-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QGYKghNsfGUcq4v7k1RCdWm4oYOeiX8kfYEWb6WrkvdQk+ddCQ89RhEUPXzpX6c2 UCje7w+U33kyrBHIjvGA9Q== 0000950136-06-008900.txt : 20061026 0000950136-06-008900.hdr.sgml : 20061026 20061026165534 ACCESSION NUMBER: 0000950136-06-008900 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061026 DATE AS OF CHANGE: 20061026 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUTTON JOSEPH CENTRAL INDEX KEY: 0001272614 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O MAJESCO SALES INC STREET 2: 160 RARITAN CENTER PARKWAY CITY: EDISON STATE: NJ ZIP: 08837 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAJESCO ENTERTAINMENT CO CENTRAL INDEX KEY: 0001076682 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 061529524 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56967 FILM NUMBER: 061166454 BUSINESS ADDRESS: STREET 1: 160 RARITAN CENTER PARKWAY STREET 2: SUITE 1 CITY: EDISON STATE: NJ ZIP: 08837 BUSINESS PHONE: 7328727490 MAIL ADDRESS: STREET 1: PO BOX 6570 CITY: EDISON STATE: NJ ZIP: 08818 FORMER COMPANY: FORMER CONFORMED NAME: MAJESCO HOLDINGS INC DATE OF NAME CHANGE: 20040416 FORMER COMPANY: FORMER CONFORMED NAME: CONNECTIVCORP DATE OF NAME CHANGE: 20010815 FORMER COMPANY: FORMER CONFORMED NAME: SPINROCKET COM INC DATE OF NAME CHANGE: 20000502 SC 13D/A 1 file1.htm




                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                             -----------------------

                                  SCHEDULE 13D
                                 (RULE 13d-101)

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                    INFORMATION TO BE INCLUDED IN STATEMENTS
                 FILED PURSUANT TO RULE 13d-1(2) AND AMENDMENTS
                     THERETO FILED PURSUANT TO RULE 13D-2(a)
                               (AMENDMENT NO. 1)*



                          MAJESCO ENTERTAINMENT COMPANY
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                                  Common Stock
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    784495103
                               ------------------
                                 (CUSIP Number)

                                  Joseph Sutton
                           160 Raritan Center Parkway
                            Edison, New Jersey 08837
                                 (732) 225-8910

- --------------------------------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)


                                  July 21, 2006
- --------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).




========================
CUSIP NO.  784495103                   13D
========================

================================================================================
   1      NAMES OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
          Joseph Sutton

- --------------------------------------------------------------------------------
   2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
          (See Instructions)                                           (a)  [ ]
                                                                       (b)  [ ]

- --------------------------------------------------------------------------------
   3      SEC USE ONLY


- --------------------------------------------------------------------------------
   4      SOURCE OF FUNDS (See Instructions)


- --------------------------------------------------------------------------------
   5      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
          ITEMS 2(d) or 2(e)                                                [ ]

- --------------------------------------------------------------------------------
   6      CITIZENSHIP OR PLACE OF ORGANIZATION
          USA

================================================================================
     NUMBER OF                7       SOLE VOTING POWER
                                      2,332,179
     SHARES
                             ---------------------------------------------------
     BENEFICIALLY             8       SHARED VOTING POWER

     OWNED BY
                             ---------------------------------------------------
     EACH                     9       SOLE DISPOSITIVE POWER
                                      2,332,179
     REPORTING
                             ---------------------------------------------------
     PERSON                  10       SHARED DISPOSITIVE POWER

     WITH

================================================================================
  11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
          2,332,179

- --------------------------------------------------------------------------------
  12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
          EXCLUDES CERTAIN SHARES                                           [ ]
          (See Instructions)

- --------------------------------------------------------------------------------
  13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          9.88%(1)

- --------------------------------------------------------------------------------
  14      TYPE OF REPORTING PERSON (See Instructions)
          IN
================================================================================

- ----------
(1) On the basis of 23,597,534 shares of Common Stock reported by the Company to
be issued and outstanding as of July 31, 2006 in the Company's latest Quarterly
Report on Form 10-Q, as filed with the Securities and Exchange Commission on
September 11, 2006.


                      SEE INSTRUCTIONS BEFORE FILLING OUT!





         This Amendment No. 1 (the "Amendment No. 1") amends the original
Schedule 13D (the "Original Schedule 13D") filed with the Securities and
Exchange Commission by Mr. Joseph Sutton (the "Reporting Person"). The purpose
of this Amendment No. 1 is to disclose that the Reporting Person entered into a
written 10b5-1 Trading Plan, dated July 21, 2006, with UBS Financial Services
Inc. (the "Trading Plan"). Accordingly, only items 4, 5 and 6, the only
amended Items, are reported herein.

Item 4.  Purpose of Transaction.
- ------   ----------------------

         On July 21, 2006, the Reporting Person entered into the Trading Plan
pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended,
under which the Reporting Person has instructed UBS Financial Services, Inc., as
its agent, to sell up to 132,000 shares of Common Stock of Majesco Entertainment
Company (the "Issuer") from July 21, 2006 through July 31, 2007, subject to the
terms, conditions and restrictions set forth in the Trading Plan. The adoption
of the Trading Plan by the Reporting Person does not reflect a lack of
confidence in the Issuer on the part of the Reporting Person.

         On August 3, 2006, the Reporting Person was granted, as part of the
Issuer's long term incentive plan for officers and directors, 99,291 shares of
Restricted Common Stock with one third of the shares vesting on each of the
first, second and third anniversaries of the grant date.

Item 5.  Interest in Securities of the Issuer.
- ------   ------------------------------------

         (a) and (b) As of the date hereof, the Reporting Person is deemed to
beneficially own an aggregate of 2,332,179 shares of Common Stock, representing
approximately 9.88% of the number of shares of Common Stock stated to be
outstanding by the Company in its Quarterly Report on Form 10-Q, for the period
ended July 31, 2006, as filed with the Securities and Exchange Commission on
September 11, 2006. The Reporting Person has the power to direct the vote and
the power to direct the disposition of these shares of Common Stock.

         In addition, on August 3, 2005, the Reporting Person was granted, as a
part of the Issuer's long term incentive plan for officers and directors,
options to purchase a total of 53,028 ordinary shares of the Issuer at an
exercise price of $3.20. Half of the options vested on August 3, 2006 and the
other half will vest on August 3, 2007, the second anniversary of the grant
date.

         (c) Except as described in Item 4 of this Amendment No. 1, the
Reporting Person has not effected any transactions in the Issuer's ordinary
shares during the past sixty (60) days.

Item 6.  Contracts, Arrangements, Understandings or Relationship with Respect to
- ------   -----------------------------------------------------------------------
         Securities of the Issuer.
         ------------------------

         The description of the Trading Plan set forth in Item 4 of this
Amendment No. 1 is incorporated by reference into this Item 6.







                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


                                    October 26, 2006
                                    ---------------------------------------
                                    (Date)


                                    /s/ Joseph Sutton
                                    ---------------------------------------
                                    (Signature)


                                    Joseph Sutton, Executive Vice President
                                    ---------------------------------------
                                    (Name/Title)



         The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.

Attention.  Intentional misstatements or omissions of fact constitute Federal
            criminal violations (See 18 U.S.C. 1001).

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