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 28, 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):

þ 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 8.01. OTHER EVENTS.

On October 29, 2009, Mandalay Media, Inc. (the “Company”) issued a press release announcing a proposal to acquire the outstanding shares of WPT Enterprises, Inc. (“WPT”).  The proposal was communicated by a letter dated October 28, 2009 to WPT’s Board of Directors.

The press release announcing the proposal, including the full text of the letter to WPT’s Board of Directors, is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.


ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.
  
Description
  99.1
  
Press Release dated October 29, 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 29, 2009
By:
/s/ James Lefkowitz
  
   
James Lefkowitz
  
   
Chief Operating Officer