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): January 8, 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 |
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(Commission File Number) |
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(IRS Employer |
of incorporation) |
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Identification No.) |
160 Raritan Center Parkway,
Edison, New Jersey
(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):
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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)) |
Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The information set forth under this “Item 2.02 Results of Operations and Financial
Condition”, including the exhibit attached hereto, shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated
by reference into any filing under the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such filing.
Attached as Exhibit 99.1 is a copy of a press release of Majesco Entertainment Company, dated
January 13, 2009, announcing certain financial results for its fiscal fourth quarter and fiscal
year ended October 31, 2008.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(e) On
January 8, 2009, Majesco Entertainment Company (the “Company”) entered into an employment
agreement (the “Agreement”) with Jesse Sutton, the Company’s Chief Executive Officer. Under the
Agreement, Mr. Sutton will retain his current base salary of $363,000 per calendar year
(the “Base Salary”). In addition, he will be eligible to (i) receive an annual cash bonus in an
amount up to 100% of the Base Salary based on the achievement of the objectives set forth as part
of the Company’s bonus plan for executives (the “Annual Cash Bonus”), and (ii) participate in any
incentive compensation program(s) (including any long-term incentive programs) provided by the
Company. It is expected that such incentive programs will include compensation in the form of
equity awards, and have an annual aggregate grant value worth approximately 100% of the Base
Salary, which amount may be adjusted by the Board of Directors in its discretion.
In the
event that Mr. Sutton’s employment is terminated without Cause
or he resigns for Good Reason (both as defined in the Agreement), the Company shall continue to pay Mr.
Sutton’s Base Salary then in effect for twelve months following the date of termination on a
regular payroll basis (the “Severance Payment”). In addition, the Company shall pay Mr. Sutton, in
a lump sum within thirty days of his termination, two payments: (1) a payment equal to the average
of the percentages used to calculate Mr. Sutton’s Annual Cash Bonus in each of the previous three
fiscal years multiplied by Mr. Sutton’s then-current Base Salary (the “Severance Bonus”) and (2) a
payment for accrued but untaken vacation days. Further, all unvested restricted stock, stock
options and other equity awards held by Mr. Sutton at the time of such termination shall accelerate
and fully vest as of the date of termination. Further still, during the twelve-month severance
period, the Company shall continue its contributions toward Mr. Sutton’s health care, dental,
disability and life insurance benefits on the same basis as immediately prior to the date of
termination. In the event that such termination or resignation occurs within twenty-four months
following a Change of Control (as defined in the Agreement), then Mr. Sutton shall be entitled to
receive, within thirty days of his termination: (1) a payment in an amount equal to two years Base
Salary; (2) the Severance Bonus; and (3) a payment for accrued but untaken vacation days.
In the event of a termination upon death or for disability, the Company shall have no further
obligations other than to pay to Mr. Sutton (or to his estate) the compensation and benefits
through the last day of his actual employment by the Company. In addition, in the event of a
termination upon Mr. Sutton’s death all unvested restricted stock, stock options and other equity
awards then held by him shall accelerate and fully vest as of the date of termination. In
addition, in the event of a termination for disability, any unvested restricted stock, stock
options and other equity awards held by Mr. Sutton that would have vested (without the occurrence
of any other events) over the twelve-month period immediately following the date of termination for
disability, shall accelerate and vest as of the date of termination.
The Agreement contains standard confidentiality and non-compete provisions.
The foregoing description of the Agreement is qualified in its entirety by reference to the full
text of the Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated in this Item 5.02 by reference.