UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OF 1933
____________________________
QUMU CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota |
41-1577970 |
(State or other jurisdiction of |
(I.R.S. Employer |
incorporation or organization) |
Identification No.) |
7725 Washington Avenue South
Minneapolis, Minnesota 55439
(Address of principal executive offices and zip code)
____________________________
Stock Option Agreement dated May 18, 2015 by
and between
Qumu Corporation and Peter J. Goepfrich
(Full Title of the Plan)
____________________________
|
Copy to: |
Sherman L. Black |
April Hamlin |
Chief Executive Officer |
Charles P. Moorse |
Qumu Corporation |
Lindquist & Vennum LLP |
7725 Washington Avenue South |
4200 IDS Center |
Minneapolis, Minnesota 55439 |
80 South 8th Street |
(952) 683-7900 |
Minneapolis, Minnesota 55402 |
|
(612) 371-3211 |
(Name,
address and telephone number, including area code, 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. (Check one):
Large accelerated filer [ ] |
Accelerated filer [X]
|
Non-accelerated filer [ ]
(Do not check if a smaller reporting company) |
Smaller reporting company [ ] |
CALCULATION
OF REGISTRATION FEE
Title of Securities to be Registered |
Amount to be
Registered (1) |
Proposed
Maximum
Offering Price
Per Share (2) |
Proposed
Maximum
Aggregate
Offering Price (2) |
Amount of
Registration
Fee |
Common Stock, par value $0.01 per share |
130,000 |
$4.96 |
$644,800 |
$74.93 |
| (1) | The shares registered by this registration statement are shares of Common Stock reserved for issuance
upon proper exercise of a stock option granted pursuant to a Stock Option Agreement dated May 18, 2015 by and between Qumu Corporation
and Peter J. Goepfrich. |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1) under
the Securities Act of 1933, as amended (the “Securities Act”), and based upon the average of the high and low prices
per share of the Company’s Common Stock on The Nasdaq Stock Market on August 6, 2015. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed by Qumu Corporation (the
“Company”) to register 130,000 shares of its common stock that may be issued upon proper exercise of a stock option
granted pursuant to that certain Stock Option Agreement dated May 18, 2015 by and between Qumu Corporation and Peter J. Goepfrich.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to the Note to Part I of Form S-8, the information
required by Part I of Form S-8 has been omitted from this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation
of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
are hereby incorporated by reference:
| (a) | The Company’s Annual Report on Form 10-K for the year ended December 31, 2014; |
| (b) | The Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015 and June
30, 2015; |
| (c) | All other reports filed (but not furnished) by the Company pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since December 31, 2014; and |
| (d) | The description of the Company’s common stock contained in its Registration Statements on
Form 8-A (File No. 000-20728) filed pursuant to Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating such description. |
All reports and other documents subsequently
filed (but not furnished) by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment to this Registration Statement that indicates that all of the shares of common stock offered hereby
have been sold or that deregisters all shares of the common stock then remaining unsold, shall be deemed to be incorporated by
reference in and a part of this Registration Statement from the date of filing of such reports and documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in this Registration Statement or in any other subsequently filed document that also is
or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description
of Securities.
Not applicable.
Item 5. Interests
of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification
of Directors and Officers.
Section 302A.521 of the Minnesota Statutes and Article
9 of the Company’s Amended and Restated Bylaws require, among other things, the indemnification of persons made or threatened
to be made a party to a proceeding by reason of acts or omissions performed in their official capacity as an officer, director,
employee or agent of the Company against judgments, penalties and fines (including attorneys’ fees) if such person is not
otherwise indemnified, acted in good faith, received no improper benefit, reasonably believed that such conduct was in the best
interests of the Company, and, in the case of criminal proceedings, had no reason to believe the conduct was unlawful. In addition,
Section 302A.521, subdiv. 3, of the Minnesota Statutes requires payment by the Company, upon written request, of reasonable expenses
in advance of final disposition in certain instances if a decision as to required indemnification is made by a disinterested majority
of the Board of Directors present at a meeting at which a disinterested quorum is present, or by a designated committee of the
Board, by special legal counsel, by the shareholders or by a court. The Company also maintains an insurance policy to assist in
funding indemnification of directors and officers for certain liabilities.
