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Delaware
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85-4334195
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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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Large accelerated filer
☒
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Accelerated filer
☐
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Non-accelerated filer
☐
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Smaller reporting company
☐
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Emerging growth company
☐
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| | | | | 12 | | |
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SEC registration fee
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| | | $ | 0(1) | | |
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Legal fees and expenses
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| | | $ | 50,000 | | |
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Accounting fees and expenses
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| | | $ | 50,000 | | |
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Financial printing and miscellaneous expenses
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| | | $ | 50,000 | | |
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Total
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| | | $ | 150,000 | | |
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Exhibit No.
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Description of Document
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| 2.1# | | | Separation Agreement by and between IAC/InterActiveCorp and Vimeo, Inc., dated as of May 24, 2021 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed with the SEC on May 27, 2021)* | |
| 2.2# | | | Amended and Restated Agreement and Plan of Merger, dated as of March 12, 2021 by and among Vimeo, Inc., Stream Merger Sub, Inc. and Vimeo.com, Inc. (incorporated by reference to Annex G of the Spin-off S-4, filed with the SEC on March 12, 2021)* | |
| 5.1 | | | | |
| 23.1 | | | | |
| 23.2 | | | | |
| 24.1# | | | | |
| 24.2# | | | | |
| 24.3# | | | | |
| 99.1# | | | | |
| 101.INS# | | | XBRL Instance Document | |
| 101.SCH# | | | XBRL Taxonomy Extension Schema Document | |
| 101.CAL# | | | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF# | | | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB# | | | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE# | | | XBRL Taxonomy Extension Presentation Linkbase Document | |
| 107 | | | |
| | | | VIMEO, INC. | | |||
| | | | By: | | |
/s/ Jessica Tracy
Name: Jessica Tracy
Title:
General Counsel and Secretary
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Signature
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Title
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/s/ Adam Gross
Adam Gross
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Interim Chief Executive Officer & Director
(Principal Executive Officer) |
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/s/ Gillian Munson
Gillian Munson
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Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) |
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*
Glenn Schiffman
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| | Chairman of the Board of Directors | |
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*
Alesia J. Haas
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| | Director | |
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*
Jay Herratti
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| | Director | |
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*
Ida Kane
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| | Director | |
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*
Mo Koyfman
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| | Director | |
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*
Alexander von Furstenberg
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| | Director | |
Exhibit 5.1
February 22, 2024
Vimeo, Inc.
330 West 34th Street, 5th Floor
New York, NY 10001
Re: Post-Effective Amendment No. 4 to Form S-1 on Form S-3
Ladies and Gentlemen:
This opinion is furnished in connection with the filing with the Securities and Exchange Commission (the “SEC”) of a Post-Effective Amendment No. 4 to Form S-1 on Form S-3 (Registration No. 333-256513) (as amended, the “Registration Statement”) by Vimeo, Inc. (the “Company”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 1,263,132 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”), that may be acquired upon the exercise of options (“Company Options”) or stock appreciation rights (“Company SARs”) to acquire shares of Common Stock held by (1) former employees of IAC/InterActiveCorp (“IAC”) and its subsidiaries (excluding the Company and its subsidiaries), (2) current employees of IAC’s subsidiaries, (3) former employees of the Company and its subsidiaries and (4) current and former employees of Match Group, Inc., who, in each case, are not employees of the Company or a subsidiary of the Company, and any such individual’s donees, pledgees, permitted transferees, assignees, successors and others who come to hold any such equity award. The Company Options are outstanding under the Vimeo, Inc. 2021 Stock and Annual Incentive Plan and were converted from options to purchase shares of common stock of IAC (“IAC Options”) in connection with the separation of the Company from IAC. The IAC Options were granted under the IAC/InterActiveCorp 2018 Stock and Annual Incentive Plan, the IAC/InterActiveCorp 2013 Stock and Annual Incentive Plan, the IAC/InterActiveCorp 2008 Stock and Annual Incentive Plan and the IAC/InterActiveCorp 2005 Stock and Annual Incentive Plan. The Company SARs are outstanding under the Vimeo, Inc. 2021 Stock and Annual Incentive Plan and were converted from stock appreciation rights covering shares of common stock of Vimeo.com, Inc. in connection with the separation of the Company from IAC. The Company SARs were granted under the Vimeo, LLC 2012 Incentive Plan, the Vimeo.com, Inc. (f/k/a Vimeo, Inc.) 2017 Incentive Plan and the Vimeo.com, Inc. (f/k/a Vimeo, Inc.) 2019 Incentive Plan (including the Israel Appendix). The Vimeo, Inc. 2021 Stock and Annual Incentive Plan, IAC/InterActiveCorp 2018 Stock and Annual Incentive Plan, IAC/InterActiveCorp 2013 Stock and Annual Incentive Plan, IAC/InterActiveCorp 2008 Stock and Annual Incentive Plan, the IAC/InterActiveCorp 2005 Stock and Annual Incentive Plan, Vimeo, LLC 2012 Incentive Plan, Vimeo.com, Inc. (f/k/a Vimeo, Inc.) 2017 Incentive Plan and the Vimeo.com, Inc. (f/k/a Vimeo, Inc.) 2019 Incentive Plan (including the Israel Appendix) together are the “Plans”.
