UNITED STATES
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
4, 2019
Majesco
(Exact Name of Registrant as Specified
in its Charter)
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California
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001-37466
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77-0309142
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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412 Mount Kemble
Ave, Suite 110C, Morristown, NJ 07960
(Address of Principal Executive Offices)(Zip Code)
Registrant's telephone number, including
area code
(973) 461-5200
N/A
(Former Name
or Former Address, if Changed Since Last Report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
x
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 5.02
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Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On April 4, 2019, the Board of Directors
(the “Board”) of Majesco appointed Wayne Locke as Chief Financial Officer of Majesco in replacement of Farid Kazani
effective as of April 8, 2019 (the “Effective Date”). Mr. Kazani will continue in his functions as Managing Director
of Majesco Limited.
Since August 2017, Wayne Locke has served
as a Senior Director at Capgemini providing financial and operational consulting services to insurance organizations. Prior to
that he was the President of WEL Consulting, LLC, a financial operations firm providing interim chief financial officer services.
From 2006 until 2014, Mr. Locke served as a Partner in the Consulting Practices of Mazars LLP and SMART Consulting Business Advisory,
full-service advisory and consulting platforms, offering innovative financial and operational solutions for large and middle market
organizations. From 2003 until 2006, Mr. Locke served as the Vice President Finance for the Administrative Reinsurance Division
of Swiss Re Life & Health America Corp., a company engaged in life and health insurance and reinsurance. Mr. Locke also previously
served as the Chief Financial Officer of the Bankmark Division of Mellon Investor Services Corp.; Controller of the Financial Guarantee
Insurance Company (Division of GE Capital); Manager, Consulting Group at Deloitte Consulting Group, LLP; Manager, Corporate Internal
Audit at AIG; and as an Audit Senior at RSM. Mr. Locke is a CPA in the state of New York, and he received his MBA in Finance from
Baruch College, City University of New York and BS in Accounting from Brooklyn College, City University of New York.
On April 4, 2019, Majesco entered into
an employment agreement with Mr. Locke that becomes effective on the Effective Date pursuant to which Mr. Locke will serve as Chief
Financial Officer of Majesco (the “Employment Agreement”).
Pursuant to the terms of the Employment
Agreement, Mr. Locke will (i) receive an annual base salary of $290,000 and (ii) be eligible to receive an annual bonus of up to
50% of his then base salary, which bonus (which can be higher or lower than the target bonus) will be determined by the Board or
the Compensation Committee based upon the achievement of certain performance goals to be established by the Board (or Compensation
Committee). Initially, Mr. Locke will receive $36,250 of his 2019 fiscal year annual bonus after Mr. Locke has completed six months
of employment with Majesco, which amount will reduce his final 2019 fiscal year annual bonus. In addition, Mr. Locke will receive
45,000 restricted stock units (“RSUs”) under the Majesco 2015 Equity Incentive Plan or any successor plan on the Effective
Date or as soon thereafter as reasonably practicable. The RSUs will vest ratably over a period of three years following grant,
with the first installment vesting on the first anniversary of the Effective Date. Mr. Locke will also be entitled to participate
in benefit plans in effect for senior executives, along with vacation, sick and holiday pay in accordance with Majesco’s
policies established and in effect from time to time.
Pursuant to the terms of the Employment
Agreement, Majesco may terminate Mr. Locke’s employment at any time Without Cause (as defined in the Employment Agreement)
on two weeks prior notice or with Cause (as defined in the Employment Agreement), and Mr. Locke may terminate his employment at
any time by providing two weeks prior notice. In the event that Mr. Locke’s employment is terminated by Majesco Without Cause,
Mr. Locke will receive a lump sum payment equal to six months of his then base salary and the pro-rated portion of any annual bonus
Mr. Locke may be entitled to (the “Severance Payment”) subject to execution of a release of claims. In the event that
Mr. Locke’s employment is terminated for a Change of Control (as defined in the Employment Agreement) or Mr. Locke terminates
his employment for Good Reason (as defined in the Employment Agreement) as a result of a Change of Control, Mr. Locke will receive
the Severance Payment. In addition, in such cases of termination in relation to a Change of Control, the vesting of all his all
equity awards will be accelerated (except if he is terminated for Cause).
