Table of Contents
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 10-K/A
(Amendment No.
1)
[X] Annual Report Pursuant to Section 13 or 15(d)
of
The Securities Exchange Act of
1934
OR
Transition Report Pursuant to Section 13 or
15(d) of
the Securities Exchange Act of 1934
for the
Transition Period from
to
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For
the fiscal year ended
October 31,
2005 |
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Commission File number
000-51128 |
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MAJESCO
ENTERTAINMENT COMPANY
(Exact name of
registrant as specified in its
charter)
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| DELAWARE |
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06-1529524 |
(State
or other jurisdiction of
incorporation or
organization) |
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(I.R.S. Employer
Identification
No.) |
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160 Raritan
Center Parkway
Edison, New Jersey 08837
(Address of
principal executiveoffice)
Registrant's
telephone number, including area code (732)
225-8910
Securities registered pursuant to Section
12(b) of the Act: NONE
Securities registered pursuant
to Section 12(g) of the Act:
Common Stock, Par Value
$0.001
(Title of class) Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. Yes ![[ ]](ebox.gif)
No ![[X]](xbox.gif)
Indicate
by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes No
Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes No
Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this
chapter) is not contained herein, and will not be contained, to the
best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of ‘‘accelerated filer and large
accelerated filer’’ in Rule 12b-2 of the Exchange Act.
(Check
one):
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accelerated filer |
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Accelerated filer
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Non-accelerated filer
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Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes No
The aggregate market value of the
common stock held by non-affiliates as of April 30, 2005
was $131.7 million.
The outstanding number of
shares of common stock as of September 26, 2006 was
23,597,534.
The Registrant's proxy or information
statement was previously incorporated by reference into Part III of the
originally filed Annual Report on Form
10-K.
Table of Contents
TABLE OF
CONTENTS
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PAGE |
| PART
IV |
| Item 15. |
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Exhibits
and Financial Statement
Schedules |
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1 |
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Signatures |
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6 |
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Table of Contents
Explanatory
Note:
This Amendment No. 1 to the Company's Annual Report
on Form 10-K for the year ended October 31, 2005 is being filed solely
to remove Exhibit 10.47 (Publisher License Agreement, for the Xbox 360
game system, dated September 13, 2005, the
‘‘Exhibit’’). The Exhibit is being removed
because it does not constitute a material agreement of the Company. At
the time the Exhibit was filed, the Company had anticipated that
publishing video game products for the Xbox 360 game system would
become a material part of the Company's business. However, while
the Company may in the future publish products for the Xbox 360 game
system, such has never been and is not anticipated to be material to
the Company's business or operations. Since its execution
and as of the date hereof, the Company has not generated any revenues
or income or incurred any liabilities as a result of the
Exhibit. Therefore, the Company is removing the Exhibit from
the Exhibit List of material agreements.
PART
IV
Item 15. Exhibits and Financial Statement
Schedules.
(3) Exhibits.
The following exhibits are filed with this amended
report, or incorporated by reference as noted.
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2.1 |
Agreement and Plan of Merger, dated
as of November 10, 2003, by and among ConnectivCorp, CTTV
Merger Corp. and Majesco Sales Inc. (incorporated by reference to
Exhibit 2.1 to an Amendment to our Current Report on Form 8-K filed on
December 22,
2003). |
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2.2 |
Amendment to Agreement and
Plan of Merger, dated December 3, 2003, by and among
ConnectivCorp, CTTV Merger Corp. and Majesco Sales Inc. (incorporated
by reference to Exhibit 2.2 to our Current Report on Form 8-K filed on
December 22,
2003). |
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3.1 |
Certificate of
Incorporation of Majesco Holdings Inc. (incorporated by reference to
Exhibit 3.1 to our Annual Report on Form 10-KSB filed on April
16, 2002). |
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3.2 |
Amendment to
Certificate of Incorporation, dated September 11, 2000
(incorporated by reference to Exhibit 3.1 to our Current Report on Form
8-K filed on September 13,
2000). |
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3.3 |
Amendment to the Amended
and Restated Certificate of Incorporation (incorporated by reference to
Exhibit 3.1 to our Current Report on Form 8-K filed on April
27, 2004). |
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3.4 |
Bylaws of
Majesco Holdings Inc., as amended (incorporated by reference to Exhibit
3.1 to our Quarterly Report on Form 10-Q filed on September
14, 2004). |
