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): December 5, 2011
E.DIGITAL CORPORATION
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation)
0-20734
(Commission File Number)
33-0591385
(IRS Employer Identification No.)
16770 West Bernardo Drive
San Diego, California 92127
(Address of principal executive offices)
(858) 304-3016
(Registrant’s telephone number, including area code)
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective on December 5, 2011, MarDee Haring-Layton was appointed Chief Financial Officer of e.Digital Corporation (the "Company"). Ms. Haring-Layton has served as the Company's Principal Accounting Officer on a consulting basis since January 26, 2011. Since July 2010 Ms. Haring-Layton, age 35, has been a part-time consulting accountant for the Company. From January 2007 through December 2010 she was a consultant with Resources Global Professionals, a multinational professional services firm. From October 2005 to December 2006 she was Corporate Audit Manager at Royale Energy, Inc. and previously was employed by Charlotte Russe, Inc. as Systems Control & Reporting Manager and Deloitte & Touche, LLP as an audit professional. Ms. Haring-Layton obtained a B.S. in Business Administration from San Diego State University in 2003.
In connection with her appointment as Chief Financial Officer, Ms. Haring-Layton’s annual salary will be $98,000. She will devote approximately 28 hours per week to this part-time position. In connection with her appointment, she was granted a four year option to purchase 100,000 shares of the Company's Common Stock exercisable at $0.027 per share and vesting 25% at grant and 25% every six months thereafter. Her employment with the Company is at-will.
There are no family relationships between Ms. Haring-Layton and any director or executive officer of the Company which would require disclosure under Item 401(d) of Regulation S-K. Other than with respect to her employment with the Company, there are no transactions between Ms. Haring-Layton or any of her immediate family members and the Company or any of its subsidiaries which would require disclosure under Item 404(a) of Regulation S-K.
Signature(s)
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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e.Digital Corporation
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Date: December 6, 2011
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By:
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/s/ Alfred H. Falk
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Alfred H. Falk
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President and Chief Executive Officer
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