Current Report Filing (8-k)

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 4, 2016

MAJESCO ENTERTAINMENT COMPANY

(Exact name of registrant as specified in its charter)

Delaware	000-51128	06-1529524
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		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

(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:

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 7.01

Item 8.01

Regulation FD Disclosure

Other Events

On January 4, 2016, Majesco Entertainment Company (the “Company”) declared a special cash dividend of an aggregate of Ten Million Dollars ($10,000,000) (the “Dividend”), to be paid to all holders of record on January 14, 2016 of its outstanding shares of: (i) common stock (ii) Series A Convertible Preferred Stock; (iii) Series B Convertible Preferred Stock; (iv) Series C Convertible Preferred Stock and (v) Series D Convertible Preferred Stock. The holders of record of the Company’s outstanding preferred stock will participate in receiving their pro rata portion of the Dividend on an “as converted” basis. The Dividend is payable on January 15, 2016. As of January 4, 2015, the Company had outstanding: 11,259,293 shares of common stock; 8,626,968 shares of Series A Convertible Preferred Stock convertible into an aggregate of 8,626,968 shares of common stock; 54,202 shares of Series B Convertible Preferred Stock convertible into an aggregate of 5,420,200 shares of common stock; 25,764 shares of Series C Convertible Preferred Stock convertible into an aggregate of 2,576,400 shares of common stock; and 168,333 shares of Series D Convertible Preferred Stock convertible into an aggregate of 1,683,330 shares of common stock.

The information disclosed under this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.

A copy of the press release announcing the Dividend is included as Exhibit 99.1 to this Form 8-K

Item 9.01

Financial Statements and Exhibits

Exhibit No.		Description
99.1		Press Release dated January 5, 2016

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: January 5, 2016	/s/ John Stetson
	John Stetson
	Chief Financial Officer

Exhibit 99.1

Majesco Entertainment Announces Special Dividend

SOUTH PLAINFIELD, NJ – (Marketwired – January 6, 2015) – Majesco Entertainment Company (NASDAQ: COOL) (the “Company”), an innovative provider of downloadable games for the mass market, announced today that its Board of Directors has authorized a special dividend of approximately $0.33 per common share (including common share equivalents) in cash, payable on January 15, 2016 to shareholders of record as of January 14, 2016.

Barry Honig, Co-Chairman and Chief Executive Officer, commented: "This special dividend is another step in returning value to shareholders. We will continue to explore options for delivering value with our low overhead and cash position."

The exact dividend amount is subject to final calculation. Shareholders do not need to take any action to receive the dividend. Shares held in brokerage accounts and street name should receive the dividend by credit to their brokerage account. Equity Stock Transfer has been appointed paying agent for administration of the dividend and any questions should be directed to the attention of Nora Marckwordt at 212-575-5757.

About Majesco Entertainment Company

Majesco Entertainment Company is an innovative developer, marketer, publisher and distributor of interactive entertainment for consumers around the world. Building on more than 25 years of operating history, Majesco develops and publishes a wide range of video games on digital networks through its Midnight City label. Majesco is headquartered in Plainfield, New Jersey, and its shares are traded on The Nasdaq Capital Market under the symbol: COOL. More info can be found online at majescoent.com or on Twitter at twitter.com/majesco.

Forward-Looking Statements

Certain statements contained in this release are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward looking statements contained in this release relate to, among other things, the Company’s ongoing compliance with the requirements of The NASDAQ Stock Market. They are generally identified by words such as "believes," "may," "expects," "anticipates," "should'" and similar expressions. Readers should not place undue reliance on such forward-looking statements, which are based upon the Company's beliefs and assumptions as of the date of this release. The Company's actual results could differ materially due to risk factors and other items described in more detail in the "Risk Factors" section of the Company's Annual Reports filed with the SEC (copies of which may be obtained at www.sec.gov). Subsequent events and developments may cause these forward-looking statements to change. The Company specifically disclaims any obligation or intention to update or revise these forward-looking statements as a result of changed events or circumstances that occur after the date of this release, except as required by applicable law.

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