SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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): December 5, 2003
CONNECTIVCORP
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 333-70663 606-1529524
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(State or Other Jurisdiction of (Commission File (I.R.S. Employer
Incorporation) Number) Identification No.)
160 Raritan Center Plaza, Edison, NJ 08837
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 750-5858
750 Lexington Ave., 24th Floor, New York, NY 10022
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(Former Name or Former Address, if Changed Since Last Report.)
ITEM 1. CHANGE OF CONTROL OF REGISTRANT
On December 5, 2003, ConnectivCorp (the "Company"), a Delaware corporation, CTTV
Merger Corp., a Delaware corporation and a wholly-owned subsidiary of the
Company ("Majesco Acquisition"), and Majesco Sales Inc. ("Majesco"), a New
Jersey corporation, consummated a merger (the "Merger") pursuant to the
Agreement and Plan of Merger, dated as of November 10, 2003, as amended, (the
"Merger Agreement"), among the Company, Majesco Acquisition and Majesco.
Pursuant to the Merger Agreement, Majesco Acquisition merged with and into
Majesco and as a result, Majesco was the surviving corporation and became a
wholly-owned subsidiary of the Company.
Pursuant to the Merger Agreement, all of the Majesco shares of common stock
outstanding immediately prior to the effective time of the Merger were
exchanged, in the aggregate, for 15,325,000 shares of the Company's common stock
and 925,000 shares of the Company's Series A Preferred Stock. The total number
of issued and outstanding shares of the Company's common stock was approximately
38,178,392 immediately after giving effect to the Merger. The 925,000 shares of
Series A Preferred Stock that were issued in the Merger are convertible into
65,675,000 shares of the Company's common stock at such time that the Company
effectuates an amendment to its Certificate of Incorporation to increase its
authorized common stock.
As a result of the Merger, the former stockholders of Majesco held, immediately
after the Merger, approximately 40% of the issued and outstanding shares of the
Company's common stock. After giving effect to the Merger, the former
stockholders of Majesco own a number of shares of Series A Preferred Stock
which, when voting together with their shares of common stock, represent 80% of
the voting power of the stockholders.
Pursuant to the terms of the Merger Agreement, on December 5, 2003, David
Goddard, Ivan Berkowitz and Elliot Goldman resigned from the Board and from any
positions held as officers of the Company. Following the appointment of Morris
Sutton (Chairman), Jesse Sutton and Joseph Sutton to serve on the Board, Robert
S. Ellin resigned from the Board and from any positions held as an officer of
the Company. The three new members of the Board had also served as the members
of the Majesco board of directors prior to the Merger. The following persons
were appointed to serve as officers of the Company immediately after the
effective time of the Merger: Jesse Sutton as Chief Executive Officer and
President; Jan Chason as Chief Financial Officer; Joseph Sutton as Executive
Vice President of Research and Development and Joseph Tuchinsky as General
Counsel, Secretary and Senior Vice President of Business and Legal Affairs.
A copy of the press release of the Company with respect to the Merger, the
Merger Agreement and the Amendment to Agreement and Plan of Merger, dated
December 5, 2003 by and among the Company, Majesco Acquisition and Majesco are
included herein as Exhibits 99.1, 2.1 and 2.2, respectively. The information
contained in the Merger Agreement, as amended, and the press release is
incorporated by reference herein and the foregoing description of the Merger
Agreement, as amended, and the Merger is qualified in its entirety by reference
to such exhibits.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
As a result of the Merger, the Company acquired all of the outstanding shares of
Majesco capital stock. For accounting purposes, the acquisition was treated as
an acquisition of the Company by Majesco with Majesco as the acquiror. The
historical consolidated financial statements of Majesco prior to December 5,
2003 will be the Company's historical financial statements. The information
contained in Item 1 above is incorporated herein by reference. The Company
intends to continue the business and operations of Majesco as its sole ongoing
operations of the Company. Majesco is a publisher, developer and distributor of
interactive entertainment software and accessories for a variety of gaming
platforms.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired.
As of the date of filing of this Current Report on Form 8-K, it is impracticable
for the Registrant to provide the financial statements required by this Item
7(a). In accordance with Item 7(a)(4) of Form 8-K, such financial statements
shall be filed by amendment to this Form 8-K no later than 60 days after
December 22, 2003.
(b) Pro Forma Financial Information.
As of the date of filing of this Current Report on Form 8-K, it is impracticable
for the Registrant to provide the pro forma financial information required by
this Item 7(b). In accordance with Item 7(b) of Form 8-K, such financial
statements shall be filed by amendment to this Form 8-K no later than 60 days
after December 22, 2003.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated November 10, 2003, by and among the
Company, Majesco Acquisition and Majesco.
2.2 Amendment to Agreement and Plan of Merger, dated December 5, 2003, by
and among the Company, Majesco Acquisition and Majesco.
99.1 Press Release dated December 8, 2003.
SIGNATURE
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.
CONNECTIVCORP
Date: December 22, 2003 By: /s/ Jesse Sutton
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Name: Jesse Sutton
Title: President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated November 10, 2003, by and
among the Company, Majesco Acquisition and Majesco.
2.2 Amendment to Agreement and Plan of Merger, dated December 5, 2003,
by and among the Company, Majesco Acquisition and Majesco.
99.1 Press Release dated December 8, 2003.