SEACHANGE INTERNATIONAL INC : Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Sublease Agreement

On December 19, 2019 SeaChange International, Inc. ("SeaChange") and Saucony, Inc. ("Saucony") entered into a Sublease Agreement (the "Agreement") for approximately 17,077 square feet of rentable space at 10 CityPoint, 500 Totten Pond Road, Waltham, Massachusetts 02451 for an initial term through February 28, 2025 with an option to extend the sublease until February 28, 2028. On January 3, 2020 the landlord, The Trustees of ZEE EM Trust II, consented to the execution of the Agreement between Saucony and SeaChange, at which time the Agreement became effective.

NOL Plan

Effective January 6, 2020, SeaChange determined that The Vanguard Group, Inc. ("Vanguard") shall not be deemed an "Acquiring Person" pursuant to the terms of the Tax Benefits Preservation Plan, dated as of March 4, 2019 (the "NOL Plan"), between SeaChange and Computershare Inc., as Rights Agent, on the basis of a representation letter, dated as of January 3, 2020, from Vanguard on the basis of which SeaChange determined that Vanguard did not jeopardize or endanger SeaChange's ability to utilize "Tax Benefits", as defined in the NOL Plan. A copy of the representation letter is filed herewith as Exhibit 4.1.

Item 3.03. Material Modification to Rights of Security Holders

The information set forth under Item 1.01 above of this Current Report on Form 8-K under the heading "NOL Plan" is incorporate into this Item 3.03 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits




Exhibit
  No.

4.1            Letter agreement, dated as of January 3, 2019, by and between
             SeaChange International, Inc. and The Vanguard Group, Inc.

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