S-8 1 tm2320286d1_s8.htm FORM S-8

 

As filed with the Securities and Exchange Commission on June 30, 2023

 

Registration No. 333-

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

 

VIMEO, INC.
(Exact name of registrant as specified in its charter)

 

 

 

Delaware 85-4334195
(State or other jurisdiction of
incorporation or organization)		 (I.R.S. Employer
Identification No.)

 

330 West 34th Street, 5th Floor
New York, New York 10001
(Address of principal executive offices, including zip code)

 

2021 Stock and Annual Incentive Plan, as amended and restated
(Full title of the plan)

 

Anjali Sud
Chief Executive Officer
Vimeo, Inc.
330 West 34th Street, 5th Floor
New York, New York 10001
(212) 524-8791
(Name and address of agent for service) (Telephone number, including area code, of agent for service)

 

Copies to:

 

Brandon Van Dyke

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, New York 10001

(212) 735-3743

Jessica Tracy

SVP, Interim General Counsel

Vimeo, Inc.

330 West 34th Street, 5th Floor

New York, New York 10001

(212) 524-8791

 

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 x Accelerated filer ¨
Non-accelerated filer ¨ Smaller reporting company ¨
  Emerging growth company ¨

 

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. ¨

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Registration Statement is being filed by Vimeo, Inc. (the “Registrant”) to register an additional 10,000,000 shares of its common stock, $0.01 par value per share (the “Common Stock”), authorized for issuance under the 2021 Stock and Annual Incentive Plan (as amended and restated, the “2021 Plan”). On April 25, 2023, the Registrant filed with the Securities and Exchange Commission (the “Commission”) a definitive proxy statement that included a proposal to increase the aggregate number of shares of common stock reserved for delivery with respect to newly issued awards under the 2021 Plan by 10,000,000. The proposal to increase the number of shares of common stock reserved for delivery under the 2021 Plan was approved by the Registrant’s stockholders on June 6, 2023. In accordance with General Instruction E of Form S-8, the Registrant hereby incorporates by reference into this Registration Statement the contents of the prior registration statement on Form S-8 relating to the 2021 Plan, filed with the Commission on: May 26, 2021 (Commission File No. 333-256512).

 

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The following documents filed by the Registrant with the SEC are hereby incorporated by reference into this Registration Statement:

 

a)the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Commission on February 27, 2023;

 

b)the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023, filed with the Commission on May 4, 2023;

 

c)the Registrant’s Current Reports on Form 8-K filed with the Commission on January 4, 2023, March 23, 2023 and June 8, 2023; and

 

d)the Description of the Registrant’s Securities filed as Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Commission on March 1, 2022.

 

In addition, all documents subsequently filed by the Registrant with the Commission 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 which indicate that all securities offered hereby have been sold or which deregister all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Notwithstanding the foregoing, unless specifically stated to the contrary, none of the information that the Registrant discloses under Items 2.02 or 7.01 of any Current Report on Form 8-K that it may from time to time furnish to the Commission will be incorporated by reference into, or otherwise included in, this Registration Statement.

 

Any statement, including financial statements, 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 therein or in any other subsequently filed document which also is or 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 8. Exhibits.

 

Exhibit 
Number		   Description of Exhibit   Location
         
4.1   Amended and Restated Certificate of Incorporation of the Registrant.   Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on May 27, 2021
         
4.2   Amended and Restated By-laws of the Registrant.   Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed on May 27, 2021
         
4.3   2021 Stock and Annual Incentive Plan, as amended and restated.   Filed herewith
         
5.1   Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.   Filed herewith
         
23.1   Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.   Filed herewith
         
23.2   Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).   Filed herewith
         
24.1   Power of Attorney (included on the signature page of this Registration Statement).   Filed herewith
         
107.1   Filing Fee Table.   Filed herewith

 

 

 

 

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 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 Manchester, State of Vermont, on June 30, 2023.

 

  VIMEO, INC.
   
  By: /s/ Gillian Munson
    Name: Gillian Munson
    Title: Chief Financial Officer

 

 

 

 

POWER OF ATTORNEY

 

Each person whose signature appears below constitutes and appoints Gillian Munson and Jessica Tracy, and each of them, with full power to act without the other, as such person’s true and lawful attorneys-in-fact and agents, 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 this Registration Statement, and any and all amendments thereto (including post-effective amendments), and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the SEC, 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 necessary or desirable to be done in and about the premises, 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 or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

 

IN WITNESS WHEREOF and pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature   Title   Date
         
/s/ Anjali Sud   Chief Executive Officer and Director   June 30, 2023
Anjali Sud   (Principal Executive Officer)    
         
/s/ Gillian Munson   Chief Financial Officer   June 30, 2023
Gillian Munson   (Principal Financial and Principal Accounting Officer)    
         
/s/ Adam Gross   Director   June 30, 2023
Adam Gross        
         
/s/ Alesia J. Haas   Director   June 30, 2023
Alesia J. Haas        
         
/s/ Jay Herratti   Director   June 30, 2023
Jay Herratti        
         
/s/ Ida Kane   Director   June 30, 2023
Ida Kane        
         
/s/ Mo Koyfman   Director   June 30, 2023
Mo Koyfman        
         
/s/ Shelton “Spike” Lee   Director   June 30, 2023
Shelton “Spike” Lee        
         
/s/ Nabil Mallick   Director   June 30, 2023
Nabil Mallick        
         
/s/ Glenn Schiffman   Chairman of the Board   June 30, 2023
Glenn Schiffman        
         
/s/ Alexander von Furstenberg   Director   June 30, 2023
Alexander von Furstenberg