UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 6)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-
1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Majesco Entertainment Company
-----------------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
784495103
---------
(CUSIP Number)
Trinad Capital Master Fund Ltd.
153 East 53rd Street, 48th Floor
New York, N.Y. 10022
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
October 28, 2005
----------------
(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 which 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: |_|.
SCHEDULE 13D
CUSIP No. 784495103
-------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Trinad Capital Master Fund Ltd.
______________________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
______________________________________________________________________________
3) SEC USE ONLY
______________________________________________________________________________
4) SOURCE OF FUNDS OO
______________________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
______________________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
______________________________________________________________________________
7) SOLE VOTING POWER
NUMBER OF 1,688,590
SHARES ____________________________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH ____________________________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 1,688,590
WITH ____________________________________________________________
10) SHARED DISPOSITIVE POWER
______________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,688,590
______________________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
______________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.59%
______________________________________________________________________________
14) TYPE OF REPORTING PERSON
PN
______________________________________________________________________________
SCHEDULE 13D
CUSIP No. 784495103
-------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert S. Ellin
______________________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
______________________________________________________________________________
3) SEC USE ONLY
______________________________________________________________________________
4) SOURCE OF FUNDS OO
______________________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
______________________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
______________________________________________________________________________
7) SOLE VOTING POWER
NUMBER OF 33,856
SHARES ____________________________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 2,043,144(1)
EACH ____________________________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 33,856
WITH ____________________________________________________________
10) SHARED DISPOSITIVE POWER
2,043,144(1)
______________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,077,000(1)
______________________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
______________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.39%
______________________________________________________________________________
14) TYPE OF REPORTING PERSON
IN
______________________________________________________________________________
----------------------------
(1) Includes (A) 1,688,590 shares of Common Stock owned by the Trinad Capital
Master Fund Ltd. (the "Fund"); (B) 47,656 shares of Common Stock owned directly
by Nancy J. Ellin, the spouse of Robert S. Ellin; (C) 225,456 shares of Common
Stock that are owned directly by Atlantis Equities, Inc., a Delaware corporation
of which Nancy J. Ellin is the sole stockholder ("Atlantis"); and (D) 81,442
shares of Common Stock owned by the Robert S. Ellin Profit Sharing Plan (the
"Plan"). Mr. Ellin disclaims any beneficial ownership of shares of Common Stock
held by the Fund except to the extent of (1) his indirect beneficial ownership
as the managing member of Trinad Advisors GP, LLC, the general partner of a
principal stockholder of the Fund, and (2) his indirect beneficial ownership as
a limited partner of the Fund. Mr. Ellin also disclaims any beneficial ownership
of shares of Common Stock owned directly by Mrs. Ellin, Atlantis and the Plan.
SCHEDULE 13D
CUSIP No. 784495103
-------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nancy J. Ellin
_____________________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
______________________________________________________________________________
3) SEC USE ONLY
______________________________________________________________________________
4) SOURCE OF FUNDS OO
______________________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
______________________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
______________________________________________________________________________
7) SOLE VOTING POWER
NUMBER OF 47,656
SHARES ____________________________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY 340,754(2)
EACH ____________________________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 47,656
WITH ____________________________________________________________
10) SHARED DISPOSITIVE POWER
340,754(2)
______________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
388,410(2)
______________________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
______________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.74%
______________________________________________________________________________
14) TYPE OF REPORTING PERSON
IN
______________________________________________________________________________
----------------------
(2) Includes (A) 33,856 shares of Common Stock owned by Robert S. Ellin, Mrs.
Ellin's spouse, (B) 225,456 shares of Common Stock that are owned directly by
Atlantis, a company of which Mrs. Ellin is the sole stockholder; and (C) 81,442
shares of Common Stock owned by the Plan. Mrs. Ellin disclaims any beneficial
ownership of shares of Common Stock owned individually by Mr. Ellin, and owned
directly by Mr. Ellin, the Plan and the Trust.
SCHEDULE 13D
CUSIP No. 784495103
-------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Atlantis Equities, Inc.
