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TRMR > SEC Filings for TRMR > Form 8-K on 5-Jul-2013All Recent SEC Filings

Show all filings for TREMOR VIDEO INC.

Form 8-K for TREMOR VIDEO INC.


5-Jul-2013

Entry into a Material Definitive Agreement, Amendments to Articles of Inc. or B


Item 1.01 Entry into a Material Definitive Agreement

Upon the closing of the initial public offering (the "IPO") of shares of common stock of Tremor Video, Inc. (the "Company") on July 2, 2013, each outstanding warrant to purchase shares of preferred stock of the Company, including the portion of such warrants held by Comerica Bank, Silicon Valley Bank and Venture Leasing & Lending IV, LLC, automatically, and pursuant to its terms, became a warrant to purchase shares of common stock of the Company. Pursuant to the terms of the warrants held by Comerica Bank, Silicon Valley Bank and Venture Leasing & Lending IV, LLC, the Company is obligated to issue to each of those parties an amended or new warrant.



Item 5.03 Amendments to Certificate of Incorporation or
Bylaws

Amendment and Restatement of Certificate of Incorporation

On July 2, 2013, the Company filed an amended and restated certificate of incorporation (the "Restated Certificate") with the Secretary of State of the State of Delaware in connection with the closing of the IPO.

The Restated Certificate amends and restates in its entirety the Company's certificate of incorporation to, among other things:

increase the total number of shares of the Company's common stock which the Company is authorized to issue to 250,000,000;

eliminate all references to the various series of preferred stock that were previously authorized (including certain protective measures held by the various series of preferred stock), except for the reference to 10,000,000 shares of undesignated preferred stock that may be issued, and with terms to be set, by the Company's board of directors, which rights could be senior to those of the Company's common stock;

eliminate all references to the Series II common stock;

eliminate (i) class rights to elect members of the board of directors and (ii) rights to vote as a separate class and/or series on certain matters;

permit the size of the board of directors to be fixed by resolution adopted by a majority of the board of directors;

establish a classified board of directors with staggered three-year terms;

provide that directors may be removed by stockholders only for cause;

provide that all vacancies on the board of directors, including newly created directorships, may, except as determined by the board of directors, be filled only by the affirmative vote of a majority of directors then in office, even if less than a quorum; and

eliminate the ability of stockholders to take action by written consent or electronic transmission and provide that no action may be taken by the stockholders except at an annual or special meeting of the stockholders called in accordance with the Company's bylaws.

The foregoing description is qualified in its entirety by reference to the Restated Certificate, a copy of which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.


Amendment and Restatement of Bylaws

Effective as of July 2, 2013, the Company adopted amended and restated bylaws (the "Restated Bylaws") in connection with the closing of the IPO.

The Restated Bylaws amend and restate in their entirety the Company's bylaws to, among other things:

require advance notice for nominations for election to the Company's board of directors or for proposing matters that may be acted upon at a stockholders' meeting;

provide that special meetings of stockholders may be called only by the chairperson of the board of directors, the chief executive officer, or a majority of the total number of authorized directors;

require that the number of directors constituting the board of directors is fixed in accordance with the Company's certificate of incorporation; and

eliminate the ability of stockholders to take action by written consent or electronic transmission and provide that no action may be taken by the stockholders except at an annual or special meeting of the stockholders called in accordance with the Company's Restated Bylaws.

The foregoing description is qualified in its entirety by reference to the Restated Bylaws, a copy of which is filed herewith as Exhibit 3.2 and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.                                  Description

3.1            Amended and Restated Certificate of Incorporation of Tremor Video, Inc.

3.2 (1)        Amended and Restated Bylaws of Tremor Video, Inc.



(1) Previously filed as Exhibit 3.4 to the Company's Registration Statement on Form S-1, as amended (File No. 333-188813), filed with the Securities and Exchange Commission on June 14, 2013, and incorporated herein by reference.


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