| Item 3.03 | Material Modification to Rights of Security Holders. |
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 19, 2023, SeaChange International, Inc. (the “Company” or “SeaChange”) filed a certificate of amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”), with the Secretary of State of the State of Delaware to effect a 1-for-20 reverse stock split of the shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), effective as of 5:00 p.m., Eastern Time, on May 19, 2023 (the “Reverse Stock Split”). The Certificate of Amendment did not amend the number of authorized shares of Common Stock, which will remain unchanged at 100,000,000 shares. The Common Stock is expected to begin trading on a post-split basis on The Nasdaq Capital Market (“Nasdaq”) as of the open of trading on May 23, 2023. There will be no change in the Company’s Nasdaq ticker symbol, “SEAC”. In connection with the Reverse Stock Split, the CUSIP number for the Common Stock has been changed to 811699 404.
As described below under Item 5.07 of this Current Report on Form 8-K, the Company’s stockholders approved the Certificate of Amendment to effect the Reverse Stock Split at the Annual Meeting of Stockholders held on May 19, 2023 (the “Annual Meeting”). Following the Annual Meeting, the Company’s Board of Directors (the “Board”) determined to effect the Reverse Stock Split at a ratio of 1-for-20.
As a result of the Reverse Stock Split, every twenty (20) shares of the Company’s issued and outstanding Common Stock will be automatically combined into one issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares will be issued as a result of the Reverse Stock Split. Instead, any fractional shares of Common Stock that would have otherwise resulted from the Reverse Stock Split will be rounded up to the nearest whole share.
Proportionate adjustments will be made to the exercise price and number of shares issuable upon the exercise of the options outstanding under the Company’s equity incentive plans, and the number of shares subject to restricted stock units, deferred stock units and performance stock units under the Company’s equity incentive plans.
Computershare Trust Company, N.A., the Company’s transfer agent, is acting as exchange agent for the Reverse Stock Split and will send instructions to stockholders of record who hold stock certificates regarding how to exchange existing stock certificates for their post-Reverse Stock Split shares of Common Stock. Those stockholders who hold their shares in brokerage accounts or in “street name” will receive instructions from their brokers.
The information set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment that effectuated the Reverse Stock Split, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting was held on May 19, 2023, at which the Company’s stockholders voted on the following matters, as further described in SeaChange’s definitive proxy statement filed with the Securities and Exchange Commission on April 17, 2023 (the “Proxy Statement”):
| | 1. | The election of two members, Peter Aquino and David Nicol, to the Board, to serve for a three-year term as a Class III Director; |
| | 2. | The approval of the Certificate of Amendment to effect, at the discretion of the Board, a reverse stock split of the Common Stock at a ratio in the range of 1-for-15 to 1-for-25, with such ratio to be determined at the discretion of the Board (the “Reverse Stock Split Vote”); |
| | 3. | The approval, on an advisory basis, of the compensation of SeaChange’s named executive officers (the “Say-on-Pay Vote”); |
| | 4. | The approval, on an advisory basis, of the frequency of holding future non-binding advisory votes on compensation of SeaChange’s named executive officers (the “Say-on-Frequency Vote”); and |
