Current Report Filing (8-k)
June 28 2019 - 4:35PM
Edgar (US Regulatory)
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 28, 2019
SEACHANGE INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
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DELAWARE
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001-38828
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04-3197974
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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50 Nagog Park, Acton, MA
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01720
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number including area code: (978)
897-0100
No change since last report
(Former Name or Address, if Changed Since Last Report)
Securities registered pursuant
to Section 12(b) of the Act:
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Title of each class
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Trading
Symbols(s)
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Name of each exchange
on which registered
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Common
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SEAC
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The Nasdaq Global Select Market
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Series A Participating Preferred Stock Purchase Rights
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SEAC
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The Nasdaq Global Select Market
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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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☒
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17
CFR §230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
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 13(a) of the Exchange
Act. ☐
Item 1.01.
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Entry into a Material Agreement.
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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.
Item 3.03.
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Material Modification to Rights of Security Holders.
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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.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
Important Additional Information and Where to Find It
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 Companys 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 Companys 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 SECs website (http://www.sec.gov), at the Companys website (http://www.seachange.com) or by contacting the Company
at 50 Nagog Park, Acton, MA 01720, Attention: Chief Financial Officer.
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 hereunto duly authorized.
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SEACHANGE INTERNATIONAL, INC.
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By:
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/s/ Mark Bonney
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Mark Bonney
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Executive Chair
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Dated: June 28, 2019
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