SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF
THE SECURITIES EXCHANGE ACT OF 1934
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[X] Preliminary Information Statement
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Rule 14c-5(d)(2)
[ ] Definitive Information Statement
CONNECTIVCORP
(Name of Registrant as Specified in Its Charter)
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CONNECTIVCORP
160 Raritan Center Parkway
Edison, New Jersey 08837
NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
To the stockholders of ConnectivCorp:
ConnectivCorp ("ConnectivCorp") hereby gives notice to its stockholders that the
holders of a majority of the outstanding shares of voting stock of ConnectivCorp
have taken action by written consent to approve the following actions:
1. The amendment of our Amended and Restated Certificate of Incorporation (the
"Certificate of Incorporation") to change the name of ConnectivCorp to
"Majesco Holdings Inc.";
2. The amendment of our Certificate of Incorporation to increase the
authorized number of shares of our common stock, par value $0.001 per
share, from 40,000,000 to 250,000,000;
3. The adoption of the 2004 Employee, Director and Consultant Stock Option
Plan (the "Plan") allowing us to grant options to purchase shares of our
common stock, par value $0.001 per share (the "Options") and make awards of
stock ("Stock Grants"). A total of 10,000,000 shares of common stock are
reserved for issuance under the Plan; and
4. The issuance of an aggregate of 100 Units (as defined below) to Jesse
Sutton, our President and Chief Executive Officer, and Joseph Sutton, our
Executive Vice President of Research and Development (the "Insiders") as
partial repayment of outstanding loans previously made to Majesco (as
defined below) by such Insiders.
You have the right to receive this notice if you were a stockholder of record of
ConnectivCorp at the close of business on February 13, 2004 (the "Record Date").
Since the actions will have been approved by the holders of the required
majority of the outstanding shares of our voting stock, no proxies were or are
being solicited.
We anticipate that these actions will become effective on or after April 15,
2004.
Edison, New Jersey
March 24, 2004
/s/ Jesse Sutton
-----------------------------------
Jesse Sutton
President & Chief Executive Officer
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
To our stockholders:
Why have I received these materials?
ConnectivCorp is required to deliver this information statement to everyone who
owns voting stock of ConnectivCorp in order to inform them that the holders of a
majority of the voting stock have taken certain actions that would normally
require a stockholders meeting without holding such a meeting. This information
statement is being sent to you because you are a holder of voting stock in
ConnectivCorp.
What action did the holders of a majority of the voting stock take?
A group of stockholders holding a total of approximately 73% of the total voting
stock (series A convertible preferred stock and common stock) outstanding in
ConnectivCorp took action by written consent to approve the following actions:
1. The amendment of our Certificate of Incorporation to change the name of
ConnectivCorp to "Majesco Holdings Inc.";
2. The amendment of our Certificate of Incorporation to increase the authorized
number of shares of our common stock, par value $0.001 per share, from
40,000,000 to 250,000,000;
3. The adoption of the Plan allowing us to grant the Options and make Stock
Grants. A total of 10,000,000 shares of common stock are reserved for issuance
under the Plan; and
4. The issuance of an aggregate of 100 Units (as defined below) to the Insiders
as partial repayment of outstanding loans previously made to Majesco by such
Insiders.
Why is it that these holders can approve these actions without having to hold a
meeting or having to send out proxies to all stockholders?
Our Certificate of Incorporation and bylaws and Delaware corporation law provide
that any corporate action upon which a vote of stockholders is required or
permitted may be taken without a meeting or vote of stockholders with the
written consent of stockholders having at least a majority of all the stock
entitled to vote upon the action if a meeting were held.
Is it necessary for me to do anything?
No. No other votes are necessary or required. We anticipate that the actions
described in this information statement will become effective on or after April
15, 2004.
Who is paying for the mailing of this information statement?
ConnectivCorp will pay the costs of preparing and sending out this information
statement. It will be sent to all holders of common stock and series A
convertible preferred stock by regular mail. We may reimburse brokerage firms
and others for expenses in forwarding information statement materials to the
beneficial owners of common stock and series A convertible preferred stock.
Can I object to the actions of these stockholders?
