<PAGE>
FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION NO. 333-52257
---------------------
PROSPECTUS
625,000 SHARES
SEACHANGE INTERNATIONAL, INC.
COMMON STOCK
---------------------
This Prospectus relates to the sale of up to an aggregate of 625,000 shares
(the "Shares") of the common stock, par value $.01 per share (the "Common
Stock"), of SeaChange International, Inc., a Delaware corporation ("SeaChange"
or the "Company"), issued to the stockholders of SeaChange Asia Pacific
Operations Pte. Ltd., formerly IPC Interactive Pte. Ltd. ("SeaChange Asia") in
connection with the Company's acquisition of SeaChange Asia (collectively, the
"Selling Stockholders"). See "Selling Stockholders." The Selling Stockholders
may sell the Shares from time to time at market prices prevailing at the time of
sale or at prices otherwise negotiated. See "Plan of Distribution." The
Selling Stockholders and certain persons who purchase shares from them including
broker-dealers acting as principals who may resell the Shares, may be deemed
"underwriters," as such term is defined in the Securities Act of 1933, as
amended (the "Securities Act"). See "Plan of Distribution."
The Company will not receive any of the proceeds from the sale of the
Shares. The Company is responsible for the expenses incurred in connection with
the registration of the Shares. The Selling Stockholders will pay or assume
brokerage commissions or other similar charges incurred in the sale of the
Shares. The Company has agreed to indemnify the Selling Stockholders against
certain liabilities, including liabilities under the Securities Act.
The Company's Common Stock is listed on the Nasdaq National Market under
the symbol "SEAC". The last reported sale price for the Common Stock on June 8,
1998 was $9.125 per share, as reported by the Nasdaq National Market.
_______________________
AN INVESTMENT IN THESE SECURITIES INVOLVES CERTAIN RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 5.
_______________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is June 9, 1998.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company may be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's regional
offices located at Seven World Trade Center, Suite 1300, New York, New York
10048, and at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies may also be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. The Commission also maintains a World Wide Web site that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission at the
address "http://www.sec.gov." The Common Stock of the Company is listed on the
Nasdaq National Market. Reports, proxy statements and other information
concerning the Company may also be inspected at the offices of the National
Association of Securities Dealers, Inc. located at 1735 K Street, N.W.,
Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on Form
S-3 (including all amendments thereto, the "Registration Statement") under the
Securities Act, with respect to the Common Stock offered hereby. This
Prospectus does not contain all information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information regarding the Company
and the Common Stock offered hereby, reference is hereby made to the
Registration Statement and to the exhibits and schedules filed therewith.
Statements contained in this Prospectus regarding the contents of any agreement
or other document filed as an exhibit to the Registration Statement are not
necessarily complete, and in each instance reference is made to the copy of such
document filed as an exhibit to the Registration Statement, each such statement
being qualified in all respects by such reference. The Registration Statement,
including the exhibits and schedules thereto, may be inspected at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and copies of all or any part thereof may be obtained
from such office upon payment of the prescribed fees, and through its World Wide
Website (http:/www.sec.gov).
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission pursuant
to the Exchange Act (File No. 0-21393) are incorporated in this Prospectus by
reference, except as superseded or modified herein:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
2. The Company's Current Report on Form 8-K/A filed February 23, 1998.
3. The Company's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 1998.
4. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed pursuant to Section
12(g) of the Exchange Act on September 18, 1996, including any
amendment or report filed for the purpose of updating such
description.
2
<PAGE>
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering
of the Shares, shall be deemed to be incorporated by reference in this
Prospectus and made a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference in this Prospectus shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or
in any other subsequently filed document which is also deemed to be incorporated
by reference herein or in any prospectus supplement modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a Prospectus
is delivered, on the written or oral request of any such person, a copy of any
or all of the documents incorporated by reference herein (other than exhibits to
such documents unless such exhibits are specifically incorporated by reference
into such documents). Requests for such copies should be directed to Edward J.
McGrath, Acting Chief Financial Officer and Treasurer, at the principal
executive offices of the Company: 124 Acton Street, Maynard, Massachusetts
01754, telephone: (978) 897-0100. Unless the context otherwise requires,
references in this Prospectus to the "Company" or "SeaChange" refer to SeaChange
International, Inc. and its subsidiaries.
