Series E Preferred Stock] [Common Stock]. |
|
||||
|
|
|||
|
||||
|
|
|||
|
||||
|
|
|
|
|
1
2
Where:
|
X | = | the number of shares of Common Stock that shall be issued to holder | |||
|
Y | = | the Fair Market Value of one share of Common Stock | |||
|
A | = | the aggregate Exercise Price of the specified number of Shares to be converted immediately prior to the non-cash exercise (the Converted Warrant Shares) (i.e., the number of Converted Warrant Shares multiplied by the Exercise Price) | |||
|
B | = | the aggregate Fair Market Value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the Fair Market Value of one Converted Warrant Share) |
3
4
5
6
7
8
9
10
11
12
Heller Financial Leasing, Inc.
|
||||
By: | ||||
(Signature) | ||||
Its: | ||||
Date: | ||||
13
- 2 -
- 3 -
- 4 -
- 5 -
- 6 -
|
If to the Company: | comScore Networks, Inc. | ||
|
11465 Sunset Hills Road, Suite 200 | |||
|
Reston, Virginia 20190 | |||
|
Attention: Chief Financial Officer | |||
|
Telephone Number: (703)438-2000 | |||
|
||||
|
With a copy to: | comScore Networks, Inc. | ||
|
11465 Sunset Hills Road, Suite 200 | |||
|
Reston, Virginia 20190 | |||
|
Attention: Corporate Counsel | |||
|
Telephone Number:(703) 43 8-2000 | |||
|
||||
|
If to Denaro: | To the address for notice set forth on the signature page hereof. |
- 7 -
LAWRENCE DENARO
|
COMSCORE NETWORKS, INC | |
|
||
/s/ Lawrence Denaro
|
/s/ Sheri L Huston
|
|
|
||
Signature
|
Signature | |
|
||
Lawrence Denaro
|
Sheri L Huston
|
|
|
||
Print Name
|
Print Name | |
|
CFO
|
|
|
||
|
Print Title | |
Address
:
|
||
|
||
|
||
|
||
1
- 2 -
- 3 -
- 4 -
- 5 -
|
If to the Company: | comScore Networks, Inc. | ||
|
11465 Sunset Hills Road, Suite 200 | |||
|
Reston, Virginia 20190 | |||
|
Attention: Chief Financial Officer | |||
|
Telephone Number: (703) 438-2000 | |||
|
||||
|
With a copy to: | comScore Networks, Inc. | ||
|
11465 Sunset Hills Road, Suite 200 | |||
|
Reston, Virginia 20190 | |||
|
Attention: Corporate Counsel | |||
|
Telephone Number: (703) 438-2000 | |||
|
||||
|
If to a Stockholder: | To the address for notice set forth on the signature page hereof. |
- 6 -
- 7 -
COMPANY: | STOCKHOLDERS | |||||||
|
||||||||
COMSCORE NETWORKS, INC.: | 954253 ONTARIO, INC. | |||||||
|
||||||||
|
By: | /s/ Jeff Hohner | ||||||
|
||||||||
By: | /s/ Sheri L. Huston | Name: | /s/ Jeff Hohner | |||||
|
Title: | /s/ President | ||||||
|
||||||||
|
Name: | /s/ Sheri L. Huston | ||||||
|
||||||||
Title: | /s/ CFO | Address : | ||||||
|
||||||||
52 Parkhurst Boulevard | ||||||||
Toronto, Ontario M4G 2C9 | ||||||||
Attention: Jeff Hohner | ||||||||
Telephone No.: (416) 642-1006 | ||||||||
Facsimile No.: (416) 642-1007 | ||||||||
|
||||||||
with a copy to: | ||||||||
|
||||||||
Goodmans LLP | ||||||||
Barristers & Solicitors | ||||||||
250 Yonge Street, Suite 2400 | ||||||||
Toronto, Ontario M5B 2M6 | ||||||||
Attention: Neil Sheehy | ||||||||
Telephone No.: (416) 597-4229 | ||||||||
Facsimile No.: (416) 979-1234 |
RICE AND ASSOCIATES ADVERTISING | ||||||||||
CONSULTANTS, INC | ||||||||||
|
||||||||||
By: | /s/ Marshall Rice | |||||||||
Name: | /s/ Marshall Rice | |||||||||
|
Title: | President | ||||||||
|
||||||||||
|
||||||||||
Address : | ||||||||||
|
||||||||||
308 Hidden Trail | ||||||||||
Toronto, Ontario M2R 3R8 | ||||||||||
with a copy to: | ||||||||||
Goodmans LLP |
Barristers & Solicitors | ||||||||||
250 Yonge Street, Suite 2400 | ||||||||||
Toronto, Ontario M5B 2M6 | ||||||||||
Attention: Neil Sheehy | ||||||||||
Telephone No.: (416) 597-4229 | ||||||||||
Facsimile No.: (416) 979-1234 |
- 2 -
-2-
-3-
-4-
-5-
-6-
-7-
-8-
-9-
-10-
By: | |||||
Print Name: | |||||
|
|||||
Title: | |||||
|
|||||
INDEMNITEE,
an individual |
|||||
|
|||||
Signed: | |||||
|
|||||
Print Name: | |||||
|
|||||
Address: | |||||
|
|||||
|
|||||
|
-2-
-3-
-4-
-5-
-6-
-7-
-8-
-9-
-10-
-11-
-12-
-13-
-14-
-2-
-3-
-4-
-5-
-2-
-3-
Submitted by:
|
Accepted by: | |
|
||
OPTIONEE
|
COMSCORE, INC. | |
|
||
|
||
Signature
|
By | |
|
||
|
||
Print Name
|
Title | |
|
||
Address:
|
Address: | |
|
||
|
1761 Business Center Drive, Suite 250 | |
|
||
|
Reston, VA 20190 | |
|
||
|
Date Received |
-4-
|
Signature of Optionee: | |
|
||
|
||
|
||
|
Date: , 19 |
-2-
Optionee:
|
||
|
||
Address:
|
||
|
||
|
Grant Number | ||||
|
||||
Date of Grant | ||||
|
||||
Vesting Commencement Date | ||||
|
||||
Number of Shares Granted | ||||
|
||||
[Exercise Price Per Share | $ ] | |||
|
||||
Term/Expiration Date |
-1-
-2-
-3-
-4-
-5-
-6-
-7-
-8-
-9-
-10-
OPTIONEE
|
: | |||
|
||||
COMPANY
|
: | COMSCORE, INC. | ||
|
||||
SECURITY
|
: | COMMON STOCK | ||
|
||||
AMOUNT
|
: | |||
