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): September 9, 2019
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MAJESCO
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(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
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(Address
of Principal Executive Offices)
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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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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
symbol(s)
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Name
of each exchange on which
registered
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Common
Stock, $0.002 par value
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MJCO
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The
Nasdaq Stock Market LLC
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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 ☒
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. ☐
Item
1.01 Entry into a Material Definitive Agreement
In
connection with the previously disclosed acquisition of the issued share capital of Exaxe Holdings Limited, a private limited
company incorporated in Ireland (“Exaxe”), on September 9, 2019, Exaxe Limited, the subsidiary of Exaxe (“Exaxe
Limited”), entered into amendments to the lease agreement with certain sellers (including Norman Carroll and Philip Naughton
who are currently officers of Majesco). Pursuant to the amendments, the lease term was extended to September 30, 2024 for an annual
rent of €106,000.
The
foregoing summary of the lease amendments does not purport to be complete and is qualified in its entirety by reference to the
Deed of Variation of Lease and the Deed of Renunciation which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form
8-K and are hereby incorporated by reference.
Item
9.01 Financial Statements and Exhibits.
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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Date:
September 11, 2019
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By:
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/s/
Wayne Locke
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Wayne
Locke, Chief Financial Officer
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-2-
Exhibit 10.1
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Eversheds Sutherland
One Earlsfort Centre
Earlsfort Terrace
Dublin 2
Ireland
T: +353 1 6644 200
F: +353 1 6644 300
DX 146 Dublin
W: Eversheds-Sutherland.ie
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9th September, 2019
NORMAN CARROLL, PHILIP NAUGHTON AND FRANCES HEMERYCK (TRADING AS THE SANDYFORD BUSINESS CO-OWNERSHIP)
EXAXE LIMITED
DEED OF VARIATION
THIS DEED
OF VARIATION OF LEASE made the 9th day of September 2019
BETWEEN
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1.
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NORMAN CARROLL, PHILIP NAUGHTON AND FRANCES HEMERYCK (TRADING
AS THE SANDYFORD BUSINESS CO-OWNERSHIP) c/o 5A Sandyford Business Centre, Dublin 18 (the “Landlord” which
expression shall where the context so admits or requires include its successor and assigns); and
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2.
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EXAXE LIMITED (Company Registration Number 222246) having
its registered office at Sandyford Business Centre, Sandyford, Dublin 18 (the “Tenant” which expression shall
where the context so admits or requires include its successors and permitted assigns).
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RECITALS:
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A.
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By lease dated 14 October 2004 between (1) Norman Carroll, Philip
Naughton and Luc Hemeryck (trading as the Sandyford Business Co-ownership) and (2) Exaxe Consulting Limited (the “Lease”,
which expression shall unless the context otherwise requires include any deed or document supplemental to the said lease) the premises
comprised in and demised by the Lease and briefly described in the schedule to this deed (the “Premises”) were
demised to Exaxe Consulting Limited for the Term.
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B.
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Pursuant to a Deed of Assignment dated 06 December 2017 between (1)
Exaxe Consulting Limited and (2) The Lessee, the interest of Exaxe Consulting Limited in the Lease was assigned to the Lessee for
the consideration therein set out.
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C.
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Pursuant to a Deed of Variation dated 20 March 2019 between (1) The
Landlord and (2) The Tenant certain terms of the Lease were varied.
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D.
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The interest of Luc Hemeryck in the Lease was vested in Frances Hemeryck
in or around 07 March 2012.
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E.
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The reversion immediately expectant on the termination of the Lease
is now vested in the Landlord and the term of years created by the Lease is now vested in the Tenant.
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F.
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The Landlord and the Tenant have agreed to vary certain terms of
the Lease in the manner appearing in this deed.
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OPERATIVE PROVISIONS
IT
IS AGREED AS FOLLOWS:
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1.1
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Save where the context otherwise requires, capitalised terms not defined in this deed shall have
the same meanings as assigned to them in the Lease.
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1.2.1
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the clause headings do not affect its interpretation;
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1.2.2
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unless otherwise indicated, references to clauses and schedules are to clauses of and schedules
to this deed and references in a schedule to a paragraph are to a paragraph of that schedule;
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1.2.3
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unless the context otherwise requires, any reference to the masculine gender shall include reference
to the feminine gender and vice versa; any reference to neuter gender shall include the masculine and feminine genders and vice
versa; reference to the singular shall include reference to the plural and vice versa; and words importing persons shall include
firms, companies and corporations and vice versa;
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1.2.4
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any reference to “including” means “including, without limitation” and
references to “includes” and “included” shall be construed accordingly;
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1.2.5
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references to any legislation or regulation shall include any amendment modification replacement
or re-enactment of any such legislation or regulation for the time being in force and references to any statute (whether to a specific
statute or generally to any statutes) or legislation includes every statutory instrument subordinate legislation order direction
regulation code of practice permission certificate licence consent condition and matter now or any time made or issued under any
statute or legislation;
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1.2.6
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if any provision of this deed is held to be illegal, invalid or unenforceable, the legality, validity
and enforceability of the remainder of this deed shall be unaffected; and
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1.2.7
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the recitals to this deed shall be deemed to be part of this deed.