3
<PAGE>
THE COMPANY
SeaChange provides products to digitally manage, store and distribute
digital video for television operators and telecommunications companies. The
Company's products utilize its proprietary distributed application software and
standard industry components to automate the management and distribution of
video streams including advertisements, movies, news and other video programming
requiring precise, accurate and continuous execution. The Company's digital
video products are designed to provide higher image quality and to be more
reliable, easier to use and less expensive than video tape-based systems. In
addition, SeaChange's products enable its customers to increase revenues by
offering more targeted services such as geography-specific spot advertising and
video-on-demand movies.
SeaChange's products address a number of specific markets. The SeaChange
SPOT System is the leading digital advertisement insertion system for the
multichannel television market in terms of installations in the United States,
based on currently available industry sources and the Company's internal data.
The SeaChange SPOT System encodes analog video forms such as advertisements and
news, stores them in remote or local digital libraries, and inserts them
automatically into television network streams. The SPOT System provides high
run-rate accuracy and video image quality, permits geographic and demographic
specificity of advertisements and reduces operating costs. The Company also
sells two variants of this product-SPOT PRO which provides ad insertion
capability to small to mid-size television stations, and the SeaChange SPOT Long
Form System, a long-form video storage and delivery product for cable television
operators and telecommunications companies. The Company also sells the
SeaChange Movie System, which provides long-form video storage and delivery for
the pay- per-view movie markets and the SeaChange GuestServe System for
delivering video- on-demand and other services to hotels. The SeaChange
Advertising Management Software operates in conjunction with the SeaChange SPOT
System to automate and simplify complex sales, scheduling and billing processes
for the multichannel television market. The Company also sells its Video Server
100, which is designed to store and distribute video streams of various lengths,
and MediaCluster, SeaChange's proprietary software technology that enables
multiple Video Server 100s to operate together as an integrated video server, to
systems integrators and value added resellers. In addition, the Company is
developing its Broadcast MediaCluster systems for the broadcast television
industry for storage, archiving, on-air playback of advertising and other video
programming. The Company is also developing its video-on-demand system to allow
cable television and other telecommunication companies to offer interactive
services to its subscribers.
The Company was incorporated in Delaware in July 1993. The Company's
principal executive offices are located at 124 Acton Street, Maynard,
Massachusetts 01754, and its telephone number is (978) 897-0100.
4
<PAGE>
RISK FACTORS
In addition to the other information presented in this Prospectus and the
information incorporated in this Prospectus by reference, the following risk
factors should be considered carefully in evaluating the Company and its
business before purchasing the Common Stock offered hereby. Certain statements
set forth in this Prospectus and the documents incorporated by reference herein
may constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements are subject to risks
and uncertainties, and the Company's actual future results may differ materially
from those stated in any such forward-looking statements. Factors that may
cause such differences include, but are not limited to, those described in the
following Risk Factors and in the other risk factors described from time to time
in the Company's filings with the Securities and Exchange Commission.
LIMITED OPERATING HISTORY AND OPERATING RESULTS.
The Company was founded in July 1993 and commenced shipment of its initial
products in the third quarter of 1994. Accordingly, the Company has only a
limited operating history upon which an evaluation of the Company and its
prospects can be based. The Company's prospects must be considered in light of
the risks, expenses and difficulties frequently encountered by companies in
their early stage of development, particularly companies in new and rapidly
evolving markets. To address these risks, the Company must, among other things,
respond to competitive developments, continue to attract, retain and motivate
qualified persons, and continue to upgrade its technologies and commercialize
products and services incorporating such technologies. There can be no assurance
that the Company will be successful in addressing such risks. Increases in
operating expenses are expected to continue and may result in a decrease in
operating income.
FLUCTUATIONS IN QUARTERLY OPERATING RESULTS.
The Company's quarterly operating results have in the past varied and in
the future will be affected by factors such as: (i) the timing and recognition
of revenue from significant orders, (ii) the seasonality of the placement of
customer orders, (iii) the success of the Company's products, (iv) increased
competition, (v) changes in the Company's pricing policies or those of its
competitors, (vi) the financial stability of major customers, (vii) new product
introductions or enhancements by competitors, (viii) delays in the introduction
of products or product enhancements by the Company, (ix) customer order
deferrals in anticipation of upgrades and new products, (x) the ability to
access a sufficient supply of sole source and third party components, (xi) the
quality and market acceptance of new products, (xii) the timing and nature of
selling and marketing expenses (such as trade shows and other promotions),
(xiii) personnel changes, (xiv) the risks associated with international sales as
the Company expands its markets, (xv) the Company's ability to integrate the
operations of acquired subsidiaries and (xvi) economic conditions affecting the
Company's customers. Any significant cancellation or deferral of purchases of
the Company's products could have a material adverse effect on the Company's
business, financial condition and results of operations in any particular
quarter, and to the extent significant sales occur earlier than expected,
operating results for subsequent quarters may be adversely affected. The
Company's expense levels are based, in part, on its expectations as to future
revenues, and the Company may be unable to adjust spending in a timely manner to
compensate for any revenue shortfall. If revenues are below expectations,
operating results are likely to be adversely affected and net income may be
disproportionately affected because a significant portion of the Company's
expenses do not vary with revenues.
