Form SC 13G SEACHANGE INTERNATIONAL Filed by: Roumell Asset Management, LLC
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
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SeaChange International, Inc.
(Name of Issuer) |
| Common Stock |
(Title of Class of Securities)
811699107
(CUSIP Number)
July 28, 2015
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
o Rule 13d-1(c)
o Rule 13d-1(d)
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 811699107
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13G
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Page 2 of 7 Pages
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1.
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Name of Reporting Person.
I.R.S. Identification Nos. of above persons (entities only).
Roumell Asset Management, LLC (“RAM”)
52-2145132
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2.
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Check the Appropriate Box if a Member of a Group
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(a) x
(b) o
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Maryland
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
835,630*
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6.
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Shared Voting Power
649,680
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7.
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Sole Dispositive Power
835,630*
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8.
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Shared Dispositive Power
649,680
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,458,310
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
o Not Applicable
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11.
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Percent of Class Represented by Amount in Row (9)
Approximately 4.5% (based on the 33,308,575 shares of common stock outstanding as of June 2, 2015, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2015).
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12.
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Type of Reporting Person
IA
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* Represents shares held by the Roumell Opportunistic Value Fund (the “Fund”). See Item 6 for more information.
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CUSIP No. 811699107
|
13G
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Page 3 of 7 Pages
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1.
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Name of Reporting Person.
I.R.S. Identification Nos. of above persons (entities only).
James C. Roumell (“Roumell”)
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2.
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Check the Appropriate Box if a Member of a Group
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(a) x
(b) o
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3.
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SEC Use Only
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|||
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4.
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Citizenship or Place of Organization
U.S.A.
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|||
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
|
Sole Voting Power
835,630*
|
||
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6.
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Shared Voting Power
649,680**
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|||
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7.
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Sole Dispositive Power
835,630*
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8.
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Shared Dispositive Power
649,680**
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,458,310**
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
o Not Applicable
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|||
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11.
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Percent of Class Represented by Amount in Row (9)
Approximately 4.5% (based on the 33,308,575 shares of common stock outstanding as of June 2, 2015, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2015).
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12.
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Type of Reporting Person
IN
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* Consists of 835,630 shares held by the Fund. See Item 6 for more information.
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**
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Roumell is the President of RAM and holds a controlling percentage of its outstanding voting securities and, as a result of his position with and ownership of securities of RAM, Roumell could be deemed the beneficial owner of the shares held by RAM.
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CUSIP No. 811699107
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13G
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Page 4 of 7 Pages
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Item 1(a).
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Name of Issuer:
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SeaChange International, Inc.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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50 Nogg Park
Acton, MA 01720
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Item 2(a).
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Name of Persons Filing:
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1. Roumell Asset Management, LLC
2. James C. Roumell
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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2 Wisconsin Circle, Suite 660, Chevy Chase, MD 20815
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Item 2(c).
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Citizenship:
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1. RAM – Maryland
2. Roumell – U.S.A.
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Item 2(d).
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Title of Class of Securities:
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Common Stock
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Item 2(e).
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CUSIP Number:
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811699107
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| Item 3. | If this statement is filed pursuant to Rule 13(d)-1(b), or 13(d)-2(b), or (c), check whether the person filing is a: | |
| (a) | o Broker or dealer registered under Section 15 of the Exchange Act. | |
| (b) | o Bank as defined in Section 3(a)(6) of the Exchange Act. | |
| (c) | o Insurance company as defined in Section 3(a)(19) of the Exchange Act. | |
| (d) | o Investment company registered under Section 8 of the Investment Company Act of 1940. | |
| (e) | x*An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). | |
| (f) | o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). | |
| (g) | x*A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). | |
| (h) | o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. | |
| (i) | o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. | |
| (j) | o Group, in accordance with Rule 13d-1(b)(1)(ii)(J). | |
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*
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RAM is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Roumell is the President of RAM and holds a controlling percentage of its outstanding voting securities. Roumell is joining in this filing on Schedule 13G pursuant to Rule 13d-1(k)(1).
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CUSIP No. 811699107
|
13G
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Page 5 of 7 Pages
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Item 4. Ownership.
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(a)
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Amount beneficially owned:
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See Items 5-11 on the cover sheets of this Schedule 13G.
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(b)
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Percent of class:
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Approximately 4.5% (based on the 33,308,575 shares of common stock outstanding as of June 2, 2015, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2015).
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(c)
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Number of shares as to which each person has:
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(i)
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Sole power to vote or to direct the vote
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835,630 (through the Fund)
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(ii)
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Shared power to vote or to direct the vote
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649,680
(through RAM)
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(iii)
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Sole power to dispose or to direct the disposition of
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835,630 (through the Fund)
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(iv)
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Shared power to dispose or to direct the disposition of
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649,680
(through RAM)
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Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the followingx
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
RAM is the investment advisor to the Fund. As investment advisor, RAM has investment and voting control over the shares held by the Fund and, therefore, it is the deemed beneficial owner of shares held by the Fund.
RAM has been granted discretionary dispositive power over its clients’ securities and in most instances has voting power over such securities. Any and all discretionary authority which has been delegated to RAM may be revoked in whole or in part at any time.
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Roumell is President of RAM and beneficially owns a controlling percentage of its outstanding voting securities. Roumell is joining in this Schedule 13G because, as a result of his position with and ownership of securities of RAM, Roumell could be deemed to have voting and/or investment power with respect to the shares beneficially owned by RAM. Roumell disclaims any deemed beneficial ownership in securities held by RAM, except to the extent of his pecuniary interest therein.
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The reduction in RAM’s share holdings, as compared to its last Schedule 13D, was solely to accommodate client-requested account liquidations or transfers for client tax planning and other personal purposes.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution Group.
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CUSIP No. 811699107
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13G
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Page 6 of 7 Pages
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Not applicable.
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Item. 10.
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Certification.
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By signing below, the undersigned (i) certify that, to the best of their knowledge and belief, the securities reported herein were acquired in the ordinary course of business and were not acquired and are not held for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purposes or effect and (ii) hereby declare and affirm that the filing of this Schedule 13G shall not be construed as an admission that either of the reporting persons is the beneficial owner of the securities reported herein, which beneficial ownership is hereby expressly disclaimed, except to the extent of their respective pecuniary interest therein.
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CUSIP No. 811699107
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13G
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Page 7 of 7 Pages
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SIGNATURES
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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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August 13, 2015
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(Date)
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/s/ James C. Roumell
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(Signature)
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Roumell Asset Management, LLC
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By: James C. Roumell, President
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(Name/Title)
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August 13, 2015
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(Date)
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/s/ James C. Roumell
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(Signature)
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James C. Roumell
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(Name)
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JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them this Schedule 13G (including further amendments thereto) with respect to the common stock of SeaChange International, Inc., and that this Joint Filing Agreement be included as an exhibit to such joint filing.
This Joint Filing Agreement may be executed in one or more counterparts, and each such counterpart shall be an original but all of which, taken together, shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint filing Agreement as of this 13th day of August 2015.
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By:
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/s/ James C. Roumell | |
| James C. Roumell | |||
| ROUMELL ASSET MANAGEMENT, LLC | |||
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By:
|
/s/ James C. Roumell | |
| James C. Roumell, President | |||
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