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): July 9, 2015
BRIGHTCOVE INC.
(Exact name of registrant as specified in its charter)
| DELAWARE | 001-35429 | 20-1579162 | ||
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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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) | (Zip Code) |
Registrant’s telephone number, including area code (888) 882-1880
Not Applicable
(Former name or former address, if changed since last report)
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 9, 2015, Paul Goetz resigned, effective as of July 31, 2015, as Senior Vice President, Worldwide Field Operations of Brightcove Inc. (the “Company”).
In connection with Mr. Goetz’s resignation, the Company and Mr. Goetz entered into a separation agreement on July 9, 2015 (the “Agreement”) which supersedes Mr. Goetz’s employment agreement dated October 1, 2014. The Agreement provides, among other things, that (a) the Company will continue to pay Mr. Goetz’s base salary at his current rate for a period of 6 months beginning on Mr. Goetz’s separation from the Company, (b) the Company will pay Mr. Goetz the equivalent of 6 months of monthly employer contributions for health benefits beginning on Mr. Goetz’s separation from the Company, (c) Mr. Goetz will comply with certain confidentiality, non-disparagement and other obligations and (d) Mr. Goetz agreed to a general release of claims in favor of the Company. The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q to be filed by the Company with the Securities and Exchange Commission for the period ending June 30, 2015.
Item 7.01 Regulation FD Disclosure.
On July 13, 2015, the Company issued a press release announcing that Andrew Feinberg, the Company’s Executive Vice President and Chief Legal Officer, has been named President of International Operations and Mr Goetz’s decision to resign from the Company. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 8-K,
The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| Exhibit 99.1 | Press Release dated July 13, 2015 | |
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SIGNATURES
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 hereunto duly authorized.
| Date: July 13, 2015 | Brightcove Inc. | |||||
| By: | /s/ Kevin Rhodes
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| Kevin Rhodes | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
Brightcove Announces Organizational Changes
BOSTON, Mass. (July 13, 2015) – Brightcove Inc. (NASDAQ: BCOV), a leading global provider of cloud services for video, today announced several organizational changes.
Andrew Feinberg has been named President of International Operations with responsibility for all international sales and operating activities for Brightcove. Andrew launched and has overseen our Japan and Asia Pacific operations for many years, in addition to serving in his role as EVP and Chief Legal Officer, and previously as VP of Corporate Development. In his new role he will add Europe, the Middle East, and Latin America to his responsibilities.
David Plotkin has been named as Brightcove’s new General Counsel, succeeding Andrew. Formerly Deputy General Counsel and an 8-year veteran of Brightcove, David will report to EVP & Chief Financial Officer, Kevin Rhodes in his new role.
As part of our overall organizational changes, Paul Goetz, SVP of Worldwide Operations, will be leaving the Company at the end of the month to pursue other interests.
“Andy has demonstrated over his ten years at Brightcove a proven track record of driving a significant part of our international business,” noted David Mendels, Chief Executive Officer. “Similarly, David has deep experience with all aspects of our business and legal affairs. I expect these changes will enhance our efforts to further improve execution, accelerate growth, and achieve profitability. We appreciate Paul’s contributions over his 6 years at the Company, and wish him success in his future endeavors.”
About Brightcove
Brightcove Inc. (NASDAQ:BCOV) is the leading global provider of powerful cloud solutions for delivering and monetizing video across connected devices. The company offers a full suite of products and services that reduce the cost and complexity associated with publishing, distributing, measuring and monetizing video across devices. Brightcove has more than 5,500 customers in over 70 countries that rely on the company's cloud solutions to successfully publish high-quality video experiences to audiences everywhere. To learn more, visit www.brightcove.com.
This press release may include forward-looking statements regarding anticipated objectives, growth and/or expected product and service developments or enhancements. Such forward-looking statements may be identified by the use of the following words (among others): "believes," "expects," "may," "will," "plan," "should" or "anticipates," or comparable words and their negatives. These forward-looking statements are not guarantees but are subject to risks and uncertainties that could cause actual results to differ materially from the expectations contained in these statements. For a discussion of such risks and uncertainties, see "Risk Factors" in the Company's filings with the Securities and Exchange Commission, including its most recent annual report on Form 10-K. Brightcove assumes no obligation to update any forward-looking statements contained in this press release in the event of changing circumstances or otherwise, and such statements are current only as of the date they are made.
Investor Contact:
ICR for Brightcove Inc.
Brian Denyeau, 646-277-1251
brian.denyeau@icrinc.com
or
Media Contact:
Brightcove Inc.
DoShik Wood, 617-299-8453
dwood@brightcove.com