TREMOR VIDEO INC. (Form: S-8, Received: 06/28/2013 14:53:02)

As filed with the Securities and Exchange Commission on June 28, 2013

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

Tremor Video, Inc.

(Exact name of registrant as specified in its charter)

Delaware		20-5480343
(State of incorporation or organization)		(I.R.S. employer identification No.)

53 West 23 rd Street

New York, New York 10010

(Address of principal executive offices including zip code)

Tremor Media, Inc. 2006 Stock Incentive Plan, as amended

ScanScout, Inc. 2006 Stock Plan, as amended

Tremor Media, Inc. 2008 Stock Plan, as amended

ScanScout, Inc. 2009 Equity Incentive Plan, as amended

Tremor Video, Inc. 2013 Equity Incentive Plan

(Full title of the plan)

William Day

President and Chief Executive Officer

Tremor Video, Inc.

53 West 23rd Street

New York, New York 10010

(646) 723-5300

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

Copies to:

Eric Jensen

Nicole Brookshire

Peyton Worley

Cooley LLP

1114 Avenue of the Americas

New York, New York 10036

Tel: (212) 479-6000

Adam Lichstein

Senior Vice President, Chief Operating Officer

and General Counsel

53 West 23rd Street

New York, New York 10010

Tel: (646) 723-5300

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o		Accelerated filer o
Non-accelerated filer x (Do not check if a smaller reporting company)		Smaller reporting company o

CALCULATION OF REGISTRATION FEE


Title of Securities to be Registered	Amount to be Registered (1)		Proposed Maximum Offering Price per Share			Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, par value $0.0001 per share
— Outstanding under the Tremor Media, Inc. 2006 Stock Incentive Plan, as amended (Options)	380,198	(2)	$	0.31	(8)	$	117,861.38	$	16.08
— Outstanding under the ScanScout, Inc. 2006 Stock Plan, as amended (Options)	498,210	(3)	$	1.17	(9)	$	582,905.70	$	79.51
— Outstanding under the Tremor Media, Inc. 2008 Stock Plan, as amended (Options)	5,517,675	(4)	$	4.35	(10)	$	24,001,886.25	$	3,273.86
— Outstanding under the ScanScout, Inc. 2009 Equity Incentive Plan, as amended (Options)	767,533	(5)	$	1.12	(11)	$	859,636.96	$	117.25
— Outstanding under the Tremor Video, Inc. 2013 Equity Incentive Plan (RSUs)	50,000	(6)	$	10.00	(12)	$	500,000.00	$	68.20
— Reserved for future issuance under the Tremor Video, Inc. 2013 Equity Incentive Plan	1,283,333	(7)	$	10.00	(13)	$	12,833,330.00	$	1,750.47
Total	8,496,949		N/A			$	38,895,620.29	$	5,305.36

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “ Securities Act ”), this Registration Statement shall also cover any additional shares of Registrant’s common stock (the “ Common Stock ”) that become issuable under the Registrant’s Tremor Media, Inc. 2006 Stock Incentive Plan, as amended (the “ Tremor 2006 Plan ”), ScanScout, Inc. 2006 Stock Plan, as amended (the “ ScanScout 2006 Plan ”), Tremor Media, Inc. 2008 Stock Plan, as amended (the “ Tremor 2008 Plan ”), ScanScout, Inc. 2009 Equity Incentive Plan, as amended (the “ ScanScout 2009 Plan ”), or Tremor Video, Inc. 2013 Equity Incentive Plan (the “ 2013 Plan ”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of the Common Stock.

(2) Represents shares of Common Stock reserved for issuance pursuant to outstanding stock option awards under the Tremor 2006 Plan.

(3) Represents shares of Common Stock reserved for issuance pursuant to outstanding stock option awards under the ScanScout 2006 Plan.

(4) Represents shares of Common Stock reserved for issuance pursuant to outstanding stock option awards under the Tremor 2008 Plan.

(5) Represents shares of Common Stock reserved for issuance pursuant to outstanding stock option awards under the ScanScout 2009 Plan.

(6) Represents shares of Common Stock reserved for issuance pursuant to outstanding restricted stock unit (RSU) awards under the 2013 Plan.

