SEC Info - Comscore/Inc - S-1/A

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		Alternative Formats (RTF, XML, et al.) Business Capitalization Cautionary Note Regarding Forward-Looking Statements and Industry Data Certain Relationships and Related Party Transactions Compensation Discussion and Analysis Consolidated balance sheets Consolidated statements of cash flows Consolidated statements of operations Consolidated statements of stockholders deficit Description of Capital Stock Dilution Dividend Policy Executive Compensation Experts Index to Consolidated Financial Statements Legal Matters Management Management s Discussion and Analysis of Financial Condition and Results of Operations Notes to consolidated financial statements Notice to Canadian Residents Principal and Selling Stockholders Prospectus Summary Report of Independent Registered Public Accounting Firm Risk Factors Selected Consolidated Financial Data Shares Eligible for Future Sale Underwriting Use of Proceeds U.S. Federal Tax Consequences to Non-U.S. Holders Where You Can Find More Information
1	1st Page
"	Prospectus Summary
"	Risk Factors
"	Cautionary Note Regarding Forward-Looking Statements and Industry Data
"	Use of Proceeds
"	Dividend Policy
"	Capitalization
"	Dilution
"	Selected Consolidated Financial Data
"	Management s Discussion and Analysis of Financial Condition and Results of Operations
"	Business
"	Management
"	Executive Compensation
"	Compensation Discussion and Analysis
"	Certain Relationships and Related Party Transactions
"	Principal and Selling Stockholders
"	Description of Capital Stock
"	Shares Eligible for Future Sale
"	U.S. Federal Tax Consequences to Non-U.S. Holders
"	Underwriting
"	Notice to Canadian Residents
"	Legal Matters
"	Experts
"	Where You Can Find More Information
"	Index to Consolidated Financial Statements
"	Report of Independent Registered Public Accounting Firm
"	Consolidated balance sheets
"	Consolidated statements of operations
"	Consolidated statements of stockholders deficit
"	Consolidated statements of cash flows
"	Notes to consolidated financial statements

As filed with the Securities and Exchange Commission on June 12, 2007

Registration No. 333-141740

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 3

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

COMSCORE, INC.

(Exact name of Registrant as specified in its charter)


Delaware	7389	54-19555550
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

11465 Sunset Hills Road

Suite 200

Reston, Virginia 20190

(703) 438-2000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Magid M. Abraham, Ph.D.

President and Chief Executive Officer

comScore, Inc.

11465 Sunset Hills Road

Suite 200

Reston, Virginia 20190

(703) 438-2000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:


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 comScore, Inc. 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

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

Proposed Maximum

Amount of

Title of each Class of

Amount to be

Offering Price per

Aggregate Offering

Registration

Securities to be Registered

Registered(1)

Share(2)

Price(2)

Fee(3)

Common Stock, par value $0.001 per share

5,750,000

$16.00

$92,000,000

$2,825


(1)		Includes 750,000 shares the underwriters have an option to purchase to cover over-allotments, if any.


(2)		Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended.


(3)		$2,648 previously paid by the Registrant.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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.

SUBJECT TO COMPLETION, DATED JUNE 12, 2007

PRELIMINARY PROSPECTUS

5,000,000 Shares

Common Stock

We are selling 5,000,000 shares of common stock. Prior to this offering, there has been no public market for our common stock. The initial public offering price of the common stock is expected to be between $14.00 and $16.00 per share. We have applied to list our common stock on The NASDAQ Global Market under the symbol “SCOR.”

The underwriters have an option to purchase a maximum of 750,000 additional shares from us and the selling stockholders to cover over-allotments of shares. The underwriters can exercise this right at any time within 30 days from the date of this prospectus. We will not receive any of the proceeds from the shares of common stock sold by the selling stockholders.

Investing in our common stock involves risks. See “Risk Factors” on page 9.


		Underwriting
	Price to	Discounts and	Proceeds to
	Public	Commissions	comScore

Per Share	$	$	$
Total	$	$	$

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Delivery of the shares of common stock will be made on or about , 2007.


