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| BCOV > SEC Filings for BCOV > Form 8-K on 14-Aug-2012 | All Recent SEC Filings |
14-Aug-2012
Completion of Acquisition or Disposition of Assets, Financial Statements and Exhib
On August 14, 2012 (the "Closing Date"), pursuant to an Agreement and Plan of Merger (the "Merger Agreement") by and among Brightcove Inc. (the "Company"), Zebra Acquisition Corporation, a Delaware corporation ("MergerCo"), Zencoder Inc., a Delaware corporation ("Zencoder"), and James Lindenbaum as Securityholders' Representative, the Company completed its previously announced acquisition of all of the issued and outstanding shares of capital stock of Zencoder, and MergerCo merged with and into Zencoder, with Zencoder remaining as the surviving entity and a wholly-owned subsidiary of the Company (the "Merger"). At the closing, the Company paid approximately $30.0 million in cash. Pursuant to the Merger Agreement, $4.6 million of the purchase price was placed into an escrow fund to settle certain claims for indemnification for breaches or inaccuracies in Zencoder's representations and warranties, covenants, agreements, and losses attributable to certain taxes, and payments due to the Company for certain adjustments to the calculation of the working capital of Zencoder as of the close of business on the day immediately prior to the Closing Date.
A copy of the Merger Agreement is attached as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on July 26, 2012. The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement.
(a) Financial statements of businesses acquired. The financial information required by this Item 9.01(a) has not been included with this filing and will be filed by amendment to this Current Report on Form 8-K not later than seventy-one (71) calendar days after the date that this Current Report on Form 8-K must be filed.
(b) Pro Forma Financial Information. The financial information required by
this Item 9.01(b) has not been included with this filing and will be filed
by amendment to this Current Report on Form 8-K not later than seventy-one
(71) calendar days after the date that this Current Report on Form 8-K
must be filed.
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