SeaChange Adopts Tax Benefits Preservation Plan to Protect Tax Assets
March 11th, 2019
Shareholders to Vote on Tax Benefits Preservation Plan at 2019 Annual Meeting
ACTON, Mass., March 5, 2019 Video delivery platform leader SeaChange International, Inc. ( SeaChange or the Company ) (NASDAQ: SEAC) today announced that its Board of Directors has adopted a Tax Benefits Preservation Plan (the plan ) to protect and preserve the usability of certain tax assets primarily associated with net operating loss carryforwards ( NOLs ), which may be used to reduce its potential future tax liabilities. SeaChange intends to submit the plan, which is effective immediately and similar to tax benefit preservation plans adopted by many other public companies with significant tax assets, for shareholder ratification at its 2019 Annual Meeting of Shareholders.
As of January 31, 2019, the Company had U.S. federal NOLs in excess of $115 million.
SeaChange's use of its NOLs could be substantially limited if the Company experiences an ownership change as defined in Section 382 of the Internal Revenue Code. In general, an ownership change occurs if there is a cumulative change in the Company's 5-percent shareholders (as defined in Section 382 of the Internal Revenue Code) that increases their ownership in the Company by more than 50 percentage points over the lowest percentage owned by such shareholders at any time during the prior three years, on a rolling basis.
In connection with the adoption of the plan, on March 4, 2019, the Board of Directors declared a dividend of one preferred share purchase right (a Right ) for each outstanding share of the Company's common stock to holders of record as of the close of business on March 15, 2019. The Rights will become exercisable on the tenth business day subsequent to the date a person or group becomes an Acquiring Person after adoption of the plan without meeting certain customary exceptions or a person or group commences or announces an intention to commence a tender or exchange offer pursuant to which it will become an Acquiring Person . Under the plan, an Acquiring Person is a person or group who acquires, without Board approval, 4.9% or more of the Company's common stock. Shareholders owning 4.9% or more of SeaChange's outstanding shares at the time of adoption of the plan are grandfathered in and will only become Acquiring Persons if they acquire an additional 0.5% or more of SeaChange's outstanding shares. In addition, in its discretion, the Board may exempt certain persons whose acquisition of securities is determined by the Board not to jeopardize the availability of the Company's NOLs or other tax assets and may also exempt certain transactions. In the event a person or group becomes an Acquiring Person, each Right would become exercisable and entitle shareholders (other than 5-percent shareholders or other Acquiring Persons ) to purchase additional shares of common stock of SeaChange at a significant discount, resulting in significant dilution to the economic interest and voting power of the 5-percent shareholder or Acquiring Person.
Generally, the Rights will expire on the earliest of (i) the date on which the Rights are redeemed or exchanged under the plan, (ii) the determination by the Board that the protection of the Company's tax assets is not required by the plan, (iii) the fifth business day following the filing by the Company of the voting results from the 2019 annual meeting of shareholders should the plan not be approved by the Company's shareholders, and (iv) March 4, 2022.
Subject to customary limitations, the plan may be amended, redeemed or terminated by the SeaChange Board of Directors at any time prior to being triggered or its expiration.
Additional details regarding the plan are contained in a Form 8-K to be filed by SeaChange with the U.S. Securities and Exchange Commission.
About SeaChange International
For 25 years, SeaChange (Nasdaq: SEAC) has pioneered innovative solutions to help video providers around the world manage and monetize their content. As the video industry rapidly evolves to meet the anytime, anywhere demands of today's viewers, SeaChange's comprehensive content, business, viewer experience and advertising management solutions provide a mature, network-agnostic, cloud-enabled platform of scalable core capabilities that video service providers, broadcasters, content owners and brand advertisers need to create the personalized, indivisual experiences that drive viewer engagement and monetization. For more information, please visit www.seachange.com.
Safe Harbor Provision
Any statements contained in this press release that do not describe historical facts, including with respect to the plan and NOLs, are neither promises nor guarantees and may constitute forward-looking statements as that term is defined in the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include words such as may, might, will, should, expects, plans, anticipates, believes, estimates, predicts, potential or continue, the negative of these terms and other comparable terminology. Any such forward-looking statements contained herein are based on current assumptions, estimates and expectations, but are subject to a number of known and unknown risks and significant business, economic and competitive uncertainties that may cause actual results to differ materially from expectations. Numerous factors could cause actual future results to differ materially from current expectations expressed or implied by such forward-looking statements, including the risks and other risk factors detailed in various publicly available documents filed by the Company from time to time with the Securities and Exchange Commission (SEC), whic
Most recent headlines
18/12/2025
Share Share by:
Copy link
Facebook
X
Whatsapp
Pinterest
Flipboard...
18/12/2025
Share Share by:
Copy link
Facebook
X
Whatsapp
Pinterest
Flipboard...
18/12/2025
Share Share by:
Copy link
Facebook
X
Whatsapp
Pinterest
Flipboard...
18/12/2025
Long-term agreement includes the SES SCORE platform and hybrid distribution worldwide to deliver more than 5,000 hours of golf tournaments annually featuring th...
18/12/2025
At 7.45pm on 1st January 1926, the precursor to RT , then 2RN, delivered the fledgling new Irish state's first public radio transmission. From those first c...
18/12/2025
Step out of the vault and into the future of gaming with Fallout: New Vegas streaming on GeForce NOW, just in time to celebrate the newest season of the hit Ama...
18/12/2025
December 18 2025, 05:30 (PST) The Movie Experience SLO Becomes First U.S. Exhib...