Credit Suisse	Deutsche Bank Securities

William Blair & Company

Friedman Billings Ramsey

Jefferies & Company

The date of this prospectus is , 2007

TABLE OF CONTENTS


	Page

Prospectus Summary		1
Risk Factors		9
Cautionary Note Regarding Forward-Looking Statements and Industry Data		28
Use of Proceeds		29
Dividend Policy		29
Capitalization		30
Dilution		32
Selected Consolidated Financial Data		34
Management’s Discussion and Analysis of Financial Condition and Results of Operations		39
Business		62
Management		81
Compensation Discussion and Analysis		86
Executive Compensation		92
Certain Relationships and Related Party Transactions		101
Principal and Selling Stockholders		103
Description of Capital Stock		107
Shares Eligible for Future Sale		113
U.S. Federal Tax Consequences to Non-U.S. Holders		115
Underwriting		118
Notice to Canadian Residents		122
Legal Matters		123
Experts		123
Where You Can Find More Information		124
Index to Consolidated Financial Statements		F-1

You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document.

Dealer Prospectus Delivery Obligation

Until , 2007 (25 days after the commencement of this offering) all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

“comScore”, “Media Metrix” and “MyMetrix” are registered trademarks in the U.S. and several other countries. Our unregistered trademarks and service marks include: “Ad Metrix”, “Campaign R/F”, “Campaign Metrix”, “comScore Marketing Solutions”, “Marketing Solutions”, “Plan Metrix”, “qSearch”, “Video Metrix” and “World Metrix”.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before buying shares in this offering. Therefore, you should read this entire prospectus carefully, including the “Risk Factors” section beginning on page 9 and our consolidated financial statements and the related notes. Unless the context requires otherwise, the words “we,” “us,” “our” and “comScore” refer to comScore, Inc. and its consolidated subsidiaries.

comScore, Inc.

We provide a leading digital marketing intelligence platform that helps our customers make better-informed business decisions and implement more effective digital business strategies. Our products and solutions offer our customers deep insights into consumer behavior, including objective, detailed information regarding usage of their online properties and those of their competitors, coupled with information on consumer demographic characteristics, attitudes, lifestyles and offline behavior.

Our digital marketing intelligence platform is comprised of proprietary databases and a computational infrastructure that measures, analyzes and reports on digital activity. The foundation of our platform is data collected from our comScore panel 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. By applying advanced statistical methodologies to our panel data, we project consumers’ online behavior for the total online population and a wide variety of user categories.

We deliver our digital marketing intelligence through our comScore Media Metrix product family and through comScore Marketing Solutions. Media Metrix delivers digital media intelligence by providing an independent, third-party measurement of the size, behavior and characteristics of Web site and online advertising network audiences among home, work and university Internet users as well as insights into the effectiveness of online advertising. Our Marketing Solutions products combine the proprietary information gathered from the comScore panel with the vertical industry expertise of comScore analysts to deliver digital marketing intelligence, including the measurement of online advertising effectiveness, customized for specific industries. We typically deliver our Media Metrix products electronically in the form of weekly, monthly or quarterly reports. Customers can access current and historical Media Metrix data and analyze these data anytime online. Our Marketing Solutions products are typically delivered on a monthly, quarterly or ad hoc basis through electronic reports and analyses.

In 2006, we generated revenues of $66.3 million and had cash flow from operations of $10.9 million. For the three months ended March 31, 2007, we generated revenues of $18.7 million and had cash flow from operations of $3.2 million. We derive our revenues primarily from the fees that we charge for subscription-based products and customized projects. A significant characteristic of our business model is our large percentage of subscription-based contracts. Subscription-based revenues have grown to 77% of our total revenues in the first quarter of 2007. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in this prospectus for a discussion of how we determine subscription-based revenues.

Our Industry

The Internet is a global digital medium for commerce, content, advertising and communications. According to International Data Corporation, or IDC, the number of global Internet users is projected to grow from approximately 968 million in 2005 to over 1.7 billion in 2010. As the online population continues to grow, the Internet is increasingly becoming a tool for research and commerce and for distributing and consuming media.

The interactive nature of digital media on the Internet enables businesses to access a wealth of user information that was virtually unavailable through offline audience measurement and marketing intelligence techniques. Digital media provide businesses with the opportunity to measure detailed user activity, such as

how users interact with Web page content; to assess how users respond to online marketing, such as which online ads users click on to pursue a transaction; and to analyze how audiences and user behavior compare across various Web sites. This type of detailed user data can be combined with demographic, attitudinal and transactional information to develop a deeper understanding of user behavior, attributes and preferences.

