BRIGHTCOVE INC DE false 0001313275 0001313275 2021-11-09 2021-11-09












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 9, 2021




(Exact name of registrant as specified in its charter)




DELAWARE   001-35429   20-1579162

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)


290 Congress Street, Boston, MA   02210
(Address of principal executive offices)   (Zip Code)

(888) 882-1880

Registrant’s telephone number, including area code

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Common Stock, par value $0.001 per share   BCOV   The NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act.  ☐




Item 8.01.

Other Events.

On November 1, 2021, Edenbrook Capital, LLC (“Edenbrook”) filed Amendment No. 6 to Schedule 13D/A, which included as Exhibit 1 a letter to the Board of Directors (the “Board”) of Brightcove Inc. (the “Company”).

On November 9, 2021, the Company’s Chairperson of the Board, Deborah Besemer, sent a letter responding to Edenbrook’s letter. The Chairperson’s response to the letter is attached to this current report as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits






99.1    Letter to Edenbrook Capital, LLC, dated November 9, 2021
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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: November 9, 2021     Brightcove Inc.

/s/ Robert Noreck

      Robert Noreck
      Chief Financial Officer

Exhibit 99.1



November 9, 2021

Jonathan Brolin

Founder and Managing Partner

Edenbrook Capital, LLC

116 Radio Circle, Suite 202

Mount Kisco, NY 10549

Dear Jon:

I appreciate you taking the time over the past week to talk to me about Brightcove Inc. and your letter, dated November 1, 2021. As a Board and as a Company, we have always appreciated your longstanding commitment as a Brightcove shareholder, and the relationship we have developed with you over the years. We also deeply appreciate your perspective on the Company and the market in which the Company operates.

As you know, we agree with your assessment that the Company is significantly undervalued in the market. The Board and management believe that meaningful opportunity exists to improve operating results and the Company’s valuation in the market and are pursuing these opportunities with urgency and focus. Likewise, as we discussed, the Board is working expeditiously to retain a new CEO and has retained executive search firm Spencer Stuart to assist the Company in this search. This is a top priority for the Board and we understand the urgency to have a new CEO in place as soon as possible. Finally, the Board fully understands its fiduciary responsibilities and continues to be highly focused on maximizing shareholder value.

Thank you again for your years of support and your commitment to the Company. We look forward to continued dialogue with you in the future.


/s/ Deborah Besemer
Deborah Besemer
Chairperson of the Board

290 Congress Street, 4th Floor, Boston, MA 02210    tel 888.882.1880    fax 617.261.4830    brightcove.com