Form 8-K MAJESCO ENTERTAINMENT For: Jul 31
Tweet
Share
E-mailUNITED 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 31, 2015
_________
MAJESCO ENTERTAINMENT COMPANY
(Exact name of registrant as specified in its charter)
|
Delaware
(State or other jurisdiction
of incorporation)
|
000-51128
(Commission File Number)
|
06-1529524
(IRS Employer
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
__________
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 ( see General Instruction A.2. below):
|
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))
|
SECTION 1 – REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01 Entry Into A Material Definitive Agreement
On July 31, 2015, we entered into various agreements in order to restructure our business. We have determined to focus on our download business in order to achieve certain cost-cutting goals and expect to earn a minor royalty only in connection with our retail business in which we will no longer actively develop or distribute any retail games in recognition of the changing landscape of the gaming industry. We have transferred our distribution rights related to developing, publishing and distributing video game products through retail distribution to a company owned by our former chief executive officer, Jesse Sutton. Mr. Sutton will continue to pursue this business while consulting for us in the download segment of the gaming business, and we will receive a royalty on net revenues for any further sales. Under the terms of a Stock Purchase Agreement (the “Purchase Agreement”), we transferred ownership of a newly-formed subsidiary company, Zift Interactive, LLC (“Zift”), to Mr. Sutton. Under the Purchase Agreement, Mr. Sutton received all membership interests in Zift in exchange for: (1) Mr. Sutton’s resignation from the position of chief executive officer, including waiver of any severance payments, and (2) Mr. Sutton’s delivery of the executed Separation Agreement filed as Exhibit 10.2 to our Current Report on Form 8-K filed July 28, 2015, together with his agreement to serve as a consultant under the terms of the Separation Agreement.
Concurrently with the Purchase Agreement, we entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (the “Conveyance Agreement”) with Zift. Under the Conveyance Agreement, we assigned certain assets used in the retail business to Zift, and Zift agreed to assume and indemnify us for all liabilities related to the retail business. In addition, under the Conveyance Agreement, we granted Zift the exclusive worldwide right to distribute retail video games for a term of one year under certain publishing licenses held by us. In exchange, Zift will pay us a fee equal to five (5%) percent of the net revenue of such retail sales on a quarterly basis. The assets transferred to Zift include cash in an amount of $800,000 of which $400,000 is to be transferred immediately, with the remaining $400,000 to be funded in 12 equal consecutive monthly installments of $33,333.33 to be paid each month on the first day of each month commencing August 1, 2015. Zift has agreed to indemnify us in connection with the acquired asset and retail distribution rights, including for claims associated with periods prior to the closing date, and we may setoff amounts owing to Zift in the future in the event that any claims are asserted against us.
Additional covenants, conditions, representations, and warranties between the parties are included in the Purchase Agreement and the Conveyance Agreement. The foregoing is a brief summary of the material terms of these agreements, and not a complete description of their contents. The Purchase Agreement and the Conveyance Agreement should be reviewed in their entirety for additional information.
SECTION 8 – OTHER INFORMATION
Item 8.01 Other Information
On August 4, 2015, we issued a letter to our shareholders regarding our restructuring efforts. The letter is furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
|
Exhibit No.
|
Description
|
|
10.1
|
Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations
|
|
10.2
|
Stock Purchase Agreement
|
|
99.1
|
Letter to shareholders
|
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: August 6, 2015
|
/s/ David Rector
|
|||
|
David Rector
|
||||
|
Chief Executive Officer
|
||||
Exhibit 10.1
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONS
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of July 31, 2015 (the “Effective Date”), by Majesco Entertainment Company, a Delaware corporation (“Assignor”), and Zift Interactive LLC a Nevada limited liability company and wholly owned subsidiary of Assignor (“Assignee”).
WHEREAS, Assignor is engaged in the business of developing, publishing and distributing video game products through both retail distribution (the “Retail Business”) and mobile and online digital downloading (the “Download Business”); and
WHEREAS, Assignor desires to convey, transfer and assign to Assignee, and Assignee desires to acquire from Assignor, all of the assets of Assignor relating to the operation of the Retail Business which are set forth on Exhibit A attached hereto and in connection therewith, Assignee has agreed to assume certain of the liabilities of Assignor relating to the Retail Business which are set forth on Exhibit B attached hereto, on the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the mutual promises and agreements contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:
Section 1. Assignment.
