Current Report Filing (8-k)
May 12 2017 - 5:33PM
Edgar (US Regulatory)
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):
|
May 12, 2017 (May 9, 2017)
|
Majesco
(Exact Name of Registrant as Specified
in its Charter)
California
|
|
001-37466
|
|
77-0309142
|
(State
or Other Jurisdiction
of Incorporation)
|
|
(Commission File
Number)
|
|
(IRS Employer Identification
No.)
|
412 Mount Kemble Ave, Suite 110C, Morristown,
NJ 07960
(Address
of Principal Executive Offices)
Registrant's telephone number, including area code
|
(973) 461-5200
|
N/A
(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:
|
¨
|
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))
|
Indicate by check mark whether the registrant is an emerging
growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
x
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
¨
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On May 9, 2017, Majesco’s subsidiary Majesco Software
and Solutions India Private Limited ( “MSSIPL”) and Standard Chartered Bank entered into an Export Invoice Financing
Facility, Working Capital Overdraft Facility, Short Term Loans Facility, Bonds and Guarantees Facility and Pre Shipment Financing
Under Export Orders Facility (the “Combined Facility”) pursuant to which Standard Chartered Bank agrees to a Combined
Facility of up to INR 200,000,000 ($3,190,406 at exchange rates in effect on the date hereof).
The Export Invoice Financing Facility is for the financing
of MSSIPL’s sale of goods, as evidenced by MSSIPL’s invoice to the customer. Each amount drawn is required to be repaid within 90 days. The interest on
this facility is based on the marginal cost of funds based lending rate (“MCLR”) plus a margin to be agreed with
Standard Chartered Bank at the time of each drawdown. The MCLR is to be determined on the date of each disbursement and be
effective until repayment. Interest will accrue from the utilization date to the date of repayment or payment of
that utilization.
The Working Capital Overdraft Facility and the Short Term Loans
Facility are for working capital purposes and subject to sub-limits. The interest on these facilities is based on the MCLR plus
a margin to be agreed with Standard Chartered Bank at the time of each borrowing. The MCLR is to be determined on the date of each
disbursement and be effective until repayment or maturity. Interest will accrue from the draw down date up to the repayment or
maturity date.
The Bonds and Guarantees Facility is for the issuance of guarantees
and subject to commissions as agreed with Standard Chartered Bank from time to time.
The Pre Shipment Financing Under Export Orders Facility is for
the purchase of raw material, processing, packing, transportation, warehousing and other expenses and overheads incurred by MSSIPL
to ready goods for sale. The interest on this facility is based on the MCLR plus a margin to be agreed with Standard Chartered
Bank at the time of each borrowing. The MCLR is to be determined on the date of utilization and be effective until repayment. Interest
will accrue from the utilization date up to the repayment date.
The interest under the Combined Facility may be changed by Standard
Chartered Bank upon the occurrence of certain market disruption events. The Combined Facility is secured by a first pari passu
security interest over the current assets of MSSIPL.
The foregoing summary of the Combined Facility with Standard
Chartered Bank does not purport to be complete and is qualified in its entirety by reference to the Facility Letter attached hereto
as Exhibit 10.1 and incorporated herein by reference.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN
OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
Reference is made to the disclosure under Item 1.01 above which
is hereby incorporated in this Item 2.03 by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
10.1 Facility Letter, dated May 9, 2017, by and between Majesco
Software and Solutions India Private Limited and Standard Chartered Bank.
10.2 Master Credit Terms with Standard Chartered Bank.
10.3 Unattested Memorandum of Hypothecation with Standard Chartered
Bank.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
Majesco
|
|
|
|
|
By:
|
/s/ Ketan Mehta
|
|
|
Ketan Mehta, President and Chief Executive Officer
|
Date: May 12, 2017
EXHIBIT INDEX
10.1 Facility Letter, dated May 9, 2017, by and between Majesco
Software and Solutions India Private Limited and Standard Chartered Bank.
10.2 Master Credit Terms with Standard Chartered Bank.
10.3 Unattested Memorandum of Hypothecation with Standard Chartered
Bank.
Majesco (NASDAQ:MJCO)
Historical Stock Chart
From Mar 2024 to Apr 2024
Majesco (NASDAQ:MJCO)
Historical Stock Chart
From Apr 2023 to Apr 2024