Form S-8 POS MAJESCO ENTERTAINMENT
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As filed with the Securities and Exchange Commission on July 1, 2016
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Registration No. 333-211959
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
(Post Effective Amendment No. 1)
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MAJESCO ENTERTAINMENT COMPANY
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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06-1529524
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(State or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification Number)
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4041-T Hadley Road
S. Plainfield, New Jersey 07080
(Address of Principal Executive Offices, Including Zip Code)
MAJESCO ENTERTAINMENT COMPANY
2016 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
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Barry Honig
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Chief Executive Officer
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Majesco Entertainment Company
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4041-T Hadley Road
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S. Plainfield, New Jersey 07080
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(732) 225-8910
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(Name, address, including zip code, and telephone number, including area code, of agent for service)
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With a copy to:
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Harvey Kesner, Esq.
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Sichenzia Ross Friedman Ference LLP
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61 Broadway, 32nd Floor
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New York, New York 10006
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(212) 930-9700
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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):
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Large accelerated filer o
Non-accelerated filer o
(Do not check if a smaller reporting company)
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Accelerated filer o
Smaller reporting company þ
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (the “Amendment”) to the Registration Statement on Form S-8 (File No 333-211959) filed on June 10, 2016 (the “Original S-8”) is being filed by Majesco Entertainment Company (the “Company”) to include Exhibit 5.1 which was inadvertently omitted from the Original S-8. Except as described herein, this Amendment does not update, amend or modify any other information, statement or disclosure contained in the Original S-8.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 8. EXHIBITS
See Exhibit Index following signature page.
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 Form S-8 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, and State of New Jersey, on the 1st day of July 2016.
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MAJESCO ENTERTAINMENT COMPANY
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By:
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/s/ Barry Honig
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Barry Honig
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Chief Executive Officer
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By:
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/s/ John Stetson
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John Stetson
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Chief Financial Officer
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POWER OF ATTORNEY
The registrant and each person whose signature appears below constitutes and appoints Barry Honig and John Stetson and each of them singly, his, her or its true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him, her or it and in his, her or its name, place and stead, in any and all capacities, to sign and file any and all amendments (including post-effective amendments) to this registration statement on Form S-8, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he, she, or it might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.
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Name
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Title
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Date
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/s/ Barry Honig
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Chief Executive Officer and Chairman
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July 1, 2016
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Barry Honig
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(Principal Executive Officer)
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/s/ John Stetson
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Chief Financial Officer
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July 1, 2016
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John Stetson
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(Principal Financial Officer)
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/s/ *
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Director
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July 1, 2016
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Michael Brauser
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/s/ *
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Director
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July 1, 2016
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Edward M. Karr
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/s/ *
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Director
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July 1, 2016
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Andrew Kaplan
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/s/ *
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Director
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July 1, 2016
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Mohit Bhansali
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/s/ *
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Director
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July 1, 2016
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David Rector
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/s/ *
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Director
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July 1, 2016
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Michael Beeghley
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* By: /s/ John Stetson
John Stetson
INDEX TO EXHIBITS
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Exhibit Number
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Description of Exhibit
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INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
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| 4.1 |
Restated Certificate of Incorporation of Majesco Entertainment Company (incorporated herein by reference to Exhibit 3.01 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on September 15, 2014).
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| 4.2 |
Restated Bylaws of Majesco Entertainment Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 17, 2005).
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| (5) |
OPINION REGARDING LEGALITY
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| 5.1 |
Opinion of Sichenzia Ross Friedman Ference with respect to the legality of the securities being registered.*
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MATERIAL CONTRACTS
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| 10.1 |
Majesco Entertainment Company 2016 Equity Incentive Plan (incorporated herein by reference to the Company’s proxy statement filed with the Commission on April 21, 2016).
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| (23) |
CONSENT OF EXPERTS AND COUNSEL
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| 23.1 |
Consent of EisnerAmper LLP.**
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| 23.2 |
Consent of Sichenzia Ross Friedman Ference LLP (contained in their opinion filed as Exhibit 5.1).*
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| (24) |
POWERS OF ATTORNEY
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| 24.1 |
Powers of Attorney .**
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*Filed herewith
** Previously filed
Exhibit 5.1
July 1, 2016
Majesco Entertainment Company
4041-T Hadley Road
S. Plainfield, New Jersey 07080
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel in connection with the preparation and filing of that certain Registration Statement on Form S-8 (the “Registration Statement”) filed by Majesco Entertainment Company, a Delaware corporation, (the “Company”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), in connection with the registration of 4,000,000 shares of the Company’s common stock (the “Shares”), under the Company’s 2016 Equity Incentive Plan (the “2016 Plan”).
We have examined and reviewed only such documents, records and matters of law as we have deemed necessary or appropriate for the purpose of rendering the opinion set forth herein. Insofar as the opinion set forth herein is based on factual matters in connection with, among other things, the issuance of the Shares, which factual matters are authenticated in certificates from certain officers of the Company, we have relied on such certificates. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as certified or reproduced copies.
Based upon the foregoing and subject to the assumptions, limitations and exceptions set forth herein, we are of the opinion that as of the date hereof, the Shares have been duly authorized and, when issued and delivered against payment therefor in conformity with the terms of the 2016 Plan, will be validly issued, fully paid and non-assessable.
We express no opinion as to the applicability or effect of any laws, orders or judgments of any state or other jurisdiction other than the General Corporation Law of the State of Delaware (including the statutory provisions and all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting those laws), and the federal securities laws. Further, this opinion is based solely upon existing laws, rules and regulations, and we undertake no obligation to advise you of any changes that may be brought to our attention after the date hereof. This opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Registration Statement or the Shares.
This opinion is issued to you solely for use in connection with the Registration Statement and is not to be quoted or otherwise referred to in any financial statements of the Company or any other document, nor is it to be filed with or furnished to any government agency or other person, without our prior written consent.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission adopted under the Act.
Very truly yours,
/s/ Sichenzia Ross Friedman Ference LLP
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