UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 11, 2005 ------------------------------- Majesco Entertainment Company -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 333-70663 06-1529524 -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 160 Raritan Center Parkway, Edison, New Jersey 08837 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (732) 225-8910 -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Majesco Holdings Inc. -------------------------------------------------------------------------------- (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 (see General Instruction A.2. below): |_| 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)) ITEM 5.03 - AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR On April 11, 2005, the Registrant filed a Certificate of Ownership with the Secretary of State of the State of Delaware thereby (i) effecting the merger into the Registrant of its wholly-owned subsidiary Majesco Sales Inc., and (ii) changing the name of the Registrant from Majesco Holdings Inc. to Majesco Entertainment Company. The Certificate of Ownership shall serve as an amendment to the Registrant's Amended and Restated Certificate of Incorporation. The filing of the Certificate of Ownership was approved by the Registrant's board of directors on March 31, 2005. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits EXHIBIT NUMBER EXHIBIT TITLE OR DESCRIPTION ----------- -------------------------------------------------------------------- 3.1 Certificate of Ownership, as filed with the Secretary of State of the State of Delaware on April 11, 2005. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Majesco Entertainment Company (Registrant) Date: April 14, 2005 By: /s/ Carl J. Yankowski ------------------------- Carl J. Yankowski Chief Executive Officer