UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2005 --------------- RENTRAK CORPORATION (Exact name of registrant as specified in charter) Oregon (State or other jurisdiction of incorporation) 0-15159 93-0780536 (Commission File Number) (IRS Employer Identification No.) One Airport Center 7700 N.E. Ambassador Place Portland, Oregon 97220 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (503) 284-7581 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On April 11, 2005, Rentrak Corporation (the "Company") entered into a Separation Agreement and Mutual Release (the "Separation Agreement") with Craig Berardi, whose employment as Vice President - Product Services terminated on March 17, 2005. Under the Separation Agreement, unless Mr. Berardi revokes the agreement prior to April 15, 2005, he will be paid as severance a total of $112,500 in 18 equal monthly installments. The Company will also pay the premiums for group health insurance coverage for Mr. Berardi and his dependents through December 31, 2005, if Mr. Berardi elects continuation coverage. The Separation Agreement includes mutual releases by each party of all claims against the other arising out of or in any way related to Mr. Berardi's employment with the Company. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. RENTRAK CORPORATION Dated: April 15, 2005 By: /s/ Paul A. Rosenbaum ------------------------ Paul A. Rosenbaum Chairman, President and Chief Executive Officer -2-