SeaChange Announces Leadership Changes
February 26 2019 - 3:00AM
Edward Terino Resigns as CEO
Video delivery platform leader SeaChange International (NASDAQ:
SEAC) today announced that Edward Terino notified the Company’s
Board of Directors that he has resigned as the Company’s Chief
Executive Officer and as a Director, effective February 24, 2019.
Mr. Terino’s resignation follows the Company’s ongoing discussions
with certain of the Company’s shareholders with respect to Board
composition.
The SeaChange Board has created an interim Office of the CEO,
which will provide ongoing leadership and oversight of the
day-to-day operations of the Company. The Office of the CEO
includes Yossi Aloni, Chief Commercial Officer; Peter Faubert,
Chief Financial Officer; Marek Kielczewski, Chief Technology
Officer; and David McEvoy, General Counsel.
“The SeaChange Board of Directors has always and consistently
acted in the best interest of the Company and all of its
shareholders and remains focused on creating long-term shareholder
value,” said William Markey, Chairman of the SeaChange Board of
Directors. “We are fortunate to have a talented and experienced
group of senior leaders at SeaChange who can step into the Office
of the CEO. We are confident that Yossi, Peter, Marek and David
will collectively continue moving the Company forward to achieve
our overall goals and strategies.”
The Board strongly rejects the assertions and characterizations
made in Mr. Terino’s letter of resignation. The Board believes its
actions have always been and are consistently in the best interest
of the Company and all shareholders, including its engagement with
existing shareholders and a potential customary cooperation
agreement with the Company’s largest shareholder.
About SeaChange InternationalFor 25 years,
SeaChange (Nasdaq: SEAC) has pioneered innovative solutions to help
video providers around the world manage and monetize their content.
As the video industry rapidly evolves to meet the “anytime,
anywhere” demands of today’s viewers, SeaChange’s comprehensive
content, business, viewer experience and advertising management
solutions provide a mature, network-agnostic, cloud-enabled
platform of scalable core capabilities that video service
providers, broadcasters, content owners and brand advertisers need
to create the personalized, indivisual™ experiences that drive
viewer engagement and monetization. For more information, please
visit www.seachange.com.
Safe Harbor ProvisionAny statements contained
in this press release that do not describe historical facts,
including future operations, future communications with
stockholders and any potential cooperation agreement, are neither
promises nor guarantees and may constitute “forward-looking
statements” as that term is defined in the U.S. Private Securities
Litigation Reform Act of 1995. Such forward-looking statements may
include words such as “may,” “might,” “will,” “should,” “expects,”
“plans,” “anticipates,” “believes,” “estimates,” “predicts,”
“potential” or “continue,” the negative of these terms and other
comparable terminology. Any such forward-looking statements
contained herein are based on current assumptions, estimates and
expectations, but are subject to a number of known and unknown
risks and significant business, economic and competitive
uncertainties that may cause actual results to differ materially
from expectations. Numerous factors could cause actual future
results to differ materially from current expectations expressed or
implied by such forward-looking statements, including the risks and
other risk factors detailed in various publicly available documents
filed by the Company from time to time with the Securities and
Exchange Commission (SEC), which are available at www.sec.gov,
including but not limited to, such information appearing under the
caption “Risk Factors” in the Company’s Annual Report on
Form 10-K filed with the SEC on April 16, 2018. Any
forward-looking statements should be considered in light of those
risk factors. The Company cautions readers not to rely on any such
forward-looking statements, which speak only as of the date they
are made. The Company disclaims any intent or obligation to
publicly update or revise any such forward-looking statements to
reflect any change in Company expectations or future events,
conditions or circumstances on which any such forward-looking
statements may be based, or that may affect the likelihood that
actual results may differ from those set forth in such
forward-looking statements.
Important Additional Information and Where to Find
ItThe Company, its directors and certain of its executive
officers and employees may be deemed to be participants in the
solicitation of proxies from stockholders in connection with the
Company’s 2019 annual meeting of stockholders (the “2019 Annual
Meeting”). The Company plans to file a proxy statement with the
U.S. Securities and Exchange Commission (the “SEC”) in connection
with the solicitation of proxies for the 2019 Annual Meeting (the
“2019 Proxy Statement”), together with a WHITE proxy card.
STOCKHOLDERS ARE URGED TO READ THE 2019 PROXY STATEMENT (INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT
DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Additional information regarding the
identity of these potential participants, none of whom owns in
excess of 1 percent of the Company’s outstanding shares of common
stock, and their direct or indirect interests, by security holdings
or otherwise, will be set forth in the 2019 Proxy Statement and
other materials to be filed with the SEC in connection with the
2019 Annual Meeting. Information relating to the foregoing can also
be found in the Company’s definitive proxy statement for its 2018
annual meeting of stockholders (the “2018 Proxy Statement”), filed
with the SEC on May 25, 2018. To the extent holdings of the
Company’s securities by such potential participants (or the
identity of such participants) have changed since the information
printed in the 2018 Proxy Statement, such information has been or
will be reflected on Statements of Change in Ownership on Forms 3
and 4 filed with the SEC.
Stockholders will be able to obtain, free of charge, copies of
the 2019 Proxy Statement, any amendments or supplements thereto and
any other documents (including the WHITE proxy card) when filed by
the Company with the SEC in connection with the 2019 Annual Meeting
at the SEC’s website (http://www.sec.gov), at the Company’s website
(http://www.seachange.com) or by contacting the Company at 50 Nagog
Park, Acton, MA 01720, Attention: General Counsel.
Contact
Mary T. ConwayConway
Communications781-772-1679mary.conway@schange.com
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