5
<PAGE>
Because of these factors, the Company believes that period-to-period
comparisons of its results of operations are not necessarily meaningful and
should not be relied upon as indications of future performance. Due to all of
the foregoing factors, in some future quarter the Company's operating results
may be below the expectations of public market analysts and investors.
SEASONALITY.
The Company's business has been seasonal with more orders being placed and
greater revenues being recognized in the first and second quarters than in the
third and fourth quarters. The Company believes that the concentration of order
placements in specific quarterly periods is due to customers' buying patterns
and budgeting cycles in the cable television industry. The Company anticipates
that these patterns will continue in the future. As a result, the Company's
results of operations have in the past and likely will in the future vary
seasonally in accordance with such purchasing activity. Due to the relatively
fixed nature of certain of the Company's costs throughout each quarterly period,
including personnel and facilities costs, the decline of revenues in any quarter
typically results in lower profitability in that quarter.
MANAGEMENT OF GROWTH.
The Company has experienced growth in revenues and expansion of its
operations which have placed significant demands on the Company's management,
administrative and operational resources. The Company believes that further
improvements in management and operational controls are needed, and would
continue to be needed to manage any future growth. Continued growth will also
require the Company to hire more technical, selling and marketing, support and
administrative personnel, expand manufacturing and customer service
capabilities, and update or expand management information systems. There can be
no assurance that the Company will be able to attract and retain the necessary
personnel to accomplish its growth strategies or that it will not experience
constraints that will adversely affect its ability to satisfy customer demand in
a timely fashion or to satisfactorily support its customers and operations.
Also, the Company may in the future acquire complementary service or product
lines, technologies or businesses, although the Company has no present
understandings, commitments or agreements with respect to any significant
acquisitions. If the Company's management is unable to manage growth effectively
or integrate any acquisition into the Company's operations successfully, the
Company's business, financial condition and results of operations could be
materially and adversely affected.
PRODUCT CONCENTRATION.
Through December 31, 1997, substantially all of the Company's revenues were
derived from the sale of the SeaChange SPOT System, movie systems and related
services. The Company's success depends in part on continued sales of the
SeaChange SPOT System, movie systems and the introduction of new products. A
decline in demand or average selling prices for the SeaChange SPOT System or
movie product lines, whether as a result of new product introductions by others,
price competition, technological change, inability to enhance the products in a
timely fashion, or otherwise, would have a material adverse effect on the
Company's business, financial condition and results of operations.
HIGHLY COMPETITIVE MARKET.
The market for digital video products is highly competitive. The Company
currently competes against suppliers of both analog tape-based and digital
systems in the advertisement insertion market and
6
<PAGE>
against both computer companies offering video server platforms and more
traditional movie application providers in the movie system market. When the
Company introduces products in the television broadcast market, the Company
expects to compete in that market against various computer companies offering
video server platforms and television equipment manufacturers. Due to the
rapidly evolving markets in which the Company competes, additional competitors
with significant market presence and financial resources, including computer
hardware and software companies and television equipment manufacturers, may
enter those markets, thereby further intensifying competition. Increased
competition could result in price reductions and loss of market share which
would adversely affect the Company's business, financial condition and results
of operations. Many of the Company's current and potential competitors have
greater financial, selling and marketing, technical and other resources than the
Company. Moreover, the Company's competitors may also foresee the course of
market developments more accurately than the Company. Although the Company
believes it has certain technological and other advantages over its competitors,
realizing and maintaining such advantages will require a continued high level of
investment by the Company in research and product development, marketing and
customer service and support. There can be no assurance that the Company will
have sufficient resources to continue to make such investments or that the
Company will be able to make the technological advances necessary to compete
successfully with its existing competitors or with new competitors.
DEPENDENCE ON EMERGING DIGITAL VIDEO MARKET.
