-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KWCooWbAo5djvHHUO/2otrW7hSwhzvGOK4wiaKbdBy8SRw1DMak1OVwlqN3TlejG qzuXK5eeXG0egmeQIkwnMQ== 0000927016-02-000370.txt : 20020414 0000927016-02-000370.hdr.sgml : 20020414 ACCESSION NUMBER: 0000927016-02-000370 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020128 EFFECTIVENESS DATE: 20020128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEACHANGE INTERNATIONAL INC CENTRAL INDEX KEY: 0001019671 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 043197974 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-81518 FILM NUMBER: 02519700 BUSINESS ADDRESS: STREET 1: 124 ACTON ST STREET 2: 2ND FLOOR CITY: MAYNARD STATE: MA ZIP: 01754 BUSINESS PHONE: 9788970100 MAIL ADDRESS: STREET 1: 124 ACTON ST STREET 2: SECOND FLOOR CITY: MAYNARD STATE: MA ZIP: 01754 S-3MEF 1 ds3mef.txt FORM S-3 As filed with the Securities and Exchange Commission on January 28, 2002. Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SeaChange International, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 04-3197974 (State or Other Jurisdiction of (IRS Employer Incorporation or Organization) Identification No.) 124 Acton Street, Maynard, MA 01754, (978) 897-0100 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) William C. Styslinger, III Chairman, President and Chief Executive Officer SeaChange International, Inc. 124 Acton Street Maynard, MA 01754 (978) 897-0100 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) Copies to: William B. Simmons, Jr., Esq. Keith F. Higgins, Esq. TESTA, HURWITZ & THIBEAULT, LLP ROPES & GRAY 125 High Street One International Place Boston, Massachusetts 02110 Boston, Massachusetts 02110 (617) 248-7000 (617) 951-7000 Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement as determined by market conditions and other factors. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] Reg No. 333-74534 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
Title of Proposed Maximum Proposed Maximum Shares Amount to Offering Price Aggregate Amount of to be Registered Be Registered* Per Share Offering Price Registration Fee - -------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value 683,573 shares $28.99 $19,816,781 $1,823.15 - --------------------------------------------------------------------------------------------------------
* Includes 89,162 shares that the underwriters have an option to purchase to cover over-allotments. THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933. The undersigned registrant hereby incorporates by reference herein the contents of registration statement no. 333-74534. This registration statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, to register an additional 683,573 shares of common stock. SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF MAYNARD AND COMMONWEALTH OF MASSACHUSETTS ON JANUARY 28, 2002. SEACHANGE INTERNATIONAL, INC. By: /s/ William L. Fiedler ------------------------------------ WILLIAM L. FIEDLER CHIEF FINANCIAL OFFICER, SECRETARY, TREASURER AND VICE PRESIDENT, FINANCE AND ADMINISTRATION SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
Signature TITLES DATE - ------------------------------------- --------------------------------- ---------------------- * President, Chief Executive January 28, 2002 - ------------------------------------- Officer, Director and Chairman WILLIAM C. STYSLINGER, III (Principal Executive Officer) Chief Financial Officer, January 28, 2002 Secretary, Treasurer and Vice President, Finance and /s/ William L. Fiedler Administration (Principal - ------------------------------------- Financial Officer and Principal WILLIAM L. FIEDLER Accounting Officer) * Director January 28, 2002 - ------------------------------------- MARTIN R. HOFFMANN * Director January 28, 2002 - ------------------------------------- THOMAS F. OLSON January 28, 2002 * Director - ------------------------------------- CARMINE VONA
The undersigned, William L. Fiedler, by signing his name hereto, does hereby execute this registration statement on behalf of each of the above-named persons pursuant to powers of attorney executed by such persons and filed with the Securities and Exchange Commission in the registrant's registration statement on Form S-3 (No. 333-74534). *By:/s/ William L. Fiedler ------------------------- William L. Fiedler Attorney-in-fact EXHIBIT INDEX Exhibit No. Description - ----------- --------------------------------------------------------------- 1.1* --Form of Underwriting Agreement. 4.1 --Specimen certificate representing the Common Stock (filed as Exhibit 4.1 to the Company's Registration Statement on Form S-1 previously filed on November 4, 1996 with the Commission (File No. 333-12233) and incorporated herein by reference). 4.2 --Amended and Restated Certificate of Incorporation of the Company (filed as Exhibit 3.3 to the Company's Registration Statement on Form S-1 previously filed on November 4, 1996 with the Commission (File No. 333-12233) and incorporated herein by reference). 4.3 --Certificate of Amendment, filed May 25, 2000 with the Secretary of State in the State of Delaware, to the Amended and Restated Certificate of Incorporation of the Company (filed as Exhibit 4.2 to the Company's registration statement on Form S-3 previously filed on December 6, 2000 with the Commission (Filed No. 333-51386) and incorporated herein by reference). 5.1 --Opinion of Testa, Hurwitz & Thibeault, LLP. 23.1 --Consent of PricewaterhouseCoopers LLP 23.2 --Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1) * Previously filed with the registrant's Registration Statement on Form S-3 (Registration Statement No. 333-74534) EX-5.1 3 dex51.txt OPINION OF TESTA, HURWITZ & THIBEAULT, LLP EXHIBIT 5.1 ----------- January 28, 2002 SeaChange International, Inc. 124 Acton Street Maynard, MA 01754 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We are counsel to SeaChange International, Inc., a Delaware corporation (the "Company"), and have represented the Company in connection with the preparation and filing of the Company's Registration Statement on Form S-3 (the "Registration Statement"), relating to the public offering of an aggregate of up to 683,573 shares of the Company's common stock, $.01 par value per share (the "Shares"). We have reviewed the corporate proceedings taken by the Board of Directors of the Company with respect to the authorization and issuance of the Shares. We have also examined and relied upon originals or copies, certified or otherwise authenticated to our satisfaction, of all corporate records, documents, agreements or other instruments of the Company and have made all investigations of law and have discussed with the Company's officers all questions of fact that we have deemed necessary or appropriate. Based upon and subject to the foregoing, we are of the opinion that the Shares to be issued and sold by the Company have been duly and validly authorized and, when sold in the manner contemplated by the underwriting agreement (the "Underwriting Agreement") substantially in the form to be filed as Exhibit 1.1 to the Registration Statement and upon receipt by the Company of payment therefor as provided in the Underwriting Agreement, will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm in the Prospectus contained in the Registration Statement under the caption "Legal Matters." Very truly yours, /s/ Testa, Hurwitz & Thibeault, LLP TESTA, HURWITZ & THIBEAULT, LLP EX-23.1 4 dex231.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP Exhibit 23.1 ------------ CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our reports dated March 5, 2001, except for the information presented in Note 12 for which the date is June 12, 2001, relating to the financial statements and financial statement schedule, which appear in SeaChange International, Inc.'s Annual Report on Form 10-K/A for the year ended January 31, 2001. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts January 28, 2002 1 -----END PRIVACY-ENHANCED MESSAGE-----