As filed with the Securities and Exchange Commission on July 25, 2001.
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________
FORM S-8
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 (I.R.S. Employer Identification No.)
incorporation or organization)
124 Acton Street
Maynard, Massachusetts 01754
(978) 897-0100
(Address of Principal Executive Offices) (Zip Code)
____________________________________
Amended and Restated 1995 Stock Option Plan
(Full title of the Plan)
____________________________________
William C. Styslinger, III
President, Chief Executive Officer and Chairman
SeaChange International, Inc.
124 Acton Street
Maynard, Massachusetts 01754
(978) 897-0100
(Name and address including zip code and telephone number,
including area code, of agent for service)
____________________________________
Copy 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.
______________________
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CALCULATION OF REGISTRATION FEE
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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
- ----------------------------------------------------------------------------------------------------------------------------
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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______________________________________________
(1) The price of $20.56 per share, which is the average of the high and low
prices of the Common Stock of the registrant reported on the NASDAQ
National Market on July 20, 2001, is set forth solely for purposes of
calculating the filing fee pursuant to Rule 457(c) and (h) and has been
used only for those shares without a fixed exercise price.
(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
Item 3. Incorporation of Documents by Reference.
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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
Item 8. Exhibits.
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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
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
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
---------- -------- ----
/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
II-3
Exhibit Index
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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).