The foregoing
description of the Employment Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference
to the full text of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
There are no family relationships between
Mr. Locke and any of our directors or executive officers. Except as set forth herein, there is no arrangement or understanding
between Mr. Locke and any other persons pursuant to which Mr. Locke was appointed an executive officer of the Company. There are
no related party transactions involving either Mr. Locke that are reportable under Item 404(a) of Regulation S-K.
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Item 7.01
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Regulation FD Disclosure.
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On April 8, 2019, Majesco issued a press
release announcing the appointment of Wayne Locke as Chief Financial Officer of Majesco. A copy of the press release is attached
hereto as Exhibit 99.1, which is incorporated herein by reference.
The information furnished in this section
of this Item 7.01 on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for the purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or
the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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Item 9.01
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Financial Statements and Exhibits.
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The exhibits listed in the following Exhibit Index are filed
as part of this Report.
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+
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Denotes a management contract
or compensatory plan.
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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.
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Majesco
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By:
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/s/ Adam Elster
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Adam Elster, Chief Executive Officer
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Date: April 8, 2019
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Exhibit 10.1
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412 Mt. Kemble Ave, Ste 110C
Morristown,
NJ 07960, USA
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+1 973-461-5200
+1-973-496-9126
www.majesco.com
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Date: April 4, 2019
Mr. Wayne Locke
68 Rockledge Drive,
Livingston, NJ 07039
Dear
Mr. Locke,
We are pleased to
offer you the position of
Chief Financial Officer
for MAJESCO.
Your start date will be on or before
April 8, 2019.
You
will report to
Mr. Adam Elster, CEO.
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1.
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Compensation and Benefits
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a.
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Base Salary
: Your base salary will be
$290,000
per annum
(
Two Hundred Ninety Thousand only),
payable to you on a semi- monthly basis.
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b.
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Annual Cash Bonus:
In addition, you will be
entitled to an annual cash bonus up to
50%
of your base salary. Annual cash bonus is paid annually based on annual corporate
targets.
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2.
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Interim draw against
Annual Cash Bonus:
After completion of 6 months of your employment with Majesco, a payment of
$ 36,250
calculated at
25% of your annual bonus ($ 145, 000) will be paid to you as an interim draw. This interim draw will then be adjusted from your
final annual bonus payable at the end of the year
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3.
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Sign-On Restricted Stock Units
: You will be granted an award
of 45,000 Restricted Stock Units (“RSUs”) under the Majesco equity incentive plan effective your joining date or as
soon thereafter as reasonably practicable. These RSU will vest equally over the 3 years.
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a.
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Notice Period:
The employment which is “at
will”, is subject to termination by the Company at any time Without Cause with two (2) weeks’ notice or with Cause.
If you decide to terminate the employment, you shall provide the Company with two (2) weeks prior notice exclusive of any vacation
time accrued and will return to Majesco, all Majesco’s property. This at-will employment relationship cannot be changed
except in a written format signed by the CEO of Majesco
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4.
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Severance:
In the event that your employment with the Company is terminated at any time
by the Company Without Cause (solely as determined by the Company), you will be entitled to receive a lump sum payment on the 60th
day following termination equal to six (6) months’ base salary and the prorated portion of annual bonus as severance, subject
to execution of a release of all claims reasonably satisfactory to the Company.
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5.
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Severance and Change of Control
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a.
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In the event that your employment with the Company
is terminated at any time by the Company for a reason defined as Change in Control and for resignation as a Good Reason as a consequence
of Change of Control as defined in this Section 5.a.:
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i.
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Severance
: You will be entitled to receive a lump
sum payment on the 60th day following termination equal to six (6) months Base Salary and the prorated portion of annual bonus
as severance.
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ii.
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Acceleration Upon Change of Control:
In the event that your employment is terminated
Without Cause and in connection with a Change of Control transaction, or as resignation for a Good Reason as a consequence of a
Change of Control, 100% of your then outstanding unvested Equity Awards will immediately vest.
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i.
