UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 2)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-
1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Majesco Entertainment Company
-----------------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
87305U102
---------
(CUSIP Number)
Trinad Capital Master Fund Ltd.
153 East 53rd Street, 48th Floor
New York, N.Y. 10022
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
July 13, 2005
-------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box: |_|.
SCHEDULE 13D/A
CUSIP No. 87305U102
-------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Trinad Capital Master Fund Ltd.
______________________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
______________________________________________________________________________
3) SEC USE ONLY
______________________________________________________________________________
4) SOURCE OF FUNDS OO
______________________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
______________________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
______________________________________________________________________________
7) SOLE VOTING POWER
NUMBER OF
SHARES ____________________________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 1,273,600
EACH ____________________________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON
WITH ____________________________________________________________
10) SHARED DISPOSITIVE POWER
1,273,600
______________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,273,600
______________________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
______________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.66%
______________________________________________________________________________
14) TYPE OF REPORTING PERSON
PN
______________________________________________________________________________
SCHEDULE 13D/A
CUSIP No. 87395U102
-------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert S. Ellin
______________________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
______________________________________________________________________________
3) SEC USE ONLY
______________________________________________________________________________
4) SOURCE OF FUNDS OO
______________________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
______________________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
______________________________________________________________________________
7) SOLE VOTING POWER
NUMBER OF 33,856
SHARES ____________________________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 1,941,011(1)
EACH ____________________________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 33,856
WITH ____________________________________________________________
10) SHARED DISPOSITIVE POWER
1,941,011(1)
______________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,974,867(1)
______________________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
______________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.78%
______________________________________________________________________________
14) TYPE OF REPORTING PERSON
IN
______________________________________________________________________________
--------------------
(1) Includes (A) 1,273,600 shares of Common Stock owned by the Trinad Capital
Master Fund Ltd. (the "Fund"); (B) 47,656 shares of Common Stock owned directly
by Nancy J. Ellin, the spouse of Robert S. Ellin; (C) 225,456 shares of Common
Stock and 262,857 shares of Common Stock underlying presently exercisable
warrants that are owned directly by Atlantis Equities, Inc., a Delaware
corporation of which Nancy J. Ellin is the sole stockholder ("Atlantis"); (D)
81,442 shares of Common Stock owned by the Robert S. Ellin Profit Sharing Plan
(the "Plan") and (E) 50,000 shares of Common Stock owned by the Robert S. Ellin
Family 1997 Trust (the "Trust"). Mr. Ellin disclaims any beneficial ownership of
shares of Common Stock held by the Fund except to the extent of (1) his indirect
beneficial ownership as the managing member of Trinad Advisors GP, LLC, the
general partner of a principal stockholder of the Fund, and (2) his indirect
beneficial ownership as a limited partner of the Fund. Mr. Ellin also disclaims
any beneficial ownership of shares of Common Stock owned directly by Mrs. Ellin,
Atlantis, the Plan and the Trust.
SCHEDULE 13D/A
CUSIP No. 87395U102
-------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nancy J. Ellin
______________________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
______________________________________________________________________________
3) SEC USE ONLY
______________________________________________________________________________
4) SOURCE OF FUNDS OO
______________________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
______________________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
______________________________________________________________________________
7) SOLE VOTING POWER
NUMBER OF
SHARES ____________________________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 701,267(2)
EACH ____________________________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON
WITH ____________________________________________________________
10) SHARED DISPOSITIVE POWER
701,267(2)
______________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
701,267(2)
______________________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
______________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.12%
______________________________________________________________________________
14) TYPE OF REPORTING PERSON
IN
______________________________________________________________________________
----------------------
(2) Includes (A) 33,856 shares of Common Stock owned by Robert S. Ellin, Mrs.
Ellin's spouse, (B) 225,456 shares of Common Stock and 262,857 shares of Common
Stock underlying presently exercisable warrants that are owned directly by
Atlantis, a company of which Mrs. Ellin is the sole stockholder; (C) 81,442
shares of Common Stock owned by the Plan, (D) 50,000 shares of Common Stock
owned by the Trust and (E) 47,656 shares of Common Stock owned directly by Mrs.
