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Form 8-K MAJESCO ENTERTAINMENT For: Jul 27

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July 29, 2016 8:06 AM EDT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
  
CURRENT REPORT
 
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  July 27, 2016

MAJESCO ENTERTAINMENT COMPANY
(Exact name of registrant as specified in its charter)
 
Delaware
  
000-51128
  
06-1529524
(State or other jurisdiction
  
(Commission File Number)
  
(IRS Employer
of incorporation)
      
Identification No.)
 
404I-T Hadley Road
S. Plainfield, New Jersey 07080
(Address of principal executive offices and zip code)
 
Registrant’s telephone number, including area code: (732) 225-8910

 
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
  o
   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
  o
   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
  o
   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
  o
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
 
On July 27, 2016, Majesco Entertainment Company (the “Company”) filed a certificate of amendment (the “Amendment”) to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware in order to effectuate a reverse stock split of the Company’s issued and outstanding common stock, par value $0.001 per share on a one (1) for six (6) basis, effective on July 29, 2016 (the “Reverse Stock Split”).
 
The Reverse Stock Split will be effective with The NASDAQ Capital Market (“NASDAQ”) at the open of business on August 1, 2016. The par value and other terms of Company’s common stock were not affected by the Reverse Stock Split. The Company’s post-Reverse Stock Split common stock has a new CUSIP number, 560690 406. The Company’s transfer agent, Equity Stock Transfer LLC, is acting as exchange agent for the Reverse Stock Split.
 
As a result of the Reverse Stock Split, every six shares of the Company’s pre-Reverse Stock Split common stock will be combined and reclassified into one share of the Company’s common stock. No fractional shares of common stock will be issued as a result of the Reverse Stock Split. Stockholders who otherwise would be entitled to a fractional share shall receive a cash payment in an amount equal to the product obtained by multiplying (i) the closing sale price of our common stock on the business day immediately preceding the effective date of the Reverse Stock Split as reported on NASDAQ by (ii) the number of shares of our common stock held by the stockholder that would otherwise have been exchanged for the fractional share interest.
 
As previously disclosed in the Company's Current Report on Form 8-K filed on May 26, 2016, on May 10, 2016 at the Company’s Annual Meeting of Stockholders, the holders of a majority of the outstanding shares of the Company’s voting capital approved an amendment to the Company’s Restated Certificate of Incorporation to effectuate a reverse split of the Company’s issued and outstanding common stock at a ratio of not less than 1 for 3 and not more than 1 for 10, at any time prior to May 10, 2017, with the exact ratio to be determined by the Board at its sole discretion. The Reverse Stock Split ratio of one (1) for six (6) was approved by the Company’s Board of Directors on July 21, 2016.
 
A copy of the Amendment is attached to this Current Report as Exhibit 3.1 and is incorporated by reference herein.
 
ITEM 8.01 OTHER EVENTS
 
On July 29, 2016, the Company issued a press release announcing the Reverse Stock Split. The full text of the press release issued in connection with the announcement is being filed as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
 
(d) Exhibits

 Exhibit No.
 Description
 3.1  Certificate of Amendment to Restated Certificate of Incorporation, dated July 28, 2016
 99.1  Press release dated July 29, 2016

 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
MAJESCO ENTERTAINMENT COMPANY
   
   
Dated: July 29, 2016
/s/ John Stetson                
 
John Stetson 
 
Chief Financial Officer
   
 
 
 
 

Exhibit 3.1
 
 
 
 
 
 
 
 
 
 
 
Exhibit 99.1
 
Majesco Entertainment Announces 1-for-6 Reverse Stock Split

SOUTH PLAINFIELD, NJ – (Marketwired – July 29, 2016) – Majesco Entertainment Company (NASDAQ: COOL) (“Majesco”, or the “Company”), an innovative provider of downloadable games for the mass market, today announced the Company has approved a 1-for-6 reverse split of its issued and outstanding common stock. The reverse stock split will be effective with The NASDAQ Capital Market ("NASDAQ") at the open of business on August 1, 2016. The par value and other terms of Company's common stock were not affected by the reverse stock split. Majesco's common stock will begin trading on The NASDAQ Capital Market on a split-adjusted basis when the market opens on Monday, August 1, 2016.

At the effective time of the reverse stock split, every six shares of Majesco's issued and outstanding common stock will be converted automatically into one issued and outstanding share of common stock, without any change in par value. The reverse stock split will reduce the number of shares of Majesco's common stock outstanding from approximately 16.65 million to approximately 2.775 million. In addition, the reverse stock split will effect a proportionate adjustment to the per share exercise price and the number of shares issuable upon the exercise or settlement of all outstanding options and warrants to purchase or acquire shares of Majesco's common stock, and the number of shares reserved for issuance pursuant to Majesco's existing equity incentive compensation plans were reduced proportionately. The reverse stock split also effected a proportionate adjustment to the conversion price and number of shares of common stock issuable upon the conversion of all outstanding shares of convertible preferred stock. The number of authorized shares of the Company's common and preferred stock was not affected by the reverse stock split.

No fractional shares will be issued as a result of the reverse stock split, and stockholders who otherwise would be entitled to a fractional share will receive, in lieu thereof, a cash payment based on the closing sale price of the Majesco's common stock as reported today on the NASDAQ Capital Market. The Company's transfer agent, Equity Stock Transfer LLC, is acting as exchange agent for the reverse stock split. Equity Stock Transfer will provide instructions to stockholders of record regarding the process for exchanging shares.

The common stock will continue to be reported on the NASDAQ Capital Market under the symbol "COOL," and the new CUSIP number for the company's common stock following the reverse stock split is 560690406.

About Majesco Entertainment Company
 
Majesco Entertainment Company is an innovative developer, marketer, publisher and distributor of interactive entertainment for consumers around the world. Building on more than 25 years of operating history, Majesco develops and publishes a wide range of video games on digital networks through its Midnight City label. Majesco is headquartered in Plainfield, New Jersey, and its shares are traded on The Nasdaq Capital Market under the symbol: COOL. More info can be found online at majescoent.com or on Twitter at twitter.com/majesco.
 
Forward-Looking Statements
 
Certain statements contained in this release are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward looking statements contained in this release relate to, among other things, the Company’s ongoing compliance with the requirements of The NASDAQ Stock Market and the Company’s ability to maintain the closing bid price requirements of The NASDAQ Stock Market on a post reverse split basis.   They are generally identified by words such as "believes," "may," "expects," "anticipates," "should'" and similar expressions. Readers should not place undue reliance on such forward-looking statements, which are based upon the Company's beliefs and assumptions as of the date of this release. The Company's actual results could differ materially due to risk factors and other items described in more detail in the "Risk Factors" section of the Company's Annual Reports filed with the SEC (copies of which may be obtained at www.sec.gov). Subsequent events and developments may cause these forward-looking statements to change. The Company specifically disclaims any obligation or intention to update or revise these forward-looking statements as a result of changed events or circumstances that occur after the date of this release, except as required by applicable law.


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