I have acted as counsel to the Company in connection with certain matters relating to the Plans and the registration of the Shares. I have reviewed such corporate proceedings relating thereto and have examined such records, certificates and other documents and considered such questions of law as I have deemed necessary in giving this opinion, including:
(i) the Company’s Amended and Restated certificate of incorporation, as of May 25, 2021 (the “Certificate of Incorporation”);
(ii) the Company’s Amended and Restated by-laws, as of May 25, 2021 (the “By-laws”);
(iii) copies of the Plans; and
(iv) the Registration Statement.
In examining the foregoing documents, I have assumed all signatures are genuine, that all documents purporting to be originals are authentic, that all copies of documents conform to the originals, that the representations and statements included therein are accurate and that there will be no changes in applicable law between the date of this opinion and the dates on which the Shares are issued or delivered pursuant to the Registration Statement.
I have relied as to certain matters on information obtained from public officials, officers of the Company and other sources I believe to be responsible.
Based on the foregoing, it is my opinion that when the Registration Statement has been declared effective by the SEC and the Shares have been issued, delivered and paid for in the manner contemplated by and upon the terms and conditions set forth in the Registration Statement and in accordance with the provisions of the Plans, the Shares will be validly issued, fully paid and non-assessable.
The Company is a Delaware corporation, and while I am not engaged in the practice of law in the State of Delaware, I am generally familiar with the Delaware General Corporation Law as presently in effect and have made such inquiries as I considered necessary to render this opinion. I am a member of the Bar of the State of New York and express no opinion as to the laws of any jurisdiction other than the federal laws of the United States, the laws of the State of New York and the Delaware General Corporation Law.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the aforementioned Registration Statement and to the reference to my name under the heading “Legal Matters” in the Registration Statement and any amendments thereto. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours, | |
/s/ Jessica Tracy | |
Jessica Tracy | |
General Counsel & Secretary |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-3 No. 333-256513) and related Prospectus of Vimeo, Inc. for the registration of its common stock and to the incorporation by reference therein of our reports dated February 21, 2024, with respect to the consolidated financial statements of Vimeo, Inc., and the effectiveness of internal control over financial reporting of Vimeo, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
February 22, 2024
EX-FILING FEES
Calculation of Filing Fee Tables
Post-Effective Amendment to Form S-1 on Form S-3
(Form Type)
Vimeo, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type | Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate | Amount of Registration Fee |
||||||||||||||||||||||
Fees to Be Paid | |||||||||||||||||||||||||||||
Fees Previously Paid | Equity | Shares of common stock, par value $0.01 per share |
457(c) and 457(f) | (1) | 1,263,132 | (1)(2) | $ | 55,622,017.62 | (3) | 0.0001091 | $ | 6,068.37 | |||||||||||||||||
Total Offering Amounts | $ | 55,622,017.62 | $ | 6,068.37 | |||||||||||||||||||||||||
Total Fees Previously Paid | $ | 6,068.37 | |||||||||||||||||||||||||||
Total Fee Offsets | - | ||||||||||||||||||||||||||||
Net Fee Due | $ | 0.00 |
(1) | Pursuant to Rule 416, the securities being registered hereunder include such indeterminate number of additional shares of common stock, par value $0.01 per share, of Vimeo, Inc. (“Vimeo” and such shares of common stock, “Vimeo Common Stock”) that may become issuable due to anti-dilution adjustments for changes resulting from stock splits, stock dividends, recapitalizations or similar transactions and certain other events as provided for in the terms thereof. |
(2) | This registration statement covers shares of Vimeo Common Stock that may be acquired upon exercise of options (“Vimeo Options”) or stock appreciation rights (“Vimeo SARs”) to acquire shares of Vimeo Common Stock held by (1) former employees of IAC/InterActiveCorp (“IAC”) and its subsidiaries (excluding Vimeo and its subsidiaries), (2) current employees of IAC’s subsidiaries, (3) former employees of Vimeo and its subsidiaries and (4) current and former employees of Match Group, Inc., who, in each case, are not current employees of Vimeo or a subsidiary of Vimeo, and any such individuals’ donees, pledgees, permitted transferees, assignees, successors and others who come to hold any such equity award. The Vimeo Options are outstanding under the Vimeo, Inc. 2021 Stock and Annual Incentive Plan and were converted from options to purchase shares of common stock of IAC (“IAC Options”) in connection with the separation of Vimeo from IAC. The IAC Options were granted under the IAC/InterActiveCorp 2018 Stock and Annual Incentive Plan, the IAC/InterActiveCorp 2013 Stock and Annual Incentive Plan, the IAC/InterActiveCorp 2008 Stock and Annual Incentive Plan and the IAC/InterActiveCorp 2005 Stock and Annual Incentive Plan. The Vimeo SARs are outstanding under the Vimeo, Inc. 2021 Stock and Annual Incentive Plan and were converted from stock appreciation rights covering shares of common stock of Vimeo.com, Inc. in connection with the separation of Vimeo from IAC. The Vimeo SARs were granted under (a) the Vimeo, LLC 2012 Incentive Plan, (b) the Vimeo.com, Inc. (f/k/a Vimeo, Inc.) 2017 Incentive Plan, and (c) the Vimeo.com, Inc. (f/k/a Vimeo, Inc.) 2019 Incentive Plan (including the Israel Appendix). |
(3) | Such value equals the product of (a) 1,263,132 (the maximum number of shares of Vimeo common stock calculated pursuant to Note 1 above), multiplied by (b) $44.04, the average of the high and low prices of the Vimeo Common Stock as reported on The Nasdaq Global Select Market on May 25, 2021. |
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