SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
(AMENDMENT NO. 4)*
MAJESCO HOLDINGS INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
87305 U102
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(CUSIP Number)
Todd Mason, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Chrysler Center
666 Third Avenue
New York, New York 10017
(212) 935-3000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 30, 2004
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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 Rule 13d-1(e), 13d-1(f) or 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(b) 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)
Item 1. Security and Issuer
This Amendment No. 4 to Schedule 13D relates to the common stock, $.001
par value per share (the "Common Stock"), of Majesco Holdings Inc., a Delaware
corporation (the "Issuer"), the principal executive offices of which are located
at 160 Raritan Center Parkway, Edison, New Jersey. Nancy J. Ellin, Robert S.
Ellin, Atlantis Equities, Inc., the Robert S. Ellin Profit Sharing Plan, and the
Robert Ellin Family 1997 Trust (collectively, the "Reporting Persons") hereby
amend their statement on Schedule 13D relating to the shares of Common Stock as
set forth below.
The Schedule 13D filed by the Reporting Persons on March 18, 2002, as
previously amended (the "Schedule 13D") is hereby amended solely to reflect that
on April 30, 2004, as a result of the issuance of 40,675,048 shares of Common
Stock by the Issuer (upon the conversion of certain shares of preferred stock
outstanding), the Reporting Persons ceased to be the beneficial owners of more
than five percent of the Common Stock and accordingly will no longer be required
to make filings under Section 13(d) until such time, if ever, as their
beneficial ownership exceeds 5%.
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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.
/s/ Robert S. Ellin
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Robert S. Ellin
ROBERT ELLIN FAMILY 1997 TRUST
By: /s/ Marvin Ellin
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Marvin Ellin, Trustee
ATLANTIS EQUITIES, INC.
By: /s/ Nancy J. Ellin
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Nancy J. Ellin, President
ROBERT S. ELLIN PROFIT SHARING PLAN
By: /s/ Robert S. Ellin
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Robert S. Ellin, Trustee
/s/ Nancy J. Ellin
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Nancy J. Ellin
Page 3 of 3 pages