Current Report Filing (8-k)
August 08 2019 - 4:31PM
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): August 8, 2019
SEACHANGE INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
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DELAWARE
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0-21393
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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)
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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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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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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NOL Plan Amendment
On August 8, 2019, SeaChange
International, Inc. (the Company) entered into an amendment (the NOL Plan 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, Karen Singer, TAR Holdings LLC 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 Company 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. A copy of the NOL Plan Amendment is attached as Exhibit 4.1 to this Current Report on Form
8-K
and is incorporated herein by reference.
Cooperation Agreement Amendment
Concurrent with execution of the NOL Plan Amendment, the Company entered into an amendment (the Cooperation Agreement Amendment) to the Cooperation
Agreement, dated as of February 28, 2019 (the Cooperation Agreement), by and among the Company, Karen Singer and TAR Holdings LLC. The Cooperation Agreement Amendment makes a corresponding amendment to that in the NOL Plan
Amendment, such that Karen Singer, TAR Holdings LLC and their respective affiliates and associates (including CCUR Holdings, Inc. and its affiliates and associates) may beneficially own up to 25.0% of the Companys 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. A copy of the Cooperation Agreement Amendment is attached as Exhibit 10.1 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
under the heading NOL Plan
Amendment is incorporated into this Item 3.03 by reference.
Item 9.01.
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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4.1
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Amendment, dated as of August 8, 2019, by and between SeaChange International, Inc. and Computershare Inc., as Rights Agent
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10.1
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Amendment, dated as of August 8, 2019, by and among SeaChange International, Inc., Karen Singer and TAR Holdings LLC
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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: August 8, 2019
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