Schedule 13D Amendment No. 12
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
(Amendment
No. 12)
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)
784495103
(CUSIP
Number)
Trinad
Capital Master Fund Ltd.
2121
Avenue of the Stars, Suite 1650
Los
Angeles, CA 90067
(310)
601-2500
(Name,
Address and Telephone Number of
Person
Authorized to Receive Notices
and
Communications)
May
18, 2006
(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: o.
SCHEDULE
13D
CUSIP
No. 784495103
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)
r
(b)
r
______________________________________________________________________________
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) o
______________________________________________________________________________
6) CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
______________________________________________________________________________
7) SOLE
VOTING POWER
NUMBER
OF
2,773,796
SHARES ____________________________________________________________
BENEFICIALLY
8) SHARED
VOTING POWER
OWNED
BY
EACH ____________________________________________________________
REPORTING
9) SOLE
DISPOSITIVE POWER
PERSON
2,773,796
WITH ____________________________________________________________
10) SHARED
DISPOSITIVE POWER
______________________________________________________________________________
11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,773,796
______________________________________________________________________________
12) CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o
______________________________________________________________________________
13) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.46%
______________________________________________________________________________
14) TYPE
OF REPORTING PERSON
CO
______________________________________________________________________________
SCHEDULE
13D
CUSIP
No. 784495103
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)
r
(b)
r
______________________________________________________________________________
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) o
______________________________________________________________________________
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 3,128,3501
EACH ____________________________________________________________
REPORTING
9) SOLE
DISPOSITIVE POWER
PERSON
33,856
WITH ____________________________________________________________
10) SHARED
DISPOSITIVE POWER
3,128,3501
______________________________________________________________________________
11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,162,2061
______________________________________________________________________________
12) CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o
_____________________________________________________________________________
13) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.21%
_____________________________________________________________________________
14) TYPE
OF REPORTING PERSON
IN
_____________________________________________________________________________
----------------------------------------
1
Includes
(A) 2,773,796 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 that are owned directly
by
Atlantis Equities, Inc., a Delaware corporation of which Nancy J. Ellin is
the
sole stockholder (“Atlantis”);
and
(D) 81,442 shares of Common Stock owned by the Robert S. Ellin Profit Sharing
Plan (the “Plan”).
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 and the Plan.
SCHEDULE
13D
CUSIP
No. 784495103
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)
r
(b)
r
______________________________________________________________________________
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) o
______________________________________________________________________________
6) CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
______________________________________________________________________________
7) SOLE
VOTING POWER
NUMBER
OF
47,656
SHARES ____________________________________________________________
BENEFICIALLY
8) SHARED
VOTING POWER
OWNED
BY
340,7542
EACH ____________________________________________________________
REPORTING
9) SOLE
DISPOSITIVE POWER
PERSON
47,656
WITH ____________________________________________________________
10) SHARED
DISPOSITIVE POWER
340,7542
_____________________________________________________________________________
11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
388,4102
____________________________________________________________________________
12) CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o
____________________________________________________________________________
13) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.75%
____________________________________________________________________________
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 that are owned directly by Atlantis, a
company of which Mrs. Ellin is the sole stockholder; and (C) 81,442 shares
of
Common Stock owned by the Plan. Mrs.
Ellin disclaims any beneficial ownership of shares of Common Stock owned
individually by Mr. Ellin, and owned directly by Mr. Ellin and the Plan.
SCHEDULE
13D
CUSIP
No. 784495103
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)
r
(b)
r
______________________________________________________________________________
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) o
______________________________________________________________________________
6) CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York
______________________________________________________________________________
7) SOLE
VOTING POWER
NUMBER
OF
225,456
SHARES ____________________________________________________________
BENEFICIALLY 8) SHARED
VOTING POWER
OWNED
BY
EACH ____________________________________________________________
REPORTING
9) SOLE
DISPOSITIVE POWER
PERSON
225,456
WITH ____________________________________________________________
10) SHARED
DISPOSITIVE POWER
______________________________________________________________________________
11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
225,456
_____________________________________________________________________________
12) CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o
_____________________________________________________________________________
13) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.01%
____________________________________________________________________________
14) TYPE
OF REPORTING PERSON
CO
____________________________________________________________________________
SCHEDULE
13D
CUSIP
No. 784495103
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)
r
(b)
r
______________________________________________________________________________
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) o
______________________________________________________________________________
6) CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
______________________________________________________________________________
7) SOLE
VOTING POWER
NUMBER
OF
81,442
SHARES
____________________________________________________________
BENEFICIALLY 8) SHARED
VOTING POWER
OWNED
BY
EACH ____________________________________________________________
REPORTING
9) SOLE
DISPOSITIVE POWER
PERSON
81,442
WITH ____________________________________________________________
10) SHARED
DISPOSITIVE POWER
______________________________________________________________________________
11) AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,442
______________________________________________________________________________
12) CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES o
______________________________________________________________________________
13) PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.37%
______________________________________________________________________________
14) TYPE
OF REPORTING PERSON
OO
______________________________________________________________________________
The
purpose of this Schedule 13D/A is to reflect the purchases of additional shares
of common stock, $.001 par value per share (the “Common
Stock”), by
one or more of the Reporting Persons since the date of the filing of amendment
number 11 to this Schedule 13D.
