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 22, 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 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. ¨
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 22, 2020, Majesco entered into an amendment (the “Amendment”) to the amended and restated employment agreement (the “Employment Agreement”) originally entered into with Manish Shah on February 27, 2015, as amended on March 12, 2019. Pursuant to the Amendment, Majesco shall provide Mr. Shah (i) with a car allowance of $600 per month and (ii) during the term of the Employment Agreement, a lease deposit of $5,000 every 36 months.
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 | Amendment to Employment Agreement between Majesco and Manish Shah dated June 22, 2020 |
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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 23, 2020 | |||
| By: | /s/ Wayne Locke | ||
| Wayne Locke, Chief Financial Officer | |||
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Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to the Employment Agreement (the “Amendment”) is made and entered into as of June 22, 2020 (the “Amendment Effective Date”) by and between Majesco, with offices located at 412 Mt. Kemble Avenue, Suite 110C, Morristown, New Jersey, 07960, (“Company”) and Manish D. Shah (“Employee”).
W I T N E S S E T H:
WHEREAS, Employee and Cover-All Technologies Inc., entered into that certain Amended and Restated Employment Agreement dated as of February 27, 2015, as amended on March 12, 2019 (as so amended, the “Agreement”);
WHEREAS, the parties have agreed to modify the Agreement; and
NOW, THEREFORE, in consideration of the foregoing and the terms of this Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
| 1. | The recitals set forth above are incorporated herein by reference. |
| 2. | Incorporation of Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning given to such terms in the Agreement. Except as and to the extent expressly modified by this Amendment, the Agreement, including its Exhibits shall remain in full force and effect in all respects. In the event that any terms of this Amendment and the Services Agreement shall be in conflict, then the conflicting term(s) of this Amendment shall prevail. |
| 3. | Amendments to the Agreement. |
3.1. 4.6 Company Car. As of the Amendment Effective Date, Section 4.6 is hereby deleted and replaced with the following language:
“4.6 Car Allowance. As of the Amendment Effective Date, Employee shall be provided a car allowance of $600 per month payable on the fifteenth (15th) day of each month. During the Term of this Agreement, Employee shall also be provided a lease deposit of $5,000 every thirty six (36) months from the date hereof with the first such lease deposit being paid to Employee within thirty (30) days of the Amendment Effective Date.
| 4. | All other terms and conditions of the Agreement shall remain unchanged. |
| 5. | This Amendment conforms to requirements under Section 6.4 of the Agreement requiring that the Agreement be amended only by an instrument executed by the authorized representative of both parties. |
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Amendment Effective Date.
| Manish D. Shah | Majesco | ||
| /s/ Manish Shah |
/s/ Bithindra Bhattacharya |
||
| By (Signature) | By (Signature) | ||
| Manish Shah | Bithindra Bhattacharya | ||
| Name (Type or Print) | Name (Type or Print) | ||
| President & Chief Product Officer |
SVP - Finance |
||
| Title | Title |