______________________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
______________________________________________________________________________
3) SEC USE ONLY
______________________________________________________________________________
4) SOURCE OF FUNDS SC
______________________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
______________________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
______________________________________________________________________________
7) SOLE VOTING POWER
NUMBER OF 225,456
SHARES ____________________________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH ____________________________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 225,456
WITH ____________________________________________________________
10) SHARED DISPOSITIVE POWER
______________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
225,456
______________________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
______________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.01%
______________________________________________________________________________
14) TYPE OF REPORTING PERSON
CO
______________________________________________________________________________
SCHEDULE 13D
CUSIP No. 784495103
-------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert S. Ellin Profit Sharing Plan
______________________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
______________________________________________________________________________
3) SEC USE ONLY
______________________________________________________________________________
4) SOURCE OF FUNDS OO
______________________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
______________________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
______________________________________________________________________________
7) SOLE VOTING POWER
NUMBER OF 81,442
SHARES ____________________________________________________________
BENEFICIALLY 8) SHARED VOTING POWER
OWNED BY
EACH ____________________________________________________________
REPORTING 9) SOLE DISPOSITIVE POWER
PERSON 81,442
WITH ____________________________________________________________
10) SHARED DISPOSITIVE POWER
______________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,442
______________________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
______________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.37%
______________________________________________________________________________
14) TYPE OF REPORTING PERSON
OO
______________________________________________________________________________
The purpose of this Schedule 13D/A is to reflect a letter that was
sent on October 28, 2005 by the Fund, one of the Reporting Persons, to the Board
of Directors of the Issuer, regarding the Fund's willingness to provide $7.5
million in equity financing to the Issuer at a price that represents a
substantial premium to the current trading price of the Issuer's Common Stock.
Item 3. Source and Amount of Funds or Other Consideration.
Since the date of the Schedule 13D, the Fund used $12,289,302 of
investment capital to purchase an aggregate of 1,688,590 shares of Common Stock.
Item 4. Purpose of Transaction.
The shares of Common Stock owned by the Reporting Persons were
acquired for investment purposes. The Reporting Persons have purchased and hold
the shares of Common Stock reported by them for investment purposes.
On September 28, 2005, the Fund made an offer (the "Offer") to the
Issuer in a letter addressed to the Issuer's board of directors to invest $5
million in the Issuer through the purchase from the Issuer of 3,333,333 shares
of Common Stock at a price of $1.50 per share, representing a premium of 13.6%
over the closing price of the Common Stock on the date immediately preceding the
Offer.
On October 6, 2005, the Fund received a response from the Issuer's
board of directors that stated sonly that the board reviewed the Offer and "does
not feel that this proposal is in the best interests of our shareholders (other
than Trinad). The Issuer has failed to provide any further explanation or
justification for its response.
In the absence of any information to the contrary, the Reporting
Persons believe that this response in entirely unsatisfactory, and that the
basis for this response is the view of the Issuer's board that the current
trading price of the Issuer's Common Stock is far less than the intrinsic value
of such shares. To the knowledge of the Reporting Persons, the Offer represents
the only currently viable source of equity financing for the Issuer, and that
such financing is currently necessary in light of the Issuer's financial
position and prospects of an impending liquidity crisis. Further, considering
that the Offer continues to represent a premium over the current trading price
of the Issuer's common shares, the Reporting Persons believe that the board
should be compelled to accept the Offer.
On October 18, 2005, the Fund sent another letter to the Issuer's
board requesting that it immediately begin exploring strategic alternatives to
increase shareholder value, including, without limitation, a debt or equity
financing to improve liquidity, one or more strategic acquisitions (combined
with any required financing), a merger of the Issuer with another company or a
sale of the Issuer, whether through the sale of its assets, a merger or
consolidation or otherwise. In that letter, the Fund also requested the
immediate resignation of Jesse Sutton as a member of the board of directors of
the Issuer.