|
||||
DATE
|
: |
-11-
|
OPTIONEE | |
|
||
|
||
|
||
|
Signature | |
|
||
|
||
|
||
|
Print Name | |
|
||
|
||
|
||
|
Date |
-12-
Dated: , ___ | Signature: |
-13-
1. | The name, address, taxpayer identification number and taxable year of the undersigned are as follows: |
2. | The property with respect to which the election is made is described as follows: ______ shares (the Shares) of the Common Stock of comScore, Inc. (the Company). | |
3. | The date on which the property was transferred is:______, ______. | |
4. | The property is subject to the following restrictions: | |
The Shares may not be transferred and are subject to forfeiture under the terms of an agreement between the taxpayer and the Company. These restrictions lapse upon the satisfaction of certain conditions contained in such agreement. | ||
5. | The fair market value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is: $___. | |
6. | The amount (if any) paid for such property is: $___. |
Dated:
, ___
|
||
|
Taxpayer | |
|
||
The undersigned spouse of taxpayer joins in this election. | ||
|
||
Dated:
, ___
|
||
|
Spouse of Taxpayer |
-14-
Grant Number
|
||
|
||
Date of Grant
|
||
|
||
Vesting Commencement Date
|
||
|
||
Number of Restricted Stock Units
|
OPTIONEE
|
COMSCORE, INC. | |
|
||
|
||
|
||
Signature
|
By | |
|
||
|
||
|
||
Print Name
|
Title | |
|
||
Address:
|
||
|
||
|
||
|
||
|
||
|
||
|
OPTIONEE
|
: | |||
|
||||
COMPANY
|
: | COMSCORE, INC. | ||
|
||||
SECURITY
|
: | COMMON STOCK | ||
|
||||
AMOUNT
|
: | |||
|
||||
DATE
|
: |
|
OPTIONEE | |
|
||
|
||
|
||
|
Signature | |
|
||
|
||
|
||
|
Print Name | |
|
||
|
||
|
||
|
Date |
| to attract and retain the best available personnel for positions of substantial responsibility, | ||
| to provide additional incentive to Employees, Directors and Consultants, and | ||
| to promote the success of the Companys business. |
-2-
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-4-
-5-
-6-
-7-
-8-
-9-
-10-
-11-
-12-
-13-
-14-
-15-
-16-
|
Participant: | |||||
|
|
|||||
|
Address: | |||||
|
|
|||||
|
||||||
|
|
|
Grant Number |
|
||||
|
||||||
|
Date of Grant |
|
||||
|
||||||
|
Vesting Commencement Date |
|
||||
|
||||||
|
Number of Shares Granted |
|
||||
|
||||||
|
Exercise Price per Share |
$
|
||||
|
||||||
|
Total Exercise Price |
$
|
||||
|
||||||
|
Type of Option | Incentive Stock Option | ||||
|
||||||
|
Nonstatutory Stock Option | |||||
|
||||||
|
Term/Expiration Date | |||||
|
|
- 1 -
PARTICIPANT | COMSCORE, INC. | |||||
|
|
|||||
|
|
|||||
Address: | ||||||
|
||||||
|
|
- 2 -
- 3 -
- 4 -
- 5 -
- 6 -
- 7 -
- 8 -
Submitted by: | Accepted by: | |||||
PURCHASER | COMSCORE, INC. | |||||
|
|
|||||
|
|
|||||
Address: | ||||||
|
||||||
|
||||||
|
- 9 -
|
Participant: | |||||||||
|
|
|||||||||
|
||||||||||
|
Address: | |||||||||
|
|
|||||||||
|
||||||||||
|
|
|
Grant Number |
|
||||||||||
|
||||||||||||
|
Date of Grant |
|
||||||||||
|
||||||||||||
|
Vesting Commencement Date |
|
||||||||||
|
||||||||||||
|
Number of Shares Granted |
|
||||||||||
|
||||||||||||
|
[Exercise Price Per Share | $ ] | ||||||||||
|
|
|||||||||||
|
||||||||||||
|
Term/Expiration Date |
|
-1-
PARTICIPANT
|
COMSCORE, INC. | |
|
||
|
||
Signature
|
By | |
|
||
|
||
Print Name
|
Title | |
|
||
Address
:
|
||
|
||
|
||
|
||
|
-2-
-3-
-4-
-5-
-6-
-7-
|
Participant: | |||||||||
|
|
|||||||||
|
||||||||||
|
Address: | |||||||||
|
|
|
Grant Number |
|
||||||||
|
||||||||||
|
Date of Grant |
|
||||||||
|
||||||||||
|
Vesting Commencement Date |
|
||||||||
|
||||||||||
|
Number of Restricted Stock Units |
|
-1-
PARTICIPANT
|
COMSCORE, INC. | |
|
||
|
||
Signature
|
By | |
|
||
|
||
Print Name
|
Title | |
|
||
Address
:
|
||
|
||
|
||
|
||
|
-2-
-3-
-4-
-5-
-6-
I. | NOTICE OF STOCK OPTION GRANT |
|
Date of Grant | December 16, 2003 | ||
|
||||
|
Vesting Commencement Date | Not applicable | ||
|
||||
|
Exercise Price per Share | $0.05 | ||
|
||||
|
Total Number of Shares Granted | 3,305,495 | ||
|
||||
|
Total Exercise Price | $165,274.75 | ||
|
||||
|
Type of Option: | þ Incentive Stock Option | ||
|
||||
|
o Nonstatutory Stock Option | |||
|
||||
|
Term/Expiration Date: | December 16, 2013 |
-1-
-2-
-3-
-4-
-5-
-6-
OPTIONEE
|
COMSCORE NETWORKS, INC. | |||||
|
||||||
/s/ Magid Abraham
|
/s/ Sheri Huston
|
|||||
|
||||||
Magid Abraham
|
Chief Financial Officer
|
|||||
|
||||||
1018 Murphy Drive, Great Falls, VA 22066
|
-7-
-2-
-3-
-4-
Address: | Address: | |||
|
||||
|
11465 Sunset Hills Road, Ste 200 | |||
|
||||
|
Reston, VA 20190
Date Received |
-5-
|
OPTIONEE: | MAGID ABRAHAM | ||
|
||||
|
COMPANY: | COMSCORE NETWORKS, INC. | ||