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Cause
means termination of employment by Company
to (i) your conviction of, or plea of nolo contendre with respect to: (1) any felony, (2) any act of fraud or embezzlement against
the Company or its affiliates, (3) any act of moral turpitude, or (4) any conduct tending to bring the Company or its affiliates
into substantial public disgrace or disrepute, (ii) the commission by you of any act or omission involving fraud with respect
to the Company or its affiliates or in connection with any relationship between the Company or its affiliates on the one hand
and any customer or supplier thereof on the other hand, (iii) use by you of illegal drugs or repetitive abuse of other drugs or
repetitive excessive consumption of alcohol interfering with the performance of your duties, (iv) the gross negligence or willful
misconduct of you in the performance of your duties with respect to the Company or its affiliates, (v) the material breach of
this Offer Letter or any other confidentiality agreement or agreement with respect to your employment, between you and the Company
or its affiliates, which breach is not cured after the Company gives you notice, (vi) your failure to follow the lawful directives
of the Company or its affiliates after the Company gives you notice of such performance deficiency, or (vii) your failure to observe
the material policies of the Company or its affiliates applicable to you and communicated to you in writing and your failure to
cure after the Company gives you notice of such failure.
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ii.
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Change of Control
means (i) a dissolution or liquidation
of the Company, (ii) a merger or consolidation in which the Company is not the surviving corporation (other than a merger or consolidation
with a wholly owned subsidiary, (iii) the sale of substantially all of the assets of the Company.
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iii.
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Good Reason
means a material change in your primary
role & responsibilities (excluding ‘change(s) in your reporting relationship/hierarchy).
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iv.
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Without Cause
means termination of employment
by the Company for reasons other than Cause.
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In addition, you will be entitled to the
following benefits offered by MAJESCO per the rules of the company and consistent with the package offered to other MAJESCO staff:
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Medical, Dental and Vision Health Insurance
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Life, Accidental Death and Dismemberment
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Short-term and Long-term Disability Insurance
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Fifteen days earned paid vacation per year plus holidays
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In addition, Majesco provides a completely employer
paid insurance protection under Life and AD&D which is 1.5 X times the base salary and up to $ 500,000.
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The position is currently based in
Morristown,
NJ.
The position may also require frequent
travel. This may include travel to India and other countries outside the United States of America.
Terms of employment
This offer is conditioned on your signing
this offer letter and Majesco’s Non-Disclosure Agreement. This offer is also based on (i) a satisfactory background
investigation and reference check; and (ii) satisfactory proof of your legal right to work in the United States.
This offer is contingent upon compliance
with Form I-9 completion timelines and confirmation of employment authorization by E-Verify.
The terms and conditions of your employment
will be governed by applicable Majesco policies, including but not limited to our Employee Handbook and Information Security Policy
and procedures. By accepting employment with Majesco, you have consented to Majesco’s limited use of your personal information
for the purposes of fulfilling certain aspects of the employer-employee relationship, such as hiring, administering benefits, payment,
and ensuring the health and safety of its employees.
The employment terms in this letter supersede
any other agreements or promises made to you by anyone, whether oral or written.
This letter shall be governed by and construed
in accordance with the laws of the State of New Jersey.
Please return a signed acceptance of this
letter within two (2) business days as indication that you find the offer acceptable. We look forward to your joining the Majesco
team. Please sign below so we may begin the process of indoctrinating you to Majesco.
Sincerely,
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Adam Elster
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Accepted
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/s/ Wayne Locke
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Exhibit 99.1
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412 Mt Kemble Avenue
Suite 110C
Morristown, NJ 07960
+1-973-461-5200
www.majesco.com
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PRESS RELEASE
Majesco
Appoints Finance and Operations Expert Wayne Locke As New CFO
The company continues expansion of its executive
team, strengthening alignment across the business with an eye towards the future of insurance
Morristown, NJ April 8, 2019
– Majesco (NASDAQ:
MJCO), a global leader of cloud software solutions for insurance business transformation, today announced the appointment of Wayne
Locke as Chief Financial Officer (CFO) effective April 8, 2019.
Wayne brings over two decades of finance and operations experience
to the role, and joins the company from Capgemini, where he was responsible for financial and operational consulting services for
insurance organizations. Prior to that he was the President of WEL Consulting LLC, a financial operations firm. There he provided
interim and acting CFO support at several growing companies and was instrumental in driving the finance vision, strategy and leadership
to help the organizations get to the next level. Over the course of his career, he has been responsible for designing and implementing
world-class, value-added business process management solutions for notable organizations, including AIG, Deloitte Consulting, GE
Capital, BNY and Swiss Re.
