SEC Form SC 13D/A filed by SeaChange International Inc. (Amendment)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 8)^[1]

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X].

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

Page 1 of 7 pages

^[1] The information required on 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 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).

² Ms. Singer has sole voting power with respect to all shares held by TAR Holdings, LLC

³ Ms. Singer has sole dispositive power with respect to all shares held by TAR Holdings, LLC

⁴ Ms. Singer has sole voting power with respect to all shares held by TAR Holdings, LLC

⁵ Ms. Singer has sole dispositive power with respect to all shares held by TAR Holdings, LLC

SCHEDULE 13D/A8

This constitutes Amendment No. 8 (the “Amendment No. 8”) to the statement on Schedule 13D filed on behalf of Karen Singer (“Ms. Singer”), dated and filed January 22, 2019 (as amended, the “Statement”), relating to the common stock, $0.01 par value per share (the “Common Stock”), of SeaChange International, Inc. (the “Issuer”). Unless specifically amended or modified hereby, the disclosure set forth in the Statement shall remain unchanged.

Item 4. Purpose of the Transaction

Item 4 of the Statement is hereby amended to add the following:

(a)                The purpose of this filing is to report that, since the filing of the Statement, a material change occurred in regards to a material agreement as set forth below:

Except as described this Item 4 and herein, Ms. Singer does not currently have any specific plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D. Ms. Singer reserves the right to change plans and take any and all actions that Ms. Singer may deem appropriate to maximize the value of her investments, including, among other things, purchasing or otherwise acquiring additional securities of the Issuer, selling or otherwise disposing of any securities of the Issuer beneficially owned by her, in each case in the open market or in privately negotiated transactions, or formulating other plans or proposals regarding the Issuer or its securities to the extent deemed advisable by Ms. Singer in light of her general investment policies, market conditions, subsequent developments affecting the Issuer and the general business and future prospects of the Issuer. Ms. Singer may take any other action with respect to the Issuer or any of the Issuer’s debt or equity securities in any manner permitted by applicable law.

While the Reporting Persons was planning to vote against Bob Pons at the upcoming annual meeting, we are relived to see that the Company’s former Chairman Bob Pons has resigned. We believe that the massive destruction of shareholder value that happened under his Chairmanship can hopefully be turned around. With the Company finally moving towards installing industry experts atop their Board at bot the Chairman and Lead Independent Director roles, respectively, we believe the Company should be well positioned to navigate moving forward.

(b)       The purpose of this filing is to also report that, since the filing of Amendment 7 to the Statement, filed July 8, 2022 (“Amendment 7”) a material change occurred in the percentage of the shares of Common Stock beneficially owned by the Reporting Person due to changes in the amount of the Company’s outstanding Common Stock, as set forth herein.

Item 5. Interest in Securities of the Issuer

Item 5 of the Statement is hereby amended and restated as follows:

The aggregate percentage of shares of Common Stock reported owned is based upon 49,283,309 shares of Common Stock reported as outstanding on June 6, 2022 in the Issuer’s Form 10-Q filed on June 8, 2022.

A.        TAR HOLDINGS, LLC

(a)       As of the date hereof, TAR HOLDINGS, LLC (“TAR”) beneficially owns 8,156,970 shares of Common Stock, which shares are held directly by TAR.

Percentage: Approximately 16.6%

(b)       1. Sole power to vote or direct vote: 8,156,970^[6]

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 8,156,970^[7]

4. Shared power to dispose or direct the disposition: 0

(c)       The following table details the transactions effected by TAR since the filing of Amendment No. 7:

As of the date hereof, the Reporting Person beneficially owns an aggregate of 8,156,970 shares of Common Stock, constituting approximately 16.6% of the Shares outstanding.

B.       KAREN SINGER

(a)       As of the date hereof, Ms. Singer, as the managing member of TAR, beneficially owns 8,156,970 shares of Common Stock held by TAR.

Percentage: Approximately 16.6%

(b)       1. Sole power to vote or direct vote: 8,156,970^[8]

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 8,156,970^[9]

⁷ Ms. Singer has sole voting power with respect to all shares held by TAR Holdings, LLC.

⁸ Ms. Singer has sole dispositive power with respect to all shares held by TAR Holdings, LLC.

⁹ See FN6

4. Shared power to dispose or direct the disposition: 0

(c)       The following table details the transactions effected by Ms. Singer, as the managing member of TAR, since the filing of Amendment No. 7:

As of the date hereof, the Reporting Person beneficially owns an aggregate of 8,156,970 shares of Common Stock, constituting approximately 16.6% of the Shares outstanding.

(d)       No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock.

(e)       Not applicable.

After reasonable inquiry and to the best of her knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 18, 2022

TAR HOLDINGS, LLC

By: /s/ Karen Singer
Name: Karen Singer
Title: Managing Member