Item 7. Exemption
from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
| 4.1 | Stock Option Agreement dated May 18, 2015 by and between Qumu Corporation and Peter J. Goepfrich |
| 5.1 | Opinion of Lindquist & Vennum LLP |
| 23.1 | Consent of Lindquist & Vennum LLP (included in Exhibit 5.1) |
| 23.2 | Consent of KPMG LLP, Independent Registered Public Accounting Firm |
| 24.1 | Power of Attorney (included on signature page) |
Item 9. Undertakings.
(a) The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned
registrant hereby undertakes that, for purposes of determining liability under the Securities Act, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Minneapolis,
State of Minnesota, on August 10, 2015.
|
QUMU CORPORATION |
|
|
|
|
By: |
/s/ Sherman L. Black |
|
|
Sherman L. Black, Chief Executive Officer |
POWER OF ATTORNEY
The undersigned officers and
directors of Qumu Corporation hereby constitute and appoint Sherman L. Black and Peter J. Goepfrich, or either of them, with power
to act one without the other, as the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for the undersigned and in the undersigned’s stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this registration statement and all documents relating thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing necessary or advisable
to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his or her substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated on August 10, 2015.
/s/ Sherman L. Black |
|
Chief Executive Officer |
Sherman L. Black |
|
(Principal Executive Officer), Director |
|
|
|
/s/ Peter J. Goepfrich |
|
Chief Financial Officer (Principal Financial |
Peter J. Goepfrich |
|
and Accounting Officer) |
|
|
|
/s/ Daniel R. Fishback |
|
Director |
Daniel R. Fishback |
|
|
|
|
|
/s/ Thomas F. Madison |
|
Director |
Thomas F. Madison |
|
|
|
|
|
/s/ Kimberly K. Nelson |
|
Director |
Kimberly K. Nelson |
|
|
|
|
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/s/ Robert F. Olson |
|
Director |
Robert F. Olson |
|
|
|
|
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/s/ Justin A. Orlando |
|
Director |
Justin A. Orlando |
|
|
|
|
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/s/ Donald T. Netter |
|
Director |
Donald T. Netter |
|
|
Exhibit 4.1
QUMU CORPORATION
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT
(this “Agreement”) is made as of the Grant Date set forth below, by and between Qumu Corporation, a Minnesota corporation
(the “Company”), and the optionee named below (“Optionee”), and is not issued pursuant to the Company’s
2007 Second Amended and Restated Stock Incentive Plan or any other equity incentive plan of the Company.
|
|
OPTIONEE: |
Peter J. Goepfrich |
|
|
GRANT DATE: |
May 18, 2015 |
|
|
NUMBER OF OPTION SHARES: |
130,000 shares of common stock |
|
|
OPTION PRICE PER SHARE: |
$9.56 per Share |
|
|
EXPIRATION DATE: |
May 18, 2022 |
|
|
1. Grant
of Option. The Company hereby grants to Optionee the right and option (the “Option”) to purchase
all or any part of the aggregate number of shares of common stock of the Company (the “Shares”) set forth above (the
“Option Shares”), at the Option Price per Share set forth above, on the terms and conditions set forth in this Agreement.
The Option is not intended to be an “incentive stock option” within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the “Code”).
2. Administration
of Option. The Option will be administered by the Compensation Committee (the “Committee”)
of the Board of Directors of the Company (the “Board”). Any or all functions of the Committee specified in this Agreement
may be exercised by the Board unless this Agreement specifically states otherwise. The Committee has the authority to adopt, alter
and repeal such administrative rules, guidelines and practices governing the Option as it may, from time-to-time, deem advisable,
to interpret the terms and provisions of this Agreement and to otherwise supervise the administration of the Option. The Committee
may not take any action that would be treated as a “repricing” of the Option and may not amend or alter the Option
without the written consent of Optionee. All decisions made by the Committee pursuant to this Agreement will be final, conclusive
and binding on all persons, including the Company, its shareholders, members of the Board, Optionee and their respective successors,
assigns, heirs, estates and beneficiaries.
3. Term
and Exercise of Option.
(a) Installment
Exercise Provisions. The term of the Option shall commence on the Grant Date set forth above and shall continue until the Expiration
Date set forth above, unless earlier terminated as provided herein. Except as otherwise provided herein, the Option will be exercisable
in cumulative installments as follows:
(i) Up
to 25% of the Option Shares may be purchased at any time on or after the one-year anniversary of the Grant Date and prior to termination
of the Option;
(ii) Up
to 50% of the Option Shares may be purchased at any time on or after the second-year anniversary of the Grant Date and prior to
termination of the Option;
(iii) Up
to 75% of the Option Shares may be purchased at any time on or after the third-year anniversary of the Grant Date and prior to
termination of the Option; and
(iv) Up
to 100% of the Option Shares may be purchased at any time on or after the fourth-year anniversary of the Grant Date and prior to
termination of the Option.
