Attached files
| file | filename |
|---|---|
| EX-10.1 - SEACHANGE INTERNATIONAL INC | v199611_ex10-1.htm |
| EX-99.1 - SEACHANGE INTERNATIONAL INC | v199611_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): October
19, 2010
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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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||||
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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
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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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
(b)
SeaChange
International, Inc. (“SeaChange”) and Bruce Mann reached a mutual agreement that
Mr. Mann would cease to be SeaChange’s Senior Vice President, Network Storage
Engineering and that his employment with SeaChange would terminate, effective
October 19, 2010. In connection with this, SeaChange and Mr. Mann
entered into a separation agreement, dated as of October 19,
2010. Under the terms of the separation agreement, Mr. Mann will
receive a gross amount equal to 32 weeks of his base salary, payable in equal
installments on the Corporation’s regular payroll schedule, and restricted stock
units for 31,170 shares of the Corporation’s common stock previously granted to
Mr. Mann were accelerated to be fully vested.
Mr. Mann
remains bound by the terms of his previously executed Noncompetition,
Nondisclosure and Developments Agreement which provides for a one-year
post-employment noncompetition and nonsolicitation period.
A copy of
Mr. Mann’s separation agreement is attached hereto as Exhibit 10.1.
(e) See
Item 5.02(b) above.
Item
7.01. Regulation FD Disclosure.
On
October 21, 2010, SeaChange issued a press release regarding SeaChange’s Board
of Directors. A copy of the press release is furnished as Exhibit
99.1 to this report.
The information contained in this Item
7.01 and Exhibit 99.1 attached and incorporated herein by reference, is being
furnished and shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of
1933, as amended. This information shall not be incorporated by
reference into any filing with the U.S. Securities and Exchange Commission made
by SeaChange, whether made before or after the date hereof, regardless of any
general incorporation language in such filings.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
The
following Exhibits are furnished as part of this report:
| Exhibit No. | Description |
|
10.1
|
Separation
Agreement and General Release, dated as of October 19, 2010, by and
between SeaChange International, Inc. and Bruce
Mann.
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99.1
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Press
release issued by SeaChange International, Inc. dated October 21,
2010.
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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.
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SEACHANGE
INTERNATIONAL, INC.
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|||
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By:
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/s/ Kevin M. Bisson | |
| Kevin M. Bisson | |||
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Chief
Financial Officer, Treasurer, Secretary
and
Senior Vice President, Finance and
Administration
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|||
Dated: October
21, 2010
EXHIBIT
INDEX
| Exhibit No. | Description |
|
10.1
|
Separation
Agreement and General Release, dated as of October 19, 2010, by and
between SeaChange International, Inc. and Bruce
Mann.
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|
99.1
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Press
release issued by SeaChange International, Inc. dated October 21,
2010.
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