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March 5, 2019

SeaChange inks agreement with largest investor after CEO resigns

Photo/Grant Welker SeaChange's Acton headquarters, which have been put on the market.
Former SeaChange CEO Ed Terino

Acton-based SeaChange International has come to terms on a cooperation agreement with its largest shareholder, which caused CEO Ed Terino to resign.

The cooperation agreement with New Jersey investment firm TAR Holdings, the video platform company's largest shareholder at 20-percent of the company’s stock, called for the appointment of two additional directors, setting the company’s board to eight members. 

The new directors are Robert Pons, president and CEO of New York telecom and technology consulting firm Spartan Advisors and Jeffrey Truder, managing member of Tremson Capital Management in New Jersey, which invests in undervalued publicly traded companies.

It was this agreement, announced Friday, which caused CEO Ed Terino to resign last week. His resignation letter, filed with the U.S. Securities & Exchange Commission, said the cooperation agreement wasn’t in the best interest of shareholders, especially other long-term shareholders.

He said TAR Holdings’ sole member, Karen Singer, has not demonstrated a plan to increase shareholder value. Further, he said Singer’s other investment campaigns have not demonstrated a record of increasing shareholder value and in some cases, have benefited financially to the detriment of other shareholders. 

In the meantime, SeaChange has created an interim Office of the CEO, including Chief Commercial Officer Yossi Aloni, Chief Financial Officer Peter Faubert, Chief Technology Officer Marek Kielczewski and General Counsel David McEvoy.

On Tuesday, the company announced a tax benefits preservation plan to preserve the usability of tax assets associated with net operating loss carryforwards to reduce the company’s potential future tax liabilities.

As of the end of January, the company had U.S. net operating losses of more than $115 million.

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