Cable television operators and television broadcasters have historically
relied on traditional analog technology for video management, storage and
distribution. Digital video technology is still a relatively new technology and
requires a significant initial investment of capital. The Company's future
growth will depend both on the rate at which television operators convert to
digital video systems and the rate at which digital video technology expands to
additional market segments. There can be no assurance that the use of digital
video technology will expand among television operators or into additional
markets. Any failure by the market to accept digital video technology will have
a material adverse affect on the Company's business, financial condition and
results of operations.
RISKS ASSOCIATED WITH EXPANSION INTO NEW MARKETS.
To date, the Company's products have been purchased primarily by cable
television operators and telecommunications companies. The Company's success
depends in part on the penetration of new markets. In particular, the Company
plans to introduce several products for use by television broadcasters. These
broadcast products will be directed toward a market that the Company has not
previously addressed. There can be no assurance that the Company will be
successful in marketing and selling these new products to customers in the
broadcast television market. Any inability of the Company to penetrate this new
market would have a material adverse effect on the Company's business, financial
condition and results of operations.
RISK OF NEW PRODUCT INTRODUCTIONS.
The Company's future success requires that it develop and market additional
products that achieve significant market acceptance and enhance its current
products. The Company has recently introduced a new product which enables
television operators to provide video-on-demand and scheduled playback services
to hotels and apartments. The success of this product may depend in part on
relationships with movie content providers. There can be no assurance that the
Company will not experience difficulties that could delay or prevent the
successful development, introduction and marketing of this and other new
products and enhancements, or that its new products and enhancements
7
<PAGE>
will adequately meet the requirements of the marketplace and achieve market
acceptance. Announcements of currently planned or other new product offerings
may cause customers to defer purchasing existing Company products. Moreover,
there can be no assurance that, despite testing by the Company, and by current
and potential customers, errors or failures will not be found in the Company's
products, or, if discovered, successfully corrected in a timely manner. Such
errors or failures could cause delays in product introductions and shipments, or
require design modifications that could adversely affect the Company's
competitive position. The Company's inability to develop on a timely basis new
products, enhancements to existing products or error corrections, or the failure
of such new products or enhancements to achieve market acceptance could have a
material adverse effect on the Company's business, financial condition and
results of operations.
RAPID TECHNOLOGICAL CHANGE.
The markets for the Company's products are characterized by rapidly
changing technology, evolving industry standards and frequent new product
introductions and enhancements. Future technological advances in the television
and video industries may result in the availability of new products or services
that could compete with the solutions provided by the Company or reduce the cost
of existing products or services, any of which could enable the Company's
existing or potential customers to fulfill their video needs better and more
cost efficiently than with the Company's products. The Company's future success
will depend on its ability to enhance its existing digital video products,
including the development of new applications for its technology and to develop
and introduce new products to meet and adapt to changing customer requirements
and emerging technologies. There can be no assurance that the Company will be
successful in enhancing its digital video products or developing, manufacturing
and marketing new products which satisfy customer needs or achieve market
acceptance. In addition, there can be no assurance that services, products or
technologies developed by others will not render the Company's products or
technologies uncompetitive, unmarketable or obsolete, or that announcements of
currently planned or other new product offerings by either the Company or its
competitors will not cause customers to defer or fail to purchase existing
Company solutions. The failure of the Company to respond to rapidly changing
technologies related to digital video could have a material adverse effect on
the Company's business, financial condition and results of operations.
SIGNIFICANT CONCENTRATION OF CUSTOMERS.
The Company's customer base is highly concentrated among a limited number
of large customers, primarily due to the fact that the cable television and
telecommunications industries in the United States are dominated by a limited
number of large companies. A fairly limited number of customers account for a
significant percentage of the Company's revenues in any year. In 1995, 1996 and
1997, revenues from the Company's five largest customers represented
approximately 91%, 76% and 68%, respectively, of the Company's total revenues.
In each of 1995 and 1996, four customers each accounted for more than 10% of the
Company's revenues and in 1997 three customers accounted for more than 10% of
the Company's revenues, two of which accounted for more than 10% of the
Company's revenues in 1995, 1996 and 1997. The Company generally does not have
written continuing purchase agreements with its customers and does not have any
written agreements that require customers to purchase fixed minimum quantities
of the Company's products. The Company's sales to specific customers tend to
vary significantly from year to year depending upon such customers' budgets for
capital expenditures and new product introductions. In addition, the Company
derives a substantial portion of its revenues from products that have a selling
price in excess of $150,000. The Company believes that revenue derived from
current and future large customers will continue to represent a significant
proportion of its total revenues. The loss of, or reduced demand for products or
related
8
<PAGE>
services from, any of the Company's major customers could have a material
adverse effect on the Company's business, financial condition and results of
operations.
