Entry into a Material Agreement.
On June 28, 2019, SeaChange International, Inc. (the
“Company”) entered into an amendment (the “Amendment”) to the Tax
Benefits Preservation Plan, dated as of March 4, 2019 (the
“Rights Agreement”), by and between the Company and Computershare
Inc., as Rights Agent (the “Rights Agent”).
Pursuant to the Amendment, the definition of Final Expiration Date
was amended so that in no event would it be later than the close of
business on March 4, 2022.
The foregoing description of the Amendment is qualified in its
entirety by reference to the complete text of the Amendment. A copy
of the Amendment is attached as Exhibit 4.1 to this Current Report
on Form 8-K and is
incorporated herein by reference.
Material Modification to Rights of Security
The information set forth under Item 1.01 above of this Current
Report on Form 8-K is
incorporated into this Item 3.03 by reference.
Financial Statements and Exhibits.
Important Additional Information and Where to Find
The 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 2019 annual
meeting of stockholders (“2019 Annual Meeting”). On May 24,
2019, the Company filed 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 on
July 11, 2019 (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 one percent (1%) of the Company’s
outstanding Common Shares, and their direct or indirect interests,
by security holdings or otherwise, is set forth in the 2019 Proxy
Statement and other materials to be filed with the SEC in
connection with the 2019 Annual Meeting. 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 2019 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 (including the WHITE proxy card), any
amendments or supplements thereto and any other documents 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: Chief