(7) Represents shares of Common Stock reserved for future issuance under the 2013 Plan. The 2013 Plan share reserve will automatically increase on January 1 of each year, for a period of ten years, beginning on January 1, 2014 and continuing through and including January 1, 2023, by the lesser of 4.00% of the total number of shares of Common Stock outstanding on the immediately preceding December 31, or a lesser number of shares determined by the Registrant’s Board of Directors.

(8) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) of the Securities Act on the basis of the weighted average exercise price of $0.31 per share (rounded up to the nearest cent).

(9) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) of the Securities Act on the basis of the weighted average exercise price of $1.17 per share (rounded up to the nearest cent).

(10) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) of the Securities Act on the basis of the weighted average exercise price of $4.35 per share (rounded up to the nearest cent).

(11) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) of the Securities Act on the basis of the weighted average exercise price of $1.12 per share (rounded up to the nearest cent).

(12) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) of the Securities Act and based upon the initial public offering price of $10.00 per share of the Common Stock as set forth in the Registrant’s Registration Statement on Form S-1 (File No. 333-188813) declared effective on June 26, 2013 (the “ Initial Public Offering Price ”).

(13) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) of the Securities Act and based upon the Initial Public Offering Price.

PART I

INFORMATION REQUIRED IN THE PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of this Registration Statement. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

PART II

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by Tremor Video, Inc. (the “ Registrant ”) with the U.S. Securities and Exchange Commission (the “ Commission ”) are incorporated by reference into this Registration Statement:

(a) The Registrant’s prospectus filed with the Commission on June 27, 2013 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-1, as amended (File No. 333-188813), which contains audited financial statements for the Registrant’s latest fiscal year for which such statements have been filed; and

(b) The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A filed on June 21, 2013 (File No. 001-35982) under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), including any amendment or report filed for the purpose of updating such description.

All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein 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 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers under certain circumstances and subject to certain limitations. The terms of Section 145 of the Delaware General Corporation Law are sufficiently broad to permit indemnification under certain circumstances for liabilities, including reimbursement of expenses incurred, arising under the Securities Act.

The Registrant’s amended and restated certificate of incorporation to be effective upon the closing of the Registrant’s initial public offering contains provisions that eliminate the liability of its directors for monetary damages to the fullest extent under applicable law.

The Registrant’s amended and restated bylaws to be effective upon the closing of the Registrant’s initial public offering provide that:

· the Registrant is required to indemnify its directors and executive officers to the extent not prohibited by law, subject to certain limited exceptions;

· the Registrant may indemnify its other officers, employees and agents to the extent not prohibited by law;

· the Registrant is required to advance expenses, as incurred, to its directors and executive officers in connection with a legal proceeding to the fullest extent permitted by law, subject to certain limited exceptions; and

· the rights conferred in the amended and restated bylaws are not exclusive.

In addition, the Registrant has entered, and intends to continue to enter, into indemnification agreements with each of its current directors and officers. These agreements provide for the indemnification of directors and officers for all expenses and liabilities incurred in connection with any action or proceeding brought against them by reason of the fact that they are or were agents of the Registrant.

The Registrant currently carries liability insurance for its directors and officers for securities matters.

The indemnification provisions in the Registrant’s amended and restated certificate of incorporation and amended and restated bylaws and the indemnification agreements entered into or to be entered into between the Registrant and each of its directors and officers is sufficiently broad to permit indemnification of the Registrant’s directors and executive officers for liabilities arising under the Securities Act.

See also the undertakings set out in response to Item 9 hereof.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

The following exhibits are filed herewith:

Exhibit Number		Description

4.1 (1)		Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect.

4.2 (2)		Form of Amended and Restated Certificate of Incorporation of the Registrant to be in effect upon closing of the Registrant’s initial public offering.

4.3 (3)		Amended and Restated Bylaws of the Registrant, as currently in effect.

4.4 (4)		Form of Amended and Restated Bylaws of the Registrant to be in effect upon closing of the

		Registrant’s initial public offering.

4.5 (5)		Specimen stock certificate evidencing shares of common stock.

5.1		Opinion of Cooley LLP.

23.1		Consent of Cooley LLP (included in Exhibit 5.1).

23.2		Consent of Ernst & Young LLP, independent registered public accounting firm.

24.1		Power of Attorney (included on the signature page of this Form S-8).

99.1 (6)		Tremor Media, Inc. 2006 Stock Incentive Plan, as amended.

