exhibit10-2.htm


    

     

    
      	Contact:	      	Jim Sheehan	      	Martha Schaefer
	  	
            	SeaChange PR	 	SeaChange IR
	  	
            	1-978-897-0100 x3064	
            	1-978-897-0100 x3030
	  	 	jim.sheehan@schange.com	
            	martha.schaefer@schange.com


    


    SEACHANGE ANNOUNCES SETTLEMENT AGREEMENT WITH
RAMIUS
Edward Terino and Raghu Rau to Be Appointed to SeaChange Board of
Directors 

     

    ACTON, Mass. (June 3, 2010)
– SeaChange International,
Inc. (NASDAQ: SEAC), the leading provider of software and hardware solutions for
video-on-demand (VOD) television, announced today that it has reached an
agreement with Ramius LLC and certain of its affiliates. Under the terms of the
agreement, SeaChange will increase the size of its Board of Directors from six
(6) to eight (8) members, and appoint Edward Terino and Raghu Rau to its Board.
SeaChange will also nominate Edward Terino for election at the 2010 Annual
Meeting of Shareholders, which is scheduled for July 15, 2010. As part of the
settlement agreement, Ramius has withdrawn its nomination of director candidates
to SeaChange’s Board and will vote in favor of each of the Board’s nominees for
election at the 2010 Annual Meeting of Shareholders. 

     

         “We welcome open dialogue with and input from our shareholders, and are
pleased to have reached this agreement with Ramius,” commented Bill Styslinger,
Chairman and CEO of SeaChange. “We are delighted to add Ed and Raghu to the
Board, as each will bring extensive experience and a strong track record of
leadership to the SeaChange Board.” 

     

         Styslinger added, “Our Board and
management team remain committed to serving the best interests of all SeaChange
shareholders. We continue to explore strategic actions with regard to our
portfolio of businesses in order to deepen our focus on software while currently
taking action to improve the profitability of our video server business. Our
Company is committed to reaching pre-tax margins within the Software segment of
10% for the full year fiscal 2011 and 15% for the full year fiscal 2012 through
R&D cost reductions and other measures within our control, and the Media
Services segment is expected to continue its profitable growth. Our objective is
to achieve a 15% pre-tax margin for the entire Company.” 

     

         On behalf of Ramius, Peter Feld,
Managing Director, remarked, “We are pleased to have worked constructively with
SeaChange with the shared goal of enhancing value for all shareholders. We
support the Company’s strategy of focusing on its core software business and its
commitment to significantly improve the profitability of the Company. We are
confident that the appointments of Ed Terino and Raghu Rau to the Board will strengthen SeaChange and help to
create value for all shareholders.” 

     

        The complete
Agreement will be included as an exhibit to the Company’s Current Report on Form
8-K to be filed with the Securities and Exchange Commission.


     

    

    
    

     

    Mr. Edward Terino (56) 
     Mr. Terino is President of GET Advisory
Services, LLC, a strategic and financial management consulting firm focused on
the technology and maritime industries, which he founded in 2009. From 2005
until December 2008, Mr. Terino served as the Chief Executive Officer and Chief
Financial Officer of Arlington Tankers Ltd., an international seaborne
transporter of crude oil and petroleum products, where he successfully led the
merger of Arlington with General Maritime Corporation in late 2008. From 1996 to
2005, Mr. Terino held Senior Vice President and Chief Financial Officer
positions with several enterprise software companies including Art Technology
Group, Inc., a provider of Internet-based e-commerce and customer service
software focused on the Global 1000 market. Prior to Art Technology Group, Inc.,
Mr. Terino served as Senior Vice President, Chief Financial Officer, Treasurer
and Secretary of Applix, Inc., a provider of business intelligence software
solutions. Mr. Terino also spent eleven years at Houghton Mifflin Company, a
leading educational publisher in the U.S. in various senior financial management
positions and nine years at Deloitte & Touche in its consulting services
group. Mr. Terino was appointed to serve as a Director of S1 Corporation in
April 2007, Phoenix Technologies Ltd. In November 2009, and Baltic Trading
Limited in March 2010. Mr. Terino is Chairman of the Audit Committees and is a
member of the Compensation Committees for all three companies. From October 1999
until March 2006, Mr. Terino served as a Director of EBT International Inc.,
which was liquidated in 2006. Mr. Terino holds a B.S. degree from Northeastern
University and an MBA from Suffolk University. 

