Securities Registration: Employee Benefit Plan (s-8)
February 28 2018 - 4:19PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 28, 2018
Registration
No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
BRIGHTCOVE INC.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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20-1579162
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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290 Congress Street
Boston, MA 02210
(Address
of Principal Executive Offices)
Brightcove Inc. 2012 Stock Incentive Plan
(Full Title of the Plan)
Andrew W. Feinberg
Chief Executive Officer
Brightcove Inc.
290
Congress Street
Boston, MA 02210
(Name and Address of Agent For Service)
(888)
882-1880
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
William
J. Schnoor, Esq.
Joseph C. Theis, Esq.
Goodwin Procter LLP
100
Northern Avenue
Boston, Massachusetts 02210
(617)
570-1000
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.
(Check one):
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated
filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered
(1)
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Proposed
Maximum
Offering
Price
per Share
(2)
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
(3)
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Common Stock, $0.001 par value per share
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1,391,474 Shares
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$7.11
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$9,886,422.77
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$1,231
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this registration statement shall also cover any additional shares of common stock which become issuable under the
registrants 2012 Stock Incentive Plan (the 2012 Plan) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the
number of the registrants outstanding shares of common stock.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act on the basis of the average of the high and low sale prices of the registrants common stock, as
quoted on the Nasdaq Global Market, on February 22, 2018.
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(3)
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Calculated pursuant to Section 6(b) of the Securities Act.
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EXPLANATORY NOTE
This Registration Statement on Form
S-8
is filed for the purposes of registering 1,391,474 additional shares of common
stock, par value $0.001 per share (Common Stock) of Brightcove Inc. (the Registrant) that may be issued pursuant to the Brightcove Inc. 2012 Stock Incentive Plan (the 2012 Plan). The number of shares of Common
Stock reserved and available for issuance under the 2012 Plan is subject to an automatic annual increase on each January 1, by an amount equal to 4% of the number of shares of the Registrants Common Stock outstanding on the immediately
preceding December 31, unless the Registrants overhang exceeds 30% on such December 31. Accordingly, on January 1, 2018, the number of shares of Common Stock reserved and available for issuance under the 2012 Plan increased by
1,391,474. This Registration Statement hereby registers these additional 1,391,474 shares of Common Stock. The additional shares are of the same class as other securities relating to the 2012 Plan for which the Registrants registration
statement filed on Form
S-8
on March 7, 2012 (SEC File
No. 333-179966)
is effective. The information contained in the Registrants registration statement
on Form
S-8
(SEC File
No. 333-179966)
is hereby incorporated by reference pursuant to General Instruction E.
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.
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Plan Information.*
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Item 2.
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Registrant Information and Employee Plan Annual Information.*
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*
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The information called for in Part I of Form
S-8
is not being filed with or included in this Form
S-8
(by incorporation by reference or
otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
See the Exhibit Index on the following page for a list of exhibits filed as part of this
registration statement, which Exhibit Index is incorporated herein by reference.
EXHIBIT INDEX
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 the City of Boston, Commonwealth of
Massachusetts, on the 28
th
day of February, 2018.
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BRIGHTCOVE INC.
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By:
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/s/ Andrew W. Feinberg
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Andrew W. Feinberg
Chief Executive
Officer
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POWER OF ATTORNEY
We, the undersigned officers and directors of Brightcove Inc., hereby severally constitute and appoint Kevin Rhodes and David Plotkin, and each of them singly
(with full power to each of them to act alone), our true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution in each of them for
him and in his name, place and stead, and in any and all capacities, to sign for us and in our names in the capacities indicated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and
each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming
all that said
attorneys-in-fact
and agents or any of them, or their or his substitute or substitutes, may lawfully 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
indicated below on the 28th day of February, 2018.
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Signature
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Title
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/s/ Andrew W. Feinberg
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Chief Executive Officer (Principal Executive Officer)
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Andrew W. Feinberg
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/s/ Kevin Rhodes
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Chief Financial Officer (Principal Financial Officer)
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Kevin Rhodes
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/s/ Christopher Stagno
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Chief Accounting Officer (Principal Accounting Officer)
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Christopher Stagno
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/s/ Gary Haroian
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Chairman of the Board of Directors
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Gary Haroian
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/s/ Deborah Besemer
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Director
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Deborah Besemer
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/s/ Derek Harrar
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Director
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Derek Harrar
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/s/ Diane Hessan
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Director
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Diane Hessan
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/s/ Scott Kurnit
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Director
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Scott Kurnit
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/s/ David Orfao
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Director
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David Orfao
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