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): October 7, 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.
(b)
Effective October 7, 2009, Ian Aaron
resigned as President and Chief Executive Officer of Twistbox Entertainment,
Inc. (“Twistbox”), a wholly-owned subsidiary of Mandalay Media, Inc. (the
“Company”). Mr. Aaron also resigned, effective as of October 7, 2009
as a director of each of the Company, Twistbox, AMV Holding Limited, a
wholly-owned subsidiary of the Company, and each subsidiary of Twistbox for
which he served as a director.
(e)
In connection with Mr. Aaron’s
resignation, the Company, Twistbox and Mr. Aaron entered into a Severance and
Release Agreement (the “Severance Agreement”), dated as of October 7,
2009. Pursuant to the Severance Agreement, the Company has agreed to
extend the time period during which Mr. Aaron may exercise his vested stock
options to purchase the Company’s common stock, par value $0.0001 per share
(“Common Stock”), until the earlier of September 30, 2010, and 90 days following
the date that Mr. Aaron shall first be eligible to sell the shares of Common
Stock under a registration statement that has been declared effective by the
Securities and Exchange Commission. The Company also agreed that
157,422 shares of Common Stock that were issued to Mr. Aaron pursuant to a
restricted stock agreement dated March 16, 2009, that are the total number of
shares subject to forfeiture as a result of his termination of service, shall
not be forfeited as of the termination date and that such right of forfeiture
shall be amended so that it lapses upon the earlier of March 31, 2010, and a
change in control, provided that Mr. Aaron does not breach certain provisions of
the Severance Agreement prior to such date.
The Severance Agreement also provides
that the Company will issue to Mr. Aaron 79,938 shares of Common Stock on March
31, 2010 in full satisfaction of Mr. Aaron’s accrued, but unused, paid vacation
days, provided that Mr. Aaron does not breach certain provisions of the
Severance Agreement and that the Company will pay Mr. Aaron’s, and his eligible
covered dependents’, COBRA continuation insurance coverage premiums for a period
of six months ending on April 7, 2010.
Mr. Aaron is also prohibited from
selling or otherwise transferring any of his shares of Common Stock without the
prior written consent of the Company for a period ending on the March 31,
2010.
The foregoing description of the
Severance Agreement does not purport to be complete and is qualified in its
entirety by reference to the Severance Agreement, a copy of which is attached
hereto as Exhibit 10.1 and incorporated by reference herein.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits
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Exhibit No.
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Exhibit
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10.1
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Severance
and Release Agreement, by and among Mandalay Media, Inc., Twistbox
Entertainment, Inc. and Ian Aaron, dated as of October 7,
2009.
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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:
October 14, 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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