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): February 13, 2014

 

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 2.02Results of Operations and Financial Condition

 

On February 13, 2014, we issued a press release announcing the results of our operations for our third quarter of our fiscal 2014. The text of that announcement is attached as Exhibit 99.1. On that same date, we held an earnings conference call, the recording of which is available on our website. A transcript of that conference call is also attached as Exhibit 99.2. Both of the exhibits are incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filings.

 

This Form 8-K contains statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors and risks discussed from time to time in our Securities and Exchange Commission filings and reports. In addition, such statements could be affected by general industry and market conditions and growth rates, and general domestic and international economic conditions. Such forward-looking statements speak only as of the date on which they are made and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

Item 9.01 Financial Statements and Exhibits

 

99.1Press release dated February 13, 2014, as issued by Mandalay Digital Group, Inc. announcing results of operations for its third quarter of its fiscal 2014.
99.2Transcript of earnings conference call of Mandalay Digital Group, Inc. on February 13, 2013 at 4.30 p.m. Eastern Standard Time.

 

 
 

 

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: February 19, 2014 By:

/s/ Jeffrey Klausner

    Jeffrey Klausner
    Chief Financial Officer

 

 
 

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Press release dated February 13, 2014, as issued by Mandalay Digital Group, Inc. announcing results of operations for its third quarter of its fiscal 2014.
99.2   Transcript of earnings conference call of Mandalay Digital Group, Inc. on February 13, 2013 at 4.30 p.m. Eastern Standard Time.