Despite a recent announcement by the Issuer that it had amended its
existing Factoring Agreement, the Reporting Persons continue to believe that the
Issuer is facing a liquidity crisis. Further, to the knowledge of the Reporting
Persons, the Issuer has not received any other offers to make an equity
investment in the Issuer. The Reporting Persons continue to
believe that the Issuer would stand to benefit substantially by the infusion of
additional equity capital. Such equity capital would improve the Issuer's
financial position and increase the likelihood that it would be able to obtain
additional, needed equity capital and funds from additional borrowings, if
necessary. Accordingly, on October 28, 2005, the Fund made another offer (the
"Revised Offer") to the Issuer's board of directors to invest $7.5 million in
the Issuer through the purchase from the Issuer of approximately 4,285,714
shares of Common Stock at a price of $1.75 per share, representing a premium of
more than 20% over the closing price of the Common Stock on the date immediately
preceding the Offer. The Revised Offer also represents an increase of 16.7% in
the per share price, and an aggregate increase of $2,500,000, compared to the
initial Offer. The Revised Offer is subject to a satisfactory due diligence
review of the Issuer and to majority representation on the Issuer's board of
directors of qualified individuals nominated by the Fund . The full text of this
letter is attached hereto as Exhibit A.
The Reporting Persons may at any time, or from time to time, acquire
additional shares of Common Stock or dispose of their shares of Common Stock,
propose or pursue any of the foregoing actions or matters or change their
intentions with respect to the matters referred to herein.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof:
(i) The Fund may be deemed to beneficially own 1,688,590 shares of
Common Stock, representing approximately 7.59% of the outstanding shares
of Common Stock.
(ii) Robert S. Ellin may be deemed to beneficially own 2,077,000
shares of Common Stock, representing approximately 9.39% of the
outstanding shares of Common Stock, including: (A) 33,856 shares of Common
Stock owned directly by Robert S. Ellin; (B) 1,688,590 shares of Common
Stock owned by the Fund; (C) 47,656 shares of Common Stock owned directly
by Nancy J. Ellin, the spouse of Robert S. Ellin; (D) 225,456 shares of
Common Stock owned directly by Atlantis, a Delaware corporation of which
Nancy J. Ellin is the sole stockholder; and (E) 81,442 shares of Common
Stock owned by the Plan. Mr. Ellin disclaims any beneficial ownership of
shares of Common Stock held by the Fund except to the extent of (1) his
indirect beneficial ownership as the managing member of Trinad Advisors
GP, LLC, the general partner of a principal stockholder of the Fund, and
(2) his indirect beneficial ownership as a limited partner of the Fund.
Mr. Ellin also disclaims any beneficial ownership of shares of Common
Stock owned directly by Mrs. Ellin, Atlantis and the Plan.
(b) As of the date hereof:
(i) The Fund has sole power to vote and dispose of 1,688,590 shares
of Common Stock.
(ii) Robert S. Ellin has sole power to vote and dispose of 33,856
shares of Common Stock and shared power to vote and dispose of 2,043,144
shares of Common Stock, reflecting, (A) 1,688,590 shares of Common Stock
owned by the Fund; (b) 47,656 shares of Common Stock owned directly by
Nancy J. Ellin, the spouse of Robert S. Ellin; (C) 225,456 shares of
Common Stock that are owned directly by Atlantis; and (D) 81,442
shares of Common Stock owned by the Plan. Mr. Ellin disclaims any
beneficial ownership of shares of Common Stock held by the Fund except to
the extent of (1) his indirect beneficial ownership as the managing member
of Trinad Advisors GP, LLC, the general partner of a principal stockholder
of the Fund, and (2) his indirect beneficial ownership as a limited
partner of the Fund. Mr. Ellin also disclaims any beneficial ownership of
shares of Common Stock owned directly by Mrs. Ellin, Atlantis and the
Plan.
(c) The following Reporting Persons have effected the following
transactions with respect to shares of the Common Stock since the date of
the Schedule 13D:
On March 23, 2004, the Fund purchased 12,000 shares of Common Stock
through a privately negotiated transaction at a price of $10.00 per share.
On May 24, 2004, the Fund purchased 24,286 shares of Common Stock
through an open market transaction at a price of $8.7501 per share.
On October 29, 2004, the Fund purchased 71,428 shares of Common
Stock through an open market transaction at a price of $14.0001 per share.
On December 23, 2004, the Fund purchased 171, 428 shares of Common
Stock through an open market transaction at a price of $8.0500 per share.
On January 20, 2005, the Fund purchased 700 shares of Common Stock
through an open market transaction at a price of $13.7500 per share.
On January 24, 2005, the Fund purchased 7,001 shares of Common Stock
through a privately negotiated transaction at a price of $9.99 per share.
