Amended Statement of Beneficial Ownership (sc 13d/a)
August 12 2019 - 5:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 3)
1
SeaChange International, Inc.
(Name
of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
811699107
(CUSIP Number)
KAREN SINGER
212 Vaccaro Drive
Cresskill, New Jersey 07626
(212) 845-7977
ANDREW FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
August 8, 2019
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ☒.
Note:
Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however,
see
the
Notes
).
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1
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NAME OF REPORTING PERSON
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KAREN SINGER
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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6,067,616
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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6,067,616
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,067,616
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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16.6%
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14
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TYPE OF REPORTING PERSON
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IN
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1
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NAME OF REPORTING PERSON
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TAR HOLDINGS LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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NEW JERSEY
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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6,067,616
1
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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6,067,616
2
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,067,616
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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16.6%
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14
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TYPE OF REPORTING PERSON
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OO
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1
Ms. Singer has sole voting power with respect to all the shares held by TAR Holdings LLC.
2
Ms. Singer has sole
dispositive power with respect to all shares held by TAR Holdings LLC.
The following constitutes
Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule
13D as specifically set forth herein.
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Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended
to add the following:
On August 8, 2019,
the Issuer entered into an amendment (the “NOL Plan Amendment”) to the Tax Benefits Preservation Plan, dated as of
March 4, 2019, by and between the Issuer and Computershare Inc., as Rights Agent. Pursuant to the amendment, the Reporting
Persons and their respective affiliates and associates (including CCUR Holdings, Inc. and its affiliates and associates) will not
be deemed an “Acquiring Person” unless the aggregate beneficial ownership of Issuer securities by such persons exceeds
25.0%. The foregoing description of the NOL Plan Amendment is qualified in its entirety by reference to the complete text of the
NOL Plan Amendment, which is attached as Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on August 8, 2019, and is incorporated herein by reference.
Concurrent with the
execution of the NOL Plan Amendment, the Issuer entered into an amendment (the “Cooperation Agreement Amendment”) to
the Cooperation Agreement, dated as of February 28, 2019, by and among the Issuer and the Reporting Persons. The Cooperation Agreement
Amendment makes a corresponding amendment to that in the NOL Plan Amendment, such that the Reporting Persons and their respective
affiliates and associates (including CCUR Holdings, Inc. and its affiliates and associates) may beneficially own up to 25.0% of
the Issuer’s securities. The foregoing description of the Cooperation Agreement Amendment is qualified in its entirety by
reference to the complete text of the Cooperation Agreement Amendment, which is attached as Exhibit 99.1 hereto and is incorporated
herein by reference.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
.
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Item 6 is hereby amended
to add the following:
On August 8, 2019,
the Reporting Persons and the Issuer entered into the Cooperation Agreement Amendment, as defined and described in Item 4 above
and attached as Exhibit 99.1 hereto.
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Item 7.
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Material to be Filed as Exhibits
.
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Item 7 is hereby amended
to add the following exhibits:
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99.1
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Cooperation Agreement Amendment, dated August 8, 2019.
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99.2
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NOL Plan Amendment, dated August 8, 2019 (incorporated by reference to Exhibit 4.1 of the Issuer’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on August 8, 2019).
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SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: August 12, 2019
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TAR Holdings LLC
|
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By:
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/s/ Karen Singer
|
|
|
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Name:
|
Karen Singer
|
|
|
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Title:
|
Managing Member
|
|
|
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|
|
/s/ Karen Singer
|
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|
Karen Singer
|
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