99.2 (7)		ScanScout, Inc. 2006 Stock Plan, as amended.

99.3 (8)		Tremor Media, Inc. 2008 Stock Plan, as amended.

99.4 (9)		ScanScout, Inc. 2009 Equity Incentive Plan, as amended.

99.5 (10)		Tremor Video, Inc. 2013 Equity Incentive Plan.

(1) Filed as Exhibit 3.1 to Registrant’s Registration Statement on Form S-1/A (File No. 333-188813), filed with the Securities and Exchange Commission on June 14, 2013, and incorporated herein by reference.

(2) Filed as Exhibit 3.2 to Registrant’s Registration Statement on Form S-1/A (File No. 333-188813), filed with the Securities and Exchange Commission on June 14, 2013, and incorporated herein by reference.

(3) Filed as Exhibit 3.3 to Registrant’s Registration Statement on Form S-1/A (File No. 333-188813), filed with the Securities and Exchange Commission on June 14, 2013, and incorporated herein by reference.

(4) Filed as Exhibit 3.4 to Registrant’s Registration Statement on Form S-1/A (File No. 333-188813), filed with the Securities and Exchange Commission on June 14, 2013, and incorporated herein by reference.

(5) Filed as Exhibit 4.1 to Registrant’s Registration Statement on Form S-1/A (File No. 333-188813), filed with the Securities and Exchange Commission on June 14, 2013, and incorporated herein by reference.

(6) Filed as Exhibit 10.4 to Registrant’s Registration Statement on Form S-1 (File No. 333-188813), filed with the Securities and Exchange Commission on May 23, 2013, and incorporated herein by reference.

(7) Filed as Exhibit 10.8 to Registrant’s Registration Statement on Form S-1 (File No. 333-188813), filed with the Securities and Exchange Commission on May 23, 2013, and incorporated herein by reference.

(8) Filed as Exhibit 10.6 to Registrant’s Registration Statement on Form S-1 (File No. 333-188813), filed with the Securities and Exchange Commission on May 23, 2013, and incorporated herein by reference.

(9) Filed as Exhibit 10.10 to Registrant’s Registration Statement on Form S-1 (File No. 333-188813), filed with the Securities and Exchange Commission on May 23, 2013, and incorporated herein by reference.

(10) Filed as Exhibit 10.12 to Registrant’s Registration Statement on Form S-1/A (File No. 333-188813), filed with the Securities and Exchange Commission on June 14, 2013, and incorporated herein by reference.

ITEM 9. UNDERTAKINGS

1. The undersigned Registrant hereby undertakes:

(a) 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;

(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 a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(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 paragraphs (a)(i) and (a)(ii) do not apply if the 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 the registration statement.

(b) 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 herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) 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.

2. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 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 herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. 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, as amended, 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 New York, State of New York, on June 28, 2013.

	TREMOR VIDEO, INC.


	By:	/s/ William Day
		William Day
		President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below constitutes and appoints William Day, Todd Sloan and Adam Lichstein, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ William Day	President, Chief Executive Officer and Director (Principal Executive	June 28, 2013
William Day	Officer)

/s/ Todd Sloan	Senior Vice President, Chief Financial Officer and Treasurer (Principal	June 28, 2013
Todd Sloan	Accounting and Financial Officer)

/s/ Laura Desmond	Director	June 28, 2013
Laura Desmond

/s/ Randall Glein	Director	June 28, 2013
Randall Glein

/s/ Rachel Lam	Director	June 28, 2013
Rachel Lam

/s/ Warren Lee	Director	June 28, 2013
Warren Lee

/s/ James Rossman	Director	June 28, 2013
James Rossman

/s/ Robert Schechter	Director	June 28, 2013
Robert Schechter

EXHIBIT INDEX

Exhibit Number		Description

4.1 (1)		Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect.

4.2 (2)		Form of Amended and Restated Certificate of Incorporation of the Registrant to be in effect upon closing of the Registrant’s initial public offering.

4.3 (3)		Amended and Restated Bylaws of the Registrant, as currently in effect.