Wayne holds an MBA in Finance from Baruch College City University
of New York and a BS in Accounting from Brooklyn College City University of New York.
As Majesco’s CFO, Wayne will report directly to CEO Adam
Elster and oversee all operational, commercial, financial and investor relations functions, ultimately ensuring the company’s
ability to capitalize on the growing demand for cutting-edge insurance software solutions that deliver digital business transformation
at speed and scale.
“Wayne’s extensive expertise in financial planning
and operations, management and strategy, along with his background in the insurance industry is an ideal fit for Majesco as we
work to extend our positive momentum, continue growing our cloud business, and help insurers across Property and Casualty, Life
and Annuities, and Voluntary Group Benefits to meet the demands of tomorrow, now” said Adam.
“I couldn’t imagine a more exciting time to join
Majesco. Their vision for the future of the company and the future of insurance truly impressed me. I look forward to joining the
team and leveraging my experience to build on their impressive performance and growth” said Wayne.
With this move,
Farid Kazani will continue to lead Majesco’s Group Finance Function as Managing Director and Group CFO, playing a critical
role in strategic initiatives including mergers and acquisitions, partnerships, capital raise and other initiatives to increase
Majesco’s stakeholder value.
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412 Mt Kemble Avenue
Suite 110C
Morristown, NJ 07960
+1-973-461-5200
www.majesco.com
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About Majesco
Majesco (NASDAQ: MJCO) provides
technology, expertise, and leadership that helps insurers modernize, innovate and connect to build the future of their business
– and the future of insurance – at speed and scale. Our platforms connect people and businesses to insurance in ways
that are innovative, hyper-relevant, compelling and personal. Over 190 insurance companies worldwide in P&C, L&A and Group
Benefits are transforming their businesses by modernizing, optimizing or creating new business models with Majesco. Our market-leading
solutions include CloudInsurer™ P&C Core Suite (Policy, Billing, Claims); CloudInsurer™ L&A and Group Core
Suite (Policy, Billing, Claims); Digital1st Insurance™ with Digital1st eConnect™, Digital1st EcoExchange™ and
Digital1st Platform™ – a cloud-native, microservices and open API platform; Distribution Management, Data and Analytics
and an Enterprise Data Warehouse. For more details on Majesco, please visit www.majesco.com.
Cautionary Language Concerning
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act. These
forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of management, are not guarantees
of performance and are subject to significant risks and uncertainty. These forward-looking statements should, therefore, be considered
in light of various important factors, including those set forth in Majesco’s reports that it files from time to time with
the Securities and Exchange Commission and which you should review, including those statements under “Item 1A – Risk
Factors” in Majesco’s Annual Report on Form 10-K.
Important factors that could cause
actual results to differ materially from those described in forward-looking statements contained in this press release include,
but are not limited to: integration risks; changes in economic conditions, political conditions, trade protection measures,
licensing requirements and tax matters; technology development risks; intellectual property rights risks; competition risks; additional
scrutiny and increased expenses as a result of being a public company; the financial condition, financing requirements, prospects
and cash flow of Majesco; loss of strategic relationships; changes in laws or regulations affecting the insurance industry in particular;
restrictions on immigration; the ability and cost of retaining and recruiting key personnel; the ability to attract new clients
and retain them and the risk of loss of large customers; continued compliance with evolving laws; customer data and cybersecurity
risk; and Majesco’s ability to raise capital to fund future growth.
These
forward-looking statements should not be relied upon as predictions of future events and Majesco cannot assure you that the events
or circumstances discussed or reflected in these statements will be achieved or will occur. If such forward-looking statements
prove to be inaccurate, the inaccuracy may be material. You should not regard these statements as a representation or warranty
by Majesco or any other person that we will achieve our objectives and plans in any specified timeframe, or at all. You are cautioned
not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation. Majesco
disclaims any obligation to publicly update or release any revisions to these forward-looking statements, whether as a result
of new information, future events or otherwise, after the date of this press release or to reflect the occurrence of unanticipated
events, except as required by law.
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412 Mt Kemble Avenue
Suite 110C
Morristown, NJ 07960
+1-973-461-5200
www.majesco.com
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Contacts
Tara Dilzer Alexander
Director, Marketing Communications and Creative Services
+1 718 916 6873
tara.dilzeralexander@majesco.com