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 14, 2009

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.

Effective October 14, 2009, the Board of Directors (the “Board”) of Mandalay Media, Inc. (the “Company”) appointed Kevin McCurdy as a member of the Board.

There are no arrangements or understandings between Mr. McCurdy and any other person pursuant to which he was appointed as a director of the Company.  Mr. McCurdy has not previously held any positions in the Company, and 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. McCurdy 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.

Mr. McCurdy will be entitled to participate in any director compensation arrangements for independent directors of the Company, as such arrangements may be adopted in the future by the Company.

 
ITEM 8.01 OTHER EVENTS.

On October 20, 2009, the Company issued a press release announcing the appointment of Mr. McCurdy to the Board, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
         
Exhibit No.
  
Description
         
  99.1  
Press Release dated October 20, 2009.

 
 
 
 

 
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.
  
       
       
Dated: October 20, 2009 By: /s/ James Lefkowitz  
    James Lefkowitz  
    President