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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 26, 2000
REGISTRATION NO. 333-52257
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SEACHANGE INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 04-3197974
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
124 ACTON STREET
MAYNARD, MASSACHUSETTS 01754
(978) 897-0100
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
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WILLIAM C. STYSLINGER, III
PRESIDENT AND CHIEF EXECUTIVE OFFICER
124 ACTON STREET
MAYNARD, MASSACHUSETTS 01754
(978) 897-0100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES 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.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.[_]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box.[_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration number of the earlier
effective registration statement for the same offering.[_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[_]
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act of 1933, check the following box.
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The Registrant hereby removes from registration under this Registration
Statement (333-52257) the 937,500 shares of Common Stock, par value $.01 per
share (the "Offered Shares"), registered hereunder that have not been sold
pursuant to this Registration Statement. As of the date hereof, 4,071 of the
Offered Shares have been sold or otherwise transferred by selling stockholders
under this Registration Statement. Pursuant to the Registrant's Undertaking in
Item 17 of this Registration Statement, the Registrant hereby removes from
registration those of the Offered Shares that have not been sold pursuant to
this Registration Statement prior to the date hereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 1 to this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston and Commonwealth
of Massachusetts on May 24, 2000.
SEACHANGE INTERNATIONAL, INC.
By: /s/ William C. Styslinger, III
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William C. Styslinger, III
President, Chief Executive Officer,
Chairman of the Board and Director
POWER OF ATTORNEY AND SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title(s) Date
- ------------------------------------- ------------------------------------------------- -------------------
<S> <C> <C>
/s/ William C. Styslinger, III President, Chief Executive Officer, Chairman of May 24, 2000
- ------------------------------------- the Board and Director (Principal Executive
William C. Styslinger, III Officer)
/s/ William L. Fiedler Chief Financial Officer, Treasurer and Vice May 24, 2000
- ------------------------------------- President, Finance and Administration (Principal
William L. Fiedler Financial and Accounting Officer)
* Director May 24, 2000
- -------------------------------------
Martin R. Hoffmann
* Director May 24, 2000
- -------------------------------------
Paul H. Saunders
* Director May 24, 2000
- -------------------------------------
Carmine Vona
*By: /s/ William C. Styslinger, III May 24, 2000
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William C. Styslinger, III
Attorney-in-Fact
</TABLE>
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