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)