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.)
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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
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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
--------------------------------------------------------------------------------------------------------
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* 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
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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
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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
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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)
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* Previously filed with the registrant's Registration Statement on Form S-3
(Registration Statement No. 333-74534)
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 |
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 |