On January 26, 2005, the Fund purchased 20,000 shares of Common
Stock through an open market transaction at a price of $12.5007 per share.
On January 27, 2005, the Fund purchased 5,000 shares of Common Stock
through an open market transaction at a price of $12.1530 per share.
On January 31, 2005, the Fund purchased 3,000 shares of Common Stock
through an open market transaction at a price of $12.0143 per share.
On February 4, 2005, the Fund purchased 5,000 shares of Common Stock
through an open market transaction at a price of $12.3328 per share.
On February 4, 2005, the Fund purchased 1,000 shares of Common Stock
through an open market transaction at a price of $12.0700 per share.
On February 9, 2005, the Fund purchased 2,600 shares of Common Stock
through an open market transaction at a price of $11.8827 per share.
On February 10, 2005, the Fund purchased 2,700 shares of Common
Stock through an open market transaction at a price of $11.8750 per share.
On February 14, 2005, the Fund purchased 1,900 shares of Common
Stock through an open market transaction at a price of $12.1674 per share.
On February 15, 2005, the Fund purchased 2,500 shares of Common
Stock through an open market transaction at a price of $13.3200 per share.
On February 16, 2005, the Fund purchased 10,200 shares of Common
Stock through an open market transaction at a price of $11.5488 per share.
On February 17, 2005, the Fund purchased 38,900 shares of Common
Stock through an open market transaction at a price of $10.9547 per share.
On February 22, 2005, the Fund purchased 100 shares of Common Stock
through an open market transaction at a price of $11.6500 per share.
On February 23, 2005, the Fund purchased 6,500 shares of Common
Stock through an open market transaction at a price of $11.5415 per share.
On February 24, 2005, the Fund purchased 9,678 shares of Common
Stock through an open market transaction at a price of $12.0540 per share.
On February 25, 2005, the Fund purchased 2,200 shares of Common
Stock through an open market transaction at a price of $11.9823 per share.
On February 28, 2005, the Fund purchased 2,000 shares of Common
Stock through an open market transaction at a price of $11.9300 per share.
On February 28, 2005, the Fund purchased 2,000 shares of Common
Stock through an open market transaction at a price of $11.6745 per share.
On March 1, 2005, the Fund purchased 10,000 shares of Common Stock
through an open market transaction at a price of $11.7015 per share.
On March 1, 2005, the Fund purchased 5,500 shares of Common Stock
through an open market transaction at a price of $11.8211 per share.
On March 2, 2005, the Fund purchased 15,000 shares of Common Stock
through an open market transaction at a price of $11.8202 per share.
On March 3, 2005, the Fund purchased 3,800 shares of Common Stock
through an open market transaction at a price of $12.3747 per share.
On March 4, 2005, the Fund purchased 5,400 shares of Common Stock
through an open market transaction at a price of $12.4278 per share.
On March 7, 2005, the Fund purchased 2,700 shares of Common Stock
through an open market transaction at a price of $12.5233 per share.
On March 8, 2005, the Fund purchased 2,000 shares of Common Stock
through an open market transaction at a price of $12.7800 per share.
On March 9, 2005, the Fund purchased 1,300 shares of Common Stock
through an open market transaction at a price of $12.9692 per share.
On March 10, 2005, the Fund purchased 2,500 shares of Common Stock
through an open market transaction at a price of $12.7086 per share.
On March 11, 2005, the Fund purchased 100 shares of Common Stock
through an open market transaction at a price of $13.5000 per share.
On March 14, 2005, the Fund purchased 4,600 shares of Common Stock
through an open market transaction at a price of $13.0989 per share.
On March 16, 2005, the Fund purchased 4,800 shares of Common Stock
through an open market transaction at a price of $12.5533 per share.
On March 18, 2005, the Fund purchased 5,600 shares of Common Stock
through an open market transaction at a price of $12.1644 per share.
On March 21, 2005, the Fund purchased 10,000 shares of Common Stock
through an open market transaction at a price of $12.1063 per share.
On March 22, 2005, the Fund purchased 10,000 shares of Common Stock
through an open market transaction at a price of $11.4200 per share.
On March 23, 2005, the Fund purchased 20,000 shares of Common Stock
through an open market transaction at a price of $10.9404 per share.