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SECURITY: | COMMON STOCK | ||
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AMOUNT: | |||
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DATE: |
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Signature of Optionee: | |||
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Date: , 20 |
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I. | NOTICE OF STOCK OPTION GRANT |
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Date of Grant | December 16, 2003 | ||
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Vesting Commencement Date | Not applicable | ||
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Exercise Price per Share | $0.05 | ||
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Total Number of Shares Granted | 2,377,637 | ||
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Total Exercise Price | $118,881.85 | ||
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Type of Option: | þ Incentive Stock Option | ||
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o Nonstatutory Stock Option | |||
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Term/Expiration Date: | December 16, 2013 |
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OPTIONEE
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COMSCORE NETWORKS, INC. | |||||
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/s/ Gian Fulgoni
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/s/ Sheri Huston
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Chief Financial Officer
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Address: | Address: | ||
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11465 Sunset Hills Road, Ste 200 | ||
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Reston, VA 20190 | ||
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Date Received |
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OPTIONEE: | GIAN FULGONI | ||
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COMPANY: | COMSCORE NETWORKS, INC. | ||
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SECURITY: | COMMON STOCK | ||
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AMOUNT: | |||
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DATE: |
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Signature of Optionee: | |||
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Date: , 20 |
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EXHIBITS
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A. | Floor Plan of Leased Premises | ||
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B. |
Base Building Definition
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C. | Owner Approved Architects | ||
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D-1. | Space Design of Leased Premises | ||
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D-2. | Tenant Improvement Plans | ||
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E. | Building Interior Finish Specifications | ||
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F. | Rules and Regulations | ||
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G. | Security Deposit Promissory Note | ||
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H. | List of Landlord Affiliates | ||
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I. | Acknowledgement of Sublease form | ||
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J. | Financial Statement Certification Form |
Annual Rent | Monthly Rent | Rent/S.F. | ||||||||||
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Lease Year 1
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$ | 579,990.40 | $ | 48,332.53 | $ | 22.00 | ||||||
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Lease Year 2
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597,390.11 | 49,782.51 | $ | 22.66 | ||||||||
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Lease Year 3
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615,311.82 | 51,275.98 | $ | 23.34 | ||||||||
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Lease Year 4
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633,771.17 | 52,814.26 | $ | 24.04 | ||||||||
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Lease Year 5
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652,784.30 | 54,398.69 | $ | 24.76 |
