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): January 5, 2014

 

BRIGHTCOVE INC.

(Exact name of registrant as specified in its charter)

DELAWARE		001-35429		20-1579162
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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.

  

(d)           On January 5, 2014, the Board of Directors (the “Board”) of Brightcove Inc. (the “Company”) appointed Derek Harrar to the Board to fill a vacancy as a Class II director, to serve until the Company’s 2014 annual meeting of stockholders or until his successor is duly elected and qualified.

 

At the time of appointment, it was not determined whether Mr. Harrar would sit on any Board committee.

 

Mr. Harrar’s compensation will be consistent with that provided to all of the Company’s non-employee directors, as described in the Company’s most recent proxy statement filed with the Securities and Exchange Commission on April 1, 2013. In addition, the Company expects to enter into an indemnification agreement with Mr. Harrar in connection with his appointment to the Board, which is expected to be in substantially the same form as that entered into with the other directors of the Company.

 

There is no arrangement or understanding pursuant to which Mr. Harrar was appointed to the Board. There are no family relationships between Mr. Harrar and any director or executive officer of the Company, and Mr. Harrar has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Item 7.01.

Regulation FD Disclosure.

 

On January 9, 2014, the Company issued a press release announcing Mr. Harrar’s appointment to the Board as discussed in Item 5.02(d) of this Report on Form 8-K. The full text of the press release is furnished as Exhibit 99.1 hereto. 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, as amended (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, as amended, 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
99.1		Press Release of Brightcove Inc. dated January 9, 2014.

 

 

 

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: January 9, 2014	BRIGHTCOVE INC.
	By:	/s/ Christopher Menard
		Christopher Menard
		Chief Financial Officer

 

 

Exhibit 99.1

 

Brightcove Adds Former Comcast Executive Derek Harrar to Board of Directors

 

Recognized leader in the digital media and cable industry brings a wealth of successful management, strategic and technology experience

 

BOSTON, January 9, 2014 – Brightcove (NASDAQ: BCOV), a leading global provider of cloud services for video, today announced that former Comcast senior vice president and general manager of video and entertainment services, Derek Harrar, has joined the Brightcove Board of Directors. Harrar brings significant media experience and depth that will be instrumental as Brightcove increases its focus on delivering unbeatable value for television broadcasters, programmers and distributors worldwide.

“We are thrilled to welcome Derek Harrar to the Board of Directors as we expand our focus on solving the unique challenges facing broadcasters and TV programmers today,” said David Mendels, chief executive officer at Brightcove. “Derek is a seasoned and recognized industry insider who brings a strong customer perspective to our board. We look forward to his input as we embark on an exciting year ahead.”

Harrar brings a wealth of successful management, strategic and technology experience to the Brightcove Board, having led all aspects of Comcast’s flagship video business, including basic and digital cable, HD, video on-demand and DVR services. He joined Comcast in 2004 as vice president of business development and was later named vice president of subscriber equipment, followed by vice president of video product management. Prior to joining Comcast, Harrar was co-founder and vice president of business development for MegaSense, a startup in Silicon Valley, and an investment banker for Morgan Stanley in Silicon Valley and New York.

“It’s an exciting time to join Brightcove’s Board as the company expands its commitment to the media industry with the recent transaction with Unicorn Media,” said Harrar. “Addressing delivery and monetization of online video with one suite of cloud services represents another example of a great team proactively evolving a world-class company to lead in the dynamic, rapid-growth online video sector. I look forward to contributing to the company’s success going forward.”

About Brightcove
Brightcove Inc. (NASDAQ: BCOV), a leading global provider of cloud services for video, offers a family of products that revolutionize the way organizations deliver video experiences. The company’s products include Video Cloud, the market-leading online video platform and Zencoder, a leading cloud-based media processing service and HTML5 video player technology provider. Brightcove has more than 6,300 customers in over 70 countries that rely on Brightcove cloud content services to build and operate video experiences across PCs, smartphones, tablets and connected TVs. For more information, visit http://www.brightcove.com.

 

 

 

Press Contacts

 

North America:
Lisa van der Pool

InkHouse for Brightcove

781-966-4142

lvanderpool@inkhouse.com

 

Europe:

Sheena Riviera

AxiCom for Brightcove

+44 20 8392 4064

sheena.riviera@axicom.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.