On March 23, 2005, the Fund purchased 10,000 shares of Common Stock
through an open market transaction at a price of $11.0150 per share.
On March 24, 2005, the Fund purchased 10,000 shares of Common Stock
through an open market transaction at a price of $10.9633 per share.
On March 24, 2005, the Fund purchased 6,200 shares of Common Stock
through an open market transaction at a price of $11.2184 per share.
On March 28, 2005, the Fund purchased 5,700 shares of Common Stock
through an open market transaction at a price of $11.0326 per share.
On March 29, 2005, the Fund purchased 32,500 shares of Common Stock
through an open market transaction at a price of $10.9300 per share.
On March 29, 2005, the Fund purchased 5,000 shares of Common Stock
through an open market transaction at a price of $10.8670 per share.
On March 30, 2005, the Fund purchased 20,000 shares of Common Stock
through an open market transaction at a price of $11.0373 per share.
On March 31, 2005, the Fund purchased 12,900 shares of Common Stock
through an open market transaction at a price of $11.2310 per share.
On April 5, 2005, the Fund purchased 10,000 shares of Common Stock
through an open market transaction at a price of $10.1515 per share.
On April 5, 2005, the Fund purchased 10,000 shares of Common Stock
through an open market transaction at a price of $10.4191 per share.
On April 5, 2005, the Fund purchased 3,500 shares of Common Stock
through an open market transaction at a price of $10.3300 per share.
On April 6, 2005, the Fund purchased 4,300 shares of Common Stock
through an open market transaction at a price of $10.0593 per share.
On April 7, 2005, the Fund purchased 20,700 shares of Common Stock
through an open market transaction at a price of $9.7471 per share.
On April 8, 2005, the Fund purchased 9,600 shares of Common Stock
through an open market transaction at a price of $9.2016 per share.
On April 11, 2005, the Fund purchased 2,400 shares of Common Stock
through an open market transaction at a price of $9.3096 per share.
On April 12, 2005, the Fund purchased 9,400 shares of Common Stock
through an open market transaction at a price of $9.3577 per share.
On April 14, 2005, the Fund purchased 11,300 shares of Common Stock
through an open market transaction at a price of $9.8055 per share.
On April 15, 2005, the Fund purchased 3,700 shares of Common Stock
through an open market transaction at a price of $9.9111 per share.
On April 18, 2005, the Fund purchased 10,974 shares of Common Stock
through an open market transaction at a price of $10.0241 per share.
On April 18, 2005, the Fund purchased 3,500 shares of Common Stock
through an open market transaction at a price of $9.9343 per share.
On April 19, 2005, the Fund purchased 14,600 shares of Common Stock
through an open market transaction at a price of $10.1186 per share.
On April 20, 2005, the Fund purchased 4,600 shares of Common Stock
through an open market transaction at a price of $9.9333 per share.
On April 21, 2005, the Fund purchased 4,000 shares of Common Stock
through an open market transaction at a price of $10.0103 per share.
On April 21, 2005, the Fund purchased 2,500 shares of Common Stock
through an open market transaction at a price of $10.0360 per share.
On April 22, 2005, the Fund purchased 3,400 shares of Common Stock
through an open market transaction at a price of $10.0947 per share.
On April 25, 2005, the Fund purchased 8,500 shares of Common Stock
through an open market transaction at a price of $10.1236 per share.
On April 26, 2005, the Fund purchased 14,593 shares of Common Stock
through an open market transaction at a price of $10.0259 per share.
On April 27, 2005, the Fund purchased 6,800 shares of Common Stock
through an open market transaction at a price of $9.9026 per share.
On April 28, 2005, the Fund purchased 10,400 shares of Common Stock
through an open market transaction at a price of $9.5889 per share.
On April 29, 2005, the Fund purchased 30,000 shares of Common Stock
through an open market transaction at a price of $9.1631 per share.
On May 2, 2005, the Fund purchased 25,689 shares of Common Stock
through an open market transaction at a price of $8.3483 per share.
On May 3, 2005, the Fund purchased 19,200 shares of Common Stock
through an open market transaction at a price of $8.2380 per share.