We believe that the growth in the online and digital media markets for digital commerce, content, advertising and communications creates an unprecedented opportunity for businesses to acquire a deeper understanding of both their customers and their competitive market position. Businesses can use accurate, relevant and objective digital marketing intelligence to develop and validate key strategies and improve performance.

The comScore Digital Marketing Intelligence Platform

We provide a leading digital marketing intelligence platform that enables our customers to devise and implement more effective digital business strategies.

Key attributes of our platform include:

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.

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.

Benefits of our platform include:

Advanced digital marketing intelligence. We use our proprietary technology to compile vast amounts of data on Internet user activity and to organize that data into discrete, measurable elements that can be used to provide actionable insights to our customers.

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.

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 industries.

Ease of use and functionality. The comScore digital marketing intelligence platform is designed to be easy to use by our customers. Our products are primarily available through the Internet using a standard browser; our customers do not need to install additional hardware or software to access our products.

Our Strategy

Our objective is to be the leading provider of global digital marketing intelligence products. We plan to pursue our objective through internal initiatives and, potentially, through acquisitions and other investments. The principal elements of our strategy are to:


	•	deepen relationships with current customers;

	•	grow our customer base;

	•	expand our digital marketing intelligence platform;


	•	address emerging digital media;

	•	extend technology leadership;

	•	build brand awareness through media exposure; and

	•	grow internationally.

Risks Related to Our Business

Our business is subject to a number of risks that you should be aware of before making an investment decision. These risks are discussed more fully in the section entitled “Risk Factors” immediately following this prospectus summary. We have a limited operating history, and we must continue to retain and attract customers. We must be able to maintain an Internet user panel of sufficient size in order to provide the quality of marketing intelligence demanded by our customers. Although we were profitable in each quarter of 2006 and the first quarter of 2007, we were not profitable in 2005, and we had, at March 31, 2007, an accumulated deficit of $98.6 million.

Company Information

We incorporated in August 1999 in Delaware. Our principal offices are located at 11465 Sunset Hills Road, Suite 200, Reston, Virginia 20190. Our telephone number is (703) 438-2000. You can access our Web site at www.comscore.com. Information contained on our Web site is not part of this prospectus and is not incorporated in this prospectus by reference.

comScore, Media Metrix and MyMetrix are registered trademarks in the U.S. and several other countries. Our unregistered trademarks and service marks include: Ad Metrix, Campaign R/F, Campaign Metrix, comScore Marketing Solutions, Marketing Solutions, Plan Metrix, qSearch, Video Metrix and World Metrix.

The Offering


Common stock offered by us		5,000,000 shares


Common stock outstanding after this offering		27,385,274 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, including for sales of their shares in the event that the underwriters exercise their option to purchase an additional 750,000 shares of our common stock from us and the selling stockholders. See “Use of Proceeds.”


Proposed NASDAQ Global Market symbol		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.

The number of shares of common stock that will be outstanding after this offering is based on the number of shares outstanding as of March 31, 2007 and assumes the conversion of our preferred stock into an aggregate of 17,257,362 shares of our common stock. This number excludes:


	•	2,497,424 shares of common stock issuable upon exercise of options outstanding at a weighted-average exercise price of $2.07 per share;


	•	52,850 shares of our common stock issuable upon the settlement of outstanding restricted stock unit awards;


	•	456,754 shares of common stock reserved for future issuance under our 1999 Stock Plan;


	•	1,400,000 shares of common stock reserved for future issuance under our 2007 Equity Incentive Plan, which will be effective upon completion of this offering; and


	•	175,186 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 $4.87 per share.

Unless otherwise indicated, all information in this prospectus assumes:


	•	a 1-for-5 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 an aggregate of 17,257,362 shares of our common stock;


	•	no exercise by the underwriters of their option to purchase up to 750,000 additional shares to cover over-allotments, consisting of 63,030 shares to be issued directly by us and 686,970 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.

Summary Historical Financial Data

You should read the summary historical financial data set forth below in conjunction with our consolidated financial statements, the notes to our consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere in this prospectus. The consolidated statements of operations data and the consolidated statements of cash flows data for each of the three years ended December 31, 2004, 2005 and 2006 as well as the consolidated balance sheet data as of December 31, 2005 and 2006 are derived from our audited consolidated financial statements that are included elsewhere in this prospectus. The consolidated statements of operations data for the three months ended March 31, 2006 and 2007 and the consolidated balance sheet data as of March 31, 2007 have been derived from our unaudited consolidated financial statements that are included elsewhere in this prospectus. We have prepared this unaudited financial information on the same basis as the audited consolidated financial statements and have included all adjustments, consisting only of normal recurring adjustments, that we consider necessary for a fair presentation of our financial position and operating results for such period. Our historical results are not necessarily indicative of results to be expected for future periods. Results for the three months ended March 31, 2007 are not necessarily indicative of results expected for the full year.


