COMSCORE, INC. — Registration Form 2011

Mar 15, 2011

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As filed with the Securities and Exchange Commission on March 15, 2011

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

comScore, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State of Incorporation) 54-1955550 (I.R.S. Employer Identification No.)

11950 Democracy Drive Suite 600 Reston, Virginia 20190 (Address of principal executive offices)

2007 Equity Incentive Plan (Full title of the plan)

Magid M. Abraham, Ph.D. President and Chief Executive Officer comScore, Inc. 11950 Democracy Drive Suite 600 Reston, Virginia 20190 (703) 438-2000 (Name, address and telephone number of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Securities to	Amount — to be		Proposed Maximum — Offering Price		Proposed Maximum — Aggregate	Amount of
be Registered	Registered		Per Share		Offering Price	Registration Fee
Common Stock, $0.001 par value	1,260,942	(1)	$ 27.155	(2)	$ 34,240,880.01	$ 3,975.37
Total Registration Fee						$ 3,975.37

| (1) | Pursuant to Rule 416(a) of the Securities Act of 1933, this Registration Statement shall also
cover any additional shares of the Registrant’s Common Stock that become issuable under the
2007 Equity Incentive Plan, as amended and restated, by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without receipt of consideration
that increases the number of the Registrant’s outstanding shares of Common Stock. |
| --- | --- |
| (2) | Estimated in accordance with Rule 457(h) under the Securities Act of 1933, as amended, solely
for the purpose of calculating the registration fee on the basis of
$27.155 per share, which
represents the average of the high and low price of the Registrant’s Common Stock as reported
on The NASDAQ Global Market on March 14, 2011. |

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REGISTRATION OF ADDITIONAL SECURITIES PURSUANT TO GENERAL INSTRUCTION E

On January 1, 2011, pursuant to the Automatic Share Reserve Increase provision of Section 3(b) of the Registrant’s 2007 Equity Incentive Plan, as amended and restated (the “Plan”), the number of shares of Common Stock available for issuance thereunder was automatically increased according to the terms of the Plan. This Registration Statement registers those additional shares of Common Stock of comScore, Inc. (the “Registrant”) to be issued pursuant to the Plan. Accordingly, the contents of the previous Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on July 2, 2007 (File No. 333-144281), November 13, 2008 (File No. 333-155355), May 11, 2009 (File No. 333-159126) and April 28, 2010 (File No. 333-166349) (the “Prior Registration Statements”) are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

In addition to the Prior Registration Statement, the following documents filed with the SEC are hereby incorporated by reference into this Registration Statement:

| 1) | the Registrant’s Annual Report on Form 10-K for the fiscal year ended December
31, 2010 filed with the SEC on March 15, 2011; |
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| 2) | the Registrant’s Current Report on Form 8-K filed with the SEC on February 16,
2011 (excluding any information furnished in such reports under Item 2.02, Item 7.01 or
Item 9.01); and |
| 3) | the description of the Registrant’s Common Stock which is contained in the
Registration Statement on Form 8-A (File No. 001-33520), filed June 6, 2007, under
Section 12(b) of the Exchange Act and any further amendment or report filed hereafter
for the purpose of updating such description. |

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicate that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or superseded such statement.

Item 8. Exhibits.

Exhibit
Number	Exhibit Document
3.1 (1)	Amended and Restated Certificate of Incorporation of the Registrant (Exhibit 3.3)
3.2 (1)	Amended and Restated Bylaws of the Registrant (Exhibit 3.4)
4.1 (1)	Specimen Common Stock certificate of the Registrant (Exhibit 4.1)
4.2 (2)	2007 Equity Incentive Plan, as amended and restated
5.1	Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
23.2	Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
(contained in Exhibit 5.1 hereto)
24.1	Power of Attorney (see signature page)

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| (1) | Incorporated by reference to the exhibit to Amendment No. 3 of the Registrant’s Registration
Statement on Form S-1, Commission File No. 333-141740, filed on June 12, 2007. The exhibit
number in parentheses following the above description indicates the corresponding exhibit
number in such Form S-1. |
| --- | --- |
| (2) | Incorporated by reference to the exhibit to the Registrant’s Registration Statement on Form
S-8, Commission File No. 333-144281, filed on July 2, 2007. The exhibit number in parentheses
following the above description indicates the corresponding exhibit number in such Form S-8. |

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Reston, Commonwealth of Virginia, on the fifteenth day of March, 2011.

comScore, Inc.
By:	/s/ Magid M. Abraham
	Magid M. Abraham, Ph.D.
	President and Chief Executive Officer

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Magid M. Abraham. and Kenneth J. Tarpey, jointly and severally, as such person’s attorneys-in-fact, each with the power of substitution, for such person in any and all capacities, to sign any amendments to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Magid M. Abraham Magid M. Abraham, Ph.D.	President, Chief Executive Officer (Principal
Executive Officer) and Director	March 15, 2011
/s/ Kenneth J. Tarpey Kenneth J. Tarpey	Chief Financial Officer (Principal Financial
and Accounting Officer)	March 15, 2011
/s/ Gian M. Fulgoni Gian M. Fulgoni	Executive
Chairman of the Board of Directors	March 15, 2011
/s/ Jeffrey Ganek Jeffrey Ganek	Director	March 15, 2011
/s/ Bruce Golden Bruce Golden	Director	March 15, 2011
/s/ William J. Henderson William J. Henderson	Director	March 15, 2011
/s/ William Katz William Katz	Director	March 15, 2011
/s/ Ronald J. Korn Ronald J. Korn	Director	March 15, 2011
/s/ Jarl Mohn Jarl Mohn	Director	March 15, 2011

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INDEX TO EXHIBITS

Exhibit
Number	Exhibit Document
3.1 (1)	Amended and Restated Certificate of Incorporation of the Registrant (Exhibit 3.3)
3.2 (1)	Amended and Restated Bylaws of the Registrant (Exhibit 3.4)
4.1 (1)	Specimen Common Stock certificate of the Registrant (Exhibit 4.1)
4.2 (2)	2007 Equity Incentive Plan, as amended and restated
5.1	Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
23.2	Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
(contained in Exhibit 5.1 hereto)
24.1	Power of Attorney (see signature page)

| (1) | Incorporated by reference to the exhibit to Amendment No. 3 of the Registrant’s Registration
Statement on Form S-1, Commission File No. 333-141740, filed on June 12, 2007. The exhibit
number in parentheses following the above description indicates the corresponding exhibit
number in such Form S-1. |
| --- | --- |
| (2) | Incorporated by reference to the exhibit to the Registrant’s Registration Statement on Form
S-8, Commission File No. 333-144281, filed on July 2, 2007. The exhibit number in parentheses
following the above description indicates the corresponding exhibit number in such Form S-8. |

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