DEPENDENCE ON SOLE SOURCE SUPPLIERS AND THIRD PARTY MANUFACTURERS.
Certain key components of the Company's products are currently purchased
from a sole supplier, including a computer chassis manufactured by Trimm
Technologic Inc., a disk controller manufactured by Mylex Corporation, an MPEG-2
decoder card manufactured by Vela Research, Inc. and an MPEG-2 encoder
manufactured by Optivision, Inc. The Company does not have material written
supply agreements with these or any of its suppliers. The Company has in the
past experienced quality control problems, where products did not meet
specifications or were damaged in shipping, and delays in the receipt of such
components. These problems were generally of short duration and did not have a
material adverse effect on the Company. However, the Company may in the future
experience similar types of problems which could be more severe or more
prolonged. The inability to obtain sufficient key components as required, or to
develop alternative sources if and as required in the future, could result in
delays or reductions in product shipments which, in turn, could have a material
adverse effect on the Company's business, financial condition and results of
operations. Moreover, the Company relies on a limited number of third parties
who manufacture certain components used in the Company's products. While to date
there has been suitable third party manufacturing capacity readily available at
acceptable quality levels, there can be no assurance that such manufacturers
will be able to meet the Company's future volume or quality requirements or that
such services will continue to be available to the Company at favorable prices.
Any financial, operational, production or quality assurance difficulties
experienced by such third party manufacturers that result in a reduction or
interruption in supply to the Company could have a material adverse effect on
the Company's business, financial condition and results of operations.
REGULATION OF TELECOMMUNICATIONS AND TELEVISION INDUSTRIES.
The telecommunications and television industries are subject to extensive
regulation in the United States and other countries. The Company's business is
dependent upon the continued growth of such industries in the United States and
internationally. Although recent legislation has lowered the legal barriers to
entry for telecommunications companies into the United States multichannel
television market, there can be no assurance that such telecommunications
companies will successfully enter this or related markets. Moreover, the growth
of the Company's business internationally is dependent in part on similar
deregulation of the telecommunications industry abroad and there can be no
assurance that such deregulation will occur. Television operators are also
subject to extensive government regulation by the Federal Communications
Commission (''FCC'') and other federal and state regulatory agencies. These
regulations could have the effect of limiting capital expenditures by television
operators and thus could have a material adverse effect on the Company's
business, financial condition and results of operations. The enactment by
federal, state or international governments of new laws or regulations, changes
in the interpretation of existing regulations or a reversal of the trend toward
deregulation in these industries could adversely affect the Company's customers,
and thereby materially adversely affect the Company's business, financial
condition and results of operations.
LENGTHY SALES CYCLE.
Digital video products are relatively complex and their purchase generally
involves a significant commitment of capital, with attendant delays frequently
associated with large capital expenditures and implementation procedures within
an organization. Moreover, the purchase of such products typically
9
<PAGE>
requires coordination and agreement among a potential customer's corporate
headquarters and its regional and local operations. For these and other reasons,
the sales cycle associated with the purchase of the Company's digital video
products is typically lengthy and subject to a number of significant risks,
including customers' budgetary constraints and internal acceptance reviews, over
which the Company has little or no control. Based upon all of the foregoing, the
Company believes that the Company's quarterly revenues, expenses and operating
results are likely to vary significantly in the future, that period-to-period
comparisons of its results of operations are not necessarily meaningful and
that, in any event, such comparisons should not be relied upon as indications of
future performance.
DEPENDENCE ON KEY PERSONNEL AND HIRING OF ADDITIONAL PERSONNEL.
The Company's success depends to a significant degree upon the continued
contributions of its key management, engineering, selling and marketing and
manufacturing personnel, many of whom would be difficult to replace. The Company
does not have employment contracts with its key personnel. The Company believes
its future success will also depend in large part upon its ability to attract
and retain highly skilled managerial, engineering, selling and marketing,
finance and manufacturing personnel. Competition for such personnel is intense,
and there can be no assurance that the Company will be successful in attracting
and retaining such personnel. The loss of the services of any of the key
personnel, the inability to attract or retain qualified personnel in the future
or delays in hiring required personnel, particularly software engineers and
sales personnel, could have a material adverse effect on the Company's business,
financial condition and results of operations.
