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): May 10, 2010
NeuMedia,
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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2000
Avenue of the Stars, Suite 410
Los
Angeles, CA 90067
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (310) 601-2500
MANDALAY
MEDIA, INC.
(Former
name or former address, if changed since last report)
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
8.01. OTHER EVENTS.
Twistbox Entertainment, Inc.
(“Twistbox”), a wholly owned subsidiary of NeuMedia, Inc., formerly known as
Mandalay Media, Inc. (the “Company”), is the maker of a certain Senior Secured
Note, as amended, in favor of ValueAct SmallCap Master Fund, L.P. (the “Lender”)
dated July 30, 2007 and due July 31, 2010 (“Note”). The Company and
certain other subsidiaries of the Company are guarantors of the
Note.
On May 10, 2010, Twistbox received from
the Lender a Notice of Event of Default and Acceleration (“Notice”) in which the
Lender stated that an event of default occurred under the Note as a result of
Twistbox’s and the Company’s failure to comply with the cash balance covenant
under the Note and, therefore, the Lender accelerated all outstanding amounts
payable by Twistbox under the Note.
The Note is secured by, among other
things, the assets of AMV Holdings Limited (“AMV”), a wholly owned subsidiary of
the Company and a guarantor of the Note. In connection with the
Notice, the Lender instituted an administration proceeding in the United Kingdom
against AMV. Although no definitive notification has been received,
the Company believes that the Lender will initiate foreclosure proceedings in
the United Kingdom on the assets of AMV.
The Company disputes the timeliness of
the Lender’s claim and contends that the commencement of the administration in
the United Kingdom may have been unfounded. The Company is
considering various actions with respect to the foregoing.
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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NeuMedia,
Inc.
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Date:
May 14, 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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