EXPLANATORY
NOTE
This
Registration Statement on Form S-8 is filed by Qumu Corporation (the “Company”) to register an additional 1,000,000
shares of its common stock authorized for issuance under the Qumu Corporation Second Amended and Restated 2007 Stock Incentive
Plan, as amended.
On
May 15, 2007, the shareholders of the Company adopted the 2007 Stock Incentive Plan and authorized 730,320 shares of common stock
to be reserved for issuance under that plan. The Company filed a Registration Statement on Form S-8 on November 13, 2007 to register
the 730,320 shares (File No. 333-147344).
On
May 13, 2009, the Company’s shareholders approved the Amended and Restated 2007 Stock Incentive Plan, including an amendment
to increase the number of shares authorized under the plan by 500,000. The Company filed a Registration Statement on Form S-8
on August 11, 2009 to register the additional 500,000 shares (File No. 333-161262).
On
May 11, 2011, the Company’s shareholders approved the Second Amended and Restated 2007 Stock Incentive Plan, including an
amendment to increase the number of shares authorized under the plan by 500,000. The Company filed a Registration Statement on
Form S-8 on August 8, 2011 to register the additional 500,000 shares (File No. 333-176145).
On
May 20, 2014, the Company’s shareholders approved an amendment to the Second Amended and Restated 2007 Stock Incentive Plan
to increase the number of shares authorized under the plan by 500,000. The Company filed a Registration Statement on Form S-8
on August 10, 2015 to register the additional 500,000 shares (File No. 333-206270).
On
May 12, 2016, the Company’s shareholders approved amendments to the Second Amended and Restated 2007 Stock Incentive Plan,
including an amendment to increase the number of shares authorized under the plan by 500,000. The Company filed a Registration
Statement on Form S-8 on January 13, 2017 to register the additional 500,000 shares (File No. 333-215549).
On
May 10, 2018, the Company’s shareholders approved amendments to the Second Amended and Restated 2007 Stock Incentive Plan,
including an amendment to increase the number of shares authorized under the plan by 500,000. The Company filed a Registration
Statement on Form S-8 on August 8, 2018 to register the additional 500,000 shares (File No. 333-226694).
On
September 30, 2020, the Company’s shareholders approved an amendment to the Second Amended and Restated 2007 Stock Incentive
Plan to increase the number of shares authorized under the plan by 500,000. On May 6, 2021, the Company’s shareholders approved
an amendment to the Second Amended and Restated 2007 Stock Incentive Plan to increase the number of shares authorized under the
plan by 500,000. The additional aggregate 1,000,000 shares approved by the shareholders on September 30, 2020 and May 6, 2021
are covered by this Registration Statement. Pursuant to General Instruction E of Form S-8 and the contents of the earlier registration
statements are incorporated herein by reference.
Item
5.
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Interests
of Named Experts and Counsel.
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Not
applicable.
Item
6.
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Indemnification
of Directors and Officers.
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Section
302A.521 of the Minnesota Statutes and Article IX 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.
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Exemption
from Registration Claimed.
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Not
applicable.
Exhibit
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3.1
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1992 Restated Articles of Incorporation of Rimage Corporation (n/k/a Qumu Corporation) (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017).
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3.2
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Articles of Amendment to 1992 Restated Articles of Incorporation of Rimage Corporation (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 (File No. 333-69550)).
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3.3
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Amended and Restated Bylaws of Rimage Corporation, as amended (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated March 7, 2007).
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3.4
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Articles of Amendment to Articles of Incorporation of Rimage Corporation as filed with the Minnesota Secretary of State effective as of September 16, 2013 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated September 16, 2013).
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3.5
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Amendments effective March 2, 2016 to Bylaws of Qumu Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated March 2, 2016).
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4.1
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Second Amended and Restated 2007 Stock Incentive Plan, as amended through February 18, 2021 and approved by shareholders May 6, 2021 (incorporated by reference to Appendix A to the Company’s definitive proxy statement on Schedule 14A, filed on April 6, 2021, for the 2021 Annual Meeting of Shareholders held on May 6, 2021).
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5.1
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Opinion of Ballard Spahr LLP.
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23.1
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Consent of Ballard Spahr LLP (included in Exhibit 5.1).
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(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 prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)
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;
provided,
however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if information required
to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this 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.
POWER
OF ATTORNEY
Each
person whose signature to this registration statement appears below hereby constitutes and appoints TJ Kennedy and David G. Ristow,
signing singly as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to
sign on his or her behalf individually and in the capacity stated below and to perform any acts necessary to be done in order
to file with the Securities and Exchange Commission all amendments (including post-effective amendments) to this registration
statement, with all exhibits thereto, and any and all instruments or documents filed as part of or in connection with this registration
statement or the amendments thereto and each of the undersigned does hereby ratify and confirm all that said attorney-in-fact
and agent, or his substitutes, shall do or cause to be done by virtue hereof. The undersigned also grants to said attorney-in-fact,
full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers
herein expressly granted. This Power of Attorney shall remain in effect until revoked in writing by the undersigned.
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 May 7, 2021.
/s/
TJ Kennedy
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President
and Chief Executive Officer
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TJ
Kennedy
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(Principal
Executive Officer), Director
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/s/
David G. Ristow
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Chief
Financial Officer
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David
G. Ristow
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(Principal
Financial and Accounting Officer)
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/s/
Mary E. Chowning
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Director
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Mary
E. Chowning
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/s/
Neil E. Cox
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Director
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Neil
E. Cox
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/s/
Daniel R. Fishback
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Director
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Daniel
R. Fishback
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/s/
Edward D. Horowitz
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Director
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Edward
D. Horowitz
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/s/
Kenan Lucas
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Director
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Kenan
Lucas
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/s/
Robert F. Olson
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Director
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Robert
F. Olson
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