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): November 10, 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 On November 4, 2004, Majesco Holdings Inc. appointed Laurence Aronson to the board of directors of the company, increasing the size of the board from eight to nine members. From July 2003 through the present, Mr. Aronson has served as President and Chief Executive Officer of Cartwheel LLC, a marketing services company. From June 2000 to January 2003, he was the President-Sales and Customer Marketing at Revlon USA. Prior to that, Mr. Aronson held senior leadership positions at both Procter & Gamble and Warner Lambert/Adams USA. He is 48 years old. There are no arrangements or understandings between Mr. Aronson and any other person pursuant to which Mr. Aronson was selected as a director. There are no transactions to which the company is a party and in which Mr. Aronson had a material interest that are required to be disclosed under Item 404(a) of Regulation S-K. Mr. Aronson has not previously held any positions with the company. Mr. Aronson has no family relations with any directors or executive officers of the company. 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: November 10, 2004 By: /s/ Carl J. Yankowski ------------------------- Carl J. Yankowski Chief Executive Officer