UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): July 8, 2013
Mandalay Digital Group, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-10039 | 22-2267658 | ||
|
(State or Other Jurisdiction of Incorporation) |
Commission File Number |
(IRS Employer Identification No.) |
|
2811 Cahuenga Blvd West Los Angeles, CA |
90068 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (323) 472-5461
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 1.01 | Entry into a Material Definitive Agreement. |
On June 21, 2010, Mandalay Digital Group, Inc. (the “Company”) sold and issued US$2.5 million of Senior Secured Convertible Notes, as amended and extended, due July 9, 2013 of the Company (the “Senior Secured Notes”) to Trinad Capital Master Fund, Ltd. (“Trinad”) and the Guber Family Trust (the “Guber Trust” and, together with Trinad, the “Noteholders”). On July 8, 2013, the Noteholders entered into an amendment to the Senior Secured Notes, dated as of July 7, 2013 that extends the July 9, 2013 Maturity Date of the notes until September 9, 2013.
Trinad is one of our principal stockholders and Robert Ellin, one of our directors, is Managing Partner of the Trinad. The Guber Trust is one of our principal stockholders, and Peter Guber, the Company’s Chairman, serves as Trustee of the Guber Trust.
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 thereunto duly authorized.
| Mandalay Digital Group, Inc. | |||
| Dated: July 12, 2013 | By: |
/s/ Peter Adderton |
|
| Peter Adderton | |||
| Chief Executive Officer |