Digital Turbine, Inc. — M&A Activity 2009

Oct 30, 2009

8-K 1 v164241_8-k.htm Unassociated Document Licensed to: Vintage Filings Document Created using EDGARizer 4.0.6.1 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

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.

| /s/
James Lefkowitz |
| --- |
| James
Lefkowitz |
| Chief
Operating Officer |