4.4 (4)		Form of Amended and Restated Bylaws of the Registrant to be in effect upon closing of the Registrant’s initial public offering.

4.5 (5)		Specimen stock certificate evidencing shares of common stock.

5.1		Opinion of Cooley LLP.

23.1		Consent of Cooley LLP (included in Exhibit 5.1).

23.2		Consent of Ernst & Young LLP, independent registered public accounting firm.

24.1		Power of Attorney (included on the signature page of this Form S-8).

99.1 (6)		Tremor Media, Inc. 2006 Stock Incentive Plan, as amended.

99.2 (7)		ScanScout, Inc. 2006 Stock Plan, as amended.

99.3 (8)		Tremor Media, Inc. 2008 Stock Plan, as amended.

99.4 (9)		ScanScout, Inc. 2009 Equity Incentive Plan, as amended.

99.5 (10)		Tremor Video, Inc. 2013 Equity Incentive Plan.

Exhibit 5.1

Nicole C. Brookshire

T: +1 617 937 2357

nbrookshire@cooley.com

June 28, 2013

Tremor Video, Inc.

53 W. 23 rd St.

New York, New York 10010

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection with the filing by Tremor Video, Inc., a Delaware corporation (the “ Company ”), of a Registration Statement on Form S-8 (the “ Registration Statement ”) with the Securities and Exchange Commission covering the offering of up to an aggregate of 8,496,949 shares of the Company’s Common Stock, par value $0.0001 per share, including (a) 380,198 shares of Common Stock (the “ 2006 Plan Shares ”) pursuant to the Tremor Media, Inc. 2006 Stock Incentive Plan (“ 2006 Plan ”), (b) 498,210 shares of Common Stock (the “ 2006 ScanScout Plan Shares ”) pursuant to the ScanScout, Inc. 2006 Stock Plan (“ 2006 ScanScout Plan ”), (c) 5,517,675 shares of Common Stock (the “ 2008 Plan Shares ”) pursuant to the Tremor Media, Inc. 2008 Stock Plan (“ 2008 Plan ”), (d) 767,533 shares of Common Stock (the “ 2009 ScanScout Plan Shares ”) pursuant to the ScanScout, Inc. 2009 Equity Incentive Plan (“ 2009 ScanScout Plan ”), and (e) 1,333,333 shares of Common Stock (the “ 2013 Plan Shares ”) pursuant to the Company’s 2013 Equity Incentive Plan (the “ 2013 Plan ”, and together with the 2006 Plan, the 2006 ScanScout Plan, the 2008 Plan and the 2009 ScanScout Plan, the “ Plans ”).

In connection with this opinion, we have examined and relied upon our review of (a) the Registration Statement and related prospectuses, (b) the Plans, (c) the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, and (d) such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.

As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought independently to verify such matters. Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the 2006 Plan Shares, the 2006 ScanScout Plan Shares, the 2008 Plan Shares, the 2009 ScanScout Plan Shares and the 2013 Plan Shares, when sold and issued in accordance with the 2006 Plan, the 2006 ScanScout Plan, the 2008 Plan, the 2009 ScanScout Plan and the 2013 Plan, respectively, and the Registration Statement and related prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

500 BOYLSTON STREET, BOSTON, MA 02116-3736 T: (617) 937-2300 F: (617) 937-2400 WWW.COOLEY.COM

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Sincerely,

Cooley LLP

By:	/s/ Nicole Brookshire
	Nicole Brookshire, Partner

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Tremor Media, Inc. 2006 Stock Incentive Plan, as amended, ScanScout, Inc. 2006 Stock Plan, as amended, Tremor Video, Inc. 2008 Stock Plan, as amended, ScanScout, Inc. 2009 Equity Incentive Plan, as amended, and Tremor Video, Inc. 2013 Equity Incentive Plan, of our report dated April 3, 2013, except for Note 17, as to which the date is June 13, 2013, with respect to the consolidated financial statements of Tremor Video, Inc. included in its Prospectus filed with the Securities and Exchange Commission on June 27, 2013 relating to Tremor Video, Inc.’s Registration Statement, as amended (Form S-1 No. 333-188813).

/s/ Ernst & Young LLP

New York, NY

June 25, 2013