Neither Optionee nor Optionee’s legal
representatives, legatees or distributees, as the case may be, will be, or will be deemed to be, a holder of any Option Shares
for any purpose unless and until certificates for the Option Shares are issued to Optionee or Optionee’s legal representatives,
legatees or distributees, under the terms of this Agreement.
(b) Method
of Exercise. The Option is exercisable by delivery of an exercise notice, in the form attached as Exhibit A (the “Exercise
Notice”), which shall state the election to exercise the Option, the number of Option Shares in respect of which the Option
is being exercised (the “Exercised Shares”) and such other representations and agreements as may be required by the
Company. The Exercise Notice shall be signed by Optionee and shall be delivered in person or by certified mail to the Chief Financial
Officer of the Company in accordance with Section 14 of this Agreement. The Exercise Notice shall be accompanied by payment of
the aggregate Option Price per Share. The Option shall be deemed to be exercised upon receipt by the Company of such fully executed
Exercise Notice accompanied by such aggregate Option Price per Share.
(c) Method
of Payment. Payment of the aggregate Option Price per Share shall be made by certified bank check, by delivery (or by attestation)
of other Shares owned by Optionee, pursuant to a “same day sale” program exercised through a brokerage transaction
as permitted under the provisions of Regulation T applicable to cashless exercises (so long as the Company’s Shares are registered
under Section 12 of the Exchange Act), or by a “net exercise” arrangement pursuant to which the Company will reduce
the number of Shares issued upon exercise by the largest whole number of Shares with a Fair Market Value that does not exceed the
aggregate Option Price per Share (together with payment in cash or other payment from Optionee to the extent of any remaining balance)
provided that any such Shares used to pay the aggregate Option Price per Share shall no longer be outstanding and exercisable under
this Option. Any same day sale or cashless exercise shall comply with regulations promulgated under the Securities Exchange Act
and the Federal Reserve Board. No Shares and no certificate for Shares shall be issued until full payment therefore has been made.
4. Change
in Control.
(a) “Change
in Control” of the Company shall mean a change in control which would be required to be reported in response to Item 5.01
of Form 8-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not
the Company is then subject to such reporting requirement, including without limitation, if:
(i) any
“person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner”
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly of securities of the Company representing 20% or more
of the combined voting power of the Company’s then outstanding securities (other than an entity owned 50% or greater by the
Company or an employee pension plan for the benefit of the employees of the Company);
(ii) there
ceases to be a majority of the Board comprised of (i) individuals who, on the date of this Agreement, constituted the Board of
the Company; and (ii) any new director who subsequently was elected or nominated for election by a majority of the directors who
held such office prior to a Change in Control; or
(iii) the
Company disposes of at least 75% of its assets, other than (i) to an entity owned 50% or greater by the Company or any of its subsidiaries,
or to an entity in which at least 50% of the voting equity securities are owned by the shareholders of the Company immediately
prior to the disposition in substantially the same percentage or (ii) as a result of a bankruptcy proceeding, dissolution or liquidation
of the Company.
(b) Except
as otherwise provided in this Agreement, if a Change in Control occurs, all previously unexercised Option Shares shall be exercisable
in full, without regard to any installment exercise provisions; provided, however, that the Committee, in its sole
and absolute discretion, may, with respect to any or all of such Option Shares, take any or all of the following actions to be
effective as of the date of the Change in Control (or as of any other date fixed by the Committee occurring within the thirty (30)
day period immediately preceding the date of the Change in Control, but only if such action remains contingent upon the effectuation
of the Change in Control) (such date referred to as the “Action Effective Date”):
(i) Unilaterally
cancel such Option Shares in exchange for whole and/or fractional Shares (or whole Shares and cash in lieu of any fractional Share)
or whole and/or fractional shares of a successor (or whole shares of a successor and cash in lieu of any fractional share) that,
in the aggregate, are equal in value to the product of (1) the excess, if any, of the Fair Market Value per Share on the Action
Effective Date over the Exercise Price multiplied by (2) the number of Option Shares.
(ii) Unilaterally
cancel such Option Shares in exchange for cash or other property equal in value to the product of (1) the excess, if any, of the
Fair Market Value per Share on the Action Effective Date over the Exercise Price multiplied by (2) the number of Option Shares.