1.1. Assignment of Assets. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by Assignor, Assignor does hereby assign, grant, bargain, sell, convey, transfer and deliver to Assignee, and its successors and assigns, all of Assignor’s right, title and interest in, to and under the assets, properties and business, of every kind and description, wherever located, real, personal or mixed, tangible or intangible, owned, held or used in the conduct of the Retail Business (the “Assets”), including, but not limited to, the Assets listed on Exhibit A hereto. Notwithstanding anything to the contrary contained herein, the term Assets shall not include any assets related to the Download Business.
1.2 Further Assurances. Assignor shall from time to time after the Effective Date, at the request of Assignee and without further consideration, execute and deliver to Assignee such additional instruments of transfer and assignment, including without limitation any bills of sale, assignments of leases, deeds, and other recordable instruments of assignment, transfer and conveyance, in addition to this Transfer and Assumption Agreement, as Assignee shall reasonably request to evidence more fully the assignment by Assignor to Assignee of the Assets.
1.3 Working Capital and Distribution Rights. Assignor hereby grants to Assignee the exclusive worldwide right to distribute the retail video games for a term of one year under all of the Company’s publishing licenses set forth on Exhibit C attached hereto and the Assignee shall pay to the Assignor a fee equal to five (5%) percent of the net revenue of such retail sales by the Assignee on a quarterly basis. The assets transferred to the Assignee shall include cash in an amount of $800,000 of which $400,000 shall be transferred by Assignor to Assignee on the date hereof and the remaining $400,000 shall be funded by the Assignor to Assignee in 12 equal consecutive monthly installments of $33,333.33 each month on the first day of each month commencing August 1, 2015. To the extent that any claim, cause of action, indebtedness, costs, obligations, losses or liabilities, of whatever kind, nature and character, are asserted by Assignee against Assignor in the future (an “Assignee Claim”), the monetary amount of all such claims by the Assignee shall be deemed offset and reduced by the amount of the cash provided to Assignee by Assignor under this Section 1.3. In the event that an Assignee Claim is resolved without any liability being assessed against the Assignor and without any payment (monetary or otherwise) being made by the Assignor on account of the Assignee Claim, then any cash payments withheld by the Assignor as on offset against the Assignee Claim (less any costs and attorney’s fees incurred by Assignor in defense of the Assignee Claim) shall, upon such resolution, be paid to the Assignee.
Section 2. Assumption.
2.1 Assumed Liabilities. On the Effective Date, Assignee hereby assumes and agrees to pay, perform and discharge, fully and completely, only the liabilities, commitments, contracts, agreements, obligations or other claims against Assignor (the “Liabilities”) listed on Exhibit B.
2.2 Further Assurances. Assignee shall from time to time after the Effective Date, at the request of Assignor and without further consideration, execute and deliver to Assignor such additional instruments of assumption in addition to this Transfer and Assumption Agreement as Assignor shall reasonably request to evidence more fully the assumption by Assignee of the Liabilities.
2.3 Indemnification. On the Effective Date and in consideration for the other covenants and agreements of Assignor which are provided for in this Agreement, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged by the Assignee, the Assignee and all entities owned, controlled by, or under common control with the Assignee, and its officers, directors, shareholders, partners, employees, agents and representatives thereof, and the heirs, personal representatives, administrators, successors and assigns of each of the foregoing persons and entities (collectively, the “Assignee Releasors”), knowingly, irrevocably and unconditionally release and forever discharge Assignor, and all entities owned, controlled by, or under common control with Assignor and its present and former officers, founders, directors, shareholders, partners, employees, agents, promoters, consultants and representatives and the heirs, personal representatives, administrators, successors and assigns of each of them (collectively, the “Assignor Releasees”), from any and all debts, claims, controversies, cross-claims, counterclaims, damages, causes of action, actions, indebtedness, costs, obligations, promises, losses and liabilities of whatever kind, nature and character, whether known or unknown, foreseen or unforeseen, liquidated or unliquidated, suspected or unsuspected, whether in law or in equity, whether asserted individually, derivatively or in any other capacity, which the Assignee Releasors now have, ever had, or hereafter can, shall or may have against the Assignor Releasees (or any of them), arising from the beginning of time to the Effective Date and any time thereafter, for, by reason of, in any way based upon, arising out of, related to, or in connection with any matter or thing, including, but not limited to, all matters related to or based upon the Retail Business; provided that nothing contained herein shall operate to release or discharge the Assignor from its representations, warranties, covenants or obligations under this Transfer and Assumption Agreement. It is possible that claims not now known to Assignee Releasors will develop or be discovered, and this Transfer and Assumption Agreement is expressly intended to cover and include all such claims.
