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): October 15, 2007
NEW MOTION, INC.
(Exact name of registrant as specified in its charter)
Delaware | 34-51353 | 06-1390025 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
42 Corporation Park, Suite 250
Irvine, California 92606
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (949) 777-3700
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):
þ | 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 26, 2007, we executed a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Traffix, Inc., a Delaware corporation (“Traffix”), and NM Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of our company. On September 27, 2007, we filed a Current Report on 8-K to report that we entered into the Merger Agreement. On October 15, 2007, the parties to the Merger Agreement entered into a letter agreement (the “Amendment”) to amend Section 7.3 of the Merger Agreement to provide that if Traffix terminates the Merger Agreement due the receipt of an Acquisition Proposal (as defined in the Merger Agreement) and within 12 months of such termination Traffix executes a definitive agreement with respect to, or consummate, any Acquisition Proposal, Traffix will be required to pay a $3 million dollar break-up fee to us. Due to a typographical error, the Merger Agreement incorrectly provides that the period referred to above is only six months. As a result of this amendment, the terms of the Merger Agreement concerning the payment of break-up fees in the event of an Acquisition Proposal are identical with respect to both Traffix and us, as intended by the parties to the Merger Agreement.
The description contained in this Item 1.01 of the terms of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 2.1.1.
Additional Information About the Proposed Transaction and Where You Can Find It
This document may be deemed to be solicitation material in respect of the proposed business combination of Traffix and the Company. In connection with the proposed transaction, a Registration Statement on Form S-4 will be filed by the Company with the SEC. SHAREHOLDERS OF BOTH COMPANIES ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT THAT WILL BE PART OF THE REGISTRATION STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. The final proxy statement/prospectus will be mailed to shareholders of Traffix and the Company. Investors and security holders will be able to obtain the documents free of charge at the SEC’s website, www.sec.gov, from Trafix at Traffix, Inc., Attention: Investor Relations, One Blue Hill Plaza, P.O. Box 1665, Pearl River, NY 10965, or from the Company, at New Motion, Inc., Attention: Investor Relations, 42 Corporate Park, Suite 250, Irvine, California 92606.
Traffix, the Company and their respective directors and executive officers and other members of management and employees may be deemed to participate in the solicitation of proxies in respect of the proposed transactions. Information regarding the directors and executive officers of both companies is available in Traffix’s annual proxy statement, filed with the SEC on July 20, 2007, and in the Company’s Annual Report on Form 10-KSB, filed with the SEC on April 2, 2007. Additional information regarding the interests of such potential participants will be included in the proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
The following exhibits are filed herewith:
Exhibit Number | Description |
2.1.1 | Letter agreement dated October 15, 2007 by and among New Motion, Inc., a Delaware corporation, Traffix, Inc., a Delaware corporation, and NM Merger Sub, a Delaware corporation. |
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.
NEW MOTION, INC. | |
(Registrant) | |
Dated: October 19, 2007 | |
/s/ Allan Legator | |
Allan Legator | |
Chief Financial Officer and Secretary |
EXHIBIT INDEX
Exhibit Number | Description | |
2.1.1 | Letter agreement dated October 15, 2007 by and among New Motion, Inc., a Delaware corporation, Traffix, Inc., a Delaware corporation, and NM Merger Sub, a Delaware corporation. |