(iii) Unilaterally
cancel such Option Shares after providing the holder of such Option Shares with (i) an opportunity to exercise such Option Shares
to the extent vested within a specified period prior to the date of the Change in Control, and (ii) notice of such opportunity
to exercise prior to the commencement of such specified period. The Committee may modify or waive any condition limiting the exercise
of the Option to permit a cashless exercise of the Option.
(c) Notwithstanding
the foregoing, payment of cash in lieu of whole or fractional Shares or shares of a successor may only be made to the extent that
such payment (i) has met the requirements of an exemption under Rule 16b-3 promulgated under the Exchange Act, or (ii) is a subsequent
transaction the terms of which were provided for in a transaction initially meeting the requirements of an exemption under Rule
16b-3 promulgated under the Exchange Act. The payment of cash in lieu of whole or fractional Shares or in lieu of whole or fractional
shares of a successor shall be considered a subsequent transaction approved by the original grant of the Option.
(d) For
the purposes of this Agreement, “Fair Market Value” of a Share shall be determined by the Committee as follows: (i)
if the Shares are listed for trading on one of more national securities exchanges, the last reported sales price on such principal
exchange on the date in question, or if the Shares shall not have been traded on such principal exchange on such date, the last
reported sales price on such principal exchange on the first day prior thereto on which the Shares was so traded; or (b) if the
Shares are not listed for trading on a national securities exchange, but are traded in the over-the-counter market, the closing
bid price for the Shares on the date in question, or if there is no such bid price for the Shares on such date, the closing bid
price on the first day prior thereto on which such price existed; or (c) if neither (a) or (b) is applicable, a value determined
by the reasonable application of a reasonable valuation method as defined in regulations promulgated under Section 409A of Code,
which determination shall be final and binding on all parties.
5. Termination
of Employment.
(a)
If Optionee shall cease to be employed by the Company or an affiliate as a result of retirement for age or disability, or voluntary
or involuntary separation from employment, other than a termination for Cause (as defined below), the Option may be exercised to
the extent Optionee shall have been entitled to do so at the date of termination of employment, within a period of 90 days after
such termination of employment, but in no case later than the Expiration Date set forth above.
(b) If
Optionee’s employment is terminated for Cause, the right of Optionee to exercise the Option shall terminate immediately upon
such termination of employment. For purposes of this Agreement, “Cause” shall have the same meaning as in the letter
agreement between the Company and the Optionee relating to severance and change in control benefits.
(c) The
Option will not confer upon Optionee any right with respect to continuance of employment by the Company, nor will it interfere
in any way with the right of the Company or an affiliate to terminate Optionee’s employment at any time.
6. Death
of Optionee. In the event of the death of Optionee while in the employ of the Company, the Option may be exercised
to the extent Optionee shall have been entitled to do so at the date of death, within a period of one year after the date of death,
but in no case later than the Expiration Date set forth above. In such event, the Option shall be exercisable only by the executors
or administrators of Optionee or by the person or persons to whom Optionee’s rights under the Option shall pass by Optionee’s
will or the laws of descent and distribution.
7. Limitations
on Exercise of Option.
(a) Except
as provided in paragraph 5 and 6 above, the Option may not be exercised unless Optionee is, at the time of such exercise, in the
employ of the Company, and shall have been continuously so employed since the Grant Date of the Option.
(b) The
issuance of Option Shares upon the exercise of the Option shall be subject to all applicable laws, rules and regulations, and shares
shall not be issued except upon the approval of proper government agencies or stock exchanges as may be required. Assuming compliance
with such laws, rules and regulations, for income tax purposes the Option Shares shall be considered transferred to Optionee on
the date the Option is exercised with respect to such Option Shares.
8. Nontransferability
of Option. The Option shall not be transferable by Optionee, other than by will or the laws of descent and distribution.
During the lifetime of Optionee, the Option shall be exercisable only by Optionee.
9. Registration. If
any law or regulation of the Securities and Exchange Commission or of any other body having jurisdiction shall require the Company
or Optionee to take any action in connection with the exercise of the Option, then, notwithstanding any contrary provision of this
Agreement, the date for exercise of the Option and the delivery of the Option Shares shall be deferred until the completion of
the necessary action. In the event that the Company shall deem it necessary, the Company may condition the grant or exercise of
the Option upon the receipt of a satisfactory certificate that Optionee is acquiring the Option Shares for investment purposes
and not with the view or intent to resell or otherwise distribute the Option or Option Shares. In such event, the stock certificate
evidencing such Option Shares shall bear a legend referring to applicable laws restricting transfer of such shares. In the event
that the Company deems it necessary to register under the Securities Act of 1933, as amended, or any other applicable statute,
the Options or any Option Shares, then Optionee shall cooperate with the Company and take such action as is necessary to permit
registration or qualification of such Option or Option Shares. It is the Company’s intent, but not its obligation, to register
or qualify the offering or sale of Shares under the Securities Act of 1933 of any other applicable state, federal or foreign law.