On May 3, 2005, the Fund purchased 5,000 shares of Common Stock
through an open market transaction at a price of $8.2530 per share.
On May 4, 2005, the Fund purchased 14,900 shares of Common Stock
through an open market transaction at a price of $8.2605 per share.
On May 5, 2005, the Fund purchased 14,124 shares of Common Stock
through an open market transaction at a price of $8.3633 per share.
On May 6, 2005, the Fund purchased 3,000 shares of Common Stock
through an open market transaction at a price of $8.4983 per share.
On May 9, 2005, the Fund purchased 1,000 shares of Common Stock
through an open market transaction at a price of $8.5000 per share.
On May 10, 2005, the Fund purchased 3,300 shares of Common Stock
through an open market transaction at a price of $8.0539 per share.
On May 11, 2005, the Fund purchased 2,900 shares of Common Stock
through an open market transaction at a price of $8.1076 per share.
On May 16, 2005, the Fund purchased 800 shares of Common Stock
through an open market transaction at a price of $8.2055 per share.
On May 17, 2005, the Fund purchased 5,000 shares of Common Stock
through an open market transaction at a price of $8.9426 per share.
On May 18, 2005, the Fund purchased 4,000 shares of Common Stock
through an open market transaction at a price of $9.0725 per share.
On May 20, 2005, the Fund purchased 3,000 shares of Common Stock
through an open market transaction at a price of $9.0333 per share.
On May 23, 2005, the Fund purchased 4,500 shares of Common Stock
through an open market transaction at a price of $9.0606 per share.
On May 26, 2005, the Fund purchased 5,000 shares of Common Stock
through an open market transaction at a price of $8.9906 per share.
On June 1, 2005, the Fund purchased 10,000 shares of Common Stock
through an open market transaction at a price of $8.6765 per share.
On June 2, 2005, the Fund purchased 5,000 shares of Common Stock
through an open market transaction at a price of $8.2315 per share.
On June 2, 2005, the Fund purchased 10,000 shares of Common Stock
through an open market transaction at a price of $7.9310 per share.
On June 2, 2005, the Fund purchased 5,000 shares of Common Stock
through an open market transaction at a price of $8.5030 per share.
On June 15, 2005, the Fund purchased 5,000 shares of Common Stock
through an open market transaction at a price of $8.1580 per share.
On June 24, 2005, the Fund purchased 10,000 shares of Common Stock
through an open market transaction at a price of $7.6067 per share.
On June 29, 2005, the Fund purchased 10,000 shares of Common Stock
through an open market transaction at a price of $6.5515 per share.
On June 29, 2005, the Fund purchased 2,000 shares of Common Stock
through an open market transaction at a price of $6.0375 per share.
On June 30, 2005, the Fund purchased 9,000 shares of Common Stock
through an open market transaction at a price of $6.4532 per share.
On July 05, 2005, the Fund purchased 200 shares of Common Stock
through an open market transaction at a price of $6.9350 per share.
On July 06, 2005, the Fund purchased 3,700 shares of Common Stock
through an open market transaction at a price of $6.8195 per share.
On July 12, 2005, the Fund purchased 50,000 shares of Common Stock
through an open market transaction at a price of $3.4399 per share.
On July 13, 2005, the Fund purchased 190,300 shares of Common Stock
through an open market transaction at a price of $3.4124 per share.
On July 15, 2005, the Fund purchased 2,500 shares of Common Stock
through an open market transaction at a price of $3.6200 per share.
On July 19, 2005, the Fund purchased 50,000 shares of Common Stock
through an open market transaction at a price of $3.4503 per share.
On July 28, 2005, the Fund purchased 10,000 shares of Common Stock
through an open market transaction at a price of $3.3980 per share.
On July 29, 2005, the Fund purchased 20,000 shares of Common Stock
through an open market transaction at a price of $3.3489 per share.
On July 29, 2005, the Fund purchased 15,000 shares of Common Stock
through an open market transaction at a price of $3.3810 per share.
On July 29, 2005, the Fund purchased 11,319 shares of Common Stock
through an open market transaction at a price of $3.3543 per share.
On August 10, 2005, the Fund purchased 3,000 shares of Common Stock
through an open market transaction at a price of $2.9133 per share.
