Securities Registration: Employee Benefit Plan (s-8)
February 24 2021 - 4:51PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 24, 2021
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)
Jeff Ray
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, Jr., Esq.
Jared J. Fine, 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:
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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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☐
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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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1,600,651 Shares
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$19.87
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$31,804,935.37
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$3,469.92
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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 Rules 457(c) and 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 17, 2021.
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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 1,600,651 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, 2021, the number of shares of Common Stock reserved and available for issuance under the 2012 Plan increased by
1,600,651. This Registration Statement hereby registers these additional 1,600,651 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
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 24th day of February, 2021.
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BRIGHTCOVE INC.
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By:
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/s/ Jeff Ray
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Jeff Ray
Chief Executive Officer
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POWER OF ATTORNEY
We, the undersigned officers and directors of Brightcove Inc., hereby severally constitute and appoint Robert Noreck 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 24th day of February, 2021.
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Signature
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Title
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/s/ Jeff Ray
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Chief Executive Officer (Principal Executive Officer) and Director
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Jeff Ray
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/s/ Robert Noreck
Robert Noreck
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Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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/s/ Deborah Besemer
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Chairperson of the Board of Directors
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Deborah Besemer
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/s/ Kristin Frank
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Director
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Kristin Frank
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/s/ Gary Haroian
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Director
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Gary Haroian
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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/ Tsedal Neeley
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Director
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Tsedal Neeley
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/s/ Ritcha Ranjan
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Director
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Ritcha Ranjan
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/s/ Thomas E. Wheeler
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Director
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Thomas E. Wheeler
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