DEPENDENCE ON PROPRIETARY RIGHTS.
The Company's success and its ability to compete is dependent, in part,
upon its proprietary rights. The Company relies primarily on a combination of
patent, copyright, trademark and trade secret laws, as well as confidentiality
procedures and contractual provisions to protect its proprietary rights. There
can be no assurance that such measures will be adequate to protect the Company's
proprietary rights. The Company attempts to ensure that its products and
technology do not infringe the proprietary rights of third parties. The Company
received a letter in January 1996 stating that the Company's video insertion
system may be utilizing technology patented by a third party. The Company did
not respond to such letter and has received no further communication from the
holder of these patents. The Company does not believe that its products infringe
the patents mentioned in such letter. However, there can be no assurance that
the holder of these patents or other third parties will not assert infringement
claims against the Company in the future or that any such claim will not be
successful.
RISKS ASSOCIATED WITH INTERNATIONAL SALES.
Prior to 1996, the Company derived no significant revenues from
international operations. International sales accounted for approximately 5% and
12% of the Company's total revenues in the years ended December 31, 1996, and
1997, respectively. The Company expects that international sales will account
for a significant portion of the Company's business in the future. However,
there can be no assurance that the Company will be able to maintain or increase
international sales of its products. International sales are subject to a
variety of risks, including difficulties in establishing and managing
international distribution channels, in servicing and supporting overseas
products and in translating products into foreign languages. International
operations are subject to difficulties in collecting accounts receivable,
staffing and managing personnel and enforcing intellectual property rights.
Other factors that can also adversely affect international operations include
fluctuations in the value of foreign currencies
10
<PAGE>
and currency exchange rates, changes in import/export duties and quotas,
introduction of tariff or non-tariff barriers and economic or political changes
in international markets.
CONCENTRATION OF OWNERSHIP.
The Company's officers, directors and their affiliated entities, and other
holders of 5% or more of the Company's outstanding capital stock, together
beneficially owned approximately 64% of the outstanding shares of Common Stock
of the Company as of March 23, 1998. As a result, such persons will have the
ability to elect the Company's directors and to determine the outcome of
corporate actions requiring stockholder approval, irrespective of how other
stockholders of the Company may vote. This concentration of ownership may have
the effect of delaying or preventing a change in control of the Company which
may be favored by a majority of the remaining stockholders, or cause a change of
control not favored by the Company's other stockholders.
INTEGRATION OF ACQUIRED BUSINESSES.
The Company consummated its acquisition of SeaChange Asia in December 1997.
SeaChange Asia currently operates as a wholly-owned subsidiary of the Company.
The Company has limited experience in integrating acquired companies or
technologies into its operations. The Company may from time to time pursue the
acquisition of other companies, assets, products or technologies. There can be
no assurance that products, technologies, distribution channels, key personnel
and businesses of SeaChange Asia or any other acquired companies will be
successfully integrated into the Company's business or product offerings, or
that such integration will not adversely affect the Company's business,
financial condition or results of operations. There can be no assurance that
any acquired companies, assets, products or technologies will contribute
significantly to the Company's sales or earnings, that the sales and earnings
from acquired businesses will not be adversely affected by the integration
process or other factors. If the Company is not successful in the integration
of such acquired businesses, there could be an adverse impact on the financial
results of the Company. There can be no assurance that the Company will
continue to be able to identify and consummate suitable acquisition transactions
in the future.
POSSIBLE VOLATILITY OF STOCK PRICE.
There has been significant volatility in the market price of securities of
high technology companies. Factors such as announcements of technological
innovations by the Company, its competitors and other third parties, as well as
quarterly variations in the Company's results of operations and market
conditions in the industry, may cause the market price of the Company's Common
Stock to fluctuate significantly. In addition, the public stock markets have
historically experienced extreme price and trading volume volatility. This
volatility has significantly affected the market prices of securities of many
technology companies for reasons frequently unrelated to the operating
performance of the specific companies. These broad market fluctuations may
adversely affect the market price of the Company's Common Stock.
11
<PAGE>
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Stockholders. See "Selling Stockholders" and "Plan of
Distribution."
SELLING STOCKHOLDERS
The following table sets forth certain information regarding beneficial
ownership of the Shares and the number of shares as of April 30, 1998 which may
be offered for the account of the Selling Stockholders or their transferees,
distributees, pledgees, donees or other successors in interest from time to
time. All of the shares offered hereby were acquired in connection with the
Company's acquisition of SeaChange Asia. See "Plan of Distribution."
