cool8k_oct152015.htm


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): October 15, 2015
_________
 
MAJESCO ENTERTAINMENT COMPANY
(Exact name of registrant as specified in its charter)
   
Delaware
(State or other jurisdiction
of incorporation)
 
000-51128
(Commission File Number)
 
06-1529524
(IRS Employer
Identification No.)
 
404I-T Hadley Road
S. Plainfield, New Jersey 07080
(Address of principal executive offices and zip code)
 
Registrant’s 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):

o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On October 15, 2015, our board of directors approved a revised version of the Certificate of Designations, Preferences and Rights of the Company’s 0% Series D Convertible Preferred Stock (the “Preferred D Shares”). This revised document will be filed with the Delaware Secretary of State. The Preferred D Shares are convertible into shares of common stock based on a conversion calculation equal to the stated value of such Preferred D Share, plus all accrued and unpaid dividends, if any, on such Preferred D Share, as of such date of determination, divided by the conversion price. The stated value of each Preferred D Share is $1,000.00 and the initial conversion price is $100.00 per share, each subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, subdivisions or other similar events. The Company is prohibited from effecting a conversion of the Preferred D Shares to the extent that, as a result of such conversion, such investor would beneficially own more than 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of the Preferred D Shares.  Upon 61 days written notice, the beneficial ownership limitation may be increased by the holder up to, but not exceeding, 9.99%. Holders of Series D Preferred shares are not entitled to vote on matters submitted to a vote of stockholders. Pursuant to the Certificate of Designations, Preferences and Rights of the 0% Series D Convertible Preferred Stock, the Preferred D Shares bear no interest and shall rank senior to the Company’s other classes of capital stock.
 
Item 9.01 Financial Statements and Exhibits
 
Exhibit No.
Description
4.1
Certificate of Designations, Preferences and Rights for 0% Series D Convertible Preferred Stock
 
 
 

 
 
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 ENTERTAINMENT COMPANY
 
 
Dated: October 19, 2015 
 /s/ John Stetson 
 
 
John Stetson
 
 
Chief Financial Officer