Ellin. Mrs. Ellin disclaims any beneficial ownership of shares of Common Stock
owned individually by Mr. Ellin, and owned directly by Mr. Ellin, the Plan and
the Trust.
SCHEDULE 13D/A
CUSIP No. 87395U102
-------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Atlantis Equities, Inc.
______________________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
______________________________________________________________________________
3) SEC USE ONLY
______________________________________________________________________________
4) SOURCE OF FUNDS SC
______________________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
______________________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
______________________________________________________________________________
7) SOLE VOTING POWER
NUMBER OF
SHARES ____________________________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 488,313(3)
EACH ____________________________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON
WITH ____________________________________________________________
10) SHARED DISPOSITIVE POWER
488,313(3)
______________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
488,313(3)
______________________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
______________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.17%
______________________________________________________________________________
14) TYPE OF REPORTING PERSON
CO
______________________________________________________________________________
---------------------
(3) Includes (A) 225,456 shares of Common Stock owned directly by Atlantis and
(B) 262,857 shares of Common Stock underlying presently exercisable warrants
that are owned directly by Atlantis.
SCHEDULE 13D/A
CUSIP No. 87395U102
-------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert S. Ellin Profit Sharing Plan
______________________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
______________________________________________________________________________
3) SEC USE ONLY
______________________________________________________________________________
4) SOURCE OF FUNDS OO
______________________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR2(e) |_|
______________________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
______________________________________________________________________________
7) SOLE VOTING POWER
NUMBER OF
SHARES ____________________________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 81,442
EACH ____________________________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON
WITH ____________________________________________________________
10) SHARED DISPOSITIVE POWER
81,442
______________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,442
______________________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
______________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.37%
______________________________________________________________________________
14) TYPE OF REPORTING PERSON
OO
______________________________________________________________________________
SCHEDULE 13D/A
CUSIP No. 87395U102
-------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert S. Ellin Family 1997 Trust
______________________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
______________________________________________________________________________
3) SEC USE ONLY
______________________________________________________________________________
4) SOURCE OF FUNDS OO
______________________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
______________________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
______________________________________________________________________________
7) SOLE VOTING POWER
NUMBER OF
SHARES ____________________________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 50,000
EACH ____________________________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON
WITH ____________________________________________________________
10) SHARED DISPOSITIVE POWER
50,000
______________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
______________________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
______________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.22%
______________________________________________________________________________
14) TYPE OF REPORTING PERSON
OO
______________________________________________________________________________
The purpose of this Schedule 13D/A is to amend and restate the Schedule 13D/A
previously filed by the Reporting Persons on July 25, 2005 ("Amendment No. 1")
to correct certain minor errors. The purpose of Amendment No.1 was to amend the
Schedule 13D previously filed by the Reporting Persons on May 11, 2005 (the
"Schedule 13D") to include the purchases of additional shares of Common Stock
purchased by one or more of the Reporting Persons since the date of the Schedule
13D.
Item 3. Source and Amount of Funds or Other Consideration.
Since the date of the Schedule 13D, the Fund used $2,057,496.02 of
investment capital to purchase an aggregate of 424,224 shares of Common Stock.
Item 4. Purpose of Transaction.
The shares of Common Stock owned by the Reporting Persons were
acquired for investment purposes. The Reporting Persons have purchased and hold
the shares of Common Stock reported by them for investment purposes. Trinad
Capital Master Fund Ltd., one of the Reporting Persons, has sent letters to the
Company's Board of Directors, requesting that certain actions be taken. To date,
the Board has not taken any action with respect to the specific requests made by
Trinad, on behalf of the Reporting Persons, other than the appointment of Jim
Halpin as Chairman of the Company's Board. The Reporting Persons fully support
the recent management changes and welcome the recent appointment of Jim Halpin
as Chairman of the Company's Board. The Reporting Persons have requested, and
continue to request, that the Board immediately take the following actions:
o Appoint two nominees of Trinad Capital to serve on the Company's
Board;
o approve an amendment to the Company's certificate of incorporation
to remove the classification of the Company's board into three
classes of directors, thereby requiring that the entire Board be
elected annually; and
o in light of the current, languishing trading price for the Company's
common stock, call for a stock repurchase of not less that $5
million in the aggregate; in the view of the Reporting Persons, such
action would represent a sound investment and business decision for
the Company at this time.