On August 11, 2005, the Fund purchased 11,700 shares of Common Stock
through an open market transaction at a price of $2.7568 per share.
On August 15, 2005, the Fund purchased 5,000 shares of Common Stock
through an open market transaction at a price of $2.7756 per share.
On August 16, 2005, the Fund purchased 7,500 shares of Common Stock
through an open market transaction at a price of $2.8525 per share.
On August 22, 2005, the Fund purchased 2,500 shares of Common Stock
through an open market transaction at a price of $2.6400 per share.
On August 30, 2005, the Fund purchased 6,400 shares of Common Stock
through an open market transaction at a price of $2.6353 per share.
On August 31, 2005, the Fund purchased 11,570 shares of Common Stock
through an open market transaction at a price of $2.6198 per share.
On September 6, 2005, the Fund purchased 1,000 shares of Common
Stock through an open market transaction at a price of $2.6500 per share.
On September 8, 2005, the Fund purchased 3,000 shares of Common
Stock through an open market transaction at a price of $2.5067 per share.
On September 22, 2005, the Fund purchased 45,106 shares of Common
Stock through an open market transaction at a price of $1.3003 per share.
On September 23, 2005, the Fund purchased 104,894 shares of Common
Stock through an open market transaction at a price of $1.3902 per share.
On September 23, 2005, the Fund purchased 50,000 shares of Common
Stock through an open market transaction at a price of $1.4403 per share.
On September 26, 2005, the Fund purchased 100,000 shares of Common
Stock through an open market transaction at a price of $1.4382 per share.
SIGNATURES
----------
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: October 28, 2005
TRINAD CAPITAL MASTER FUND LTD.
By: Trinad Capital L.P.
By: Trinad Advisors GP, LLC
By: /s/ Robert S. Ellin
----------------------------------
Robert. S. Ellin, Managing Member
/s/ Robert S. Ellin
-------------------------------------
Robert S. Ellin
/s/ Nancy J. Ellin
-------------------------------------
Nancy J. Ellin
ATLANTIS EQUITIES, INC.
/s/ Nancy J. Ellin
----------------------------------
By: Nancy J. Ellin, President
ROBERT S. ELLIN PROFIT SHARING PLAN
/s/ Robert S. Ellin, Trustee
----------------------------------
By: Robert S. Ellin, Trustee
ROBERT ELLIN FAMILY 1997 TRUST
/s/ Sophia Wakehan, Trustee
---------------------------------
By: Sophia Wakeham, Trustee
TRINAD CAPITAL MASTER FUND LTD.
By: Trinad Capital L.P.
By: Trinad Advisors GP LLC
By: /s/ Robert S. Ellin
--------------------------------
Name: Robert S. Ellin
Title: Managing Member
Exhibit A
Trinad Capital Master Fund Ltd.
153 East 53rd Street
48th Floor
New York, NY 10019
October 28, 2005
Majesco Entertainment Company
160 Raritan Center Parkway
Suite 1
Edison, New Jersey 08837
Attention: Board of Directors of Majesco Entertainment Company
Gentlemen:
As you know, Trinad Capital Master Fund Ltd. and its affiliates ("Trinad"
or "we"), which has been a long-time shareholder of Majesco Entertainment
Company ("Majesco" or the "Company"), have made repeated requests for
fundamental changes in the Company's management structure, corporate governance,
executive compensation and board composition in our letters to you over the past
several months.
We have long been proponents of, and believers in, the significant
potential of the Company. With this in mind, and considering the Company's
current liquidity crisis, we are prepared to make an equity investment in the
Company of seven million five hundred thousand dollars ($7,500,000), at a price
of $1.75 per share, in the Company's common stock ("Common Stock"), upon the
terms, and subject to the satisfaction of each of the conditions, hereinafter
set forth.
1. Cash Investment. The Company shall issue and sell to Trinad or its
designees, and Trinad or its designees shall purchase from the
Company, an aggregate of 4,285,714 shares of Common Stock at a price
of $1.75 per share, or an aggregate of seven million five hundred
thousand dollars. We note that this represents a premium of $0.30,
or more than 20%, over yesterday's closing price of the Common
Stock. We refer to the purchase and sale of Common Stock as set
forth above as the "Investment." The Company shall cause the shares
to be registered under the Securities Act of 1333 within 30 days
following the completion of the Investment.