10. Disgorgement.
(a) If
any of the Company’s financial statements are required to be restated resulting from errors, omissions or fraud, the Committee
may (in its sole discretion, but acting in good faith) direct that the Company recover all or a portion of any Stock Incentive
with respect to any fiscal year of the Company the financial results of which are negatively affected by such restatement. The
operation of this Section 10(a) shall be in accordance with the provisions of Section 302 of Sarbanes-Oxley Act of 2002 and any
applicable guidance.
(b) Upon
demand of the Company, Optionee shall disgorge all or any portion of this Option or other compensation paid or payable pursuant
to this Option received within 36-month period prior to the public release of the restatement of financial information due to material
noncompliance with the financial reporting requirements under the federal securities laws. The operation of this Section 10(b)
shall be in accordance with the provisions of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and
any applicable guidance.
(c) The
amount to be recovered from Optionee under this Section shall be the amount by which the Option exceeded the amount that would
have been paid or payable to the Optionee had the financial statements been initially filed as restated, or any greater or lesser
amount (including, but not limited to, the entire Option) that the Committee shall determine. In no event shall the amount to be
recovered by the Company be less than the amount required to be repaid or recovered as a matter of law.
(d) In
addition to or in lieu of the rights to recovery set forth above, the Committee shall determine, as late as the time of the recoupment,
regardless of whether such method is stated in this Agreement, whether the Company shall effect any such recovery (i) by seeking
repayment from Optionee, (ii) by reducing (subject to applicable law and the terms and conditions of the applicable plan, program
or arrangement) the amount that would otherwise be payable to Optionee under any compensatory plan, program or arrangement maintained
by the Company or any of its affiliates, (iii) by withholding payment of future increases in compensation (including the payment
of any discretionary bonus amount) or grants of compensatory awards that would otherwise have been made in accordance with the
Company’s otherwise applicable compensation practices, (iv) by a holdback or escrow (before or after taxation) of part or
all of the Shares, payment or property received upon exercise or satisfaction of this Option or any other stock incentive granted
under any plan or agreement with the Company, or (v) by any combination of the foregoing.
11. Forfeiture
and Recoupment. Without limiting in any way the foregoing, Optionee’s rights, payments, and benefits with
respect to this Option shall be subject to reduction, cancellation, forfeiture, or recoupment by the Company upon the occurrence
of any of the following events, in addition to any otherwise applicable vesting conditions: (a) failure to accept the terms of
this Option, (b) termination of Optionee’s employment for Cause, (c) violation of material Company policies, (d) breach of
any agreement between the Company and Optionee, or (e) other conduct by Optionee that the Committee determines is detrimental to
the business or reputation of the Company or its subsidiaries.
12. Tax
Withholding. The Company has the right to deduct from any award payment made under this Agreement or to require
Optionee to pay the amount of any federal, state or local taxes of any kind required by law to be withheld with respect to the
grant, vesting, payment or settlement of an award under this Agreement, or to take such other action as may be necessary in the
opinion of the Company to satisfy all obligations for the payment of such taxes. Optionee may elect by written notice to the Company
to satisfy part or all of the withholding tax requirements associated with the award by (a) authorizing the Company to retain from
the number of Option Shares that would otherwise be deliverable to the Optionee (except to the extent such retention would violate
applicable securities laws), or (b) delivering (including by attestation) to the Company from Shares already owned by the Optionee,
that number of Shares having an aggregate Fair Market Value equal to part or all of the tax payable by the Optionee under this
Section, and in the event Option Shares or Shares are withheld or delivered, the amount withheld shall not exceed the statutory
minimum required federal, state FICA and other payroll taxes.
