UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 9, 2004 ----------------------------- Majesco Holdings Inc. -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 333-70663 06-1529524 -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 160 Raritan Center Parkway, Edison, New Jersey 08837 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (732) 225-8910 -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT ITEM 5.02 - DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS (d) On September 9, 2004, Majesco Holdings Inc. (the "Company") appointed James F. Halpin to the Board of Directors of the Company. There are no arrangements or understandings between Mr. Halpin and any other person pursuant to which Mr. Halpin was selected as a director. There are no related party transactions between the Company and Mr. Halpin. Mr. Halpin has not previously held any positions with the Company. Mr. Halpin has no family relations with any directors or executive officers of the Company. At the time of this filing, it has not been determined on which committees of the Board of Directors Mr. Halpin will serve. SIGNATURES 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 Holdings Inc. (Registrant) Date: September 15, 2004 By: /s/ Carl J. Yankowski ------------------------ Carl J. Yankowski Chief Executive Officer