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3.5 |
Amendment to
Certificate of Incorporation, dated December 29, 2004
(incorporated by reference to Exhibit 3.5 to our Annual Report on Form
10-K filed on January 31,
2005). |
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4.1 |
Certificate of
Designations, Preferences and Rights of 7% Cumulative
Convertible Preferred Stock, filed with the Secretary of State of the
State of Delaware on February 20, 2004 (incorporated by
reference to Exhibit 4.1 to our Current Report on Form 8-K filed on
March 1,
2004). |
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4.2 |
Form of investor
Subscription Agreement (incorporated by reference to Exhibit 4.2 to our
Current Report on Form 8-K filed on March 1,
2004). |
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4.3 |
Form of warrant issued to
investors (incorporated by reference to Exhibit 4.3 to our Current
Report on Form 8-K filed on March 1,
2004). |
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4.4 |
Form of placement agent
warrant (incorporated by reference to Exhibit 4.4 to our Current Report
on Form 8-K filed on March 1,
2004). |
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10.1 |
Lease Agreement, dated as
of February 2, 1999, by and between 160 Raritan Center
Parkway, L.L.C. and Majesco Sales Inc. (incorporated by reference to
Exhibit 10.1 to our Current Report on Form 8-K filed on August
11, 2004). |
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10.2 |
Xbox
Publisher License Agreement, dated January 31, 2001, by
and between Microsoft Corporation and Majesco Sales Inc. (incorporated
by reference to Exhibit 10.3 to an Amendment to our Current Report on
Form 8-K filed on October 22,
2004). |
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10.3 |
Amendment to the Xbox
Publisher Licensing Agreement, dated April 4, 2002, by
and between Microsoft Corporation and Majesco Sales Inc. (incorporated
by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on
September 3,
2004). |
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10.4 |
Amendment to the Xbox
Publisher Licensing Agreement (Xbox Live Distribution) dated
March 17, 2003, by and between Microsoft Corporation and
Majesco Sales Inc. (incorporated by reference to Exhibit 10.4 to an
Amendment to our Current Report on Form 8-K filed on October
22, 2004). |
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10.5 |
Amendment to
the Xbox Publisher License Agreement (Tiered Royalty Rate Structure and
Xbox Platinum Hits Program), dated January 31, 2003, by
and between Microsoft Corporation and Majesco Sales Inc. (incorporated
by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on
September 3,
2004). |
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10.6 |
PlayStation 2 Licensed
Publisher Agreement, dated April 1, 2000, by and between
Sony Computer Entertainment America, Inc. and Majesco Sales Inc.
(incorporated by reference to Exhibit 10.5 to our Current Report on
Form 8-K filed on September 3,
2004). |
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10.7 |
License Agreement for
Game Boy Advance (Western Hemisphere), dated May 10,
2001, by and between Nintendo of America, Inc. and Majesco Sales Inc.
(incorporated by reference to Exhibit 10.1 to an Amendment to our
Current Report on Form 8-K filed on October 22,
2004). |
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10.8 |
License Agreement for
Gamecube, (Western Hemisphere), dated January 11, 2001,
by and between Nintendo of America, Inc. and Majesco Sales Inc.
(incorporated by reference to Exhibit 10.2 to an Amendment to our
Current Report on Form 8-K filed on October 22,
2004). |
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10.9 |
Software Distribution
Agreement, dated April 8, 2002, by and between Konami of
America, Inc. and Majesco Sales Inc. (incorporated by reference to
Exhibit 10.5 to an Amendment to our Current Report on Form 8-K filed on
October 22,
2004). |
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10.10 |
Amendment to Software
Distribution Agreement, dated April 25, 2002, by and
between Konami of America, Inc. and Majesco Sales Inc. (incorporated by
reference to Exhibit 10.6 to a Current Report on Form 8-K filed on
September 22,
2004). |
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10.11 |
License Agreement, dated
April 30, 2002, by and between Namco Hometek Inc. and
Majesco Sales Inc. (incorporated by reference to Exhibit 10.6 to an
Amendment to our Current Report on Form 8-K filed on October
22, 2004). |
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10.12 |
First
Amendment, dated January 7, 2003, to License Agreement,
dated July 2, 2002, by and between NAMCO Hometek Inc. and
Majesco Sales Inc. (incorporated by reference to Exhibit 10.1 to our
Current Report on Form 8-K filed on October 15,
2004). |
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10.13 |
Second Amendment, dated
May 7, 2003, to License Agreement, dated July
2, 2002, by and between NAMCO Hometek Inc. and Majesco Sales
Inc. (incorporated by reference to Exhibit 10.2 to our Current Report
on Form 8-K filed on October 15,
2004). |
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10.14 |
Third Amendment, dated
July 2, 2002, to License Agreement, dated December
18, 2003, by and between NAMCO Hometek Inc. and Majesco Sales
Inc. (incorporated by reference to Exhibit 10.8 to our Current Report
on Form 8-K filed on September 22,
2004). |
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10.15 |
License Agreement, dated
June 30, 2000, by and between Activision Publishing, Inc.
and Majesco Sales Inc. (incorporated by reference to Exhibit 10.1 to
our Current Report on Form 8-K filed on September 22,
2004). |
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10.16 |
Third
Amendment, dated June 30, 2000, to License Agreement,
dated September 22, 2002, by and between Majesco Sales
Inc. and Activision Publishing, Inc. (incorporated by reference to
Exhibit 10.4 to our Current Report on Form 8-K filed on
September 22,
2004). |
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10.17 |
Escrow Agreement, dated
February 19, 2004, by and among Majesco Holdings Inc.,
Jesse Sutton, Joseph Sutton, Adam Sutton, Morris Sutton, on behalf of
Sarah Sutton and American Stock Transfer and Trust Company
(incorporated by reference to Exhibit 10.17 to an Amendment to our
Registration Statement on Form S-1 filed on October 19,
2004). |
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10.18 |
Employment Agreement,
dated August 24, 2004, by and among Majesco Holdings
Inc., Majesco Sales Inc. and Carl Yankowski (incorporated by reference
to Exhibit 10.1 to an Amendment to our Current Report on Form 8-K filed
on August 31,
2004). |
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10.19 |
Factoring Agreement,
dated April 24, 1989, between Majesco Sales Inc. and
Rosenthal & Rosenthal, Inc. (incorporated by reference to Exhibit
10.1 to our Current Report on Form 8-K filed on October
22, 2004). |
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10.20 |
Amendment to
Factoring Agreement, dated March 18, 1999, between
Majesco Sales Inc. and Rosenthal & Rosenthal, Inc. (incorporated by
reference to Exhibit 10.2 to our Current Report on Form 8-K filed on
October 22,
2004). |
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10.21 |
Amendment to Factoring
Agreement, dated September 30, 2004, between Majesco
Sales Inc. and Rosenthal & Rosenthal, Inc. (incorporated by
reference to Exhibit 10.3 to our Current Report on Form 8-K filed on
October 22,
2004). |
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10.22 |
Assignment of Monies Due
Under Factoring Agreement, dated July 21, 2000, by and
among Majesco Sales Inc., Rosenthal & Rosenthal, Inc. and Transcap
Trade Finance (incorporated by reference to Exhibit 10.4 to our Current
Report on Form 8-K filed on October 22,
2004). |
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10.23 |
Master Purchase Order
Assignment Agreement, dated July 21, 2000, between
Majesco Sales Inc. and Transcap Trade Finance (incorporated by
reference to Exhibit 10.5 to our Current Report on Form 8-K filed on
October 22,
2004). |
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10.24 |
Sixth Amendment to
Master Purchase Order Assignment Agreement, dated September
12, 2003, by and between Transcap Trade Finance and Majesco
Sales Inc. (incorporated by reference to Exhibit 10.6 to our Current
Report on Form 8-K filed on October 22,
2004). |
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10.25 |
Seventh Amendment to
Master Purchase Order Assignment Agreement, dated October
16, 2003, by and between Transcap Trade Finance and Majesco
Sales Inc. (incorporated by reference to Exhibit 10.7 to our Current
Report on Form 8-K filed on October 22,
2004). |
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10.26 |
Eighth Amendment to
Master Purchase Order Assignment Agreement, dated April
14, 2004, by and between Transcap Trade Finance and Majesco
Sales Inc. (incorporated by reference to Exhibit 10.8 to our Current
Report on Form 8-K filed on October 22,
2004). |
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10.27 |
Guaranty and Pledge
Agreement, dated July 21, 2000, by and among Jesse
Sutton, Joseph Sutton, Morris Sutton, Adam Sutton and Transcap Trade
Finance (incorporated by reference to Exhibit 10.9 to our Current
Report on Form 8-K filed on October 22,
2004). |
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10.28 |
Security Agreement and
Financing Statement, dated July 21, 2000, by and among
Majesco Sales Inc. and Transcap Trade Finance (incorporated by
reference to Exhibit 10.10 to our Current Report on Form 8-K filed on
October 22,
2004). |
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10.29 |
Employment Agreement,
dated October 5, 2004, by and between Majesco Sales Inc.,
Majesco Holdings Inc. and Patrick Flaherty (incorporated by reference
to Exhibit 10.01 to our Current Report on Form 8-K filed on
October 8, 2004). |
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10.30 |
Form
of Warrant Exercise Agreement, dated December 17, 2004
(incorporated by reference to Exhibit 10.1 to our Current Report on
Form 8-K filed on January 7,
2004). |
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10.31 |
Amendment to the
Amended and Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.5 to our Annual Report on Form 10-K filed on
January 31,
2005). |
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10.32 |
Employment
Agreement, dated October 5, 2004, by and between Majesco
Holdings Inc. and Patrick Flaherty (incorporated by reference to
Exhibit 10.01 to our Current Report on Form 8-K filed on October
8,
2004). |
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10.33 |
Employment
Agreement, dated February 2, 2005 by and between Majesco
Holdings Inc., Majesco Sales Inc. and Lester E. Greenman (incorporated
by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed
on March 17,
2005). |
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10.34 |
Certificate of
Ownership Merging Majesco Sales Inc. with and into Majesco Holdings