Section 3. Headings. The descriptive headings contained in this Transfer and Assumption Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Transfer and Assumption Agreement.
Section 4. Governing Law. This Transfer and Assumption Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed entirely within that state, except that any conveyances of leaseholds and real property made herein shall be governed by the laws of the respective jurisdictions in which such property is located.
[The remainder of this page is blank intentionally.]
[SIGNATURE PAGE TO TRANSFER AND ASSUMPTION AGREEMENT]
IN WITNESS WHEREOF, this Transfer and Assumption Agreement has been duly executed and delivered by the parties hereto as of the date first above written.
MAJESCO ENTERTAINMENT COMPANY
By: /s/ Mohit Bhansali
Name: Mohit Bhansali
Title: Director
ZIFT INTERACTIVE LLC
By: /s/ Jesse Sutton
Name: Jesse Sutton
Title: Manager
Exhibit 10.2
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of July 31, 2015, is made by and between Majesco Entertainment Company, a Delaware corporation (“Seller”), and Jesse Sutton (“Buyer”).
RECITALS
A. Seller owns all of the issued and outstanding units of membership interests (the “Units”) of ZIFT INTERACTIVE LLC, a Nevada limited liability company (the “Company”), which Units constitute, as of the date hereof, all of the issued and outstanding units of membership interests of the Company.
B. Buyer was the current Chief Executive Officer of Seller and, in consideration for, among other things, Buyer’s resignation from all positions he holds with the Seller and Buyer’s ongoing role as a consultant to the Seller, Seller has agreed to sell the Company to the Buyer.
C. In connection with the sale of the Company to the Buyer, Buyer wish to acquire from Seller, and Seller wishes to transfer to Buyer, the Units, upon the terms and subject to the conditions set forth herein.
Accordingly, the parties hereto agree as follows:
1. Purchase and Sale of Units.
(a) Purchased Units. Subject to the terms and conditions provided below, Seller hereby sells and transfers to Buyer and Buyer hereby purchases from Seller, on the Closing Date (as defined in Section 1(c)), all of the Units.
(b) Purchase Price. The purchase price for the Units shall be the resignation of the Buyer as the Seller’s Chief Executive Officer, Buyer’s ongoing role as a consultant to the Seller and the delivery of the Separation Agreement, in the form attached hereto as Exhibit A (the “Separation Agreement”), deliverable as provided in Section 2(b).
(c) Closing. The closing of the transactions contemplated in this Agreement (the “Closing”) shall take place upon the execution of this Agreement. The date on which the Closing occurs shall be referred to herein as the Closing Date (the “Closing Date”).
2. Closing.
(a) Transfer of Units. At the Closing, Seller and Buyer shall execute this Agreement, which shall vest Buyer with good and marketable title to all of the issued and outstanding units of membership interests of the Company, free and clear of all liens and encumbrances.
(b) Payment of Purchase Price. Buyer acknowledges that Seller has delivered the Separation Agreement.
3. Representations and Warranties of Seller. Seller represents and warrants to Buyer as of the date hereof as follows:
(a) Corporate Authorization; Enforceability. The execution, delivery and performance by Seller of this Agreement is within the corporate powers and has been, duly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes the valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles.
(b) Governmental Authorization. The execution, delivery and performance by Seller of this Agreement requires no consent, approval, Order, authorization or action by or in respect of, or filing with, any Governmental Authority.
(c) Non-Contravention; Consents. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby do not (i) violate the certificate of incorporation, as amended, or bylaws, as amended, of Seller or (ii) violate any applicable Law or Order.
(d) Capitalization. As of the date hereof, Seller owns the Units, which Units represent 100% of the outstanding units of membership interests of the Company. The Units are duly authorized, validly issued, fully-paid, non-assessable and free and clear of any Liens. There are no outstanding options, warrants or other convertible securities which may be converted or exercises into units or membership interests of the Company.
