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): January 26, 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))
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Item 5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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On
January 26, 2011 MarDee Haring-Layton was appointed Principal Accounting
Officer. Since July 2010 Ms. Haring-Layton, age 35, has been a part-time
consulting accountant for the Company. Since January 2007 she has been 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.
The
Company pays Ms. Haring-Layton $65 per hour for consulting services with a
minimum commitment of 24 hours per week. In connection with the appointment Ms.
Haring-Layton was granted an option under the Company’s 2005 Option Plan on
20,000 shares of common stock exercisable at $0.11 per share for a four year
period vesting and becoming exercisable over 18 months subject to the terms of
the option grant and the 2005 Option Plan.
There are
no arrangements or understandings between Ms. Haring-Layton and any other person
pursuant to which Ms. Haring-Layton was selected to serve as Principal
Accounting Officer of the Company. There are no family relationships between Ms.
Haring-Layton and any director or executive officer of the Company. There has
been no transaction nor are there any proposed transactions between the Company
and Ms. Haring-Layton that would require disclosure pursuant to Items
404(a) or (d) of Regulation S-K.
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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e.DIGITAL
CORPORATION
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Date:
January 27, 2011
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By: /s/ ALFRED H. FALK
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Alfred
H. Falk, President and Chief Executive Officer
(Principal
Executive Officer and duly authorized to
sign on behalf of the Registrant) |