2. Due Diligence. The Investment is subject to the completion to our
satisfaction, in our sole and absolute discretion, of a due
diligence review of the Company. Majesco shall permit Trinad and its
authorized employees and agents, at Trinad's expense, to have access
to the operations and facilities, customers, books, records,
employees, counsel, accountants and other representatives of Majesco
for the purpose of evaluating the transaction contemplated hereby.
3. Board Representation. Upon the completion of the Investment, the
Company and the board shall take all necessary and desirable action,
as reasonably requested by Trinad, to cause a majority of the
Company's board of directors to be comprised of individuals
nominated by Trinad. We recognize that this may be effected in a
number of ways including, without limitation, through the
resignation of certain existing board members or by increasing the
size of the existing board and, in each case, filling vacancies with
our nominees. We are prepared to propose as nominees individuals
that we strongly believe will add value to the Board's
decision-
making process and enhance the Board's ability to maximize
shareholder value.
4. Board Approval; Compliance with Applicable Laws. The Investment and
the other actions contemplated hereby shall be approved in advance
by the Board of Directors of Majesco in a manner to render
inapplicable any and all laws, regulations and agreements that would
prevent, or impose materials conditions upon, the Investment.
Further, Majesco shall execute and deliver any further instruments
or documents and take all such necessary action that may be
reasonably requested by Trinad to carry out the purpose of this
letter.
5. Miscellaneous.
(a) Attorneys' Fees. In the event any of the parties hereto shall
institute any action or proceeding against any other party or parties
hereto relating to this letter, the unsuccessful party in such action or
proceeding shall reimburse the successful party or parties for its
reasonable expense incurred in connection herewith, including reasonable
attorneys' fees.
(b) Governing Law. This letter shall be governed by, construed and
enforced in accordance with the laws of the State of New York, United
States of America, without regard to conflict of law principles.
(c) Entire Letter; Modification. This letter sets forth the entire
understanding among the parties and supersedes all agreements made prior
to or contemporaneously herewith, written or oral, with respect to the
subject matter hereof. Any modification of this letter must be in writing
and signed by all of the parties hereto in an instrument which makes
specific reference to this letter.
(d) Termination. In the event that this letter is not accepted in
writing by Majesco and returned to Trinad before 5:00 p.m., New York time,
on Wednesday, November 2, 2005, this letter shall automatically terminate
and be null and void without any obligation of Trinad. Further, this
letter may be terminated earlier by Trinad by the delivery of written
notice to Majesco of its desire to so terminate this letter.
(e) Counterparts. This letter may be executed in counterparts, each
of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
(f) Non-Binding Letter. Your acceptance and execution of this letter
will affirm our mutual intent as set forth herein. This letter expresses
only the intention of Trinad to make the Investment contemplated hereby
upon the terms and subject to the conditions contained herein, and does
not constitute a binding agreement, or create any legal obligation on the
part of, Trinad. Any such agreement or legal obligation shall be created
solely through the execution and delivery of a definitive purchase or
investment agreement in form and substance mutually satisfactory to each
of Trinad and Majesco. If such a definitive agreement is not executed, our
respective obligations under this letter of intent shall be terminated.
We are confident that our proposal is generous, reasonable and serves the
interests of the Company's shareholders. The time has clearly come for the board
to take decisive and aggressive action to begin to deal with the enormity of
problems that now face the Company. We are confident that our proposal is very
generous, particularly considering the Company's continued poor performance and
current and deteriorating financial position. Time is clearly of the essence, as
any further diminution in shareholder value is simply unacceptable.
If the foregoing correctly reflects our understanding with respect to the
subject matter thereof, please so indicate by signing this letter in the space
provided below for your signature.
Very truly yours,
TRINAD CAPITAL MASTER FUND LTD.
By: Trinad Capital L.P.
By: Trinad Advisors GP LLC
By: /s/ Robert S. Ellin
---------------------------------
Name: Robert S. Ellin
Title: Managing Member
AGREED TO AND ACCEPTED
THIS __ DAY OF ____________, 2005:
MAJESCO ENTERTAINMENT COMPANY
By:_____________________________
Name:
Title: