UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): March 9, 2009
MAJESCO ENTERTAINMENT COMPANY
(Exact name of registrant as specified in its charter)
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Delaware |
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001-32404 |
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06-1529524 |
(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
160 Raritan Center Parkway,
Edison, New Jersey
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (732) 225-8910
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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ITEM 5.02 |
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DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
(d) Effective as of March 9, 2009, the Board of Directors (the Board) of Majesco
Entertainment Company (the Company) appointed Keith McCurdy to serve as a Class II Director until
the 2010 Annual Meeting of the Companys stockholders.
Mr. McCurdy will serve on the Compensation committee.
There are no arrangements or understandings between Mr. McCurdy and any other person pursuant to
which Mr. McCurdy was selected as a director. There are no transactions to which the Company is a
party and in which Mr. McCurdy has a material interest that is required to be disclosed under Item
404(a) of Regulation S-K.
Mr. McCurdy has not previously held any positions with the Company and has no family relations with
any directors or executive officers of the Company.
On March 10, 2009, the Company issued a press release announcing Mr. McCurdys appointment to the
Board. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
As previously disclosed, in January 2009 the Company entered into an amendment to a securities
class action settlement agreement relating to litigation pending in the United States District
Court, District of New Jersey (the Court). Under the terms of the amended settlement agreement,
the Company will make a cash payment totaling $700,000 in three installments, two of which were
made in January and February 2009, and the last of which is due to be paid in May 2009. The Company
will also contribute one million shares of its common stock and the Companys insurance carrier will
also make a cash payment.
On February 23, 2009, the settlement was approved by the Court, and the class action was dismissed.
The dismissal is subject to appeal through March 25, 2009. If there is no appeal, the settlement
will become effective, and the Company will contribute the shares to the settlement fund by March
27, 2009. The settlement administrator will thereafter distribute the shares to eligible settlement
claimants.
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ITEM 9.01. |
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FINANCIAL STATEMENTS AND EXHIBITS. |
(d) The following exhibits are furnished with this report:
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Exhibit Number |
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Description |
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Exhibit 99.1
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Press Release, dated March 10, 2009. |
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