Attached files

file filename
S-1/A - S-1/A - MOTRICITY INCd400636ds1a.htm
EX-4.5 - EX-4.5 - MOTRICITY INCd400636dex45.htm
EX-99.8 - EX-99.8 - MOTRICITY INCd400636dex998.htm
EX-23.3 - EX-23.3 - MOTRICITY INCd400636dex233.htm
EX-99.4 - EX-99.4 - MOTRICITY INCd400636dex994.htm
EX-23.1 - EX-23.1 - MOTRICITY INCd400636dex231.htm
EX-99.2 - EX-99.2 - MOTRICITY INCd400636dex992.htm
EX-99.7 - EX-99.7 - MOTRICITY INCd400636dex997.htm
EX-99.1 - EX-99.1 - MOTRICITY INCd400636dex991.htm
EX-23.4 - EX-23.4 - MOTRICITY INCd400636dex234.htm
EX-99.5 - EX-99.5 - MOTRICITY INCd400636dex995.htm
EX-23.2 - EX-23.2 - MOTRICITY INCd400636dex232.htm
EX-99.6 - EX-99.6 - MOTRICITY INCd400636dex996.htm

Exhibit 99.3

FORM OF NOTICE TO STOCKHOLDERS WHO ARE ACTING AS NOMINEES

MOTRICITY, INC.

To Brokers, Dealers, Custodian Banks,

Trust Companies and Other Nominees:

This letter is being distributed to brokers, dealers, custodian banks, trust companies and other nominees in connection with the rights offering (the “Rights Offering”) by Motricity, Inc. (the “Company”), as described in the Company’s prospectus dated                      (the “Prospectus”). On July 23, 2012 we distributed to record holders of our common stock as of July 23, 2012, at no charge, subscription rights (which we refer to as “original subscription rights”) to purchase units. Following the distribution of the original subscription rights, we determined that it was advisable and in our company’s best interest to modify the composition of the units. In making this determination, we took into account, among other things, stockholder comments and tax considerations. Each subscription right that was distributed on July 23, 2012 now constitutes a right to purchase a unit as modified. Each such modified unit, which we refer to as a “unit” or “units,” consists of 0.02599 shares of our 13% Redeemable Series J preferred stock, which we refer to as the “Series J preferred stock”, and 0.21987 warrants, each warrant entitling the holder to purchase one share of common stock at a price per share equal to the greater of (a) $0.65 and (b) 120% of the closing market price of the common stock on the date of issuance, which we refer to as “common stock warrants.” Each subscription right, subject to certain limitations, is exercisable, upon payment of the subscription price of $0.65, to purchase one unit. The Series J preferred stock and the common stock warrants comprising the unit will separate upon subscription of the rights and the units will not trade as separate securities. The subscription rights will expire at 5:00 p.m., New York City Time, on                 , 2012, unless the subscription period is further extended by the board of directors of the Company to a date no later than October 17, 2012.

The subscription rights were accepted for listing on the Nasdaq Global Select Market and we expect them to begin trading there under the symbol “MOTRR” beginning on or about                     , 2012, until 5:00 p.m., New York City time, on the last business day prior to the scheduled expiration date. If the approval for listing is withdrawn prior to the expiration of the subscription period, we intend to apply for quotation of the subscription rights on the OTCQB market. The subscription rights will, subject to any applicable state law restrictions, be transferable during the subscription period irrespective of whether the subscription rights are quoted on the OTCQB or not. The Company also applied for listing of the Series J preferred stock on the Nasdaq Global Select Market under the symbol “MOTRP” and the common stock warrants on the Nasdaq Global Select Market under the symbol “MOTRW,” beginning approximately three business days after expiration of the Rights Offering. If the listing applications for the Series J preferred stock or common stock warrants are not accepted, the Company intends to apply for quotation of the Series J preferred stock and/or common stock warrants on the OTCQB market. The subscription rights, the Series J preferred stock and the common stock warrants will be new issues of securities with no prior trading markets, and the Company cannot provide any assurances as to the liquidity of the trading market for the subscription rights, the Series J preferred stock or common stock warrants. The subscription rights are transferable until 5:00 p.m., New York City time on the last business day prior to the expiration date of the Rights Offering.

The subscription rights entitle the holders of the Company’s common stock to purchase an aggregate of approximately 46,163,685 units consisting of 1,200,000 shares of the Company’s Series J preferred stock and 10,150,009 warrants, each to purchase one share of the Company’s common stock at a price equal to the greater of (a) $0.65 and (b) 120% of the closing market price of the common stock on the date of issuance, which are referred to as the “common stock warrants,” for an aggregate purchase price of $30 million.

