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): March 7, 2008
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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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.
(e)
Effective
March 7, 2008, the Board of Directors of Mandalay Media, Inc. (the “Company”)
approved and adopted the Second Amendment (the “Second Amendment”) to the
Company’s 2007 Employee, Director and Consultant Stock Plan, as amended (the
“2007 Plan”). The Second Amendment increased the maximum number of shares of the
Company’s common stock with respect to which stock rights may be granted to any
participant in any fiscal year from 600,000 shares to 1,100,000 shares. All
other terms of the 2007 Plan remain in full force and effect. The Second
Amendment is attached hereto as Exhibit 10.1 and incorporated herein by
reference.
Item
9.01 Financial Statements and Exhibits.
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Number
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Description
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10.1
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Second
Amendment to 2007 Employee, Director and Consultant Stock
Plan.
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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: March
28, 2008
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By:
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/s/ James
Lefkowitz
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James
Lefkowitz
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President
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EXHIBIT
INDEX
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Exhibit
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No.
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Description
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10.1
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Second
Amendment to 2007 Employee, Director and Consultant Stock Plan.
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MANDALAY
MEDIA, INC.
SECOND
AMENDMENT
TO
2007
EMPLOYEE, DIRECTOR AND CONSULTANT STOCK PLAN
This
Second Amendment (the “Second Amendment”) to the Mandalay Media, Inc. (the
“Company”) 2007 Employee, Director and Consultant Stock Plan, as amended on
February 12, 2008 (the “Plan”), is hereby effective as of March 7, 2008.
Capitalized terms used in this Amendment and not otherwise defined herein shall
have the meanings ascribed to them in the Plan.
WHEREAS,
the
Company enacted the Plan in accordance with the purposes set forth
therein;
WHEREAS,
Section
31 of the Plan reserves to the Company’s board of directors (the “Board”) the
power in its discretion to amend the Plan at any time and from time to time
subject to applicable law and the rights of the Participants on the date of
such
action; and
WHEREAS,
the
Board
deems it appropriate to amend the Plan to increase the maximum number of Shares
with respect to which Stock Rights may be granted to any Participant in any
fiscal year from six hundred thousand (600,000) to one million one hundred
thousand (1,100,000).
NOW,
THEREFORE,
the Plan
is hereby amended as set forth below:
1.
Section
4(c) of the Plan is hereby amended by deleting “600,000” from the third line
thereof and inserting “1,100,000” in its place.
2.
The
Plan
shall remain in full force and effect except as specifically amended
herein.