Item
3. Source and Amount of Funds or Other Consideration.
Since
the
date of amendment number 11 to this Schedule 13D, the Fund used $321,989.47
of
investment capital to purchase an aggregate of 229,812 shares of Common
Stock.
Item
4. Purpose of Transaction.
On
March
24, 2006, the Fund delivered to the Secretary of the Issuer a notice notifying
the Issuer of the Fund's intention to nominate three (3) persons for election
to
the Board of Directors of the Issuer at the 2006 annual meeting of stockholders
of the Issuer. As previously disclosed on several occasions, the Fund has
sought
to create a more independent Board and has requested that the Issuer take all
appropriate action to appoint independent members designated by the
Fund.
The
Reporting Persons have made numerous requests that the Issuer and the Board
take
actions to improve the performance and financial condition of the Issuer
and to
establish a more appropriate corporate governance structure. To date, the
Issuer
has not acted upon any of the Fund’s requests.
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 2,773,796 shares of Common Stock,
representing approximately 12.46% of the outstanding shares of Common
Stock.
(ii)
Robert S. Ellin may be deemed to beneficially own 3,162,206 shares of Common
Stock, representing approximately 14.21% of the outstanding shares of Common
Stock, including: (A) 33,856 shares of Common Stock owned directly by Robert
S.
Ellin; (B) 2,773,796 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 owned directly by Atlantis, a Delaware
corporation of which Nancy J. Ellin is the sole stockholder; and (E) 81,442
shares of Common Stock owned by the Plan. 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 and the Plan.
(b)
As of
the date hereof:
(i)
The
Fund has sole power to vote and dispose of 2,773,796 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 3,162,206 shares of Common Stock,
reflecting, (A) 2,773,796 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 that are owned directly by Atlantis;
and (D) 81,442 shares of Common Stock owned by the Plan. 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 and the Plan.
(c)
The
following Reporting Persons have effected the following transactions with
respect to shares of the Common Stock since the date of the amendment number
11
to this Schedule 13D:
On
March
30, 2006, the Fund purchased 37,677 shares of Common Stock through an open
market transaction at a price of $1.3429 per share.
On
March
31, 2006, the Fund purchased 39,674 shares of Common Stock through an open
market transaction at a price of $1.3686 per share.
On
March
31, 2006, the Fund purchased 21,400 shares of Common Stock through an open
market transaction at a price of $1.2807 per share.
On
May 1,
2006, the Fund purchased 15,000 shares of Common Stock through an open market
transaction at a price of $1.5980 per share.
On
May 9,
2006, the Fund purchased 5,347 shares of Common Stock through an open market
transaction at a price of $1.3823 per share.
On
May
15, 2006, the Fund purchased 7,548 shares of Common Stock through an open market
transaction at a price of $1.3718 per share.
On
May
15, 2006, the Fund purchased 25,196 shares of Common Stock through an open
market transaction at a price of $1.3658 per share.
On
May
16, 2006, the Fund purchased 25,000 shares of Common Stock through an open
market transaction at a price of $1.4502 per share.
On
May
16, 2006, the Fund purchased 7,766 shares of Common Stock through an open market
transaction at a price of $1.36 per share.
On
May
17, 2006, the Fund purchased 8,042 shares of Common Stock through an open market
transaction at a price of $1.4519 per share.
On
May
17, 2006, the Fund purchased 22,400 shares of Common Stock through an open
market transaction at a price of $1.4676 per share.
On
May
18, 2006, the Fund purchased 10,000 shares of Common Stock through an open
market transaction at a price of $1.5215 per share.
On
May
19,
2006, the
Fund
purchased
4,762
shares
of
Common
Stock
through
an
open
market
transaction
at
a
price of
$1.4317 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: May
24,
2006
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, Trustee
By:
Robert S. 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