No. Delaware law does not provide for dissenter's rights in connection with the
approval of the actions described in this information statement.
Where can I get copies of this information statement or copies of
ConnectivCorp's annual report?
ConnectivCorp's filings, including the filings relating to our recent merger and
private placement, may be found on the SEC website at
http://www.sec.gov/index.htm.
In addition, copies of this information statement and our most recent annual
report filed with the Securities & Exchange Commission (the "SEC") on Form
10-KSB is available to stockholders at no charge upon request directed as
follows:
ConnectivCorp, 160 Raritan Center Parkway, Attn: Investor Relations
Edison, New Jersey 08837
How do I know that the group of stockholders voting to approve the actions
described in this information statement held more than a majority of the voting
stock?
On February 13, 2004, the date of the written consent to action by the holders
of a majority of the voting stock, there were 38,178,392 shares of common stock
outstanding and 925,000 shares of series A convertible preferred stock
outstanding. Holders of common
stock are entitled to one vote per share and holders of series A convertible
preferred stock are entitled to vote on an "as-converted" basis and therefore
get 71 votes per share. As of the Record Date (i) a total of 21,151,441 shares
of common stock, representing approximately 55.4% of the outstanding shares of
common stock, (ii) a total of 925,000 shares of series A convertible preferred
stock, representing 100% of the outstanding shares of series A convertible
preferred stock, and (iii) a total of 86,826,441 shares of voting stock,
representing approximately 83.6% of the outstanding shares of voting stock
(series A convertible preferred stock and common stock) of ConnectivCorp voting
together as a class, representing more than a majority of ConnectivCorp's
outstanding common stock, series A convertible preferred stock and voting stock
(series A convertible preferred stock and common stock), have delivered written
consents to the actions set forth herein.
Who are the stockholders who voted to approve the actions described in this
information statement?
The list of stockholders who consented to these actions and the percentage of
ownership of our voting stock of each is set forth below:
Number of Shares
Individual or Entity of Common Stock Percent of Class
-------------------- --------------- ----------------
Jesse Sutton 2,529,625 6.6%
Joseph Sutton 2,529,625 6.6%
Adam Sutton 2,529,625 6.6%
Sarah Sutton (1) 2,529,625 6.6%
Jesse M. Sutton Foundation (2) 206,500 0.5%
Atlantis Equities, Inc. 2,578,191 6.8%
Irwin L. Gross 3,248,250 8.5%
DA Advisors LLC 2,500,000 6.5%
Global International Services LLC 2,500,000 6.5%
Number of Shares
of Series A Convertible
Individual or Entity Preferred Stock Percent of Class
-------------------- --------------- ----------------
Jesse Sutton (3) 226,625 24.5%
Joseph Sutton (3) 226,625 24.5%
Adam Sutton (3) 226,625 24.5%
Sarah Sutton (1) (3) 226,625 24.5%
Jesse M. Sutton Foundation (2) 18,500 2.0%
Number of Shares
of Voting Stock
(Series A and Common
Individual or Entity Stock together) Percent of Class
-------------------- --------------- ----------------
Jesse Sutton (3) 18,620,000 17.9%
Joseph Sutton (3) 18,620,000 17.9%
Adam Sutton (3) 18,620,000 17.9%
Sarah Sutton (1) (3) 18,620,000 17.9%
Jesse M. Sutton Foundation (2) 1,520,000 1.5%
Atlantis Equities, Inc. 2,578,191 2.5%
Irwin L. Gross 3,248,250 3.1%
DA Advisors LLC 2,500,000 2.4%
Global International Services LLC 2,500,000 2.4%
(1) Pursuant to a voting agreement, Morris Sutton, Sarah Sutton's father, has
the power to vote the shares held in her name. The voting agreement does not
restrict Sarah from exercising all other rights of beneficial ownership,
including disposition and the right to receive payments of dividends or other
distributions with respect to the shares.
(2) Jesse Sutton, Joseph Sutton, and Morris Sutton, Jesse and Joseph Sutton's
father, act as officers of the Jesse M. Sutton Foundation, and each has the
power to vote and dispose of the shares held by the Foundation. The number of
shares disclosed under each of Jesse and Joseph Sutton in the table above does
not include the number of shares held by the Foundation.
(3) Since the Record Date, and in conjunction with our recent private placement,
the holders of shares of series A convertible preferred stock surrendered an
aggregate of 352,122 of their shares to ConnectivCorp (although this surrender
had no effect on the actions consented to by such holders on the Record Date).
Other than Sarah Sutton and the Jesse M. Sutton Foundation, all of the persons
and entities named above are believed to have sole voting and investment power
with respect to the shares beneficially owned by them, where applicable.
Who was entitled to vote to approve the actions described in this information
statement?
Every person or entity that owned either series A convertible preferred stock or
common stock in ConnectivCorp as of the Record Date was entitled to vote.
Although, every person or entity who owned series A convertible preferred stock
or common stock in ConnectivCorp as of the Record Date was entitled to vote,
only those stockholders identified in the previous question that actually voted
to approve the actions described in this information statement were necessary to
approve such actions.
Who is entitled to receive notice of these actions by the holders of a majority
of our voting stock?
Every person or entity that owned series A convertible preferred stock or common
stock in ConnectivCorp as of the date of this notice is entitled to receive a
copy of this information statement.
What consent was required in order to approve the actions described in this
information statement?
Proposal 1, to change the name of ConnectivCorp to "Majesco Holdings Inc.", and
Proposal 3, the adoption of the Plan, required the affirmative vote of holders
of a majority of the outstanding shares of our voting stock (series A
convertible preferred stock and common stock), voting together as a class.
Proposal 2, to approve the amendment of our Certificate of Incorporation to
increase our authorized common stock, required the affirmative vote of holders
of a majority of the outstanding shares of our voting stock, voting together as
a class, as well as a majority of the outstanding shares of our common stock,
voting together as a class.
For a discussion of the stockholder consent required with respect to Proposal 4,
the issuance of the Units to the Insiders for the partial repayment of loans
previously made by them to Majesco, see "Was stockholder consent required to
agree to issue the Units to the Insiders in partial repayment of outstanding
loans?" below.
A majority means one vote more than 50% of the number of shares voting. Since
the stockholders who acted by written consent to approve the actions described
in this information statement held more than a majority of all of the shares
outstanding which were entitled to vote, they could do this without a meeting by
consent and then inform you of the actions taken. The actions will become
effective 20 days after first sending you this information statement, which date
is anticipated to be on or after April 15, 2004.
Was stockholder consent required to agree to issue the Units to the Insiders in
partial repayment of outstanding loans?
No. Stockholder approval was not required for Proposal 4, the issuance of 100
Units to the Insiders, however, in light of the fact that we currently do not
have any disinterested members of our Board, the Board believes that stockholder
approval of the issuance of the Units to the Insiders is in the best interests
of the company and its stockholders.
Prior to the Merger, each Insider loaned Majesco approximately $1.8 million, for
an aggregate amount of approximately $3.6 million. With respect to a portion of
these loans, approximately $1.0 million, the Board determined that the issuance
of 100 Units to the Insiders for the repayment of such amounts was a fair value
and proper consideration in light of the then anticipated private placement,
which subsequently closed on February 25, 2004, whereby Units were sold in such
private placement for $10,000 each. The balance of such loans outstanding was
repaid in full to the Insiders in cash with the proceeds received in the private
placement.
Why is ConnectivCorp amending its Certificate of Incorporation?
On December 5, 2003, ConnectivCorp consummated a merger with Majesco Sales Inc.,
a New Jersey corporation ("Majesco"), whereby CTTV Merger Corp., ConnectivCorp's
wholly-owned subsidiary, merged with and into Majesco and ConnectivCorp
exchanged 15,325,000 shares of common stock and 925,000 shares of series A
convertible preferred stock for all of the issued and outstanding common stock
of Majesco (the "Merger"). The shares of series A convertible preferred stock
that were issued in the Merger are convertible into shares of our common stock,
at a ratio of 71 shares of common stock for each share of series A convertible
preferred stock, at such time as we effectuate an amendment to our Certificate
of Incorporation to increase our authorized common stock to allow for such
conversion. As a result of the Merger, the former stockholders of Majesco became
the beneficial owners of 78% of the total voting stock of ConnectivCorp (see
"Who are the stockholders who voted to approve the actions described in this
information statement?"). In addition, Majesco became our wholly-owned
subsidiary and our sole operating business.
In addition, we recently completed a private placement, in which the we issued
2,583 units (the "Units"), with each Unit consisting of (i) one share of 7%
convertible preferred stock, convertible into 10,000 shares of our common stock
and (ii) a three year warrant to purchase 10,000 shares of our common stock at
an exercise price of $1.00 per share. The 7% convertible preferred stock and the
warrants underlying the Units are convertible or exercisable, as applicable, for
common stock at such time as we effectuate an amendment to our Certificate of
Incorporation to increase the authorized common stock to allow for such
conversion.
The placement agent in the private placement received warrants to purchase up to
268 units in consideration for its services, a portion of which, up to 92 Units,
may be transferred to Atlantis Equities, Inc. or its members or affiliates.
Accordingly, the Board believes that it is prudent to increase the number of
authorized shares of common stock to allow us to reserve a sufficient number of
shares of common stock for issuance upon (i) conversion of the outstanding
shares of series A convertible preferred stock into shares of common stock, (ii)
conversion of shares of 7% preferred stock underlying the Units into shares of
common stock, (iii) exercise of the warrants underlying the Units for shares of
common stock, and (iv) conversion of shares of 7% preferred stock into shares of
common stock and the exercise of the warrants for shares of common stock
underlying the warrants for Units issued to the placement agent.
In addition, the Board believes that it is prudent to increase the number of
authorized shares of common stock to allow us to reserve a sufficient number of
shares of common stock in order to repay a loan made to the company that may be
satisfied in exchange for shares of our common stock.
Furthermore, pursuant to Proposal 3, the stockholders approved the adoption of
the Plan, and accordingly, we will need to reserve a sufficient number of shares
of common stock for issuances under the Plan.
The Board also believes that it is prudent to have additional shares of common
stock available for general corporate purposes, including, among other things,
acquisitions, equity financings, payment of stock dividends or other
recapitalization events which would require the issuance or reservation of
shares of common stock, none of which are specifically planned or anticipated at
the present time. The Board will determine whether, when and on what terms the
issuance of shares of common stock may be warranted in connection with any of
the foregoing purposes.
Note that the amendment to our Certificate of Incorporation will not affect the
number of authorized shares of series A convertible preferred stock or 7%
convertible preferred stock.
Why is ConnectivCorp adopting the 2004 Employee, Director and Consultant Stock
Option Plan?
The Board believes that the Plan is necessary as a means of providing equity
based incentives and compensation to employees, directors and consultants.
What are the material features of the Plan?
The following briefly describes the material features of the Plan and is
qualified, in its entirety, by reference to the full text of the Plan, which is
attached hereto as Exhibit 1.
1. Shares Available for Issuance. 10,000,000 shares of common stock are
reserved and available for the grant of Options and Stock Grants
(collectively, "Awards") under the Plan. Other than the Plan, the Company
has no other plan in effect under which Awards may be granted to employees.
The number of shares available under the Plan is subject to adjustment in
the event of stock splits, stock dividends, and other extraordinary events
(discussed further below). Shares available for Awards under the Plan may
be either authorized and unissued shares or shares held in or acquired for
the company's treasury. In certain circumstances, shares subject to
outstanding Awards may again become available for issuance pursuant to
other Awards available under the Plan. For example, canceled, forfeited or
expired Awards will again become available for the grant of new Awards
under the Plan. In the event of a recapitalization, stock split, stock
dividend, reorganization, business combination, or other similar corporate
transaction
or event affecting the common stock, adjustments may be made to the number
and kind of shares available for issuance subject to any outstanding
Awards.
2. Purpose. The purpose of the Plan is to encourage ownership of our common
stock by our employees, directors and certain consultants in order to
attract such people, to induce them to work for our benefit and to provide
additional incentive for them to promote our success.
3. Administration. The Plan is to be administered by the Board, except to the
extent that it delegates its authority to a committee of the Board.
4. Awards. The Plan authorizes the issuance of stock grants to our employees,
directors and consultants, the grant of incentive stock options to our
employees and the grant of non-qualified options to our employees,
directors and consultants (approximately 26 people). We have not granted
any Awards under the Plan as of the date of this information statement.
5. Options Exercise Price. For non-qualified options, the exercise price per
share is determined by the Board, subject to the limitation that the
exercise price at least equal the par value per share of our common stock
(i.e. $0.001 per share). For incentive stock options, the exercise price
per share is determined by the Board, subject to the limitation that the
exercise price at least equal 100% of the fair market value per share of
our common stock on the date of grant of the incentive stock option. If the
participant in the Plan owns more than 10% of the total combined voting
power of the company, the exercise price per share must at least equal 110%
of the fair market value per share of our common stock on the date of grant
of the incentive stock option.
6. Term of Options. The term of non-qualified options is determined by the
Board. For incentive stock options, the term of the option, like the
exercise price, depends upon the ownership interest of the optionee in the
company. Generally, the term of an incentive stock option is ten years. If
the optionee owns more than 10% of the total combined voting power of the
company, the term of the incentive stock option will be no more than five
years. An option is subject to early termination upon the termination of
employment or other relationship of the optionee with us, whether such
termination is at the option of us, the optionee, or as a result of the
death or disability of the optionee.
7. Term of Stock Grant. The date prior to which an offer of a stock grant must
be accepted by a grantee and the stock grant purchase price, if any, shall
be determined by the Board. A stock grant may be subject to repurchase by
us upon termination of employment of the grantee with the company, under
certain circumstances.
8. Vesting; Exercise of Options. An option may be exercised by giving written
notice to us together with provision for payment of the full exercise price
for the number of shares as to which the option is being exercised. The
ability of an optionee to exercise an option, however, is subject to the
vesting of the option. At the time the option is granted, a vesting period
is established, which generally extends over a period of a few years. As
the option vests, an optionee will be able to exercise the option with
respect to the vested portion of the shares and ultimately with respect to
all of the vested shares, until such time as the option expires or
terminates.
What are the federal income tax considerations of the Plan?
The following generally describes the federal income tax implications associated
with Awards granted under the Plan.
1. Incentive Stock Options. Incentive stock options are intended to qualify
for treatment under Section 422 of the Internal Revenue Code. An incentive
stock option does not result in taxable income to the optionee or a
deduction to the Company at the time it is granted or exercised, provided
that no disposition is made by the optionee of the shares acquired pursuant
to the option within two years after the date of grant of the option nor
within one year after the date of issuance of shares to him (referred to as
the "ISO holding period"). However, the difference between the fair market
value of the shares on the date of exercise and the option price will be an
item of tax preference includible in "alternative minimum taxable income."
Upon disposition of the shares after the expiration of the ISO holding
period, the optionee will generally recognize long term capital gain or
loss based on the difference between the disposition proceeds and the
option price paid for the shares. If the shares are disposed of prior to
the expiration of the ISO holding period, the optionee generally will
recognize taxable compensation, and the company will have a corresponding
deduction, in the year of the disposition, equal to the excess of the fair
market value of the shares on the date of exercise of the option over the
option price. Any additional gain realized on the disposition will normally
constitute capital gain. If the amount realized upon such a disqualifying
disposition is less than fair market value of the shares on the date of
exercise, the amount of compensation income will be limited to the excess
of the amount realized over the optionee's adjusted basis in the shares.
2. Non-Qualified Options. Options otherwise qualifying as incentive stock
options, to the extent the aggregate fair market value of shares with
respect to which such options are first exercisable by an individual in any
calendar year exceeds $100,000, and options designated as non-qualified
options will be treated as options that are not incentive stock options. A
non-qualified option ordinarily will not result in income to the optionee
or deduction to the company at the time of grant. The optionee will
recognize compensation income at the time of exercise of such non-qualified
option in an amount equal to the excess of the then value of the shares
over the option price per share. Such compensation income of optionees may
be subject to withholding taxes, and a deduction may then be allowable to
the company in an amount equal to the optionee's compensation income. An
optionee's initial basis in shares so acquired will be the amount paid on
exercise of the non-qualified option plus the amount of any corresponding
compensation income. Any gain or loss as a result of a subsequent
disposition of the shares so acquired will be capital gain or loss.