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1.3
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This deed is supplemental to the Lease.
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2.1
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In consideration of the sum of €1 (one euro) (paid by the Tenant to the Landlord the receipt
and sufficiency of which is hereby acknowledged) it is hereby agreed and declared by the Landlord and the Tenant that the Lease
shall be amended to read as follows with effect from the date of this deed:
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2.1.1
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The term of the Lease shall now expire on 30 September 2024.
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2.1.2
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The rent payable under the Lease from 01 October 2019
to 30 September 2024 shall be the sum of €106,000.00 (One hundred and six thousand euro) per annum.
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3.1
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Save as varied by this deed each of the Landlord and the Tenant confirms the covenants and conditions
contained in the Lease and confirms that the Lease shall continue in full force and effect in all other respects.
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3.2
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It is acknowledged and agreed by and between the Landlord and the Tenant that this deed constitutes
a variation of certain provisions of the Lease only and that this deed is not intended to be and shall not be deemed to be or be
treated as a surrender and/or re-grant of the Lease and shall not constitute a new lease or agreement for lease as contemplated
by section 132 of the Land and Conveyancing Law Reform Act, 2009 or otherwise.
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3.3
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This deed may be executed in separate counterparts by each of the Landlord and the Tenant. Notwithstanding
that the Landlord and the Tenant may execute separate counterparts, this deed shall bind the Landlord and the Tenant to it as if
each had executed a single deed.
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3.4
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The provisions of this deed shall be governed by and construed in accordance with the laws of Ireland.
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3.5
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It is hereby certified for the purposes of Section 238 of the Companies Act, 2014 that:
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3.5.1
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the Landlord and the Tenant are not bodies corporate connected with one another in the manner which
would require this Lease to be ratified by resolution of any of the parties to this Deed.
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3.5.2
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the Landlord is not body corporate connected with another body corporate in the manner which would
require this Lease to be ratified by resolution of either the Landlord or the Tenant.
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SCHEDULE
ALL THAT AND THOSE the premises
known as Unit 5A, Sandyford Business Centre, Sandyford Industrial Estate, Blackthorn Road, Dublin 18 being part of the land of
Murphystown situate in the barony of Rathdown County of Dublin shown edged red on the plan annexed to the Lease forming part of
the lands comprised in folio 100506L of the Register County of Dublin.
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SIGNED AND DELIVERED as a deed
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by the NORMAN CARROLL
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in the presence of:
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/s/ Norman Carroll
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NORMAN CARROLL
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/s/ Donna Smeltz
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(witness name)
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32 Hughey Lane, Hillsborough, NJ
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(witness address)
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Exec Asst.
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(witness occupation)
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SIGNED AND DELIVERED as a deed
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by the PHILIP NAUGHTON
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in the presence of:
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/s/ Philip Naughton
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PHILIP NAUGHTON
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/s/ Donna Smeltz
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(witness name)
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32 Hughey Lane, Hillsborough, NJ
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(witness address)
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Exec Asst.
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(witness occupation)
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SIGNED AND DELIVERED as a deed
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by the FRANCES HEMERYCK
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in the presence of:
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/s/ Francis Hemeryck
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FRANCES HEMERYCK
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/s/ Thomas Murray
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(witness name)
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17 St. Peter’s Crescent, Walkinstown, Dublin
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(witness address)
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Data Protection Officer
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(witness occupation)
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GIVEN under the Common Seal
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/s/ Adam Elster
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of the EXAXE LIMITED
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(Director)
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and DELIVERED as a DEED:
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/s/ Edward Ossie
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(Director/Secretary)
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6
Exhibit 10.2
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Eversheds
Sutherland
One Earlsfort Centre
Earlsfort Terrace
Dublin 2
Ireland
T: +353 1 6644 200
F: +353 1 6644 300
DX 146 Dublin
W: Eversheds-Sutherland.ie
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Dated
September 9, 2019
Exaxe
Limited
Norman
Carroll, Philip Naughton and FRANCES HEMERYCK (tRADING AS the Sandyford Business
Co-Ownership)
DEED OF RENUNCIATION
THIS DEED OF RENUNCIATION is made
the 9th day of September, 2019 by (1) EXAXE LIMITED (company number 222246) having its registered office at Sandyford
Business Centre, Sandyford, Dublin 18 (the “Tenant” which expression shall where the context so admits or requires
include its successors and permitted assigns) with (2) NORMAN CARROLL, PHILIP NAUGHTON AND FRANCES HEMERYCK (TRADING AS THE
SANDYFORD BUSINESS CO-OWNERSHIP) c/o 5A Sandyford Business Centre, Dublin 18 (the “Landlord” which expression
shall where the context so admits or requires include its successors and assigns and the owner for the time being of the reversion
immediately expectant on the determination of the Term as defined below).
