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): January 3, 2011
Motricity, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-34781 | 20-1059798 | ||
(State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
601 108th Avenue Northeast
Suite 800
Bellevue, WA 98004
98004
(Address of Principal Executive Offices, including Zip Code)
(425) 957-6200
(Registrants Telephone Number, including Area Code)
Not Applicable
(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:
¨ | 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 3.02 Unregistered Sales of Equity Securities
On January 3, 2011, all remaining shares of Motricity, Inc.s (the Company) Series H Preferred Stock were, at the Companys option, converted into 2,348,182 shares of the Companys common stock. Approximately 2,343,486 of those shares were issued to Koala Holding LP, an entity controlled by Carl Icahn, and 4,696 of those shares were issued to Brett Icahn, in each case on account of the Series H Preferred Stock held by them. Pursuant to the terms of the Companys certificate of incorporation, dividends ceased to accrue on the shares of Series H Preferred Stock and all rights associated with the Series H Preferred Stock terminated.
Signature
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.
MOTRICITY, INC. (Registrant) | ||||||
January 3, 2011 | By: | /s/ Richard E. Leigh | ||||
(Date) | Richard E. Leigh, Jr. Senior Vice President, General Counsel and Corporate Secretary |