4. Representations and Warranties of Buyer. Buyer represents and warrants to Seller as of the date hereof as follows:
(a) Enforceability. The execution, delivery and performance by Buyer of this Agreement are within Buyer’ powers. This Agreement has been duly executed and delivered by Buyer and constitutes the valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles.
(b) Governmental Authorization. The execution, delivery and performance by Buyer of this Agreement require no consent, approval, Order, authorization or action by or in respect of, or filing with, any Governmental Authority.
(c) Non-Contravention; Consents. The execution, delivery and performance by Buyer of this Agreement, and the consummation of the transactions contemplated hereby do not violate any applicable Law or Order.
(d) Purchase for Investment. Buyer is financially able to bear the economic risks of acquiring an interest in the Company and the other transactions contemplated hereby, and has no need for liquidity in this investment. Buyer has such knowledge and experience in financial and business matters in general, and with respect to businesses of a nature similar to the business of the Company, so as to be capable of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the Units. Buyer is acquiring the Units solely for its own account and not with a view to or for resale in connection with any distribution or public offering thereof, within the meaning of any applicable securities laws and regulations, unless such distribution or offering is registered under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption from such registration is available. Buyer has (i) received all the information he have deemed necessary to make an informed investment decision with respect to the acquisition of the Units, (ii) had an opportunity to make such investigation as he has desired pertaining to the Company and the acquisition of an interest therein, and to verify the information which is, and has been, made available to him and (iii) had the opportunity to ask questions of Seller concerning the Company. Buyer has received no public solicitation or advertisement with respect to the offer or sale of the Units.
(e) Liabilities and Taxes. Following the Closing, Seller will have no debts, liabilities or obligations relating to the Company or its business or activities (including an reserves on its balance sheet), whether before or after the Closing, and there are no outstanding guaranties, performance or payment bonds, letters of credit or other contingent contractual obligations that have been undertaken by Seller directly or indirectly in relation to the Company or its business and that may survive the Closing. Following the Closing, Buyer agrees and confirms that it will file all tax returns required to be filed by it with respect to the Company acquired hereunder and include therewith a Form 8594 with each such filing. Such Form 8594 shall include such information as shall have been approved in writing by the Seller prior to filing.
5. Indemnification and Release.
(a) Indemnification. Buyer covenant and agree to indemnify, defend, protect and hold harmless Seller, and its officers, directors, employees, stockholders, agents, representatives and affiliates (collectively, together with Seller, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement on the part of Buyer under this Agreement, (iii) any debt, liability or obligation of the Company, whether incurred or arising prior to the date hereof or after, (iv) the conduct and operations of the business of the Company whether before or after the Closing, or (v) claims asserted against the Company whether arising before or after the Closing.
(b) Third Party Claims.
(i) If any claim or liability (a “Third-Party Claim”) should be asserted against any of the Seller Indemnified Parties (the “Indemnitee”) by a third party after the Closing for which Buyer has an indemnification obligation under the terms of Section 5(a), then the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the Third-Party Claim is asserted by a third party (said notification being referred to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take part in any examination of the books and records of the Indemnitee relating to such Third-Party Claim and to assume the defense of such Third-Party Claim and in connection therewith and to conduct any proceedings or negotiations relating thereto and necessary or appropriate to defend the Indemnitee and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all negotiations, proceedings, contests, lawsuits or settlements with respect to any Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, through counsel reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled to control the conduct of such defense, and shall be responsible for any expenses of the Indemnitee in connection with the defense of such Third-Party Claim so long as the Indemnitor continues such defense until the final resolution of such Third-Party Claim. The Indemnitor shall be responsible for paying all settlements made or judgments entered with respect to any Third-Party Claim the defense of which has been assumed by the Indemnitor. Except as provided in subsection (ii) below, both the Indemnitor and the Indemnitee must approve any settlement of a Third-Party Claim except that the Indemnitor may conclude a settlement of a Third Party Claim if the indemnitee receives a general release from the Third Party claimant as a part of such settlement. A failure by the Indemnitee to timely give the Claim Notice shall not excuse Indemnitor from any indemnification liability except only to the extent that the Indemnitor is materially and adversely prejudiced by such failure.
