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

(Registrant’s 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 Company’s option, converted into 2,348,182 shares of the Company’s 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 Company’s 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