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): March 7, 2008

MANDALAY MEDIA, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Delaware
 
00-10039
 
22-2267658
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
2121 Avenue of the Stars, Suite 2550
Los Angeles, CA 90067
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (310) 601-2500


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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Effective March 7, 2008, the Board of Directors of Mandalay Media, Inc. (the “Company”) approved and adopted the Second Amendment (the “Second Amendment”) to the Company’s 2007 Employee, Director and Consultant Stock Plan, as amended (the “2007 Plan”). The Second Amendment increased the maximum number of shares of the Company’s common stock with respect to which stock rights may be granted to any participant in any fiscal year from 600,000 shares to 1,100,000 shares. All other terms of the 2007 Plan remain in full force and effect. The Second Amendment is attached hereto as Exhibit 10.1 and incorporated herein by reference.
 

Item 9.01 Financial Statements and Exhibits.
 
 
(d)
Exhibits
 
Number 
  
Description
10.1
  
Second Amendment to 2007 Employee, Director and Consultant Stock Plan.

 
 
 
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.
 
     
 
MANDALAY MEDIA, INC.
 
 		  
 		  
 
Date: March 28, 2008 By:   /s/ James Lefkowitz
 
James Lefkowitz
 
President
 
 
 
 
EXHIBIT INDEX 
 
 
 
Exhibit
 
 
No.
 
Description
10.1
  
Second Amendment to 2007 Employee, Director and Consultant Stock Plan.