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A. | Tenant shall be entitled at any reasonable time during business hours, after giving at least five (5) days prior written notice, to inspect Landlords books and records relating to Tenants proportionate share of Operating Expenses at the site of the location of such books and Records and to obtain an audit thereof by an independent auditor selected by Tenant (and reasonably acceptable to Landlord) to determine the accuracy of such amounts billed to Tenant by Landlord for the last two (2) calendar years immediately preceding the calendar year in which such notice is given. | ||
B. | If such audit discloses a liability for Tenants proportionate share of Operating Expenses which is less then the amount billed to, and paid by, Tenant, then Landlord shall within thirty (30) days refund to Tenant all amounts paid by Tenant in excess of the amount Tenant is actually required to pay as provided for herein (Refund Amount). | ||
C. | All costs of such audit shall be paid by Tenant However, in the event the Refund Amount is greater then five (5) percent (5%) of the amount for which Tenant is actually liable (as disclosed by the audit), all reasonable actual costs of such audit shall be paid by Landlord. |
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By:
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/s/ Sheri L. Huston | Witness: | /s/ Sarah A. Schar | |||
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Print Name: /s/ Sheri L. Huston | ||||||
Title: /s/ CFO | Name: | /s/ Sarah A. Schar | ||||
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Seen and agreed this 24 day of June , 2003 | ||||||
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Comstock Partners, LC | ||||||
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By:
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/s/ Christopher Clemente | Witness: | /s/ Sarah A. Schar | |||
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Print Name: Christopher Clemente | ||||||
Title: Managing Member | Name: | /s/ Sarah A. Schar |
/s/ Sarah A. Schar | ||||
NOTARY PUBLIC | ||||
/s/ Sarah A. Schar | ||||
NOTARY PUBLIC | ||||
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11465 Sunset Hills Road
Reston, Virginia |
| Reinforced Concrete Superstructure | |
| 80 lbs. + 20 lbs. per square foot live load. | |
| 33-foot column free space core to perimeter span with 20-foot perimeter spacing. | |
| 12-8 slab to slab typical floor with 13-4 slab to slab from level 2 to level 3. |
| Four ply built up roofing system consisting of four (4) layers of Type V.I asphalt felt set in hot asphalt and surfaced with washed pea gravel in a flood coat of asphalt. The roof system carries a 15-year warranty. |
| Exterior highlights begin with corner bays of the facade expressed with blue-tinted butt-glazed ribbon windows and alternating horizontal bands of ground face and rock face limestone-colored architectural block. The main facade features red brick veneer with architectural block trim accents above and below punch windows. Front and rear entry bays are distinguished by vertically glazed curtain walls. The public face of the building features well-lit walkways and drop-offs with decorative pavers and landscaping. These features are provided to engage the passing pedestrian or vehicle with the intention of easing any possibility of traffic congestion. |
| Two 3,000 lb. 350-foot/per minute speed travel time and floor-by-floor lock-off capability. |
| Fiber Optic Telecommunications is available in the building. Specific tenant requirements will be accommodated during tenant improvement construction | |
| There are two (2) separate fiber optic vaults located on the Property. One is owned and operated by MCI and the other by Bell Atlantic. There will be a total of eight (8) four-inch conduits connecting the building to the fiber optic vaults (four conduits to each fiber optic vault). The conduits will extend to the main communications closet on the first floor of the |
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| Typical office tenant area shall have a minimum of 8-10 foot finished ceiling heights | |
| Exterior core walls ready for paint. | |
| Window coverings coordinated throughout building. |
| Restrooms are designed with ceiling hung toilet partitions; ceramic tile floor; 6-0 high glazed ceramic tile wet wall; painted drywall walls with brushed stainless steel accessories and a corian vanity top. | |
| All core doors are solid core wood with wood stain grade finish and painted hollow metal frames. | |
| The elevator lobbies for future multi-tenant floors are planned to include painted drywall ceilings and walls with reveals and a carpeted floor with a granite stone base. | |
