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Form S-3/A MAJESCO ENTERTAINMENT

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August 24, 2016 2:43 PM EDT

As filed with the Securities and Exchange Commission on August 24, 2016
Registration No. 333-211031     
      

UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
 
FORM S-3
(Amendment No. 3)
 
REGISTRATION STATEMENT
 UNDER
 THE SECURITIES ACT OF 1933

 
MAJESCO ENTERTAINMENT COMPANY
(Exact name of registrant as specified in its charter)
 
Delaware
06-1529524
(State or other jurisdiction of
 incorporation or organization)
(I.R.S. Employer
 Identification No.)
 
4041-T Hadley Rd.
S. Plainfield, New Jersey 07080
(732) 225-8910
(Address, including zip code, and telephone number, including
 area code, of registrant’s principal executive offices)
 
Barry Honig
Chief Executive Officer
Majesco Entertainment Company
4041-T Hadley Rd.
S. Plainfield, New Jersey 07080
(732) 225-8910
 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Please send copies of all communications to:

Harvey J. Kesner, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, New York 10006
Telephone: (212) 930-9700
 
 
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
 
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.   o
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.   x
 
 
 
 
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o
 
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.   o
 
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.   o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer ”, “  accelerated filer  ” and “  smaller reporting company  ” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer  o
Accelerated filer  o
Non-accelerated filer  o
 (do not check if smaller
 reporting company)
Smaller reporting company  x
 

 
 
 
 
 

EXPLANATORY NOTE
 
This Amendment No. 3 to the Registration Statement on Form S-3 (File No. 333-211031) of Majesco Entertainment Company is being filed solely to file Exhibit 23.2 with a conformed signature. Accordingly this Amendment No. 3 consists solely of the facing page, this explanatory note, the signature page, and the exhibit filed herewith. This filing does not modify any provision of the Registration Statement except as specifically noted herein.

 
 
 
 
 
 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on this Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of S. Plainfield, New Jersey on the 24th day of August  2016.
 
   
/s/ Barry Honig
  
   
Barry Honig
  
   
Chairman and Chief Executive Officer
  
       
   
/s/ John Stetson
  
   
John Stetson
  
   
Chief Financial Officer
  
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated
 
Name
  
Title
  
Date
         
/s/ Barry Honig
  
Chief Executive Officer and Chairman
  
August 24, 2016
Barry Honig
  
(Principal Executive Officer) 
    
         
 
/s/ John Stetson
  
 
Chief Financial Officer
  
 
August 24, 2016
John Stetson
  
(Principal Financial Officer)
    
         
 
/s/ *                    
  
 
Director 
  
 
August 24, 2016
Michael Brauser
        
         
 
/s/ *                     
  
 
Director 
  
 
August 24, 2016
Edward M. Karr
        
         
/s/ *                  
  
Director 
  
 
August 24, 2016
Andrew Kaplan
        
         
 
/s/ *                  
  
 
Director
  
 
August 24, 2016
Mohit Bhansali
        
         
 
/s/ *              
  
 
Director
  
 
August 24, 2016
David Rector
 
        
 
/s/ *                     
  
 
Director
  
 
August 24, 2016
Michael Beeghley
        

 
  By:    /s/ John Stetson
 John Stetson
 
 
 
 

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the incorporation by reference in this Amendment No. 2 to the Registration Statement of Majesco Entertainment Company on Form S-3 (No. 333-211031) to be filed on or about August 3, 2016 of our report dated January 29, 2016, on our audits of the consolidated financial statements as of October 31, 2015 and 2014 and for each of the years then ended, which report was included in the Annual Report on Form 10-K filed January 29, 2016.  We also consent to the reference to our firm under the caption “Experts” in the Registration Statement on Form S-3.


/s/ EisnerAmper LLP


Iselin, New Jersey
August 3, 2016


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