On November 7, 2007, Mediavest, Inc., a New Jersey corporation ("Mediavest"), merged with and into Mandalay Media, Inc., a Delaware corporation and wholly-owned subsidiary of Mediavest ("Mandalay"), in order to effect the reincorporation of Mediavest from the State of New Jersey to the State of Delaware (the "Reincorporation") pursuant to a Plan and Agreement of Merger dated September 27, 2007 (the "Merger"). As a result of the Merger, Mediavest and Mandalay became a single corporation named Mandalay Media, Inc. (hereinafter referred to as the "Surviving Corporation" or the "Company") which exists under, and is governed by, the laws of the State of Delaware.
As a result of the Merger: (1) each outstanding share of Mediavest common stock, par value $0.0001 per share (the "Mediavest Common Stock"), converted into one share of Mandalay common stock, par value $0.0001 per share (the "Mandalay Common Stock"); (2) each outstanding share of Mediavest preferred stock, par value $0.0001 per share (the "Mediavest Preferred Stock"), converted into one share of Mandalay preferred stock, par value $0.0001 per share (the "Mandalay Preferred Stock"), with each share of Series A Convertible Preferred Stock, par value $0.0001 per share, of Mediavest (the "Mediavest Series A Preferred Stock") converting into one share of the Series A Convertible Preferred Stock, par value $0.0001 per share, of Mandalay (the "Mandalay Series A Preferred Stock"); (3) each outstanding share of Mandalay Common Stock or Mandalay Preferred Stock held by Mediavest was retired and cancelled and resumed the status of authorized and unissued Mandalay Common Stock or Mandalay Preferred Stock; (4) each share of Mediavest Common Stock and Mediavest Preferred Stock was cancelled and retired;
(5) Mediavest ceased to exist; and (6) Mandalay (i) acceded to all of the rights, privileges, immunities and powers of Mediavest, (ii) acquired all of the property of Mediavest whether real, personal, or mixed, and (iii) assumed all of the debts, liabilities, obligations and duties of Mediavest. The Surviving Corporation's authorized capital stock consists of 101,000,000 shares of authorized capital stock, including 100,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share, 100,000 shares of which are designated as Series A Convertible Preferred Stock.
Upon the effectiveness and as a result of the Reincorporation and Merger, the Surviving Corporation assumed the certificate of incorporation of Mandalay (the "Certificate of Incorporation") and the bylaws of Mandalay (the "Bylaws"). A copy of the Certificate of Incorporation and Bylaws are attached hereto as Exhibits 3.1 and 3.2 and incorporated herein by reference.
The Company entered into an employment letter (the "Employment Letter") with Bruce Stein, effective as of November 7, 2007, pursuant to which Mr. Stein will be the Chief Operating Officer of the Company commencing on January 1, 2008 (or earlier at the option of Mr. Stein) at an initial base salary of $250,000 per year. Mr. Stein's employment will be for a term of two years. Mr. Stein was also appointed as a director of the Company, effective immediately. The Company granted Mr. Stein an option to purchase 550,000 shares pursuant to the Company's 2007 Employee, Director and Consultant Stock Plan, as set forth in more detail Item 3.02 of this Current Report on Form 8-K, which is incorporated herein by reference, 500,000 of which were granted on November 7, 2007, at an exercise price of $2.65 per share, and 50,000 of which will be granted on January 2, 2008, at an exercise price equal to the fair market value of the closing trading price of the common stock on January 2, 2008. The foregoing description of the Employment Letter does not purport to be complete and is qualified in its entirety by reference to the Employment Letter, a copy of which is attached hereto as Exhibit 10.1.
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