Seachange International, Inc.
Ticker: SEAC 124 Acton Street
Exchange: NASDAQ-National Market Maynard, Massachusetts 01754
Industry: Manufacturing (508) 897-0100

Type of Shares:Common Shares Filing Date:9/18/96
U.S. Shares:2,000,000 Offer Date:11/4/96
Non-U.S. Shares:0 Filing Price: -
Primary Shares:1,715,000 Offer Price:$15.00
Secondary Shares:285,000 Gross Spread:$1.05
Offering Amount: $25,000,000 Selling:$0.63
Expenses:$850,000 Reallowance:$0.10
Shares Out After:12,752,012

ManagerTierPhone
Morgan Stanley & Co. IncorporatedLead Manager (212) 703-4797
Alex. Brown & Sons IncorporatedCo-manager (410) 727-1700
Montgomery SecuritiesCo-manager (415) 627-2220

Auditor: Price Waterhouse
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 6/30/96 6/30/95 6/30/96
Revenue:$23.20$24.35$11.58Assets:$23.86
Net Income:$1.21$2.12$1.13Liabilities:$18.48
EPS:$0.11$0.18$0.10Equity:$5.38

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
Seachange is a leading provider of software-based products to manage, store and distribute digital video for cable television operators and telecommunications companies. The company's products utilize its proprietary distributed application software and standard industry components to automate the management and distribution of short - and long - form video streams including advertisements, movies, news updates and other video programming requiring precise, accurate and continuous execution. The company's digital video products are designed to provide higher image quality and to be more reliable, easier to use and less expensive than analog tape-based systems. In addition, SeaChange's products enable its customers to increase revenues by offering more targeted services such as geography-specify spot advertising and Video-On-Demand movies.

Use of Proceeds
The proceeds from the proposed offering will be used for general corporate purposes including working capital, product development and capital expenditures.

Last updated: 12/1/96

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