<TABLE>
<CAPTION>
Number of Shares Beneficially Number of Shares Number of
Owned to be Sold Shares
Prior to Offering (1) in the Offering (2) Beneficially Owned
Selling Stockholders Number Percent (3) Number Percent (3) After the Offering
- -------------------------------- ----------- -------------- ------- ---------- ------------------
<S> <C> <C> <C> <C> <C>
David Lampton 156,187(4) 1.1 154,687 1.1 (5)
Johnathan Edwards 154,687(6) 1.1 154,687 1.1 (5)
Philip Knudsen 6,876(7) * 3,126 * (5)
IPC Corporation Ltd. 312,500(8) 2.3 312,500 2.3 (5)
</TABLE>
- -----------------
*Less than 1%
(1) Except as otherwise indicated, the persons and entities named in the above
table have sole voting and investment power with respect to all shares
shown as beneficially owned by them. Beneficial ownership is determined in
accordance with the rules of the Commission, and includes voting and
investment power with respect to shares.
(2) Assumes that all of the Shares owned by each Selling Stockholder and
offered pursuant to this Prospectus are sold during the distribution
period.
(3) As of April 30, 1998, there were 13,620,372 shares of Common Stock
outstanding.
(4) Includes 1,500 shares of Common Stock issuable upon the exercise of stock
options, which options are exercisable within 60 days of April 30, 1998,
and includes 134,268 Shares pledged by Mr. Lampton to Bear, Stearns
Securities Corp. Also includes 20,419 Shares which are held in escrow
pursuant to the terms of an Escrow Agreement dated December 10, 1997 by and
among SeaChange, the Selling Stockholders and State Street Bank and Trust
Company (the "Escrow Agreement"). Such shares may not be released from
escrow and sold hereunder except in accordance with all terms and
conditions of the Escrow Agreement.
(5) Because the Selling Stockholders or their transferees, distributees,
pledgees, donees or other successors in interest may sell all or any part
of their Shares pursuant to this Prospectus, no estimate can be given as to
the number of Shares that will be held by each Selling Stockholder upon
termination of this offering.
12
<PAGE>
(6) Includes 20,419 Shares held in escrow pursuant to the terms of the Escrow
Agreement. Such Shares may not be released from escrow and sold hereunder
except in accordance with all terms and conditions of the Escrow Agreement.
(7) Includes 412 Shares held in escrow pursuant to the terms of the Escrow
Agreement. Such Shares may not be released from escrow and sold hereunder
except in accordance with all terms and conditions of the Escrow Agreement.
Also includes 3,750 shares of Common Stock issuable upon the exercise of
stock options, which options are exercisable within 60 days of April 30,
1998.
(8) Includes 41,250 Shares held in escrow pursuant to the terms of the Escrow
Agreement. Such Shares may not be released from escrow and sold hereunder
except in accordance with all terms and conditions of the Escrow Agreement.
Since the acquisition of SeaChange Asia on December 10, 1997, Messrs.
Knudsen and Lampton have been employees of GuestServe Networks, Inc., a
wholly-owned subsidiary of the Company. Mr. Edwards is the president of a
company which has provided consulting services to the Company since
December 10, 1997. IPC Corporation Ltd. has not had a material relationship
with the Company or any of its affiliates since the acquisition of
SeaChange Asia on December 10, 1997.
13
<PAGE>
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold from time to time by the Selling
Stockholders acting as principals for their own account. The Company is
responsible for the expenses incurred in connection with the registration of the
Shares. The Company will receive none of the proceeds from this offering. The
Selling Stockholders will pay or assume brokerage commissions or other charges
and expenses incurred in the sale of the Shares. In addition, the Company has
agreed to indemnify the Selling Stockholders against certain liabilities,
including liabilities under the Securities Act, and the Selling Stockholders
have agreed to indemnify the Company against certain liabilities, including
liabilities under the Securities Act.