| The entry lobby finishes contain the distinctive exterior glass curtain wall, which frames the entrance to each of the two lobbies. A two-tone natural stone floor, matching stone door surrounds, architecturally detailed walls and carefully detailed metal finishes characterize this modern and highly finished space. . The two main lobby areas will have 10-0 ceiling heights. |
| The building mechanical system is a highly efficient, self-contained A/C unit system supported by rooftop cooling towers and central controls. | |
| There is one highly efficient, compressorized, self-contained air conditioning unit per floor. | |
| The base building will include VAV boxes for the main lobby and toilet rooms on levels one and two. Lobbies and toilet rooms on levels 3 through 6 will be handled by tenant VAV boxes. Base building includes VAV boxes with fan powered VAV boxes at perimeter and shut-off boxes on interior of tenant spaces. Accordingly, sixteen (16) VAV boxes per floor are included within the base building. | |
| The cooling design load is planned to provide up to 46 tons of cooling per floor, or approximately 325 gross square feet of floor space per ton. | |
| The HVAC design includes 17,500 CFM per floor, providing approximately 1.15 CFM per square foot | |
| The HVAC design provides each floor with as much as 2000 CFM outside air and the possibility of an additional 200-CFM for future use. | |
| Each floor has set of 1-1/2 valved and capped condenser water lines for 10 hour of supplemental water-cooled A/C equipment. | |
| The energy management system planned for the building will include a state of the art DDC energy monitoring control system with night setback features. |
| Size of switchgear: 1 2,000A, 3 phase, 4W switchgear. | |
| Type and size of risers: 1 at 300A, 480/277V, 3 phase, 4w feeder, serving the mechanical and lighting panel boards and the 75 KVA, k-13 rated transformers serving the receptacle load panel boards in each typical tenant floor electrical closet. | |
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The design of the building allows the tenant (8 watts/sf)
6 watts/sf for low voltage 2 watts/sf for high-voltage (lighting) |
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| Number of electrical and communication closets per floor: one (1) electrical closets and one (1) communications closet per typical tenant floor. | |
| Size, type and rating of each transformer: 75 KVA dry-type transformer, 480V, 3 phase primary, 208/120V, 3 phase, 5-w, secondary, K-13, located in each electrical closet per typical tenant floor. In addition, there is one (1) 15 KVA, 480V, 3 phase, 208/120V, 3 phase, 4-w transformer in main electric and elevator machine rooms serving the 120V emergency system panel boards. | |
| Size, type and rating of low voltage panel boards: 225 A, 208/120V, 3-phase, 5-W, 84-circuit panel boards equipped with 200% neutral and isolated ground for harmonic current |
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| Two (2) sets of four (4) conduits (4 each) extending from on-site fiber optic vaults into first floor communications room offers infrastructure for tenant required fiber and copper telecommunications cables; vertical access through building accomplished via sleeves in typical communications closet. | |
| The base building has a 80KW, 48Q/277V, 3 phase, 4-W diesel powered generator. This generator through automatic transfer switches carries the 20 HP fire pump, the jockey pump, the emergency lighting, the fire alarm system, and one elevator (in sequence) in the elevator bank. |
| There are three wet stacks with-in the tenant area per floor. |
| There is a fully automated sprinkler system in the building with code required coverage for unbuilt tenant areas. |
| There are 206 parking spaces in the 2 level structured parking garage located next to the office building and 83 parking spaces on grade (total 289 parking spaces). There are also 4 loading spaces that are approximately 20 wide. In addition, a Metro park-and-ride is located directly across the street. |
Site Area: | 151,758 Square feet (3.48 acres) | |||||
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Building Size: | Approximately 89,221.02 Rentable Square Feet | |||||
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Number of Floors: | 6 - Office Floors | |||||
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Floor Rentable Area (subject to change): | ||||||
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1 st Floor | - | 12,251.70 NRSF | |||
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2 nd Floor | - | 14,111.50 NRSF | |||
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3 rd Floor | 15,714.45 NRSF | ||||
