seachange_8k.htm
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C.
20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13
OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date
of earliest event reported): June 3, 2010
|
SEACHANGE
INTERNATIONAL, INC.
|
|
(Exact Name of
Registrant as Specified in its Charter)
|
|
DELAWARE
|
0-21393
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04-3197974
|
(State or Other
Jurisdiction of
Incorporation or Organization) |
(Commission
File
Number) |
(I.R.S.
Employer
Identification No.) |
|
50 Nagog Park, Acton,
MA
|
01720
|
| (Address of
Principal Executive Offices) |
(Zip Code)
|
Registrant’s telephone number including area code: (978) 897-0100
|
No change since
last report
|
| (Former Name or
Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive
Agreement
SeaChange
International, Inc. (“SeaChange”) has entered into a Settlement Agreement, dated
as of June 3, 2010 (the “Settlement Agreement”), with Ramius Value and
Opportunity Master Fund Ltd and the other persons set forth on the signature
pages thereto (collectively, the “Ramius Group”), pursuant to which SeaChange
has agreed to expand its Board of Directors to eight members, appoint Edward
Terino to the Board as a Class II Director and Raghu Rau to the Board as a Class
III Director. SeaChange has also agreed to appoint one of these two persons to
each of the standing committees of the Board.
In addition,
pursuant to the Settlement Agreement:
-
The
Ramius Group withdrew their previously submitted letter dated January 26, 2010
giving notice to SeaChange of the intent to nominate two candidates for
election at the 2010 annual meeting.
-
SeaChange agreed (1) to recommend, support and solicit proxies for the
election of Mr. Terino at the 2010 annual meeting in the same manner as it
would for the incumbent directors (collectively, the “2010 Nominees”); (2) to
cause replacement director(s) designated by the Ramius Group to be appointed
to the Board in the event Mr. Terino is unable or refuses to serve or stand
for election at the 2010 annual meeting or resigns or is removed as a director
prior to the 2013 annual meeting or if Mr. Rau is unable or refuses to serve
or stand for election or resigns or is removed as a director prior to the 2011
annual meeting; (3) to present for consideration at the 2010 annual meeting
only matters related to the election of the 2010 Nominees, the ratification of
SeaChange’s independent public accounting firm, and any proposals submitted by
stockholders pursuant to Rule 14a-8 for inclusion in SeaChange’s proxy
materials; and (4) to maintain the size of the Board at eight members until
conclusion of the 2011 annual meeting.
-
The
Ramius Group agreed (1) to vote all shares of Common Stock beneficially owned
by them and their affiliates in favor of the 2010 Nominees and the
ratification of SeaChange’s independent public accounting firm; (2) not to
nominate any person for election at the 2010 annual meeting or submit any
proposal for consideration or bring any other business before the 2010 annual
meeting, and (3) not to make any statements or engage in any activities in
opposition to the 2010 Nominees.
-
Upon the
Ramius Group ceasing, at any time prior to the 2011 annual meeting, to hold at
least 3% of SeaChange’s then-outstanding Common Stock, Mr. Rau is required to
resign from the Board and the Ramius Group ceases to have director election
rights under the Settlement Agreement with respect to the seat previously held
by Mr. Rau.
The full
text of the Settlement Agreement is included as Exhibit 10.1 and is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The
following Exhibits are furnished as part of this report:
| Exhibit No. |
|
Description |
| 10.1 |
|
Settlement Agreement, dated as of June
3, 2010, by and among SeaChange International, Inc., Ramius Value and
Opportunity Master Fund Ltd. and the other parties set forth on the
signature pages thereto |
| |
|
|
| 10.2 |
|
Press release, dated as of June 3, 2010,
issued by SeaChange International,
Inc. |
SIGNATURE
Pursuant to
the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
|
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SEACHANGE INTERNATIONAL,
INC. |
|
| |
|
|
|
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By: |
/s/ Kevin Bisson |
|
|
|
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Kevin Bisson |
|
|
|
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Chief Financial Officer,
Treasurer, |
|
| |
|
Secretary, and Senior
Vice |
|
| |
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President, Finance and
Administration |
|
Dated: June 3, 2010
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 10.1 |
|
Settlement Agreement, dated as of June
3, 2010, by and among SeaChange International, Inc., Ramius Value and
Opportunity Master Fund Ltd. and the other parties set forth on the
signature pages thereto |
| |
|
|
| 10.2 |
|
Press release, dated as of June 3, 2010,
issued by SeaChange International,
Inc. |