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): November 11, 2008
NEW
MOTION, INC.
doing
business as Atrinsic
(Exact
name of registrant as specified in its charter)
Delaware
|
001-12555
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06-1390025
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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42
Corporate Park, Suite 250, Irvine, CA 92606
(Address
of Principal Executive Offices/Zip Code)
(949)
777-3700
(Registrant’s
telephone number, including area code)
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):
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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|
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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|
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange ct
(17 CFR
240.14d-2(B))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c)) under the Exchange Act
(17 CFR
240.13e-4c))
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Item
2.02.
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Results
of Operations and Financial Condition
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On
November 12, 2008, New Motion, Inc., doing business as Atrinsic (the “Company”),
issued a press release announcing its 2008 third quarter financial results,
a
copy of which is attached hereto as Exhibit 99.1.
The
information in this Item 2.02 of the Company’s Current Report on Form 8-K,
including exhibit 99.1, is furnished pursuant to Item 2.02 and shall not be
deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of
1934, nor shall it be deemed incorporated by reference in any filing under
the
Securities Act of 1933, except as shall be expressly set forth by specific
reference in such filing.
In
addition to historic information, this report, including exhibit 99.1, contains
forward-looking statements regarding events, performance and financial trends.
Various factors could affect future results and could cause actual results
to
differ materially from those expressed in or implied by the forward-looking
statements. Some of those factors are identified in exhibit 99.1, and in our
periodic reports filed with the Securities and Exchange Commission.
Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain Officers.
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Resignation
of Directors and Appointment of New Directors
On
November 11, 2008, Robert Machinist and Andrew Stollman resigned from their
positions as members of the Board of Directors of the Company. Following his
resignation as a director, Mr. Stollman will remain in his current operating
role of President of the Company. In connection with Mr. Machinist’s resignation
as a director, Mr. Machinist entered into a consulting agreement with the
Company pursuant to which he agrees to provide consulting services to the
Company until November 11, 2009.
Also
on
November 11, 2008, Mark Dyne and Jeffrey Schwartz
1
were
appointed as members of the Board of Directors of the Company. Jeffrey Schwartz
will serve on the Audit and Nominating and Governance committees of the Board
of
Directors, while Mark Dyne is not expected to serve on any committees of the
Board of Directors of the Company.
Mark
Dyne
Mr.
Dyne,
47, currently serves as the Chief Executive Officer and the Chairman of Europlay
Capital Advisors, LLC, a merchant banking and advisory firm, and has served
in
this capacity since 2002. In this capacity, he provides corporate and advisory
services. Prior to joining Europlay, Mr. Dyne served as Chief Executive Officer
of Sega Gaming Technology Inc. (USA), a gaming company, and Chief Executive
Officer of Virgin Interactive Entertainment Ltd., a distributor of computer
software programs and video games based in London, England. Mr. Dyne was a
founder and former director of Sega Ozisoft Pty Ltd., a leading distributor
of
entertainment software in both Australia and New Zealand. Mr. Dyne served as
one
of the first board members and was one of the earliest investors in Skype and
Joost.com.
Europlay
Capital Advisors acted as the Company’s non-exclusive financial advisor in
connection with the Company’s merger with Traffix, Inc., a Delaware corporation,
which closed on February 4, 2008. Europlay Capital Advisors received a fee
of
$150,000 for its financial advisory and investment banking services which it
provided to the Company during the course of the transaction. As a result of
the
merger, Traffix, Inc. became a wholly-owned subsidiary of the Company.
Jeffrey
Schwartz
Mr.
Schwartz, 42, served as President and Chief Executive Officer of Autobytel,
Inc.
from December 2001 to April 2005 where he created a leading online automotive
marketing services company, with a market capitalization exceeding $500 million,
and having over 25,000 participating dealer franchises and operations in the
US,
Europe, and Asia. Prior to joining Autobytel, Mr. Schwartz was President and
Chief Executive Officer and a director of Autoweb.com, Inc. from November 2000
to August 2001. He previously served as Autoweb’s Vice President, Strategic
Development from October 1999 to November 2000. From 1995 to October 1999,
Mr.
Schwartz held various positions at The Walt Disney Company, including Corporate
Vice President responsible for worldwide corporate alliance business
development. In this role, Mr. Schwartz was responsible for executing the
company’s long-term strategic marketing, promotional, advertising, and licensing
relationships. Mr. Schwartz is founder and managing partner of Vertical
Passion Media, a leading web publisher. Mr. Schwartz received a Bachelor of
Arts, Master of Arts, and Ph.D. degrees in Political Science from the University
of Southern California.
1
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Jeffrey
Schwartz is of no relation to Jeffrey Schwartz, the former Chief
Executive
Officer of Traffix, Inc.
|
As
non-employee directors of the Company, Mr. Schwartz and Mr. Dyne will
participate in the Company’s non-employee director compensation program. During
2008, this program awards non-employee directors with a cash retainer for board
membership of $22,500, a fee of $1,500 for each in person board meeting attended
and a fee of $500 for each telephonic meeting in which a director participates,
as well as $42,500 in restricted stock units (in fair market value at the award
date). In addition, Mr. Schwartz will receive $2,000 for his participation
on
the Audit Committee of the Board and $1,000 for his participation on the
Nominating and Governance Committee of the Board.
A
press
release announcing the appointment of Mr. Dyne and Mr. Schwartz was issued
by
the Company on November 12, 2008, a copy of which is attached hereto as Exhibit
99.2.
Item
9.01.
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Financial
Statements and Exhibits
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The
following exhibit is filed herewith:
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Exhibit
Number
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Description
|
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99.1
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Press
release issued by New Motion, Inc., dated November 12,
2008.
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99.2
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Press
release issued by New Motion, Inc., dated November 12,
2008.
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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.
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New
Motion, Inc.
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Date:
November 13, 2008
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By:
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/s/
Andrew Zaref
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Andrew
Zaref
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Chief
Financial Officer
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Exhibit
Number
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Description
|
|
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99.1
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Press
release issued by New Motion, Inc., dated November 12,
2008.
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99.2
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Press
release issued by New Motion, Inc., dated November 12,
2008.
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