As filed with the Securities and Exchange Commission on February 21, 2017
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)
| Delaware | 20-1579162 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
290 Congress Street
Boston, MA 02210
(Address of Principal Executive Offices)
Brightcove Inc. 2012 Stock Incentive Plan
(Full Title of the Plan)
David Mendels
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):
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| 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 per |
Proposed Maximum Aggregate Offering Price |
Amount of Registration |
||||||||||||
| Common Stock, $0.001 par value per share |
1,365,679 Shares | $ | 7.38 | $ | 10,078,711.02 | $ | 1,168.13 | |||||||||
| (1) | 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 registrant’s 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 registrant’s outstanding shares of common stock. |
| (2) | 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 registrant’s common stock, as quoted on the Nasdaq Global Market, on February 16, 2017. |
| (3) | Calculated pursuant to Section 6(b) of the Securities Act. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed for the purposes of registering 1,365,679 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 Registrant’s Common Stock outstanding on the immediately preceding December 31, unless the Registrant’s overhang exceeds 30% on such December 31. Accordingly, on January 1, 2017, the number of shares of Common Stock reserved and available for issuance under the 2012 Plan increased by 1,365,679. This Registration Statement hereby registers these additional 1,365,679 shares of Common Stock. The additional shares are of the same class as other securities relating to the 2012 Plan for which the Registrant’s registration statement filed on Form S-8 on March 7, 2012 (SEC File No. 333-179966) is effective. The information contained in the Registrant’s 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. | Plan Information.* |
| Item 2. | Registrant Information and Employee Plan Annual Information.* |
| * | 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. |
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits. |
See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this registration statement, which Exhibit Index is incorporated herein by reference.
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 21st day of February, 2017.
| BRIGHTCOVE INC. | ||
| By: | /s/ David Mendels | |
| David Mendels Chief Executive Officer | ||
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 21st day of February, 2017.
| Signature |
Title | |
| /s/ David Mendels David Mendels |
Chief Executive Officer and Director (Principal Executive Officer) | |
| /s/ Kevin Rhodes Kevin Rhodes |
Chief Financial Officer (Principal Financial Officer) | |
| /s/ Christopher Stagno Christopher Stagno |
Chief Accounting Officer (Principal Accounting Officer) | |
| /s/ Gary Haroian Gary Haroian |
Chairman of the Board of Directors | |
| /s/ Deborah Besemer Deborah Besemer |
Director | |
| /s/ Derek Harrar Derek Harrar |
Director | |
| /s/ Chet Kapoor Chet Kapoor |
Director | |
| /s/ Scott Kurnit Scott Kurnit |
Director | |
| /s/ David Orfao David Orfao |
Director | |
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 5.1* | Opinion of Goodwin Procter LLP. | |
| 23.1* | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. | |
| 23.2 | Consent of Goodwin Procter LLP (included in Exhibit 5.1). | |
| 24.1 | Power of attorney (included on signature page). | |
| * | Filed herewith. |
Exhibit 5.1
February 21, 2017
Brightcove Inc.
290 Congress Street
Boston, MA 02210
| Re: | Securities Being Registered under Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 1,365,679 shares (the “Shares”) of common stock, $0.001 par value per share (the “Common Stock”), of Brightcove Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2012 Stock Incentive Plan (the “Plan”).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware General Corporation Law (which includes reported judicial decisions interpreting the Delaware General Corporation Law).
For purposes of the opinion set forth below, we have assumed that a sufficient number of authorized but unissued shares of the Company’s Common Stock will be available for issuance when the Shares are issued.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours,
/s/ GOODWIN PROCTER LLP
GOODWIN PROCTER LLP
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Brightcove Inc. 2012 Stock Incentive Plan of our reports dated February 21, 2017, with respect to the consolidated financial statements of Brightcove Inc. and the effectiveness of internal control over financial reporting of Brightcove Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2016, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
February 21, 2017