As filed with the Securities and Exchange Commission on February 21, 2019

Registration No. 333-            















(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)

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, 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:


Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

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.  ☐






Title of Securities

to be Registered


Amount to be




Offering Price

per Share(2)





Offering Price


Amount of

Registration Fee(3)

Common Stock, $0.001 par value per share

  1,464,655 Shares   $8.37   $12,259,162.35   $1,486.00




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.


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 19, 2019.


Calculated pursuant to Section 6(b) of the Securities Act.





This Registration Statement on Form S-8 is filed for the purposes of registering 1,464,655 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, 2019, the number of shares of Common Stock reserved and available for issuance under the 2012 Plan increased by 1,464,655. This Registration Statement hereby registers these additional 1,464,655 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



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



Item 8.


See the Exhibit Index on the following page for a list of exhibits filed as part of this registration statement, which Exhibit Index is incorporated herein by reference.







  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.


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, 2019.



/s/ Jeff Ray


Jeff Ray

Chief Executive Officer


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 21st day of February, 2019.





/s/ Jeff Ray

   Chief Executive Officer (Principal Executive Officer) and Director
Jeff Ray   

/s/ Robert Noreck

   Chief Financial Officer (Principal Financial Officer and Principal
Robert Noreck    Accounting Officer)

/s/ Deborah Besemer

   Chairperson of the Board of Directors
Deborah Besemer   

/s/ Kristin Frank

Kristin Frank   

/s/ Gary Haroian

Gary Haroian   

/s/ Derek Harrar

Derek Harrar   

/s/ Diane Hessan

Diane Hessan   

/s/ Scott Kurnit

Scott Kurnit   

/s/ Thomas E. Wheeler

Thomas E. Wheeler   

Exhibit 5.1

February 21, 2019

Brightcove Inc.

290 Congress Street

Boston, MA 02210



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 1,464,655 shares (the “Shares”) of Common Stock, $0.001 par value per share ( “Common Stock”), of Brightcove Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2012 Stock Option and 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.

For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the number of then unissued Shares.

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

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, 2019, 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, 2018, filed with the Securities and Exchange Commission.


/s/ Ernst & Young LLP
Boston, Massachusetts
February 21, 2019