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): February 13, 2009
MANDALAY
MEDIA, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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00-10039
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22-2267658
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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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))
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ITEM
2.02
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RESULTS
OF OPERATIONS AND FINANCIAL
CONDITION.
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On
February 13, 2009, Mandalay Media, Inc. (the “Company”) issued a press release
setting forth the Company’s financial results for the third quarter ended
December 31, 2008. A copy of the Company’s press release is attached hereto as
Exhibit 99.1, which is incorporated herein by reference. The
Company’s press release contains non-GAAP financial
measures. Pursuant to the requirements of Regulation G, the Company
has provided reconciliations within the press release of the non-GAAP financial
measures to the most directly comparable GAAP financial measures. The
information set forth in this Current Report on Form 8-K and Exhibit 99.1
attached hereto shall not be deemed to be “filed” for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, nor shall such information be deemed to be
incorporated by reference in any filing of the Company, whether made before or
after the date hereof, regardless of any general incorporation language in such
filing, except as shall be expressly set forth by specific reference in such
filing.
Statements
contained in this report contain “forward-looking statements,” within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on the beliefs and expectations of management, as well as
the assumptions made using information currently available to management. In
this context, forward-looking statements may address matters such as our
expected future business and financial performance, and often contain words such
as “guidance,” “expects,” “anticipates,” “intends,” “plans,” “believes,”
“seeks,” “should,” or “will.” Forward-looking statements by their nature address
matters that are, to different degrees, uncertain. These uncertainties may cause
the Company’s actual future results to be materially different than those
expressed in the Company’s forward-looking statements. Some of the
factors which could cause the Company’s results to differ materially from the
expectations include the following: consumer demand for the Company’s products;
consumer spending trends; fluctuations in the currencies of the countries in
which the Company operates against the US dollar; timely development and release
of the Company’s products; competition in the industry; the Company’s ability to
manage expenses; the Company’s ability to manage and sufficiently integrate
acquisitions of other companies; adverse changes in the securities markets; and
other factors described in the Company’s filings with the Securities and
Exchange Commission, including the Company’s Annual Report on Form 10-KT for the
transition period from January 1, 2008 to March 31, 2008. The Company
does not undertake to update its forward-looking statements.
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ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS.
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(d)
Exhibits
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Exhibit
No.
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Exhibit
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99.1
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Press
Release, dated February 13, 2009.
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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.
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MANDALAY
MEDIA, INC.
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Dated:
February 13, 2009
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By:
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/s/ James
Lefkowitz
James
Lefkowitz
President
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