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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): MAY 2, 2007
NEW MOTION, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 34-51353 06-1390025
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) 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):
|_| 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))
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SECTION 8 - OTHER EVENTS
ITEM 8.01 OTHER EVENTS
As set forth in a Definitive Information Statement on Schedule 14C,
filed by the Registrant with the Securities and Exchange Commission on March 30,
2007, and pursuant to a Certificate of Amendment to the Registrant's Amended and
Restated Certificate of Incorporation (the "Amendment"), as filed with the
Secretary of State of the State of Delaware on May 2, 2007, effective as of
4:30pm Eastern Standard Time on the same date (the "Effective Time"), the
Registrant:
- changed its name to New Motion, Inc., from MPLC, Inc.;
- increased the authorized number of shares of common stock, par
value $0.01 per share ("Common Stock"), which the Registrant
will have the authority to issue from 75,000,000 to
100,000,000; and
- caused a 1-for-300 reverse stock split of the Registrant's
Common Stock.
These actions were approved at a meeting of the Registrant's Board of
Directors on February 13, 2007, as well as by the requisite vote of the
Registrant's stockholders on March 15, 2007. The post-reverse stock split Common
Stock of the Registrant began trading on the Over-The-Counter Bulletin Board
under the new ticker symbol "NWMO" as of May 3, 2007.
In connection with the reverse stock split,
- stockholders holdings less than 100 shares of Common stock of
the Registrant as of the Effective Time were not affected;
- stockholders holding 30,000 or fewer shares of Common Stock,
but at least 100 shares of Common Stock of the Registrant as
of the Effect Time were provided special treatment such that
after the reverse stock split, such holders continue to hold
100 shares of the Registrant's Common Stock; and
- no fractional shares resulted as all fractional shares were
rounded up to the next round whole number.
The effectiveness of the Amendment on May 2, 2007 caused a mandatory
conversion of the Registrant's Series A Convertible Preferred Stock, par value
$0.10 per share, Series B Convertible Preferred Stock, par value $0.10 per
share, Series C Convertible Preferred Stock, par value $0.10 per share and
Series D Convertible Preferred Stock, par value $0.10 per share into shares of
the Registrant's Common Stock. Accordingly, following the reverse split and the
mandatory conversion, the holder of the outstanding share of Series A
Convertible Preferred Stock at the Effective Time received 1,200,000 shares of
the Registrant's Common Stock, representing approximately 10.3% of the
outstanding shares of the Registrant's Common Stock immediately following the
reverse split and the mandatory conversion, and the holders of the outstanding
shares of Series B Convertible Preferred Stock at the Effective Time received,
in the aggregate, approximately 1,300,000 shares of the Registrant's Common
Stock, representing approximately 11.1% of the outstanding shares of the
Registrant's Common Stock immediately following the reverse split and the
mandatory conversion. Additionally, following the reverse split and the
mandatory conversion, the holders of the outstanding shares of Series C
Convertible
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Preferred Stock at the Effective Time, in the aggregate, received approximately
7,263,688 shares of the Registrant's Common Stock, representing approximately
62.2% of the outstanding shares of the Registrant's Common Stock immediately
following the reverse split and the mandatory conversion, and the holders of the
outstanding shares of Series D Convertible Preferred Stock at the Effective
Time, in the aggregate, received approximately 1,666,700 shares of the
Registrant's Common Stock, representing approximately 14.3% of the outstanding
shares of the Registrant's Common Stock immediately following the reverse split
and the mandatory conversion. The holders of the Registrant's Common Stock at
the Effective Time, following the mandatory conversion and reverse split, owned
approximately 250,000 shares of the Registrant's Common Stock, representing
approximately 2.1% of the outstanding shares of Common Stock.
As a result of the mandatory conversion of the Series A Convertible
Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible
Preferred Stock and Series D Convertible Preferred Stock, the Registrant no
longer has any shares of Preferred Stock outstanding.
On May 3, 2007, the Registrant issued a press release announcing the
effectiveness of the Registrant's name change, the reverse split, and the new
ticker symbol of the Registrant "NWMO". The foregoing release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
NUMBER DESCRIPTION
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3.1 Certificate of Amendment to the Amended and Restated
Certificate of Incorporation
99.1 Press Release
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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: May 7, 2007
/s/ Allan Legator
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Allan Legator
Chief Financial Officer
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EXHIBIT INDEX
NUMBER DESCRIPTION
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3.1 Certificate of Amendment to the Amended and Restated Certificate of
Incorporation
99.1 Press Release
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