As filed with the Securities and Exchange Commission on July 25, 2001.
Registration No. 333-________
SEACHANGE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-3197974
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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Copy to:
William B. Simmons, Jr., Esq.
TESTA, HURWITZ & THIBEAULT, LLP
125 High Street
Boston, Massachusetts 02110
(617) 248-7000
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered Registered Share Price Fee
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Amended and Restated 1995 Stock Option Plan
Common Stock (Par Value $.01 Per Share) 4,400,000 $ 20.56 (1) $ 90,464,000.00 $22,616.00
394,309 $ 26.75 (2) $ 10,547,765.75 $ 2,636.94
31,500 $ 29.00 (3) $ 913,500.00 $ 228.38
32,000 $ 28.75 (4) $ 920,000.00 $ 230.00
24,500 $ 22.00 (5) $ 539,000.00 $ 134.75
40,900 $ 30.00 (6) $ 1,227,000.00 $ 306.75
20,250 $ 29.125 (7) $ 589,781.25 $ 147.45
35,900 $ 26.938 (8) $ 967,074.20 $ 241.77
943,360 $23.3125 (9) $ 21,992,080.00 $ 5,498.02
35,950 $ 26.094 (10) $ 938,079.30 $ 234.52
60,500 $ 18.125 (11) $ 1,096,562.50 $ 274.14
36,050 $ 25.563 (12) $ 921,546.15 $ 230.39
96,281 $ 13.313 (13) $ 1,281,788.95 $ 320.45
22,500 $ 10.668 (14) $ 240,030.00 $ 60.01
54,000 $ 16.03 (15) $ 865,620.00 $ 216.41
25,000 $ 19.08 (16) $ 477,000.00 $ 119.25
22,000 $ 17.56 (17) $ 386,320.00 $ 96.58
TOTAL: 6,275,000 $134,367,148.10 $33,591.81
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(2) Such shares are issuable upon exercise of outstanding options to purchase an aggregate of 394,309 shares at an exercise price of $26.75 per share. Pursuant to Rule 457(h)(1) of the Securities Act of 1933 (the "Securities Act"), the aggregate offering price and the fee have been computed upon the basis of the price at which the options may be exercised.
(3) Such shares are issuable upon exercise of outstanding options to purchase an aggregate of 31,500 shares at an exercise price of $29.00 per share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate offering price and the fee have been computed upon the basis of the price at which the options may be exercised.
(4) Such shares are issuable upon exercise of outstanding options to purchase an aggregate of 32,000 shares at an exercise price of $28.75 per share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate offering price and the fee have been computed upon the basis of the price at which the options may be exercised.
(5) Such shares are issuable upon exercise of outstanding options to purchase an aggregate of 24,500 shares at an exercise price of $22.00 per share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate offering price and the fee have been computed upon the basis of the price at which the options may be exercised.
(6) Such shares are issuable upon exercise of outstanding options to purchase an aggregate of 40,900 shares at an exercise price of $30.00 per share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate offering price and the fee have been computed upon the basis of the price at which the options may be exercised.
(7) Such shares are issuable upon exercise of outstanding options to purchase an aggregate of 20,250 shares at an exercise price of $29.125 per share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate offering price and the fee have been computed upon the basis of the price at which the options may be exercised.
(8) Such shares are issuable upon exercise of outstanding options to purchase an aggregate of 35,900 shares at an exercise price of $26.938 per share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate offering price and the fee have been computed upon the basis of the price at which the options may be exercised.
(9) Such shares are issuable upon exercise of outstanding options to purchase an aggregate of 943,360 shares at an exercise price of $23.3125 per share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate offering price and the fee have been computed upon the basis of the price at which the options may be exercised.
(10) Such shares are issuable upon exercise of outstanding options to purchase an aggregate of 35,950 shares at an exercise price of $26.094 per share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate offering price and the fee have been computed upon the basis of the price at which the options may be exercised.
(11) Such shares are issuable upon exercise of outstanding options to purchase an aggregate of 60,500 shares at an exercise price of $18.125 per share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate offering price and the fee have been computed upon the basis of the price at which the options may be exercised.
(12) Such shares are issuable upon exercise of outstanding options to purchase an aggregate of 36,050 shares at an exercise price of $25.563 per share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate offering price and the fee have been computed upon the basis of the price at which the options may be exercised.