3. Stock Grants. With respect to stock grants under the Plan that result in
the issuance of shares that are either not restricted as to transferability
or not subject to a substantial risk of forfeiture, the grantee must
generally recognize ordinary income equal to the fair market value of
shares received. Thus, deferral of the time of issuance will generally
result in the deferral of the time the grantee will be liable for income
taxes with respect to such issuance. The company generally will be entitled
to a deduction in an amount equal to the ordinary income recognized by the
grantee. With respect to stock grants involving the issuance of shares that
are restricted as to transferability and subject to a substantial risk of
forfeiture, the grantee must generally recognize ordinary income equal to
the fair market value of the shares received at the first time the shares
become transferable or are not subject to a substantial risk of forfeiture,
whichever occurs earlier. A grantee may elect to be taxed at the time of
receipt of shares rather than upon lapse of restrictions on transferability
or substantial risk of forfeiture, but if the grantee subsequently forfeits
such shares, the grantee would not be entitled to any tax deduction,
including as a capital loss, for the value of the shares on which he
previously paid tax. The grantee must file such election with the Internal
Revenue Service within 30 days of the receipt of the shares. The company
generally will be entitled to a deduction in an amount equal to the
ordinary income recognized by the grantee.
Who are the principal stockholders of ConnectivCorp?
The following table sets forth, as of the Record Date, based on the public
filings of such individuals and entities and our knowledge of securities issued
by us to them, certain information concerning the ownership of voting securities
of (i) each current member of the board of directors, (ii) our chief executive
officer and certain other highly compensated officers, (iii) all of our
directors and executive officers as a group, and (iv) each beneficial owner of
more than 5% of the outstanding shares of any class of our voting securities.
PERCENT OF
NUMBER OF SHARES PERCENT OF VOTING
COMMON STOCK BENEFICIALLY OWNED CLASS POWER
------------ ------------------ ----- -----
Directors and Executive Officers
--------------------------------
Jesse Sutton 2,529,625 6.6% 17.9%
Jesse M. Sutton Foundation (1) 206,500 * 1.5%
Joseph Sutton 2,529,625 6.6% 17.9%
Morris Sutton (2) 2,529,625 6.6% 17.9%
Executive officers and directors as a group 7,795,375 20.3% 55.2%
Five Percent Stockholders
-------------------------
Adam Sutton 2,529,625 6.6% 18%
Robert S. Ellin (3) 3,501,788 9.1% 3.3%
Irwin L. Gross (4) 3,248,250 8.5% 3.1%
DA Advisors LLC 2,500,000 6.5% 2.4%
Global International Services LLC 2,500,000 6.5% 2.4%
SERIES A CONVERTIBLE PREFERRED STOCK (5)
------------------------------------
Directors and Executive Officers
--------------------------------
Jesse Sutton 226,625 24.5% 17.9%
Joseph Sutton 226,625 24.5% 17.9%
Morris Sutton (2) 226,625 24.5% 17.9%
Jesse M. Sutton Foundation (1) 18,500 2.0% 1.5%
Executive officers and directors as a group 698,375 75.5% 55.2%
Five Percent Stockholders
Adam Sutton (6) 226,625 24.5% 17.9%
* Represents beneficial ownership of less than 1% of the shares of common stock
or series A convertible preferred stock, as applicable.
(1) Morris Sutton, Jesse Sutton and Joseph Sutton act as officers of the Jesse
M. Sutton Foundation, and each has the power to vote and dispose of the
shares held by the Foundation. The number of shares disclosed under each of
Jesse, Joseph and Morris Sutton does not include the number of shares held
by the Foundation.
(2) Pursuant to a voting agreement, Morris Sutton has the power to vote the
shares held in the name of his daughter, Sarah Sutton. The voting agreement
does not restrict Sarah from exercising all other rights of beneficial
ownership, including disposition and the right to receive payments of
dividends or other distributions from the Company with respect to the
shares.