17/12/2025
Investigative journalists across the Western Balkans and T rkiye continue to con...
17/12/2025
Sports Broadcasting Hall of Fame Inducts 10 Industry Icons During Unforgettable ...
17/12/2025
ESPN to Debut MNF Playbook with Next Gen Stats, a New AI-Driven NFL Data-AltCastThe series, powered by Adrenaline TruPlay AI, launches Dec. 22 and runs through ...
17/12/2025
Inaugural Optum Golf Channel Games Debut Under the Lights' in Primetime on ...
17/12/2025
The right playlist is essential on New Year's Eve, building the energy as you get ready and keeping it high as you count down to midnight. This year, Spotif...
17/12/2025
eds3_5_jq(document).ready(function($) { $(#eds_sliderM519).chameleonSlider_2_1({...
17/12/2025
Audiences Watched Over 103 Billion Minutes of TV on Thanksgiving Day
NFL Games ...
17/12/2025
Share Share by:
Copy link
Facebook
X
Whatsapp
Pinterest
Flipboard...
17/12/2025
Share Share by:
Copy link
Facebook
X
Whatsapp
Pinterest
Flipboard...
17/12/2025
Share Share by:
Copy link
Facebook
X
Whatsapp
Pinterest
Flipboard...
17/12/2025
Share Share by:
Copy link
Facebook
X
Whatsapp
Pinterest
Flipboard...
17/12/2025
Share Share by:
Copy link
Facebook
X
Whatsapp
Pinterest
Flipboard...
17/12/2025
Share Share by:
Copy link
Facebook
X
Whatsapp
Pinterest
Flipboard...
17/12/2025
Share Share by:
Copy link
Facebook
X
Whatsapp
Pinterest
Flipboard...
17/12/2025
Share Share by:
Copy link
Facebook
X
Whatsapp
Pinterest
Flipboard...
17/12/2025
Share Share by:
Copy link
Facebook
X
Whatsapp
Pinterest
Flipboard...
17/12/2025
Share Share by:
Copy link
Facebook
X
Whatsapp
Pinterest
Flipboard...
17/12/2025
Share Share by:
Copy link
Facebook
X
Whatsapp
Pinterest
Flipboard...
17/12/2025
KPop Demon Hunters Stars Visit Berklee for Weeklong Celebration Andrew Choi and EJAE, who voiced the film's main characters and contributed to its soundtr...
17/12/2025
December 17 2025, 17:00 (PST) Dolby and LG Unveil a New Era of Home Audio With ...
17/12/2025
Wednesday 17 December 2025
Heated Rivalry will be coming to Sky and streaming service NOW on 10 JanuaryTurn on cookies to view this content. Go to Privacy opti...
17/12/2025
Back to All News
Inside The Unseen World Of Indian Customs: Netflix Reveals The...
17/12/2025
Back to All News
Netflix announces PAPARAZZI KING: the docu series coming to Ne...
17/12/2025
Back to All News
Netflix Unveils First Look at Jo Nesbo's Detective Hole Pr...
17/12/2025
Back to All News
Netflix Welcomes Warner Bros. Discovery Board Recommendation
Business
17 December 2025
Global
Link copied to clipboard
After Careful Revi...
17/12/2025
RT has announced that Kathy Fox has been appointed Commissioning Editor with re...
17/12/2025
The Hao AI Lab research team at the University of California San Diego - at the forefront of pioneering AI model innovation - recently received an NVIDIA DGX B...
17/12/2025
Editor's note: This post is part of Into the Omniverse, a series focused on ...
17/12/2025
With the new season of Dancing with the Stars shimmering in the not-too-distant future this New Year, the celebrity and dancer pairings of the twelve couples ha...
16/12/2025
Hawkins has landed on Spotify, just in time for Stranger Things Season 5, Volume...
16/12/2025
Wherever you are, your favorite music and audio content should go seamlessly with you. That's why Spotify has partnered with NAVER Corp, Korea's leading...
16/12/2025
2025 Wrapped arrived bigger and bolder than ever. This year's experience is designed to be ultra personal and shareable, with new features like Wrapped Part...
16/12/2025
Three 12-kilowatt Advanced Electric Propulsion System thrusters, supplied by L3Harris Technologies, form the core of Gateway's propulsion system. Pictured i...
16/12/2025
The challenge facing America's defense industrial base is not just about speed - its about rebuilding the foundation that makes speed possible. Our nations ...
16/12/2025
Share Share by:
Copy link
Facebook
X
Whatsapp
Pinterest
Flipboard...
16/12/2025
SEVILLE, Spain Canal Sur, the public broadcasting service for Andalusia, Spain, has completed a total technology refresh based on Pebble's resilient, softwa...
16/12/2025
NEW YORK Teleprompting hardware provider Telescript International has acquired all software code and intellectual property previously owned by Telescript West. ...
16/12/2025
As cable operators face increased competition from 5G fixed wireless access providers, a new report from Ookla Research finds that T-Mobile is the FWA speed lea...
16/12/2025
Apple has announced a major upgrade to the Apple TV app for device owners outside the Apple ecosystem with news that the Apple TV app for Android now supports G...
16/12/2025
Space42 grows Direct-to-Device partner ecosystem through a Memorandum of Underst...
16/12/2025
16 Dec 2025
VEON Announces Release Date for Full Year and Fourth Quarter 2025 R...
16/12/2025
16 Dec 2025
VEON's Kyivstar Invests in Renewable Energy in Ukraine with Acq...
SeaChange Adopts Tax Benefits Preservation Plan to Protect Tax Assets 
