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): April 5, 2010
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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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 April
5, 2010, Paul Schaeffer resigned as Interim Chief Executive Officer of Mandalay
Media, Inc. (the “Company”). It was reported on March 24, 2010 that Mr.
Schaeffer was appointed Interim Chief Executive Officer of the
Company. Mr. Schaeffer will continue to serve as a director of the
Company and as Vice Chairman of the Board of Directors (“Board”).
Also on
April 5, 2010, the Board appointed Ray Schaaf to the Board. Mr.
Schaaf also serves as President of the Company.
Mr.
Schaaf, age 48, has 25 years of digital media experience, including games,
content, ecommerce, and mobile industries. Prior to joining the Company, from
2007 to 2009, Mr. Schaaf served as president and chief executive officer of
Arcadia Entertainment, Inc. From 2005 to 2007, Mr. Schaaf was chief operating
officer of Navio, a digital content, ecommerce, and promotions solution provider
to Fox Interactive Media, Shockwave, Disney, Sony BMG, EMI, and MasterCard.
Prior to Navio, he was president of publishing at Glu Mobile. Prior
to Glu Mobile, he served as president of Intershop, where he oversaw the
Americas and APAC operations. Prior to Intershop, Mr. Schaaf was
chief executive officer and president of XMARC, where he launched the first
location-based application deployed on a public wireless network. He also has
held executive management positions at Veritas Software, NeXT Computers, and
Ziff Davis. Mr. Schaaf received his B.S. degree in business from Boston
College.
Mr.
Schaaf does not have any family relations with any directors or executive
officers of the Company. There are no transactions to which the Company is a
party in which Mr. Schaeffer 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.
On April
7, 2010, Keith McCurdy and Richard Spitz each resigned as a director of the
Company.
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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Date:
April 9, 2010
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By:
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/s/
Ray Schaaf |
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Ray
Schaaf
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President
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