The distribution of the Shares by the Selling Stockholders is not currently
subject to any underwriting agreement. The Shares covered by this Prospectus
may be sold by the Selling Stockholders or their transferees, distributees,
pledgees, donees, or other successors in interest from time to time. Such sales
may be made at fixed prices that may be changed, at market prices prevailing at
the time of sale, at prices related to such prevailing market prices, or at
negotiated prices. Such sales may be effected in the over-the-counter market,
on the National Association of Securities Dealers Automated Quotation System, on
the Nasdaq National Market, or on any exchange on which the Shares may then be
listed. The Shares may be sold by one or more of the following: (a) one or
more block trades in which a broker or dealer so engaged will attempt to sell
all or a portion of the Shares held by the Selling Stockholders as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this Prospectus; (c) ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
(d) in negotiated transactions; and (e) through other means. The Selling
Stockholders may effect such transactions by selling Shares to or through
broker-dealers, and such broker-dealers will receive compensation in negotiated
amounts in the form of underwriting discounts, concessions, commissions or fees
from the Selling Stockholders and/or the purchasers of the Shares for whom such
broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation to a particular broker-dealer might be in excess of
customary commissions). Such brokers or dealers or the participating brokers or
dealers and the Selling Stockholders may be deemed to be "underwriters" within
the meaning of the Securities Act, in connection with such sales, and any
commissions received by such broker-dealers may be deemed to be underwriting
compensation.
The Company has informed the Selling Stockholders that the antimanipulation
rules under the Securities Exchange Act of 1934 (including, without limitation,
Rule 10b-5 and Regulation M - Rule 102) may apply to sales in the market and
will furnish the Selling Stockholders upon request with a copy of these Rules.
The Company will also inform the Selling Stockholders of the need for delivery
of copies of this Prospectus.
Any shares covered by the Prospectus that qualify for sale pursuant to Rule
144 under the Securities Act may be sold under Rule 144 rather than pursuant to
this Prospectus.
The Company agreed to file a Registration Statement to register the resale
of the Shares and to use its reasonable efforts to maintain the effectiveness of
the Registration Statement until the earlier of (A) December 10, 1998, or (B)
the date on which no Shares originally held by the Selling Stockholders remain
unsold.
14
<PAGE>
The Selling Stockholders are not restricted as to the price or prices at
which they may sell their Shares. Sales of such Shares at less than the market
prices may depress the market price of the Company's Common Stock. During the
effective time of this Prospectus, the Selling Stockholders have agreed to
potential restrictions on resale if notified by the Company of a potential
material event that could have a material effect on the Company's business and
financial condition, for a period commencing upon such notice and ending upon
notice by the Company that such potential material event either has been
disclosed to the public or no longer constitutes a potential material event.
Notwithstanding the foregoing, the Company has agreed that the maximum aggregate
number of days during which the resale rights of the Selling Stockholders may be
suspended during the distribution period shall not exceed 60 days. The Selling
Stockholders are not restricted as to the number of Shares which may be sold at
any one time, and it is possible that a significant number of Shares could be
sold at the same time.
ChaseMellon Shareholder Services, L.L.C., 111 Founders Plaza, Suite 1100,
East Hartford, Connecticut 06108 is the transfer agent for the Company's Common
Stock.
LEGAL MATTERS
Certain legal matters with respect to the issuance of the Shares are being
passed upon for the Company by Testa, Hurwitz & Thibeault, LLP, Boston,
Massachusetts.
EXPERTS
The consolidated financial statements and the Financial Statement Schedule
incorporated in this Prospectus by reference to the Annual Report on Form 10-K
for the year ended December 31, 1997, have been so incorporated in reliance on
the report of Price Waterhouse LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
15
<PAGE>
- --------------------------------------------------------------------------------
No person has been authorized to give any information or to make any
representation other than those contained in this Prospectus and, if given or
made, such information or representation must not be relied upon as having been
authorized by the Company, any Selling Stockholder or any other person. This
Prospectus does not constitute an offer to sell or a solicitation of an offer in
any jurisdiction in which such offer or solicitation would be unlawful or to any
person to whom it is unlawful. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, create an implication that
there has been no change in the affairs of the Company or that information
contained herein is correct as of any time subsequent to this date hereof.
-----------
TABLE OF CONTENTS
Page
Available Information..................................................... 2
Incorporation of Certain Information by Reference......................... 2
The Company............................................................... 4
Risk Factors.............................................................. 5
Use of Proceeds........................................................... 12
Selling Stockholders...................................................... 12
Plan of Distribution...................................................... 14
Legal Matters............................................................. 15
Experts................................................................... 15
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
625,000 SHARES
SEACHANGE INTERNATIONAL, INC.
COMMON STOCK
----------
PROSPECTUS
----------
June 9, 1998
- --------------------------------------------------------------------------------
