Attached files
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EX-10.1 - SEACHANGE INTERNATIONAL INC | v205705_ex10-1.htm |
EX-99.1 - SEACHANGE INTERNATIONAL INC | v205705_ex99-1.htm |
UNITED
STATES
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
16, 2010
SEACHANGE INTERNATIONAL,
INC.
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(Exact
Name of Registrant as Specified in its
Charter)
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DELAWARE
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0-21393
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04-3197974
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||
(State
or Other Jurisdiction of
Incorporation
or Organization)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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50 Nagog Park, Acton, MA
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01720
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number including area code: (978)
897-0100
No change since last
report
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(Former
Name or Address, if Changed Since Last
Report)
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Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2.
below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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SeaChange
International, Inc. (“SeaChange”) has entered into a Settlement Agreement, dated
as of December 16, 2010 (the “Settlement Agreement”), with Ramius LLC and the
other parties set forth on the signature pages thereto, pursuant to which
SeaChange has agreed to appoint Peter Feld to the Board of Directors as a Class
III Director of SeaChange (with a term to expire at the 2011 annual meeting), to
establish an Independent Advisory Committee of the Board of Directors, and to
appoint each of Peter Feld, Raghu Rau, Thomas F. Olson and Carmine Vona to the
Independent Advisory Committee, with Mr. Feld to serve as chair.
In
addition, pursuant to the Settlement Agreement, Ramius has agreed not to submit
any nominations or proposals in connection with SeaChange’s 2011 annual meeting
and to vote in favor of SeaChange’s proposed slate of directors at that meeting,
and SeaChange has agreed (1) to nominate Raghu Rau, or the Rau Replacement
Director (as defined in that certain Settlement Agreement dated June 3, 2010
between SeaChange and Ramius) for election as a Class III Director at the 2011
annual meeting; (2) to recommend, support and solicit proxies for the election
of Messrs. Feld and Rau at the 2011 annual meeting in the same manner as it
would for the other incumbent directors; and (3) to maintain the size of the
Board at eight members until conclusion of the 2012 annual meeting.
A copy of
the Settlement Agreement is included as Exhibit 10.1 and is incorporated by
reference herein.
Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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(b)
Concurrent
with the execution of the Settlement Agreement, Carmine Vona resigned as a Class
III Director of SeaChange and, upon recommendation of the Corporate Governance
and Nominating Committee, the Board elected Mr. Vona as a Class I Director of
SeaChange (with a term to expire at the 2012 annual meeting), filling the
vacancy created by the prior resignation of ReiJane Huai. Mr. Vona
continues to serve as the lead director of the Board of Directors and as a
member of the Audit Committee, Compensation Committee and the Nominating and
Corporate Governance Committee (of which he is the chair), and will additionally
serve as a member of the Independent Advisory Committee.
(d)
See Item
5.02(b) above.
On
December 16, 2010, upon the recommendation of the Corporate Governance and
Nominating Committee and pursuant to the terms of the Settlement Agreement, the
Board elected Peter Feld as a Class III Director of SeaChange (with a term to
expire at the 2011 annual meeting) and appointed Mr. Feld as a member of the
Independent Advisory Committee of the Board.
- 4
-
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
The
following Exhibits are furnished as part of this report:
Exhibit No.
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Description
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10.1
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Settlement
Agreement, dated as of December 16, 2010, by and among SeaChange
International, Inc., Ramius LLC and the other parties set forth on the
signature pages thereto
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99.1
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Press
release, dated as of December 16, 2010, issued by SeaChange International,
Inc.
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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.
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By:
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/s/ Kevin M. Bisson
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Kevin
M. Bisson
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Chief
Financial Officer, Treasurer, Secretary
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and
Senior Vice President, Finance and
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Administration
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Dated: December
16, 2010
EXHIBIT
INDEX
Exhibit No.
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Description
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10.1
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Settlement
Agreement, dated as of December 16, 2010, by and among SeaChange
International, Inc., Ramius LLC and the other parties set forth on the
signature pages thereto
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99.1
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Press
release, dated as of December 16, 2010, issued by SeaChange International,
Inc.
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