8-K

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): September 12, 2012

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 900

Bellevue, WA 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 1.01 Entry into a Material Definitive Agreement.

On September 12, 2012, in connection with resuming its current rights offering (the “Rights Offering”), Motricity, Inc. (the “Company”) obtained a limited waiver from High River Limited Partnership (“High River”) providing that the Rights Offering does not trigger repayment of the $20 million secured term loan from High River, evidenced by that certain Amended and Restated Promissory Note, dated February 28, 2012, as amended on May 10, 2012 (the “Note”), as long as the Rights Offering is consummated on or prior to October 31, 2012. Except as set forth in the limited waiver, the Note and other Loan Documents (as defined therein) shall continue in full force and effect, each in accordance with its original terms.

High River is beneficially owned by Carl C. Icahn, a beneficial holder of approximately 16.5% of our outstanding securities. Brett C. Icahn, a director of the Company, is the son of Carl C. Icahn, and Hunter C. Gary, a director of the Company, is married to Carl C. Icahn’s wife’s daughter.

Item 7.01 Other Items.

On September 13, 2012, the Company issued a press release announcing that it has resumed its rights offering that initially commenced on July 24, 2012 and was subsequently suspended on August 15, 2012 pending modification of the composition of the units to be offered.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Limitation on Incorporation by Reference. The information contained in Exhibit 99.1 is being furnished under Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in this Form 8-K and the press release attached as an exhibit hereto, this Form 8-K and the press release contain forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release, September 13, 2012, issued by Motricity, Inc.

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.

	MOTRICITY, INC. (Registrant)
September 13, 2012 (Date)	By:	/s/ James R. Smith, Jr.
		James R. Smith, Jr. Interim Chief Executive Officer

EX-99.1

Exhibit 99.1

Motricity Announces Commencement of Rights Offering

Bellevue, WA – September 13, 2012 – Motricity, Inc. (Nasdaq: MOTR) today announced that it has resumed its rights offering that initially commenced on July 24, 2012 and was subsequently suspended on August 15, 2012 pending modification of the composition of the units to be offered (the “Rights Offering”). On July 23, 2012, Motricity distributed to holders of its common stock one transferable subscription right to purchase units (the “Original Subscription Rights”) for every one share of common stock owned as of that date. Following the distribution of the Original Subscription Rights, Motricity determined that it was advisable and in the company’s best interest to modify the composition of the units. In making this determination, Motricity took into account, among other things, stockholder comments and tax considerations. Each subscription right, as modified (the “Rights”), now entitles the holder thereof, subject to certain limitations, to subscribe for a unit, at a subscription price of $0.65 per unit, consisting of 0.02599 shares of 13% Redeemable Series J preferred stock and 0.21987 warrants to purchase a 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, as well as an over-subscription privilege. If the Rights Offering is fully subscribed, Motricity anticipates receiving approximately $28 million in net proceeds. Motricity must use a portion of the proceeds to repay any amounts outstanding under its revolving loan facility from High River Limited Partnership, which could be up to $5 million. No amounts are currently outstanding under the revolving loan facility.

Motricity expects the Rights to begin trading on the NASDAQ Global Select Market on or about September 14, 2012 under the symbol “MOTRR” until October 3, 2012, the expiration date of the Rights Offering, unless the Rights Offering is further extended. Any Rights that are not exercised on or before the expiration date of the rights offering will expire and have no value.

There will be no new distribution of Rights. Instead, the rights certificates for the Original Subscription Rights, as issued on July 23, 2012, represent the right to purchase the units as modified. Accordingly, any holders of Original Subscription Rights, including holders who acquired Original Subscription Rights by purchasing them from others, may exercise their Rights as set forth in the offering documents.

A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About Motricity

Motricity (Nasdaq:MOTR) empowers mobile operators, brands and advertising agencies to maximize the reach and economic potential of the mobile ecosystem through the delivery of relevance-driven merchandising, marketing and advertising solutions. Motricity leverages advanced predictive analytics capabilities to deliver the right content, to the right person at the right time. Motricity provides their entire suite of mobile data service solutions through one, integrated, highly scalable managed service platform. Motricity’s unique combination of technology, expertise and go-to-market approach delivers return-on-investment for our mobile operator, brand and advertising agency customers. For more information, visit www.motricity.com or follow @motricity on Twitter.

Safe Harbor and Forward-Looking Statements

Statements made in this release and related statements that express Motricity’s or its management’s intentions, indications, beliefs, expectations, guidance, estimates, forecasts or predictions of the future constitute forward-looking statements, as defined by the Private Securities Litigation Reform Act of 1995, and relate to matters that are not historical facts. They include, without limitation, statements related to whether and when the Rights will be listed on the Nasdaq Global Select Market, whether we will be successful in raising any capital in the Rights Offering and what proceeds we will receive in the Rights Offering. These statements represent beliefs and expectations only as of the date of this press release and are subject to certain risks and uncertainties that may cause our actual results to differ materially from those discussed in a forward looking statement. For example, we cannot assure that the Rights Offering will be successful or that the Rights Offering will not be further extended. We may elect to update forward-looking statements but we expressly disclaim any obligation to do so, even if our beliefs and expectations change.

Investor and Media Contact:

Alex Wellins

The Blueshirt Group

(415) 217-5861

alex@blueshirtgroup.com