(13) Such shares are issuable upon exercise of outstanding options to purchase an aggregate of 96,281 shares at an exercise price of $13.313 per share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate offering price and the fee have been computed upon the basis of the price at which the options may be exercised.
(14) Such shares are issuable upon exercise of outstanding options to purchase an aggregate of 22,500 shares at an exercise price of $10.668 per share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate offering price and the fee have been computed upon the basis of the price at which the options may be exercised.
(15) Such shares are issuable upon exercise of outstanding options to purchase an aggregate of 54,000 shares at an exercise price of $16.03 per share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate offering price and the fee have been computed upon the basis of the price at which the options may be exercised.
(16) Such shares are issuable upon exercise of outstanding options to purchase an aggregate of 25,000 shares at an exercise price of $19.08 per share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate offering price and the fee have been computed upon the basis of the price at which the options may be exercised.
(17) Such shares are issuable upon exercise of outstanding options to purchase an aggregate of 22,000 shares at an exercise price of $17.56 per share. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate offering price and the fee have been computed upon the basis of the price at which the options may be exercised.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This Registration Statement requires additional securities of the same class as other securities for which the Registration Statement on Form S-8 as filed with the Securities and Exchange Commission on December 6, 1996 is effective. Pursuant to General Instruction E of Form S-8, the contents of the above-listed Registration Statement are hereby incorporated by reference herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The following documents filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), are incorporated in this Registration Statement by reference as of their respective dates:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended January 31, 2001 (File No. 000-21393);
(b) The section entitled "Description of Registrant's Securities to be Registered" contained in the Registrant's Registration Statement on Form 8-A, filed pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on September 18, 1996;
(c) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2001 (File No. 000-21393);
(d) All other documents filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report referred to in (a) above.
All documents subsequently filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.
The information contained in Part II of the Registration Statement on Form S-8, SEC File No. 333-17379, as pertains to the Amended and Restated 1995 Stock Option Plan, is incorporated by reference into this Registration Statement.
II-1
Exhibit No. Description of Exhibit
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Exhibit 4.1 Specimen certificate representing the Common Stock of
the Registrant (filed as Exhibit 4.1 to the
Registrant's Registration Statement on Form S-1
previously filed with the Commission on December 6,
1996 (File No. 333-12233) and incorporated herein by
reference).
Exhibit 4.2 Amended and Restated Certificate of Incorporation of
the Registrant (filed as Exhibit 4.2 to the
Registrant's Registration Statement on Form S-8
previously filed with the Commission on December 6,
1996 (File No. 333-17379) and incorporated herein by
reference).
Exhibit 4.3 Certificate of Amendment, filed May 25, 2000 with the
Secretary of State of Delaware, to the Amended and
Restated Certificate of Incorporation of the Registrant
(filed as Exhibit 4.2 to the Registrant's Registration
Statement on Form S-3 previously filed with the
Commission on December 6, 2000 (File No. 333-51386) and
incorporated herein by reference).
Exhibit 4.4 Amended and Restated By-Laws of the Registrant (filed
as Exhibit 4.3 to the Registrant's Registration
Statement on Form S-8 previously filed with the
Commission on December 6, 1996 (File No. 333-17379) and
incorporated herein by reference).
Exhibit 4.5 Amended and Restated 1995 Stock Option Plan (filed as
Annex A to the Registrant's Proxy Statement on Form 14a
previously filed with the Commission on May 31, 2001
(File No. 000-21393) and incorporated herein by
reference).
Exhibit 5.1 Opinion of Testa, Hurwitz & Thibeault, LLP (filed
herewith).
Exhibit 23.1 Consent of PricewaterhouseCoopers LLP (filed herewith).
Exhibit 23.2 Consent of Testa, Hurwitz & Thibeault, LLP (contained
in Exhibit 5.1).
Exhibit 24.1 Power of Attorney (included as part of the signature
page to this Registration Statement).
II-2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant, SeaChange International, Inc., certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on this 24th day of July, 2001.
SEACHANGE INTERNATIONAL, INC.
