SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 10, 1997
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SEACHANGE INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-21393 04-3197974
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(State or other jurisdiction of (Commission file (I.R.S. Employer
incorporation or organization) number) Identification No.)
124 Acton Street, Maynard, MA 01754
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (978) 897-0100
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No change since last report
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(Former name or address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
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On December 10, 1997, SeaChange International, Inc., a Delaware
corporation (the "Company"), entered into a Stock Purchase Agreement (the
"Agreement") with IPC Interactive Pte. Ltd., a Singapore corporation ("IPC") and
the shareholders of IPC listed on the signature pages thereto (the "Sellers"). A
copy of the Agreement is attached as Exhibit 2.1 to this Current Report on Form
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8-K.
Pursuant to the Agreement, the Company acquired all of the outstanding
capital stock of IPC (the "Acquisition") in exchange for 625,000 shares (the
"Shares") of Common Stock of the Company, $.01 par value per share (the
"Consideration"). The Company has given the Sellers certain registration rights
relating to the Shares pursuant to a Registration Rights Agreement by and among
the Company and the Sellers dated December 10, 1997, a copy of which is attached
as Exhibit 2.2 to this Current Report on Form 8-K. The terms of, and the
Consideration paid in, this transaction were the result of arm's-length
negotiations between the representatives of the Sellers and the Company. This
transaction will be treated as a purchase for accounting purposes.
In the Agreement, the Sellers made various representations and
warranties and have agreed to indemnify the Company for any breaches thereof.
Under the terms of the Agreement, 62,500 shares of the Consideration are being
held in escrow until July 31, 1998 for any claims that the Company may have
against the Sellers for any breaches of the representations and warranties in
the Agreement. An additional 20,000 shares of the Consideration are being held
in escrow until November 30, 1998 for any claims that the Company may have
against the Sellers for any claims brought by one or more current or former
employees of IPC relating to unpaid compensation, including equity, based on
representations made by or on behalf of IPC. A copy of the Escrow Agreement is
attached as Exhibit 2.3 to this Current Report on Form 8-K.
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One of the Sellers who was a member of the management team of IPC has
become a consultant. The remaining members of management, as well as most of the
other employees of IPC, continue as employees.
The terms of the Acquisition are more fully described in the
Agreement, the Registration Rights Agreement and the Escrow Agreement, which are
filed as Exhibit 2.1, Exhibit 2.2 and Exhibit 2.3, respectively, to this report
and are incorporated herein by this reference.
The information contained in the press release of the Company
announcing the Acquisition, dated December 10, 1997 and attached as Exhibit
99.1, is incorporated herein by this reference.
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Item 7. Financial Statements and Exhibits.
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(a) Financial statements of business acquired.
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It is impracticable to provide the financial information
required by Item 7(a) of Form 8-K relating to the Acquisition at
the time this report is filed. Such required financial
information will be filed as soon as practicable, but in any
event not later than February 23, 1998.
(b) Unaudited Pro Forma Combined Financial Information.
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It is impracticable to provide the financial information
required by Item 7(b) of Form 8-K relating to the Acquisition at
the time this report is filed. Such financial information will
be filed as soon as practicable, but in any event not later than
February 23, 1998.
(c) Exhibits.
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2.1 Stock Purchase Agreement, dated December 10, 1997, by
and among SeaChange International, Inc., IPC
Interactive Pte. Ltd. and the shareholders of IPC
Interactive Pte. Ltd. listed on the signature pages
thereto.
2..2 Registration Rights Agreement, dated December 10, 1997,
by and among SeaChange International, Inc., IPC
Interactive Pte. Ltd. and the shareholders of IPC
Interactive Pte. Ltd. listed on the signature pages
thereto.
2..3 Escrow Agreement, dated December 10, 1997, by and among
SeaChange International, Inc., IPC Interactive Pte.
Ltd., the shareholders of IPC Interactive Pte. Ltd.
listed on the signature pages thereto and State Street
Bank and Trust Company.
99.1 Press Release of the Company, dated December 10, 1997.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SEACHANGE INTERNATIONAL, INC.
By: /s/ Joseph S. Tibbetts, Jr.
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Joseph S. Tibbetts, Jr.
Vice President, Finance and Administration,
Chief Financial Officer and Treasurer
Dated: December 22, 1997
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Stock Purchase Agreement, dated December 10, 1997, by
and among SeaChange International, Inc., IPC
Interactive Pte. Ltd. and the shareholders of IPC
Interactive Pte. Ltd. listed on the signature pages
thereto.
2.2 Registration Rights Agreement, dated December 10,
1997, by and among SeaChange International, Inc., IPC
Interactive Pte. Ltd. and the shareholders of IPC
Interactive Pte. Ltd. listed on the signature pages
thereto.
2.3 Escrow Agreement, dated December 10, 1997, by and
among SeaChange International, Inc., IPC Interactive
Pte. Ltd., the shareholders of IPC Interactive Pte.
Ltd. listed on the signature pages thereto and State
Street Bank and Trust Company.
99.1 Press Release of the Company, dated December 10,
1997.
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EXHIBITS AND SCHEDULES OMITTED IN ACCORDANCE
WITH ITEM 601(B)(2) OF REGULATION S-K
Exhibits
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A Opinion of Seller's Counsel
D Opinion of Buyer's Counsel
E List of Options
Schedules
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1.1 Background
1.4 Allocation of Consideration
2.2 Capitalization
2.3 Subsidiaries
2.4 Consents and Governmental Authorization
2.5 Authorization and Enforceability
2.6 Non-Contravention
2.7 Financial Statements
2.8 No Undisclosed Material Liabilities
2.9 No Material Adverse Changes
2.11 No Pending Litigation or Proceedings
2.12 Material Contracts
2.13 Contract Compliance
2.14 Compliance with Laws
2.15 Environmental Compliance
2.16 Title
2.17 Transactions With Related Parties
2.18 Compensation Arrangements; Bank Accounts
2.19 Labor Relations
2.20 Insurance Policies
2.21 Intellectual Property
2.22 Employee Benefit Plans
2.26 Customers and Suppliers
2.2A Consents and Governmental Authorization
2.3A Non-Contravention
2.4A No Undisclosed Material Liabilities
2.6A No Pending Litigation or Proceedings
2.7A Contract Compliance
2.8A Compliance With Laws
3.6 Consents and Governmental Authorization
4.1(e) Required Consents
4.1(h) List of Officers and Directors
6.1(a) Interim Conduct of Business
6.11 Transfer and Assignment of GMG Assets
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The Company will furnish supplementally a copy of any omitted exhibit or
schedule to the Securities and Exchange Commission (the "Commission") upon the
Commission's request; provided, however that the Company may request
confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of
1934, as amended, for any schedule or exhibit so furnished.
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