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4 th Floor | 15,714.45 NRSF | ||||
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5 th Floor | 15,714.45 NRSF | ||||
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6 th Floor | 15,714.45 NRSF | ||||
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Finished Ceiling Height: | 8 -10 | |||||
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Elevators: | 2 Passenger Traction Elevators 3,000 lbs./350 fpm | |||||
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Communications: | On-site fiber optic vaults provide substantial telecommunications capabilities | |||||
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Parking Provided: | 293 Spaces Total (206 in Parking Garage, 83 on grade, 4 loading) | |||||
Metro park-and-ride located directly across the street | ||||||
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Loading Bays Provided:
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4 | |||||
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Tenant Occupancy: | February/March 2001 |
35
$750,000.00 |
June 23, 2003
Fairfax, Virginia |
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NOTARY PUBLIC |
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NOTARY PUBLIC |
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Annual Rent | Monthly Rent | Rent/S.F. | ||||||||||
From 7/1/03 until 6/30/04:
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$ | 579,990.40 | $ | 48,332.53 | $ | 22.00 | ||||||
From 7/1/04 until 1/31/05:
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$ | 597,390.11 | $ | 49,782.51 | $ | 22.66 | ||||||
From 2/1/05 until 6/30/05:
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$ | 818,666.64 | $ | 68,222.22 | $ | 24.20 | ||||||
From 7/1/05 until 6/30/06:
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$ | 851,413.31 | $ | 70,951.11 | $ | 25.17 | ||||||
From 7/1/06 until 6/30/07:
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$ | 885,469.84 | $ | 73,789.15 | $ | 26.17 | ||||||
From 7/1/07 until 6/30/08:
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$ | 920,888.63 | $ | 76,740.72 | $ | 27.22 |
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LANDLORD: | ||||||
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COMSTOCK PARTNERS, L.C. | ||||||
a Virginia limited liability company | ||||||
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/s/
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By: | /s/ Christopher Clemente | (SEAL) | |||
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WITNESS
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Christopher D. Clemente | |||||
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Managing Member | |||||
2/3/05
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DATE
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TENANT: | ||||||
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COMSCORE NETWORKS, INC. | ||||||
a Delaware corporation | ||||||
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/s/
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By: | /s/ Sheri L. Huston | (SEAL) | |||
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WITNESS
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NAME: Sher. L. Huston | |||||
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TITLE: | |||||
February 4, 2005
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DATE
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To Company: | comScore Networks, Inc. | ||
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Attention: Corporate Counsel | |||
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11465 Sunset Hills Drive, Suite 200 | |||
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Reston, VA 20190 |
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To Employee: | Sheri L. Huston | ||
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9541 Noory Court | |||
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Vienna, VA 22182 | |||
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773.25 1.7466 |
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COMPANY: | |||||
|
||||||
|
COMSCORE NETWORKS, INC. | |||||
|
||||||
|
By: |
/s/ Magid Abraham
|
||||
Magid Abraham, Chief Executive Officer |
-5-
|
EMPLOYEE: | |||||||
|
||||||||
|
/s/ Sheri Huston
|
2.09.06
|
-6-
Name of Subsidiary
Jurisdiction of Incorporation
Delaware, U.S.A.
Delaware, U.S.A.
Delaware, U.S.A.
Delaware, U.S.A.
Delaware, U.S.A.
Delaware, U.S.A.
Delaware, U.S.A.
Delaware, U.S.A.
Ontario, Canada
/s/ Ernst & Young LLP | ||||