The Reporting Persons may at any time, or from time to time, acquire
additional shares of Common Stock or dispose of their shares of Common Stock,
propose or pursue any of the foregoing actions or matters or change their
intentions with respect to the matters referred to herein.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof:
(i) The Fund may be deemed to beneficially own 1,273,600 shares of
Common Stock, representing approximately 5.66% of the outstanding shares
of Common Stock.
(ii) Robert S. Ellin may be deemed to beneficially own 1,974,867
shares of Common Stock, representing approximately 8.78% of the
outstanding shares of Common Stock, including: (A) 33,856 shares of Common
Stock owned directly by Robert S. Ellin;
(B) 1,273,600 shares of Common Stock owned by the Fund; (C) 47,656 shares
of Common Stock owned directly by Nancy J. Ellin, the spouse of Robert S.
Ellin; (D) 225,456 shares of Common Stock and 262,857 shares of Common
Stock underlying presently exercisable warrants that are owned directly by
Atlantis, a Delaware corporation of which Nancy J. Ellin is the sole
stockholder; (E) 81,442 shares of Common Stock owned by the Plan and (F)
50,000 shares of Common Stock owned by the Trust. Mr. Ellin disclaims any
beneficial ownership of shares of Common Stock held by the Fund except to
the extent of (1) his indirect beneficial ownership as the managing member
of Trinad Advisors GP, LLC, the general partner of a principal stockholder
of the Fund, and (2) his indirect beneficial ownership as a limited
partner of the Fund. Mr. Ellin also disclaims any beneficial ownership of
shares of Common Stock owned directly by Mrs. Ellin, Atlantis, the Plan
and the Trust.
(b) As of the date hereof:
(i) The Fund has shared power to vote and dispose of 1,273,600
shares of Common Stock.
(ii) Robert S. Ellin has sole power to vote and dispose of 33,856
shares of Common Stock and shared power to vote and dispose of 1,974,867
shares of Common Stock, reflecting, (A) 1,273,600 shares of Common Stock
owned by the Fund; (b) 47,656 shares of Common Stock owned directly by
Nancy J. Ellin, the spouse of Robert S. Ellin; (C) 225,456 shares of
Common Stock and 262,857 shares of Common Stock underlying presently
exercisable warrants that are owned directly by Atlantis; (D) 81,442
shares of Common Stock owned by the Plan and (E) 50,000 shares of Common
Stock owned by the Trust. Mr. Ellin disclaims any beneficial ownership of
shares of Common Stock held by the Fund except to the extent of (1) his
indirect beneficial ownership as the managing member of Trinad Advisors
GP, LLC, the general partner of a principal stockholder of the Fund, and
(2) his indirect beneficial ownership as a limited partner of the Fund.
Mr. Ellin also disclaims any beneficial ownership of shares of Common
Stock owned directly by Mrs. Ellin, Atlantis, the Plan and the Trust.
(c) The following Reporting Persons have effected the following
transactions with respect to shares of the Common Stock since the date of
the Schedule 13D:
On May 4, 2005, the Fund purchased 14,900 shares of Common Stock
through an open market transaction at a price of $8.260 per share.
On May 5, 2005, the Fund purchased 14,124 shares of Common Stock
through an open market transaction at a price of $8.363 per share.
On May 6, 2005, the Fund purchased 3,000 shares of Common Stock
through an open market transaction at a price of $8.498 per share.
On May 9, 2005, the Fund purchased 1,000 shares of Common Stock
through an open market transaction at a price of $8.500 per share.
On May 10, 2005, the Fund purchased 3,300 shares of Common Stock
through an open market transaction at a price of $8.059 per share.
On May 11, 2005, the Fund purchased 2,900 shares of Common Stock
through an open market transaction at a price of $8.1076 per share.