Inc. (incorporated by reference to Exhibit 3.1 to our Current Report on
Form 8-K filed on April 14,
2005). |
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10.35 |
Restated
Certificate of Incorporation (incorporated by reference to Exhibit 3.1
to our Quarterly Report on Form 10-Q filed on June 14,
2005). |
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10.36 |
Restated Bylaws
(incorporated by reference to Exhibit 3.1 to our Quarterly Report on
Form 10-Q filed on June 14,
2005). |
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10.37 |
Amended and
Restated 2004 Employee, Director and Consultant Incentive Plan
(incorporated by reference to Exhibit 10.1 to our Quarterly Report on
Form 10-Q filed on June 14,
2005). |
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10.38 |
Form of
Non-Qualified Stock Option Agreement (incorporated by reference to
Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on June
14, 2005). |
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10.39 |
Form
of Incentive Stock Option Agreement (incorporated by reference to
Exhibit 10.3 to our Quarterly Report on Form 10-Q filed on June
14,
2005). |
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10.40 |
Director
Compensation Policy (incorporated by reference to Exhibit 10.4 to our
Quarterly Report on Form 10-Q filed on June 14,
2005). |
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10.41 |
Restated Bylaws
(incorporated by reference to Exhibit 3.1 to our Current Report on Form
8-K filed on June 17,
2005). |
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10.42 |
Employment
Agreement, dated June 27, 2005, by and between Majesco
Entertainment Company and John Gross (incorporated by reference to
Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on
September 14,
2005). |
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10.43 |
Severance
Agreement, dated July 8, 2005, by Majesco Entertainment
Company and Carl Yankowski (incorporated by reference to Exhibit 10.2
to our Quarterly Report on Form 10-Q filed on September
14,
2005). |
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10.44 |
Separation
Agreement, dated August 2, 2005, by Majesco Entertainment
Company and Lester E. Greenman (incorporated by reference to Exhibit
10.3 to our Quarterly Report on Form 10-Q filed on September
14,
2005). |
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10.45 |
Revised Director
Compensation Policy (incorporated by reference to Exhibit 10.4 to our
Quarterly Report on Form 10-Q filed on September 14,
2005). |
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10.46 |
Amendment to
Factoring Agreement, dated October 18, 2005. (previously
filed) |
21.1 Subsidiaries. (previously
filed)
23.1 Consent of Goldstein Golub
Kessler LLP. (previously
filed)
*31.1 Certification of Principal
Executive Officer
*31.2 Certification of
Principal Financial
Officer.
*32.1 Section 1350 Certificate
of President and Chief Financial
Officer.
*Filed
herewith.
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SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
MAJESCO ENTERTAINMENT COMPANY AND
SUBSIDIARY
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| By: |
/s/
Jesse Sutton
Jesse Sutton
Interim Chief Executive
Officer |
Date: September 27,
2006
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and
on the dates
indicated.
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| SIGNATURE |
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TITLE |
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DATE |
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| /s/ John
Gross |
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Chief Financial Officer
(principal
financial and accounting
officer) |
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September 27, 2006 |
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| John Gross |
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| /s/
Laurence Aronson |
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Director |
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September 27,
2006 |
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| Laurence
Aronson |
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| /s/ Keith Harrison |
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Director |
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September 27,
2006 |
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| Keith
Harrison |
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| /s/ Louis Lipschitz |
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Director |
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September 27,
2006 |
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| Louis
Lipschitz |
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| /s/ Jesse Sutton |
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Director |
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September 27,
2006 |
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| Jesse
Sutton |
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| /s/ Marc Mazur |
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Director |
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September 27,
2006 |
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| Marc
Mazur |
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| /s/ Stephen Wilson |
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Director |
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September 27,
2006 |
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| Stephen
Wilson |
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