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): June 1, 2020
MAJESCO
(Exact Name of Registrant as Specified in its Charter)
| California | 001-37466 | 77-0309142 | ||
|
(State
or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS
Employer
Identification No.) |
412 Mount Kemble Ave, Suite 110C, Morristown, NJ 07960
(Address of Principal Executive Offices)
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $0.002 par value | MJCO | The Nasdaq Stock Market LLC |
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. |
On June 1, 2020, Majesco Software and Solutions India Pvt. Ltd. (“MSSIPL”), a subsidiary of Majesco, entered into an amendment (the “Amendment”) to its previously disclosed lease (the “Lease”) with Majesco Limited, Majesco’s controlling shareholder, with respect to its operation facilities in Mahape, India, which agreement was approved by the Audit Committee of the Board of Directors of Majesco on May 4, 2020.
Pursuant to the Amendment, effective as of June 1, 2020, MSSIPL extended the term of the Lease to November 30, 2020 and decreased the monthly rent to approximately $94,000 (at current exchange rates).
The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The exhibit listed in the following Exhibit Index is filed as part of this Report.
| Exhibit No. | ||
| 10.1 | Lease Amendment, dated as of June 1, 2020, by and between Majesco Software and Solutions India Pvt. Ltd. and Majesco Limited |
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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.
| MAJESCO | ||
| Date: June 2, 2020 | By: | /s/ Wayne Locke |
| Wayne Locke, Chief Financial Officer | ||
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Exhibit 10.1
LEAVE & LICENSE AGREEMENT
(Extension of Leave & License Agreement dated June 23, 2015 for 6 months)
THIS AGREEMENT OF LEAVE & LICENSE executed at Navi Mumbai on this 1st day of June, 2020.
BETWEEN
Majesco Limited (CIN: 72300MH2013PLC244874), a company incorporated under the Companies Act, 1956 and having its registered office at MNDC, MBP-P-136, Mahape, Navi Mumbai – 400 710 (hereinafter referred to as the “Licensor” which expression shall, unless the context otherwise requires, mean and include its successors and permitted assigns)
AND
Majesco Software and Solutions India Private Limited, (CIN: U72900MH2014PTC288244) a Company incorporated under the Companies Act, 2013 and having its registered office at MNDC, P-136, Millenium Business Park, Mahape, Navi Mumbai – 400 710 (hereinafter referred to as the “Licensee” which expression shall, unless the context otherwise requires, mean and includes its successors and permitted assigns).
The Licensor and the Licensee are jointly referred to as the “Parties” and severally referred to as “Party”.
WHEREAS:
| (i) | The Licensee entered into Leave & License Agreement on June 23, 2015 (“Initial Leave and License Agreement”) with the Licensor for occupying part of the office premises situated at MNDC, MBP-P-136, Mahape, Navi Mumbai – 400 710, more particularly described in Annexure “A” (“Office Premises”) for tenor of sixty months which ended on May 31, 2020 (“Initial Tenor”). |
| (ii) | Considering current pandemic COVID-19 situation and remote working environment, the Licensee has requested the Licensor for extending Initial Tenor for a period of six months at a monthly rent equal to 85% of the rent set forth in Initial Leave and License Agreement, for occupying Office Premises admeasuring 1,20,497 sq. ft. (carpet area) on Leave and License basis for its use as Office and the Licensor has agreed to extend Initial Tenor, upon the terms and conditions hereinafter set out. |
| (iii) | The Parties hereto are desirous of recording the terms and conditions as agreed between them in the manner hereinafter mentioned. |
NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED AND CONFIRMED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:
| 1. | LEAVE & LICENSE |
| 1.1 | The Licensor grants to the Licensee the Office Premises for its use as the office of the Licensee on leave and license basis. |
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| 1.2 | The Parties confirm that recitals of this Agreement and Initial Leave and License Agreement form part and parcel of operative part of this Agreement and shall be read in consonance accordingly. |
| 2. | TERM |
| 2.1 | Initial Tenor shall be extended for a period of six months which will commence from June 1, 2020 (“Commencement Date”) and expire on November 30, 2020 (both days inclusive) (“Extended Tenor”). |
| 3. | LEAVE & LICENSE FEES |
| 3.1 | The Licensee shall pay to the Licensor as and by way of consideration for the Leave and License granted by the Licensor in favour of the Licensee, an all-inclusive monthly Leave & License Fees for the use and occupation of the Office Premises and 80 covered car parking spaces, a sum of Rs. 70,67,150/- (Rupees Seventy Lakhs Sixty Seven Thousand One Hundred Fifty Only) per month at the reduced rate of Rs. 58.65 per sq. ft., for Extended Tenor, subject to deduction of tax at source as per the provisions of Income Tax Act, 1961. The said Leave & License Fees shall be exclusive of GST and any other taxes which may be applicable from time to time, as mentioned in Initial Leave and License Agreement. |
| 4. | INTEREST-FREE SECURITY DEPOSIT |
| 4.1 | The amount of interest-free refundable security deposit, as per Initial Leave and License Agreement, shall be kept deposited with the Licensor during Extended Tenor. |
| 5. | REPRESENTATION & WARRANTIES |
| 5.1 | Each party represents and warrants to the other that all approvals, consents and permission as are required for entering into this Agreement have been obtained and that the person who has signed this on its behalf has been duly authorised and empowered to do so. |
| 6. | Rest of the terms and conditions of Initial Leave and License Agreement shall remain unchanged and shall be effective and binding upon the Parties. |
| 7. | The Parties shall lodge and register this agreement with the office of Sub-registrar, Thane. The Stamp Duty, Registration charges and Advocates’ fees in this regard shall be borne by the Parties equally. |
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ANNEXURE “A”
(Description of the Office Premises)
All that constructed area admeasuring 1,20,497 sq. ft. located at MBP-P-136, P-136/1, Mahape, Navi Mumbai – 400 710 and bounded as follows, that is so say —
| On or towards the North by | - | Canteen Building |
| On or towards the South by | - | Existing Road and MIDC and |
| On or towards the East by | - | Adjoining Building No. A-7 of Mastek |
| On or towards the West by | - | Road and adjoining Building of Rupa Solitaire |
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IN WITNESS WHEREOF the Parties hereto have executed this agreement as of day and year first hereinabove written.
|
SIGNED AND DELIVERED by the
Within-named Licensor: Majesco Limited |
SIGNED AND DELIVERED by the
Within-named Licensor: Majesco Software and Solutions India Pvt. Limited |
| /s/ Kunal Karan | /s/ Farid Kazani |
| Kunal Karan | Farid Kazani |
| Chief Financial Officer | Director |
In the presence of
| /s/ Varika Rastogi | /s/ Neha Sangam |
| Name: Varika Rastogi | Name: Neha Sangam |
|
Address: Flat No. B-4/302, Millennium Towers, Sector – 9, Sanpada Navi Mumbai -- 400710 |
Address: A/304, Phase – II, Brightland Yashasvi Nagar, Balkum, Thane (W) - 400608 |
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