By: /s/ William C. Styslinger, III
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William C. Styslinger, III
President and Chief Executive Officer
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POWER OF ATTORNEY
We, the undersigned officers and directors of SeaChange International, Inc., hereby severally constitute and appoint William C. Styslinger, III and William L. Fiedler, and each of them singly, our true and lawful attorneys, with full power to them and each of them singly, to sign for us in our names in the capacities indicated below, any amendments to this Registration Statement on Form S-8 (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all things in our names and on our behalf in our capacities as officers and directors to enable SeaChange International, Inc., to comply with the provisions of the Securities Act of 1933, as amended, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title(s) Date
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/s/ William C. Styslinger, III President, Chief Executive Officer, Chairman July 24, 2001
----------------------------------------- of the Board and Director (Principal
William C. Styslinger, III Executive Officer)
/s/ William L. Fiedler Chief Financial Officer, Treasurer, Secretary July 24, 2001
----------------------------------------- and Vice President, Finance and
William L. Fiedler Administration (Principal Financial and
Accounting Officer)
/s/ Martin R. Hoffmann Director July 24, 2001
-----------------------------------------
Martin R. Hoffmann
/s/ Thomas F. Olson Director July 24, 2001
-----------------------------------------
Thomas F. Olson
/s/ Carmine Vona Director July 24, 2001
-----------------------------------------
Carmine Vona
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II-3
Exhibit No. Description of Exhibit
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4.1 Specimen certificate representing the Common Stock of the
Registrant (filed as Exhibit 4.1 to the Registrant's
Registration Statement on Form S-1 previously filed with
the Commission on December 6, 1996 (File No. 333-12233)
and incorporated herein by reference).
4.2 Amended and Restated Certificate of Incorporation of the
Registrant (filed as Exhibit 4.2 to the Registrant's
Registration Statement on Form S-8 previously filed with
the Commission on December 6, 1996 (File No. 333-17379)
and incorporated herein by reference).
4.3 Certificate of Amendment, filed May 25, 2000 with the
Secretary of State of Delaware, to the Amended and
Restated Certificate of Incorporation of the Registrant
(filed as Exhibit 4.2 to the Registrant's Registration
Statement on Form S-3 previously filed with the
Commission on December 6, 2000 (File No. 333-51386) and
incorporated herein by reference).
4.4 Amended and Restated By-Laws of the Registrant (filed as
Exhibit 4.3 to the Registrant's Registration Statement on
Form S-8 previously filed with the Commission on December
6, 1996 (File No. 333-17379) and incorporated herein by
reference).
4.5 Amended and Restated 1995 Stock Option Plan (filed as
Annex A to the Registrant's Proxy Statement on Form 14a
previously filed with the Commission on May 31, 2001
(File No. 000-21393) and incorporated herein by
reference).
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP (filed
herewith).
23.1 Consent of PricewaterhouseCoopers LLP (filed herewith).
23.2 Consent of Testa, Hurwitz & Thibeault, LLP (contained in
Exhibit 5.1).
24.1. Power of Attorney (included as part of the signature page
to this Registration Statement).
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Exhibit 5.1
July 25, 2001
SeaChange International, Inc.
124 Acton Street
Maynard, Massachusetts 01754
Re: Registration Statement on Form S-8 Relating to the Amended and Restated 1995 Stock Option Plan (the "Plan"), of SeaChange International, Inc. (the "Company")
Dear Sir or Madam:
Reference is made to the above-captioned Registration Statement on Form S-8 (the "Registration Statement") filed by the Company on the date hereof with the Securities and Exchange Commission under the Securities Act of 1933 relating to 6,275,000 shares of common stock, par value $.01 per share, of the Company issuable pursuant to the 1995 Stock Option Plan (the "Shares").
We have examined, and are familiar with, and have relied as to factual matters solely upon, a copy of the 1995 Stock Option Plan, the Company's amended and restated certificate of incorporation, as amended, the amended and restated by-laws of the Company, the minute books and stock records of the Company and originals of such other documents, certificates and proceedings as we have deemed necessary for the purpose of rendering this opinion.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and paid for in accordance with the terms of the 1995 Stock Option Plan and the terms of any agreement relating to any of the options granted thereunder, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Testa, Hurwitz & Thibeault, LLP TESTA, HURWITZ & THIBEAULT, LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 5, 2001, except for the information presented in Note 12 for which the date is April 30, 2001, relating to the financial statements and financial statement schedule of SeaChange International, Inc., which appear in SeaChange International, Inc.'s Annual Report on Form 10-K for the year ended January 31, 2001.
/s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Boston, Massachusetts July 23, 2001 |