FORM 12B-25

(Check One):

    ¨  Form 10-K

    ¨  Form 20-F

    ¨  Form 11-K

    x  Form 10-Q

    ¨  Form 10-D

    ¨  Form N-SAR

    ¨  Form N-CSR

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

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OMB Number: 3235-0058

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SEC FILE NUMBER

000-21393

     
   

CUSIP NUMBER

811699 10 7

 

  For Period Ended: April 30, 2007
  ¨  Transition Report on Form 10-K
  ¨  Transition Report on Form 20-F
  ¨  Transition Report on Form 11-K
  ¨  Transition Report on Form 10-Q
  ¨  Transition Report on Form N-SAR
  For the Transition Period Ended:                                                              

 

 

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:             

 

  

PART I — REGISTRANT INFORMATION

 

SeaChange International, Inc.
Full Name of Registrant
 
Former Name if Applicable
50 Nagog Park
Address of Principal Executive Office (Street and Number)
Acton, MA 01720
City, State and Zip Code

 

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

x   

   (a)   The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
  (b)   The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
  (c)   The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

SEC  1344  (05-06) Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

(Attach Extra Sheets if Needed)

SeaChange International, Inc. (“SeaChange”) has determined that it requires additional time to review its quarterly financial statements for the quarter ended April 30, 2007 in order to finalize the accounting for its proportionate share of the net loss in the German joint venture, On Demand Deutschland GmbH & Co. KG, formed during the quarter ended April 30, 2007 by SeaChange’s subsidiary ON Demand Group Limited (“ODG”). ODG’s share of the net loss of the joint venture for the quarter ended April 30, 2007 is approximately $600,000; however, ODG’s book value investment in the joint venture is only approximately $200,000 because of the nature of the assets ODG contributed. SeaChange is performing additional research to determine the proper accounting treatment for the approximately $400,000 difference between the proportionate share of the net loss and the book value of the investment.

SeaChange expects to complete its review and issue the first-quarter SEC Form 10-Q by Friday, June 15, 2007.

This form contains forward-looking statements (statements that are not historical facts). These statements, such as SeaChange’s statements regarding the expected date of filing of its Form 10-Q, are neither promises nor guarantees, are based upon assumptions and estimates that might not be realized and are subject to risks and uncertainties that could cause actual results to differ materially from those in the forward looking statements. Such risks and uncertainties include the time required to complete the analysis of the accounting treatment of the German joint venture, the results of such analysis, and the time required for the Company’s independent public accountants to complete their review of SeaChange’s financial statements.

 

PART IV — OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification

 

Kevin M. Bisson      978    897-0100
(Name)      (Area Code)    (Telephone Number)

 

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).    x  Yes    ¨  No

 

  

 

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?    ¨  Yes    x  No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

 

 

SeaChange International, Inc.
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date 

    June 11, 2007       SEACHANGE INTERNATIONAL, INC.
         By     /s/ Kevin M. Bisson
        

Kevin M. Bisson

Senior Vice President, Finance and Administration, Chief Financial Officer, Treasurer and Secretary

(Principal Financial and Accounting Officer)

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

 

     ATTENTION      
         

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

 

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