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): April 13, 2004
MAJESCO HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware 333-70663 06-1529524
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
160 Raritan Center Parkway
Edison, New Jersey 08837
(Address of principal executive offices, including zip code)
(732) 225-8910
(Registrant's telephone number, including area code)
ConnectivCorp
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
Effective April 13, 2004, ConnectivCorp (the "Company") amended its amended
and restated certification of incorporation to (i) increase the Company's
authorized common stock to 250,000,000 shares from 40,000,000 shares to allow
for a sufficient number of authorized shares of common stock to conduct its
operations, including, among other things, implementing its stock option plan
and satisfying certain obligations with respect to its outstanding preferred
stock and warrants and (ii) change its name to Majesco Holdings Inc. In
addition, effective April 14, 2004, the Company's OTC Bulletin Board Market
trading symbol was changed to "MJSH.OB".
On April 23, 2004, Jesse Sutton, the Company's President and Chief
Executive Officer and a director, Joseph Sutton, the Company's Executive Vice
President of Research and Development and a director, Adam Sutton, Sarah Sutton
and the Jesse M. Sutton Foundation, constituting all of the holders of the
Company's Series A convertible preferred stock, converted all such shares into
40,675,048 shares of common stock. Following such conversion, the Company
currently has 80,853,440 shares of common stock outstanding, and the only
preferred stock remaining outstanding are the 2,683 shares of 7% convertible
preferred stock (convertible into 26,830,000 shares of common stock) which were
issued to investors in the Company's private placement, which closed on February
25, 2004.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following exhibits are furnished with this report:
Exhibit No. Description
3.1 Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of Majesco Holdings Inc., as
amended.
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 HOLDINGS INC.
(Registrant)
Dated: April 27, 2004 By: /s/ Jesse Sutton
-------------------------------------
Jesse Sutton
President and Chief Executive Officer
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
CONNECTIVCORP
(PURSUANT TO SECTION 242 OF THE GENERAL CORPORATION LAW)
CONNECTIVCORP, a Delaware corporation organized and existing under the
Delaware General Corporation Law, hereby certifies as follows:
1. The name of the corporation is CONNECTIVCORP (the "Corporation").
2. The name under which the Corporation was originally incorporated is SMD
Group, Inc., and the date of filing of the original certificate of
incorporation of the Corporation with the Secretary of State of the State
of Delaware was May 8, 1998. The Secretary of State of Delaware filed the
Amended and Restated Certificate of Incorporation of the Corporation on
April 19, 2000, which was subsequently amended on each of September 11,
2000 and March 5, 2002.
3. The Amended and Restated Certificate of Incorporation of the Corporation is
hereby amended to change the name of the Corporation by deleting the
content of Article FIRST thereof in its entirety and inserting in lieu
thereof the following:
"FIRST: The name of the corporation is MAJESCO HOLDINGS INC.
(the "Corporation")."
4. The Amended and Restated Certificate of Incorporation of the Corporation is
further amended by deleting in its entirety Article FOURTH thereof and
inserting in lieu thereof the following:
"FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is Two Hundred Sixty Million
(260,000,000) shares, consisting of (i) Two Hundred Fifty Million
(250,000,000) shares of Common Stock, par value $.001 per share, and (ii)
Ten Million (10,000,000) shares of blank check Preferred Stock, par value
$.001 per share.
Except as otherwise provided by law, the shares of stock of the
Corporation, regardless of class, may be issued by the Corporation from
time to time in such amounts, for such consideration and for such corporate
purposes as the Board of Directors may from time to time determine. Shares
of Preferred Stock may be issued from time to time in one or more series of
any number of shares as may be determined from time to time by the Board of
Directors; provided that the aggregate number of shares issued and not
cancelled of any and all such series shall not exceed the total number of
shares of Preferred Stock authorized by the Corporation's Certificate of
Incorporation, as amended. Each series of Preferred Stock shall be
distinctly designated. The voting powers, if any, of each such series and
the preferences and relative, participating, optional and other special
rights of each such series and the qualifications, limitations and
restrictions thereof, if any, may differ from those of any and all other
series at any time outstanding, and the Board of Directors is hereby
expressly granted authority to fix, in the resolution providing for the
issue of a particular series of Preferred Stock, the voting powers, if any,
of each series and the designation, preferences and relative,
participating, optional and other special rights of each such series and
the qualifications, limitations and restrictions thereof to the full extent
now or hereafter permitted by the Corporation's Certificate of
Incorporation, as amended, and the laws of the State of Delaware."
5. This Certificate of Amendment to the Amended and Restated Certificate of
Incorporation of the Corporation was duly adopted pursuant to the
provisions of Section 242 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, the undersigned, being an authorized officer of
CONNECTIVCORP, has executed this Certificate of Amendment to the Amended and
Restated Certificate of Incorporation this 13th day of April 2004.
CONNECTIVCORP
By: /s/ Jesse Sutton
------------------------
Name: Jesse Sutton
Title: President and CEO