										Three Months Ended
	Year Ended December 31,									March 31,
	2004			2005			2006			2006			2007
										(Unaudited)
	(In thousands)

Consolidated Statement of Operations Data:
Revenues	$	34,894		$	50,267		$	66,293		$	14,985		$	18,681

Cost of revenues(1)		13,153			18,218			20,560			5,148			5,388
Selling and marketing(1)		13,890			18,953			21,473			5,345			6,451
Research and development(1)		5,493			7,416			9,009			2,137			2,556
General and administrative(1)		4,982			7,089			8,293			1,918			2,507
Amortization		356			2,437			1,371			371			293

Total expenses from operations		37,874			54,113			60,706			14,919			17,195

(Loss) income from operations		(2,980	)		(3,846	)		5,587			66			1,486
Interest (expense) income, net		(246	)		(208	)		231			11			97
(Loss) gain from foreign currency		—			(96	)		125			6			(8	)
Revaluation of preferred stock warrant liabilities		—			(14	)		(224	)		2			11

(Loss) income before income taxes and cumulative effect of change in accounting principle		(3,226	)		(4,164	)		5,719			85			1,586
(Benefit) provision for income taxes		—			(182	)		50			—			46

Net (loss) income before cumulative effect of change in accounting principle		(3,226	)		(3,982	)		5,669			85			1,540
Cumulative effect of change in accounting principle		—			(440	)		—			—			—

Net (loss) income		(3,226	)		(4,422	)		5,669			85			1,540
Accretion of redeemable preferred stock		(2,141	)		(2,638	)		(3,179	)		(742	)		(885	)

Net (loss) income attributable to common stockholders	$	(5,367	)	$	(7,060	)	$	2,490		$	(657	)	$	655


(1)		Amortization of stock-based compensation is included in the line items above as follows:


							Three Months Ended
	Year Ended December 31,						March 31,
	2004		2005		2006		2006		2007
							(Unaudited)
	(In thousands)

Cost of revenues	$	—	$	—	$	12	$	—	$	9
Selling and marketing		—		—		82		6		39
Research and development		—		—		13		—		8
General and administrative		14		3		91		1		51

The following table presents consolidated balance sheet data as of March 31, 2007:


	•	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 17,257,362 shares of our common stock effective immediately prior to the completion of this offering, for a total of 22,385,274 shares of common stock, which amount includes 347,635 shares subject to put rights 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 5,000,000 shares of common stock in this offering at an assumed initial public offering price of $15.00 per share, the mid-point of the range on the front cover of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.


	As of March 31, 2007
						Pro Forma
	Actual			Pro Forma		as Adjusted
				(Unaudited)
				(In thousands)

Consolidated Balance Sheet Data:
Cash, cash equivalents and short-term investments	$	18,181		$	18,181	$	84,931
Total current assets		34,520			34,520		101,270
Total assets		45,479			45,479		112,229
Total current liabilities		34,897			33,902		33,902
Capital lease obligations, long-term		1,896			1,896		1,896
Common stock subject to put		4,392			4,392		4,392
Redeemable preferred stock		102,580			—		—
Stockholders’ equity (deficit)		(98,683	)		4,892		71,642


							Three Months Ended
	Year Ended December 31,						March 31,
	2004		2005		2006		2006		2007
							(Unaudited)
	(In thousands)

Consolidated Statement of Cash Flows Data:
Net cash provided by operating activities	$	1,907	$	4,253	$	10,905	$	2,824	$	3,156
Depreciation and amortization		2,745		5,123		4,259		1,059		1,154
Capital expenditures		1,208		1,071		2,314		292		494

Comscore/Inc · S-1/A · On 6/12/07

Filed On 6/12/07 6:14am ET · SEC File 333-141740 · Accession Number 950133-7-2643

Pre-Effective Amendment to Registration Statement (General Form) · Form S-1
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Comscore/Inc · S-1/A · On 6/12/07

Filed On 6/12/07 6:14am ET · SEC File 333-141740 · Accession Number 950133-7-2643

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