AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 26, 2000 REGISTRATION NO. 333-52257 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------------------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO 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 (I.R.S. Employer of incorporation or organization) Identification Number) 124 ACTON STREET MAYNARD, MASSACHUSETTS 01754 (978) 897-0100 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ---------------------------------------- WILLIAM C. STYSLINGER, III PRESIDENT AND CHIEF EXECUTIVE OFFICER 124 ACTON STREET MAYNARD, MASSACHUSETTS 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. Testa, Hurwitz & Thibeault, LLP 125 High Street Boston, Massachusetts 02110 (617) 248-7000 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this registration statement becomes effective. 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, 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 of 1933, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.[_] 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 under the Securities Act of 1933, check the following box. ---------------------------------------- The Registrant hereby removes from registration under this Registration Statement (333-52257) the 937,500 shares of Common Stock, par value $.01 per share (the "Offered Shares"), registered hereunder that have not been sold pursuant to this Registration Statement. As of the date hereof, 4,071 of the Offered Shares have been sold or otherwise transferred by selling stockholders under this Registration Statement. Pursuant to the Registrant's Undertaking in Item 17 of this Registration Statement, the Registrant hereby removes from registration those of the Offered Shares that have not been sold pursuant to this Registration Statement prior to the date hereof. -2- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston and Commonwealth of Massachusetts on May 24, 2000. SEACHANGE INTERNATIONAL, INC. By: /s/ William C. Styslinger, III -------------------------------------- William C. Styslinger, III President, Chief Executive Officer, Chairman of the Board and Director POWER OF ATTORNEY AND SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title(s) Date - ------------------------------------- ------------------------------------------------- ------------------- /s/ William C. Styslinger, III President, Chief Executive Officer, Chairman of May 24, 2000 - ------------------------------------- the Board and Director (Principal Executive William C. Styslinger, III Officer) /s/ William L. Fiedler Chief Financial Officer, Treasurer and Vice May 24, 2000 - ------------------------------------- President, Finance and Administration (Principal William L. Fiedler Financial and Accounting Officer) * Director May 24, 2000 - ------------------------------------- Martin R. Hoffmann * Director May 24, 2000 - ------------------------------------- Paul H. Saunders * Director May 24, 2000 - ------------------------------------- Carmine Vona *By: /s/ William C. Styslinger, III May 24, 2000 -------------------------------- William C. Styslinger, III Attorney-in-Fact
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