Securities Registration: Employee Benefit Plan (s-8)
November 04 2020 - 6:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
QUMU
CORPORATION
(Exact
name of registrant as specified in its charter)
Minnesota
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41-1577970
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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510
1st Avenue North, Suite 305
Minneapolis, MN 55403
(Address of principal executive offices and zip code)
Stock
Option Agreement dated July 22, 2020 by and between
Qumu Corporation and TJ Kennedy
(Full
Title of the Plan)
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Copy
to:
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David
G. Ristow
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April
Hamlin
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Chief
Financial Officer
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Ballard
Spahr LLP
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Qumu
Corporation
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2000
IDS Center
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510
1st Avenue North, Suite 305
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80
South 8th Street
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Minneapolis,
MN 55403
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Minneapolis,
MN 55402
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(612)
638-9100
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(612)
371-3211
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(Name,
address and telephone number, including area code, of agent for service)
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer [ ]
|
Accelerated
filer [ ]
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Non-accelerated
filer [X]
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Smaller
reporting company [X]
Emerging
growth company [ ]
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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. [ ]
CALCULATION
OF REGISTRATION FEE
Title of Securities to be Registered
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Amount to be Registered (1)
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Proposed Maximum Offering Price Per Share (2)
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Proposed Maximum Aggregate Offering Price (2)
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Amount of Registration Fee
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Common Stock, par value $0.01 per share
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457,692
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$
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4.90
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$
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2,242,690.80
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$
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244.68
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(1)
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Consists
of shares issuable under that certain stock option agreement dated July 22, 2020 by and between Qumu Corporation and TJ Kennedy,
which stock option was granted in accordance with Nasdaq Listing Rule 5635(c)(4).
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(2)
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For
the purpose of calculating the registration fee pursuant to Rule 457(h)(1) of the Securities Act, the price per share and
aggregate offering price are calculated on the basis of the exercise price of the stock option granted pursuant to the stock
option agreement dated July 22, 2020 by and between Qumu Corporation and TJ Kennedy.
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EXPLANATORY
NOTE
This
Registration Statement on Form S-8 is filed by Qumu Corporation (the “Company”) to register the 457,692 shares of
the Company’s common stock issuable upon proper exercise of that certain stock option agreement dated July 22, 2020 by and
between the Company and TJ Kennedy.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant
to the Note to Part I of Form S-8, the information required by Part I of Form S-8 has been omitted from this Registration Statement.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents filed by the Company with the Securities and Exchange Commission
are hereby incorporated by reference:
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(a)
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The
Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed on March 6, 2020;
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(b)
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The
Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed on May 8, 2020, the Company’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed on August 4, 2020 and the Company’s Quarterly
Report on Form 10-Q for the quarter ended September 30, 2020, filed on November 3, 2020;
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(c)
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The
Company’s Current Reports on Form 8-K filed (but not furnished) on February
11, 2020 (report dated February 10, 2020), February 11, 2020 (report dated February 11, 2020), May 7, 2020, June 29, 2020,
July 20, 2020, July 24, 2020 and October 2, 2020; and
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(c)
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The
description of the Company’s common stock contained in its Registration Statements on Form 8-A (File No. 000-20728)
filed pursuant to Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such
description.
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All
reports and other documents subsequently filed (but not furnished) by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement that indicates that all
of the shares of common stock offered hereby have been sold or that deregisters all shares of the common stock then remaining
unsold, shall be deemed to be incorporated by reference in and a part of this Registration Statement from the date of filing of
such reports and documents; except as to any portion of any future annual or quarterly report to shareholders or document or current
report furnished under current Item 2.02 or Item 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form
8-K that is deemed to be furnished and not filed under such provisions.
Any
statement contained in a document incorporated by reference in this Registration Statement shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any
other subsequently filed document that also is or is deemed to be incorporated by reference in this Registration Statement modifies
or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification of Directors and Officers.
Section
302A.521 of the Minnesota Statutes and Article IX of the Company’s Amended and Restated Bylaws require, among other things,
the indemnification of persons made or threatened to be made a party to a proceeding by reason of acts or omissions performed
in their official capacity as an officer, director, employee or agent of the Company against judgments, penalties and fines (including
attorneys’ fees) if such person is not otherwise indemnified, acted in good faith, received no improper benefit, reasonably
believed that such conduct was in the best interests of the Company, and, in the case of criminal proceedings, had no reason to
believe the conduct was unlawful. In addition, Section 302A.521, subdiv. 3, of the Minnesota Statutes requires payment by the
Company, upon written request, of reasonable expenses in advance of final disposition in certain instances if a decision as to
required indemnification is made by a disinterested majority of the Board of Directors present at a meeting at which a disinterested
quorum is present, or by a designated committee of the Board, by special legal counsel, by the shareholders or by a court. The
Company also maintains an insurance policy to assist in funding indemnification of directors and officers for certain liabilities.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
Exhibit
Item
9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided,
however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if information required to
be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration
statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining liability under the Securities Act, each filing
of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, 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 Minneapolis, State of Minnesota, on November 3, 2020.
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QUMU
CORPORATION
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By
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/s/
David G. Ristow
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David
G. Ristow, Chief Financial Officer
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POWER
OF ATTORNEY
Each
person whose signature to this registration statement appears below hereby constitutes and appoints TJ Kennedy and David G. Ristow,
signing singly as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to
sign on his or her behalf individually and in the capacity stated below and to perform any acts necessary to be done in order
to file with the Securities and Exchange Commission all amendments (including post-effective amendments) to this registration
statement, with all exhibits thereto, and any and all instruments or documents filed as part of or in connection with this registration
statement or the amendments thereto and each of the undersigned does hereby ratify and confirm all that said attorney-in-fact
and agent, or his substitutes, shall do or cause to be done by virtue hereof. The undersigned also grants to said attorney-in-fact,
full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers
herein expressly granted. This Power of Attorney shall remain in effect until revoked in writing by the undersigned.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities indicated on November 3, 2020.
/s/
TJ Kennedy
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President
and Chief Executive Officer
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TJ
Kennedy
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(Principal
Executive Officer), Director
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/s/
David G. Ristow
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Chief
Financial Officer (Principal Financial
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David
G. Ristow
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and
Accounting Officer)
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/s/
Mary E. Chowning
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Director
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Mary
E. Chowning
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/s/
Neil E. Cox
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Director
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Neil
E. Cox
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/s/
Daniel R. Fishback
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Director
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Daniel
R. Fishback
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/s/
Edward D. Horowitz
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Director
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Edward
D. Horowitz
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/s/
Kenan Lucas
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Director
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Kenan
Lucas
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/s/
Robert F. Olson
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Director
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Robert
F. Olson
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