(3) Of the 3,501,788 shares: 2,578,191 are held indirectly by Atlantis
Equities, Inc., an entity of which Mr. Ellin is a principal; 333,597 are
held directly by Nancy Ellin, Atlantis' sole director and sole stockholder;
565,000 shares are held directly by the Robert Ellin Profit Sharing Plan,
of which Robert S. Ellin is the trustee and beneficiary; 25,000 shares are
held directly by the Robert Ellin Family Trust, of which Robert S. Ellin is
the grantor.
(4) Shares are held jointly with his wife, Linda Gross.
(5) All shares of series A convertible preferred stock are immediately
convertible into shares of common stock at such time as an amendment to our
Certificate of Incorporation is effectuated to increase the number of
authorized shares of common stock to be sufficient to convert, at a ratio
of 71 shares of common stock for each share of series A convertible
preferred stock, all shares of series A convertible preferred stock. Each
share of series A convertible preferred stock has voting rights on an
as-converted basis and votes together with the common stock as one class,
except as otherwise regulated by law. Since the Record Date, and in
conjunction with our recent private placement, the holders of shares of
series A convertible preferred stock surrendered an aggregate of 352,122 of
their shares to ConnectivCorp (although this surrender had no effect on the
actions consented to by such holders on the Record Date).
(6) Adam Sutton is the adult son of Morris Sutton and brother of Jesse and
Joseph Sutton. Adam is not an executive officer or director of the company.
As of the Record Date, we had 38,178,392 shares of common stock outstanding
and 925,000 shares of series A convertible preferred stock outstanding. Since
the Record Date, and in conjunction with our recent private placement, holders
of an aggregate of 352,122 shares of series A convertible preferred stock
surrendered their shares to ConnectivCorp, although this surrender had no effect
on the actions consented to by such holders on the Record Date.
What is the compensation for ConnectivCorp's executive officers?
Since certain of our executive officers are eligible to receive Awards under the
Plan, we are required to disclose certain compensation information. The
following Summary Compensation Table sets forth summary information as to
compensation received by our Chief Executive Officer and each of our most highly
compensated executive officers who were employed by us at the end of the fiscal
year ended October 31, 2003, the most recent fiscal period for which information
is available, for services rendered to Majesco in all capacities during the
three prior fiscal years ended October 31, 2003 and who earned in excess of
$100,000 for services rendered to Majesco during such periods. Pursuant to the
Merger, Majesco became our wholly-owned subsidiary and our sole operating
business. The information set forth in the table relates to the time period
prior to December 5, 2003, the closing date of the Merger, and therefore,
relates to the operations of Majesco for the periods indicated prior to Majesco
becoming a wholly owned subsidiary of a public company.
ANNUAL COMPENSATION
NAME AND PRINCIPAL ALL OTHER
POSITION YEAR SALARY COMPENSATION (1)
-------- ---- ------ ----------------
Jesse Sutton, President and Chief 2003 $350,000 --
Executive Officer (2) 2002 $340,000 $17,000
2001 $260,000 $17,000
Joseph Sutton, Executive Vice President 2003 $350,000 --
of Research and Development 2002 $328,000 $17,000
2001 $156,000 $15,600
Morris Sutton, Chairman and former 2003 $450,000 --
Chief Executive Officer (2) 2002 $418,000 $17,000
2001 $450,000 $16,860
Jan Chason, Chief Financial Officer (3) 2003 $159,000 --
2002 -- --
2001 -- --
(1) All Other Compensation represents contributions to the Majesco Sales Inc.
Profit Sharing Plan on behalf of Jesse, Morris and Joseph Sutton.
(2) Jesse Sutton was named Chief Executive Officer on December 5, 2003, the
closing date of the Merger. Prior to such date, Morris Sutton served as
Chief Executive Officer of Majesco.
(3) Mr. Chason began his employment with Majesco on January 16, 2003.
Exhibits:
Exhibit 1 - 2004 Employee, Director and Consultant Stock Option Plan
By Order of the board of directors
By: /s/ Jesse Sutton
-------------------------------------
Jesse Sutton
President and Chief Executive Officer