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): May 21, 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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
On May 21, 2009, Jay Wolf resigned as
Chief Financial Officer of Mandalay Media, Inc. (the “Company”), effective
immediately, in order for the Company to appoint Russell Burke as Chief
Financial Officer of the Company, as described below. Mr. Wolf will
continue to serve as a director of the Company.
Also on May 21, 2009, the Company’s
board of directors appointed Russell Burke as Chief Financial Officer of the
Company.
There are no arrangements or
understandings between Mr. Burke and any other person pursuant to which he was
appointed as Chief Financial Officer of the Company. Mr. Burke has been Senior
Vice President and Chief Financial Officer of Twistbox Entertainment, Inc.
(“Twistbox”), a wholly-owned subsidiary of the Company since December 2006. Mr.
Burke’s biographical information was previously disclosed under the caption
“Directors, Executive Officers and Corporate Governance” in the Company’s Annual
Report on Form 10-KT filed with the Securities and Exchange Commission on July
15, 2008, which is incorporated herein by reference.
Mr. Burke entered into an employment
agreement with Twistbox on December 11, 2006, as amended on February 12, 2008
(the “Employment Agreement”), pursuant to which he became Chief Financial
Officer of Twistbox. The Employment Agreement expires on
February 12, 2011, subject to renewal, and provides for an annual base salary of
$204,000 from February 12, 2008 through March 31, 2008, $240,000 from April 1,
2008 through February 11, 2009, $252,000 from February 12, 2009 through February
11, 2010 and $264,600 from February 12, 2010 through February 12,
2011. Mr. Burke is also eligible for an annual bonus at the Company’s
sole discretion based upon Mr. Burke’s and the Company’s performance, with a
target bonus of fifty percent of his base salary. In addition, pursuant to the
Employment Agreement, on February 12, 2008, the Company granted to Mr. Burke
options to purchase 350,000 shares of the Company’s common stock pursuant to the
Company’s 2007 Employee, Director and Consultant Stock Plan, as amended. The
options have a ten-year term and become exercisable over a two-year period at a
price per share equal to $4.75. One-third of the options granted
vested immediately upon grant, an additional one-third vested on February 12,
2009 and the remaining one-third shall vest on February 12,
2010. Copies of the Employment Agreement and First Amendment to
Employment Agreement were filed as Exhibits 10.22 and 10.23, respectively, to
that Current Report on Form 8-K filed with the Securities and Exchange
Commission on February 12, 2008, which are incorporated herein by
reference.
Mr. Burke does not have
family relations with any directors or executive officers of the
Company. There are no transactions to which the Company is a party
and in which Mr. Burke has a material interest that are required to be disclosed
under Item 404(a), as modified by Item 404(d)(1) of Regulation S-K.
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:
May 28, 2009
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By:
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/s/ James
Lefkowitz |
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James
Lefkowitz |
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President |
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