If any holders of rights (including holders who acquired rights by purchasing rights or original subscription rights from others) do not exercise their basic subscription privilege in full, then holders of rights (including holders who acquired rights by purchasing rights or original subscription rights from others) will be entitled to exercise an over-subscription privilege, subject to certain limitations and subject to allotment, to purchase a portion of the number of unsubscribed units, if any, at the same subscription price of $0.65 per unit. A holder does not have to exercise the basic subscription privilege in full in order to exercise the over-subscription privilege. However, because units available pursuant to the over-subscription privilege, if any, will be allocated based on the number of rights exercised, a holder’s ability to subscribe for units pursuant to the over-subscription privilege will be maximized if the holder exercised the basic subscription privilege in full and by purchasing rights from other holders and exercising those rights. If over-subscription requests exceed the number of units available, the available units will be allocated pro rata among the holders of rights (including holders who acquired rights by purchasing rights or original subscription rights from others) exercising the over-subscription privilege in proportion to the number of rights properly exercised by such holder as of the expiration date of the Rights Offering, relative to the number of rights properly exercised as of the expiration date of the Rights Offering by all holders of rights exercising the over-subscription privilege (including holders who acquired rights by purchasing rights or original subscription rights from others).


The Company will not issue or pay cash in place of fractional rights, fractional units, fractional warrants or fractional shares. Instead, the Company will round down any fractional rights to the nearest whole right, any resulting units to the nearest whole unit, any fractional warrants to the nearest whole warrant and any resulting fractional shares to the nearest whole share.

The subscription rights are evidenced by subscription rights certificates (“Subscription Rights Certificates”) registered in the record holder’s name or in your name as nominee. The Subscription Rights Certificate issued in connection with the distribution of the original subscription rights now represents the right to purchase units as modified. The number of subscription rights to which the record holder is entitled is printed on the face of the Subscription Rights Certificate. The Company is asking persons who hold shares of the Company’s common stock beneficially and who have received the subscription rights with respect to those shares through a broker, dealer, custodian bank, trust company or other nominee, as well as those persons who hold Subscription Rights Certificates of the Company’s common stock directly and prefer to have such institutions effect transactions relating to the subscription rights on their behalf, to contact the appropriate institution or nominee and request it to effect the transactions for them. In addition, the Company is asking beneficial owners who wish to obtain a separate Subscription Rights Certificate to contact the appropriate nominee as soon as possible and request that a separate Subscription Rights Certificate be issued.

You will be required to certify to American Stock Transfer & Trust Company, LLC (the “Subscription Agent”), in connection with the exercise of the Subscription Rights, as to the aggregate number of units subscribed for pursuant to the exercise of the basic subscription privilege and the over-subscription privilege by you or the beneficial owners for which you are acting and, if applicable, whether the basic subscription privileges have been exercised in full by you or each beneficial owner for which you are acting.

Please take prompt action to notify any beneficial owners of the Company’s common stock as to the Rights Offering and the procedures and deadlines that must be followed to exercise subscription rights.

All commissions, fees, and other expenses incurred in connection with the exercise of the subscription rights will be for the account of the holder of the subscription rights, and none of such commissions, fees, or expenses will be paid by the Company. Enclosed are copies of the following documents:

 

  1. Prospectus;

 

  2. A form of letter that may be sent to your clients for whose accounts you hold the Company’s common stock registered in your name or the name of your nominee;

 

  3. Instructions as to Use of Subscription Rights Certificate;

 

  4. Form of Beneficial Owners Election Form which may be sent to beneficial owners of the Company’s common stock;

 

  5. Form of Nominee Holder Certification for custodial and/or broker use;

 

  6. Notice of Guaranteed Delivery; and

 

  7. Notice of Tax Information.

A holder cannot revoke the exercise of its subscription rights. Subscription rights not exercised prior to 5:00 p.m., New York City time, on                     , 2012, unless such date is further extended by us to a date no later than October 17, 2012, will expire and have no value. The Company reserves the right to reject any or all subscriptions not properly submitted or the acceptance of which would in the opinion of the Company’s counsel, be unlawful.

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL MAKE YOU OR ANY OTHER PERSON AN AGENT OF THE COMPANY, THE SUBSCRIPTION AGENT OR THE INFORMATION AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE RIGHTS OFFERING, EXCEPT FOR STATEMENTS MADE IN THE PROSPECTUS.

Any questions or requests for assistance concerning the Rights Offering should be directed to Phoenix Advisory Partners, the information agent, at (877) 478-5038.

Very truly yours,

Motricity, Inc.