On May 16, 2005, the Fund purchased 800 shares of Common Stock
through an open market transaction at a price of $8.205 per share.
On May 17, 2005, the Fund purchased 5,000 shares of Common Stock
through an open market transaction at a price of $8.942 per share.
On May 18, 2005, the Fund purchased 4,000 shares of Common Stock
through an open market transaction at a price of $9.072 per share.
On May 20, 2005, the Fund purchased 3,000 shares of Common Stock
through an open market transaction at a price of $9.033 per share.
On May 23, 2005, the Fund purchased 4,500 shares of Common Stock
through an open market transaction at a price of $9.060 per share.
On May 26, 2005, the Fund purchased 5,000 shares of Common Stock
through an open market transaction at a price of $8.990 per share.
On June 1, 2005, the Fund purchased 10,000 shares of Common Stock
through an open market transaction at a price of $8.676 per share.
On June 2, 2005, the Fund purchased 5,000 shares of Common Stock
through an open market transaction at a price of $8.231 per share.
On June 2, 2005, the Fund purchased 10,000 shares of Common Stock
through an open market transaction at a price of $7.931 per share.
On June 2, 2005, the Fund purchased 5,000 shares of Common Stock
through an open market transaction at a price of $8.503 per share.
On June 15, 2005, the Fund purchased 5,000 shares of Common Stock
through an open market transaction at a price of $8.158 per share.
On June 24, 2005, the Fund purchased 10,000 shares of Common Stock
through an open market transaction at a price of $7.606 per share.
On June 29, 2005, the Fund purchased 10,000 shares of Common Stock
through an open market transaction at a price of $6.5515 per share.
On June 29, 2005, the Fund purchased 2,000 shares of Common Stock
through an open market transaction at a price of $6.0375 per share.
On June 30, 2005, the Fund purchased 9,000 shares of Common Stock
through an open market transaction at a price of $6.4532 per share.
On July 05, 2005, the Fund purchased 200 shares of Common Stock
through an open market transaction at a price of $6.9350 per share.
On July 06, 2005, the Fund purchased 3,700 shares of Common Stock
through an open market transaction at a price of $6.8195 per share.
On July 12, 2005, the Fund purchased 50,000 shares of Common Stock
through an open market transaction at a price of $3.4399 per share.
On July 13, 2005, the Fund purchased 190,300 shares of Common Stock
through an open market transaction at a price of $3.4124 per share.
On July 15, 2005, the Fund purchased 2,500 shares of Common Stock
through an open market transaction at a price of $3.6200 per share.
On July 19, 2005, the Fund purchased 50,000 shares of Common Stock
through an open market transaction at a price of $3.4503 per share.
In addition in the Schedule 13D, the following transaction should
have been listed:
On March 23, 2005, the fund purchased 12,000 shares of Common Stock
through a privately negotiated transaction at a price of $10.0000 per share.
SIGNATURES
----------
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: July 26, 2005
TRINAD CAPITAL MASTER FUND LTD.
By: Trinad Capital L.P.
By: Trinad Advisors GP, LLC
By: /s/ Robert. S. Ellin
-------------------------------------
Robert. S. Ellin, Managing Member
/s/ Robert. S. Ellin
----------------------------------------
Robert S. Ellin
/s/ Nancy J. Ellin
----------------------------------------
Nancy J. Ellin
ATLANTIS EQUITIES, INC.
/s/ Nancy J. Ellin
----------------------------------------
By: Nancy J. Ellin, President
ROBERT S. ELLIN PROFIT SHARING PLAN
/s/ Robert S. Ellin
----------------------------------------
By: Robert S. Ellin, Trustee
ROBERT ELLIN FAMILY 1997 TRUST
/s/ Marvin Ellin
----------------------------------------
By: Marvin Ellin, Trustee
TRINAD CAPITAL MASTER FUND LTD.
By: Trinad Capital L.P.
By: Trinad Advisors GP LLC
By: /s/ Robert S. Ellin
-------------------------------------
Name: Robert S. Ellin
Title: Managing Member