UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CONNECTIVCORP
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(Name of Issuer)
Common Stock (par value $.001 per share)
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(Title of Class of Securities)
784495103
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(CUSIP Number)
Joseph Sutton
160 Raritan Center Parkway
Edison, New Jersey 08837
(732) 225-8910
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 5, 2003
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
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13D
CUSIP NO. 784495103
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Joseph Sutton
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 2,529,625
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 206,500(1)
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EACH 9 SOLE DISPOSITIVE POWER
REPORT
REPORTING 2,529,625
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 206,500(1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,529,625
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
(See Instructions)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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(1) The Shares are held by the Jesse. M. Sutton Foundation, of which Mr.
Sutton is the Vice President. Mr Sutton disclaims beneficial ownership
of these securities except to the extent of his pecunary interest
therein.
2
Item 1. Security and Issuer
The title of the class of equity securities to which the statement on
Schedule 13D relates is the common stock, $.001 par value per share (the "Common
Stock") of ConnectivCorp, a Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 160 Raritan Center Parkway,
Edison, New Jersey 08837.
Item 2. Identity and Background
This Schedule 13D is being filed on behalf of Mr. Joseph Sutton, a U.S.
citizen (the "Reporting Person"). Mr. Sutton is an officer and director of the
Company. Mr. Sutton's business address is 160 Raritan Center Parkway, Edison,
New Jersey 08837.
During the last five years, the Reporting Person has not (i) been
convicted in any criminal proceeding or (ii) been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which he was subject to any judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The shares of Common Stock were acquired, pursuant to a merger
transaction, in exchange for all of the issued and outstanding securities of
Majesco Sales, Inc., a New Jersey corporation ("Majesco"), held by the Reporting
Person.
Item 4. Purpose of Transaction
On November 10, 2003 the Company entered into an Agreement and Plan of
Merger, whereby the Company acquired 100% of the outstanding common stock of
Majesco, with Majesco becoming a wholly-owned subsidiary of the Company, in
exchange for approximately 80% of the issued and outstanding shares of the
Company on a fully-diluted basis. The merger was completed on December 5, 2003,
at which time a wholly-owned subsidiary of the Company merged with and into
Majesco (the "Merger"). By virtue of the Merger, all shares of Majesco's common
stock, no par value per share, issued and outstanding immediately prior to the
effective time of the Merger were converted, on a pro rata basis, into the right
to receive 15,325,000 fully paid and non-assessable shares of Common Stock and
925,000 shares of the Company's Series A Preferred Stock, par value $0.001 per
share, having the rights, preferences, designations and privileges as set forth
in a Certificate of Designations, as filed with the Secretary of State of the
State of Delaware on November 14, 2003. The shares of Series A Preferred Stock
are non-convertible unless and until such time as the Company receives
shareholder approval to increase the authorized Common Stock to allow for the
conversion of all of the outstanding Series A Preferred Stock into 65,675,000
shares of Common Stock.
3
Other than as described above, the Reporting Persons does not have any
plan or proposal which relates to, or would result in:
(a) the acquisition by any person of additional securities of the Company, or
the disposition of securities of the Company;
(b) an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or any of
its subsidiaries;
(d) any change in the present board of directors or management of the Company,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy of the
Company;
(f) any other material change in the Company's business or corporate structure,
including but not limited to, if the Company is a registered closed-end
investment company, any plans or proposals to make any changes in its investment
policy for which a vote is required by Section 13 of the Investment Company Act
of 1940;
(g) changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person;
(h) causing a class of securities of the Company to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities Act
of 1933; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) Mr. Sutton beneficially owns an aggregate of 2,529,625 shares of Common
Stock, representing approximately 6.6% of the issued and outstanding shares of
Common Stock.
(b) (i) Mr. Sutton has sole power to vote and dispose of the 2,529,625
shares of Common Stock directly owned by him.
(ii) Mr. Sutton has the shared power to vote and dispose of 206,500
shares of Common Stock held by the Jesse M. Sutton Foundation,
of which Mr. Sutton is an officer.
4
(c) During the sixty (60) days preceding the filing of this Statement, the
Reporting Person effected the transaction described in Item 3 of this Statement.
(d) Not applicable
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Not applicable
Item 7. Material to be Filed as Exhibits
99.1 Agreement and Plan of Merger, dated November 10, 2003, by and among
ConnectivCorp, CTTV Merger Corp. and Majesco Sales, Inc. (incorporated
by reference to the Schedule 13D filed by Mr. Jesse Sutton, on December
12, 2003, file no. 005-56967).
99.2 Amendment to Agreement and Plan of Merger, dated December 5, 2003, by
and among ConnectivCorp, CTTV Merger Corp. and Majesco Sales, Inc.
(incorporated by reference to the Schedule 13D filed by Mr. Jesse
Sutton, on December 12, 2003, file no. 005-56967).
5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Joseph Sutton
December 10, 2003
(Date)
/s/ Joseph Sutton
(Signature)
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