RECITALS
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A.
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By lease dated 14 October 2004 between (1) Norman Carroll, Philip
Naughton and Luc Hemeryck (trading as The Sandyford Business Co-Ownership) and (2) Exaxe Consulting Limited (the “Lease”)
the premises briefly described in the schedule to this deed and more particularly described in the Lease (the “Premises”)
were demised to Exaxe Consulting Limited for a term of 21 years from 14 October 2004 (the “Term”) subject to
the rents reserved by the Lease and the covenants on the part of the tenant and the conditions contained in the Lease.
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B.
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By deed of variation dated 5 March 2019 between (1) the Landlord
and (2) the Tenant, the Lease was varied as more particularly described therein.
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C.
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By deed of variation dated 9 September 2019 and executed in or about
the date hereof between (1) the Landlord and (2) the Tenant, the Lease was varied as more particularly described therein.
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D.
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The reversion immediately expectant on the termination of the Lease
is now vested in the Landlord and the term of years created by the Lease is now vested in the Tenant.
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E.
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The Premises are a tenement within the meaning of the Landlord and
Tenant Acts, 1967 to 2008.
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F.
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Under the Lease, the Premises are to be used for business purposes
within the meaning of Section 3 of the Landlord and Tenant (Amendment) Act, 1980.
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G.
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The Tenant has received independent legal advice in relation to this
renunciation from Matheson Solicitors and has been advised that under, and subject to the terms of, existing legislation the Tenant
would or may be or become entitled to a new tenancy in the Premises on or after the expiration or sooner determination of the Term.
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OPERATIVE PROVISIONS
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1.
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By this deed, the Tenant, pursuant to Section 17 (1) (a) (as amended
by Section 4 of the Landlord and Tenant Amendment Act 1994) of the Landlord and Tenant (Amendment) Act 1980 and further amended
by Section 47 of the Civil Law (Miscellaneous Provisions) Act 2008, renounces any entitlement which the Tenant may have or may
acquire to a new tenancy or otherwise in the Premises and/or any other part or parts of the building of which the Premises are
part, on or after the expiry or sooner determination of the Term.
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2.
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The Tenant undertakes with the Landlord:
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(a)
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to notify in writing any proposed assignee of the Lease of the existence of this renunciation and
that this renunciation is binding on any assignee; and
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(b)
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to notify in writing any proposed sub-tenant of the Tenant of the existence of this renunciation
and to obtain from any such proposed sub-tenant and deliver to the Landlord, a valid deed of renunciation in similar terms to this
renunciation as a condition of, and prior to the grant of, any such sub-tenancy.
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3.
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The Landlord and the Tenant agree that the recitals shall form part
of this deed.
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SCHEDULE
Premises
ALL THAT AND THOSE the premises
known as Unit 5A, Sandyford Business Centre, Sandyford Industrial Estate, Blackthorn Road, Dublin 18 being part of the land of
Murphystown situate in the barony of Rathdown County of Dublin shown edged red on the plan annexed to the Lease forming part of
the lands comprised in folio 100506L of the Register County of Dublin.
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SIGNED AND DELIVERED as a deed
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by the NORMAN CARROLL
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in the presence of:
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/s/ Norman Carroll
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NORMAN CARROLL
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/s/ Donna Smeltz
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(witness name)
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32 Hughey Lane, Hillsborough, NJ
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(witness address)
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Exec Asst.
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(witness occupation)
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SIGNED AND DELIVERED as a deed
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by the PHILIP NAUGHTON
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in the presence of:
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/s/ Philip Naughton
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PHILIP NAUGHTON
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/s/ Donna Smeltz
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(witness name)
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32 Hughey Lane, Hillsborough, NJ
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(witness address)
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Exec Asst
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(witness occupation)
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SIGNED AND DELIVERED as a deed
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by the FRANCES HEMERYCK
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in the presence of:
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/s/ Francis Hemeryck
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FRANCES HEMERYCK
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/s/ Thomas Murray
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(witness name)
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17 St. Peter’s Crescent, Walkinstown, Dublin
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(witness address)
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Data Protection Officer
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(witness occupation)
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GIVEN under the Common Seal
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/s/ Adam Elster
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of the EXAXE LIMITED
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(Director)
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and DELIVERED as a DEED:
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/s/ Edward Ossie
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(Director/Secretary)
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4