(ii) If the Indemnitor shall not agree to assume the defense of any Third-Party Claim in writing within 20 days after the Claim Notice of such Third-Party Claim has been delivered, or shall fail to continue such defense until the final resolution of such Third-Party Claim, then the Indemnitee may defend against such Third-Party Claim in such manner as it may deem appropriate and the Indemnitee may settle such Third-Party Claim, in its sole discretion, on such terms as it may deem appropriate. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all settlement payments and expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense or settlement of such Third-Party Claim. If no settlement of such Third-Party Claim is made, then the Indemnitor shall satisfy any judgment rendered with respect to such Third-Party Claim before the Indemnitee is required to do so, and pay all expenses, legal or otherwise, incurred by the Indemnitee in the defense against such Third-Party Claim.
(c) Non-Third-Party Claims. Upon discovery of any claim for which Buyer has an indemnification obligation under the terms of this Section 5 which does not involve a claim by a third party against the Indemnitee, the Indemnitee shall give prompt notice to Buyer of such claim and, in any case, shall give Buyer such notice within 30 days of such discovery. A failure by Indemnitee to timely give the foregoing notice to Buyer shall not excuse Buyer from any indemnification liability except to the extent that Buyer is materially and adversely prejudiced by such failure.
(d) Release. Buyer, on behalf of himself and his Related Parties, hereby release and forever discharge Seller and its individual, joint or mutual, past and present representatives, Affiliates, officers, directors, employees, agents, attorneys, stockholders, controlling persons, subsidiaries, successors and assigns (individually, a “Releasee” and collectively, “Releasees”) from any and all claims, demands, proceedings, causes of action, orders, obligations, contracts, agreements, debts and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, which Buyer or any of his Related Parties now has or has ever had against any Releasee, except for claims, liabilities and obligations under this Agreement, the Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations made as of July 31, 2015, by the Company and the Seller and the Separation Agreement entered into as of the 27th day of July, 2015 by and between Buyer and Seller. Buyer hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, any proceeding of any kind against any Releasee, based upon any matter released hereby. “Related Parties” shall mean, with respect to Buyer, (i) any Person that directly or indirectly controls, is directly or indirectly controlled by, or is directly or indirectly under common control with Buyer, (ii) any Person in which Buyer hold a Material Interest or (iii) any Person with respect to which any Buyer serves as a general partner or a trustee (or in a similar capacity). For purposes of this definition, “Material Interest” shall mean direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of voting securities or other voting interests representing at least ten percent (10%) of the outstanding voting power of a Person or equity securities or other equity interests representing at least ten percent (10%) of the outstanding equity securities or equity interests in a Person.
6. Definitions. As used in this Agreement:
(a) “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with the first Person. For the purposes of this definition, “Control,” when used with respect to any Person, means the possession, directly or indirectly, of the power to (i) vote 10% or more of the securities having ordinary voting power for the election of directors (or comparable positions) of such Person or (ii) direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” have meanings correlative to the foregoing;
(b) “Governmental Authority” means any domestic or foreign governmental or regulatory authority;
(c) “Law” means any federal, state or local statute, law, rule, regulation, ordinance, code, Permit, license, policy or rule of common law;
(d) “Lien” means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, encumbrance or other adverse claim of any kind in respect of such property or asset. For purposes of this Agreement, a Person will be deemed to own, subject to a Lien, any property or asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such property or asset;
(e) “Order” means any judgment, injunction, judicial or administrative order or decree;
(f) “Permit” means any government or regulatory license, authorization, permit, franchise, consent or approval; and
(h) “Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.
7. Miscellaneous.
(a) Counterparts. This Agreement may be signed in any number of counterparts, each of which will be deemed an original but all of which together shall constitute one and the same instrument.
(b) Amendments and Waivers.
(i) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective.
(ii) No failure or delay by any party in exercising any right, power or privilege hereunder will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided will be cumulative and not exclusive of any rights or remedies provided by Law.
(c) Successors and Assigns. The provisions of this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer (including by operation of Law) any of its rights or obligations under this Agreement without the consent of each other party hereto.
(d) No Third Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns and nothing herein expressed or implied will give or be construed to give to any Person, other than the parties hereto, those referenced in Section 5 above, and such permitted successors and assigns, any legal or equitable rights hereunder.
(e) Governing Law. This Agreement will be governed by, and construed in accordance with, the internal substantive law of the State of New York.
(f) Headings. The headings in this Agreement are for convenience of reference only and will not control or affect the meaning or construction of any provisions hereof.
(g) Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter of this Agreement. This Agreement supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter hereof of this Agreement.
(h) Severability. If any provision of this Agreement or the application of any such provision to any Person or circumstance is held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the remainder of the provisions of this Agreement (or the application of such provision in other jurisdictions or to Persons or circumstances other than those to which it was held invalid, illegal or unenforceable) will in no way be affected, impaired or invalidated, and to the extent permitted by applicable Law, any such provision will be restricted in applicability or reformed to the minimum extent required for such provision to be enforceable. This provision will be interpreted and enforced to give effect to the original written intent of the parties prior to the determination of such invalidity or unenforceability.
(i) Notices. Any notice, request or other communication hereunder shall be given in writing and shall be served either personally, by overnight delivery or delivered by mail, certified return receipt and addressed to the following addresses:
|
(a)
|
If to Buyer
|
Jesse Sutton
20 Monmouth Terrace
Deal, NJ 07723
|
(b)
|
If to Seller:
|
Majesco Entertainment Company
404I-T Hadley Road
S. Plainfield, NJ 07080
[Signature Page Follows]
[SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered, effective as of the date first above written.
“SELLER”
MAJESCO ENTERTAINMENT COMPANY
By: /s/ Mohit Bhansali
Name: Mohit Bhansali
Title: Director
“BUYER”
JESSE SUTTON
/s/ Jesse Sutton
Exhibit 99.1
Dear Majesco shareholder:
As you know, over the past few years Majesco Entertainment has had significant success with its Zumba Fitness and other titles. With the rapidly changing landscape of connected gaming, we have faced increasingly challenging market conditions while watching the high risk retail gaming business diminish in importance. Accordingly, I am writing to update you on the progress of Majesco Entertainment as it has reduced its exposure to the retail market with a renewed focus on the download gaming business, which has come to dominate the market. With new titles like Glue and A Boy and His Blob, and classic games like BloodRayne, Slender and Costume Quest 2, we will continue to maintain our presence in gaming, while also looking ahead for new strategic opportunities that may be unrelated to our historical markets. We have reduced our headcount dramatically, and our cash burn, in order to focus on the download business, which is essentially a royalty business where games are downloaded from servers maintained by game companies, such as Valve, Microsoft, Sony and Nintendo. We currently have just five full time employees and recently announced additional changes to our board of directors and senior management team. As we adjust to our new business model, we expect that our future quarters will be breakeven to profitable. We continue to explore new distribution channels and are working with developers to increase these numbers and further reduce costs.
During the next two quarters, we expect to launch two new exciting titles: Glue and A Boy and His Blob. These games will be launched on all next generation consoles and in some cases, PC. More info to come on these titles as they get closer to launch.
We have taken significant steps to repurpose our assets and significantly reduce our liabilities that were established solely to support our presence as a distributor of retail games for systems sold by Microsoft, Sony and others. Now that we have elected to exit from that channel these liabilities and the costs associated with retail products have diminished.
As of July 31, 2015 our cash position remains extremely strong with approximately $8.5 million in cash and receivables on our balance sheet, and $9 million in escrow from our recent financings. As previously reported, we have obtained shareholder approval for the financings, and the escrow funds should become available to us upon agreement of the investors or upon closing of an approved acquisition.
I am proud to report these results to you and that after a difficult market we have navigated Majesco onto a sound foundation for the future. However with these changes, I have also decided that a change in my relationship with the Company was in order. After giving serious consideration to many alternatives, I have agreed to continue a relationship with the company my family founded as a consultant developing further the download market while assuming responsibility for the costs of the retail market unencumbered with the costs of running a public company. As a result on July 27 we appointed David Rector, a seasoned executive, to the position of Chairman and CEO, and I look forward to working with David towards a new future for Majesco and further success in its new business model.
Sincerely,
Jesse Sutton.
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- Amazon Bedrock Launches New Capabilities as Tens of Thousands of Customers Choose It as the Foundation to Build and Scale Secure Generative AI Applications
- American Kidney Fund Recognized as a Top Nonprofit Workplace in the United States
- Anna Frey To Attend Pro Football Draft As Part Of NIL Partnership With Six Star Pro Nutrition®
Create E-mail Alert Related Categories
SEC FilingsSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!
