================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
SCHEDULE 13G
________________
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
SEACHANGE INTERNATIONAL INC.
--------------------------------------------------------------------------------
(NAME OF ISSUER)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
--------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
811699107
--------------------------------------------------------------------------------
(CUSIP NUMBER)
OCTOBER 21, 2009
--------------------------------------------------------------------------------
(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)
[_] RULE 13d-1(C)
[_] RULE 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
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).
================================================================================
=================== =================
CUSIP NO. 811699107 SCHEDULE 13G PAGE 2 OF 5 PAGES
=================== =================
================================================================================
1 NAME OF REPORTING PERSON:
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Ashford Capital Management, Inc.
----- --------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
----- --------------------------------------------------------------------------
3 SEC USE ONLY
----- --------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
1,488,199 shares
NUMBER OF ----- ------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0 shares
EACH ----- ------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 1,488,199 shares
----- ------------------------------------------------
8 SHARED DISPOSITIVE POWER
0 shares
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,488,199 shares
----- --------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
----- --------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.8%
----- --------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IA
================================================================================
=================== =================
CUSIP NO. 811699107 SCHEDULE 13G PAGE 3 OF 5 PAGES
=================== =================
ITEM 1.
(a) Name of Issuer:
SeaChange International Inc.
(b) Address of Issuer's Principal Executive Offices:
50 Nagog Park, Acton, MA 01720
ITEM 2.
(a) Name of Person Filing:
Ashford Capital Management, Inc.
(b) Address of Principal Business Office or, if none, Residence:
P.O. Box 4172, Wilmington, DE 19807
(c) Citizenship: A Delaware Corporation
(d) Title of Class of Securities: Common Stock, $0.01 Par Value Per
Share
(e) CUSIP Number: 811699107
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13D-1(B) OR
240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) |_| Broker or dealer registered under section 15 of the Act
(b) |_| Bank as defined in section 3(a)(6) of the Act
(c) |_| Insurance company as defined in section 3(a)(19) of the Act
(d) |_| Investment company registered under section 8 of the
Investment Company Act of 1940
(e) |X| An investment adviser in accordance with
ss.240.13d-1(b)(1(ii)(E)
(f) |_| An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F)
(g) |_| A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G)
(h) |_| A savings association as defined in section 3(b) of the Federal
Deposit Insurance Act
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940
(j) |_| Group, in accordance with ss.240.13d-1(b)-1(ii)(J)
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item
1.
(a) Amount Beneficially Owned: 1,488,199 shares
(b) Percent of Class: 4.8%
The foregoing percentage is calculated based on 30,859,959
shares of Common Stock reported to be outstanding as of
September 3, 2009 in the Issuer's Quarterly Report filed
on Form 10-Q on September 8, 2009.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 1,488,199
shares
(ii) Shared power to vote or to direct the vote: 0 shares
=================== =================
CUSIP NO. 811699107 SCHEDULE 13G PAGE 4 OF 5 PAGES
=================== =================
(iii) Sole power to dispose or to direct the disposition
of: 1,488,199 shares
(iv) Shared power to dispose or to direct the disposition
of: 0 shares
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
five percent of the class of securities, check the following X.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
The shares reported by the Reporting Person, a registered investment
advisor, are held in separate individual client accounts, one separate limited
partnership and six commingled funds.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
N/A
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
=================== =================
CUSIP NO. 811699107 SCHEDULE 13G PAGE 5 OF 5 PAGES
=================== =================
SIGNATURE
---------
After reasonable inquiry and to the best of its knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: November 10, 2009
ASHFORD CAPITAL MANAGEMENT, INC.
By: /s/ Anthony M. Petrucci
----------------------------
Anthony M. Petrucci
Chief Financial Officer and Chief Compliance Officer