13. Adjustment. In
the event of a stock dividend, stock split, spin-off, rights offering, recapitalization through a large, nonrecurring cash dividend,
or a similar equity restructuring of the Company, the Committee will adjust: (a) the number of Shares subject to the Option, rounding
all fractions downward, and (d) the Exercise Price of the Option, or any combination thereof, in an equitable manner that will
equalize the fair value of the Option before and after the equity restructuring. Furthermore, in the event of any corporate transaction
described in Code Section 424(a) that provides for the substitution or assumption of this Option, the Committee will adjust the
Option in a manner that satisfies the requirements of Code Section 424(a) as to: (x) the number of Shares subject to the Option,
rounding all fractions downward, and (y) the Exercise Price of the Option, or any combination thereof. An adjustment made under
this Section by the Committee shall be conclusive and binding on all affected persons.
14. Notices. Notices
required hereunder shall be given in person or by first class mail to the address of Optionee shown on the records of the Company,
and to the Company at its principal executive office.
15. Successors
and Assigns. This Agreement shall apply to and bind Optionee and the Company and their respective permitted
assignees and transferees, heirs, legatees, executors, administrators and legal successors.
16. Miscellaneous. This
Agreement, together with Exhibit A, constitutes the entire agreement of the parties with respect to the subject matter of
this Agreement and supersedes in its entirety all prior undertakings and agreements of the Company and Optionee with respect to
the subject matter hereof, and may not be amended or altered except by means of a writing signed by the Company and Optionee. This
Agreement is governed by the internal substantive laws of but not the choice of law rules of the State of Minnesota.
* * * * *
IN WITNESS WHEREOF, the
Company has caused this Agreement to be executed in its corporate name by its duly authorized officer, and Optionee has executed
this Agreement, as of the Grant Date set forth above.
COMPANY: |
QUMU CORPORATION |
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By: |
/s/ Sherman L. Black |
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Sherman L. Black
Chief Executive Officer |
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OPTIONEE: |
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/s/ Peter J. Goepfrich |
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Peter J. Goepfrich |
Exhibit 5.1
August 10, 2015
Qumu Corporation
7725 Washington Avenue South
Minneapolis, MN 55439
Re: |
Opinion of Counsel as to Legality of Shares of Common Stock to be Registered
under the Securities Act of 1933, as amended |
Ladies and Gentlemen:
This opinion is furnished in connection with the Registration
Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended, which Qumu
Corporation (the “Company”) is filing with the Securities and Exchange Commission to register 130,000 shares of its
Common Stock, $0.01 par value per share (the “Shares”) that may be issued under that certain Stock Option Agreement
dated May 18, 2015 by and between Qumu Corporation and Peter J. Goepfrich (the “Agreement”).
In connection with this opinion, we have examined such
corporate records and other documents, including the Registration Statement, and have reviewed such matters of law as we have deemed
relevant hereto, and this opinion is furnished based upon such examination and review.
Based on the foregoing, we are of the opinion that
the Shares, when issued in accordance with the terms of the Agreement, will be validly issued, fully paid and nonassessable under
the current laws of the State of Minnesota.
The foregoing
opinion is limited to the laws of the State of Minnesota.
We hereby consent to the filing of this opinion with
the Securities and Exchange Commission as an exhibit to the Registration Statement.
Very truly yours,
LINDQUIST & VENNUM LLP
/s/ Lindquist & Vennum LLP
Exhibit 23.2
Consent
of Independent Registered Public Accounting Firm
We consent to the use of our report with respect to the consolidated financial
statements, financial statement schedule, and the effectiveness of internal control over financial reporting incorporated by reference
herein.
Our report dated March 24, 2015, on the effectiveness of internal control
over financial reporting as of December 31, 2014, expresses our opinion that Qumu Corporation did not maintain effective internal
control over financial reporting as of December 31, 2014 because of the effect of a material weakness on the achievement of the
objectives of the control criteria and contains an explanatory paragraph that states a material weakness was identified related
to the adequacy of the Company’s risk assessment process relative to its internal control over financial reporting for its
continuing business as a result of the divestiture of its disc publishing business.
Our report dated March 24, 2015, on internal control over financial reporting
as of December 31, 2014, contains an explanatory paragraph that states management excluded from its assessment of the effectiveness
of internal control over financial reporting as of December 31, 2014, Kulu Valley, Ltd.’s internal control over financial
reporting associated with total assets of approximately $19,100,000 and total revenue of approximately $464,000 included in the
consolidated financial statements of Qumu Corporation and subsidiaries as of and for the year ended December 31, 2014. Our audit
of internal control over financial reporting of Qumu Corporation also excluded an evaluation of the internal control over financial
reporting of Kulu Valley, Ltd.
/s/ KPMG LLP
Minneapolis, Minnesota
August 10, 2015
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