     

    Mr. Raghavendra Rau (61) 
     Mr. Raghavendra (Raghu) Rau, 61, is a
strategic advisor specializing in global marketing and business strategy and
venture capital and market development for high-technology companies. Mr. Rau
currently serves on the Marketing Advisory Board of Cleversafe, Inc., a provider
of dispersed data storage technologies, and on the Strategic Advisory Board of
IOCOM Integrated Communications, a provider of software and related services to
companies, research labs, and government institutions. From 1992 to 2008, Mr.
Rau held a number of positions with Motorola, Inc., including leadership
positions in marketing and strategy, most recently serving as the Senior Vice
President, Mobile TV Solutions Business from 2007 to 2008. Since May 2010, Mr.
Rau has also served as a director of Microtune, Inc., a designer of advanced
radio frequency electronics.


     

    About
SeaChange 
     SeaChange International is a leading provider
of software applications, services and integrated solutions for video-on-demand
(VOD), digital advertising, and content acquisition monetization and management.
Its powerful open VOD and advertising software and scalable hardware enable
cable and telco operators, as well as broadcasters, to provide new on-demand
services and to gain greater efficiencies in advertising and content delivery.
With its Emmy Award-winning and patented technology, thousands of SeaChange
deployments are helping broadband, broadcast and satellite television companies
to streamline operations, expand services and increase revenues. Headquartered
in Acton, Massachusetts, SeaChange has product development, support and sales
offices around the world. Visit www.schange.com.


     

    About Ramius
LLC 
     Ramius LLC is an investment advisor that
manages assets in a variety of alternative investment strategies. Ramius LLC is
headquartered in New York with offices located in London, Luxembourg, Tokyo,
Hong Kong and Munich. 

     

    

    
    

     

    Safe Harbor Provision 

     

    Statements in this
release may contain certain forward-looking statements. All statements included
in this release concerning activities, events or developments that SeaChange
expects, believes or anticipates will or may occur in the future are
forward-looking statements. Actual results could differ materially from the
results discussed in the forward-looking statements. Forward-looking statements
are based on current expectations and projections about future events and
involve known and unknown risks, uncertainties and other factors that may cause
actual results and performance to be materially different from any future
results or performance expressed or implied by forward-looking statements.
Further information on factors that could cause actual results to differ from
those anticipated is detailed in various publicly available documents made by
SeaChange from time to time with the Securities and Exchange Commission,
including but not limited to, those appearing at Item 1A under the caption “Risk
Factors” in SeaChange’s Annual Report on Form 10-K filed with the Commission on
April 9, 2010. Any forward-looking statements should be considered in light of
those factors. SeaChange cautions readers not to place undue reliance on any
such forward-looking statements, which speak as of the date they are made.
SeaChange disclaims any obligation to publicly update or revise any such
statements to reflect any change in SeaChange’s expectations or events,
conditions or circumstances on which any such statements may be based, or that
may affect the likelihood that actual results may differ from those set forth in
the forward-looking statements. 

     

    SeaChange will file a
proxy statement in connection with its 2010 Annual Meeting of Shareholders.
Shareholders are strongly advised to read the proxy statement when it becomes
available because it contains important information. Investors will be able to
obtain the proxy statement, any amendments or supplements to the proxy statement
and other documents filed by the Company with the SEC at www.sec.gov. Copies of
the proxy statement and any amendments and supplements will also be available
for free at the Company’s website at www.schange.com or by
writing to SeaChange, 50 Nagog Park, Acton, MA 01720, Attention: Investor
Relations. Detailed information regarding the names, affiliations and interests
of individuals who may be deemed participants in the solicitation of proxies of
the Company’s shareholders will be available on a Schedule 14A filed with the
SEC.