bullmarket2222
12 years ago
NEW YORK, April 9, 2013 (GLOBE NEWSWIRE) -- Voltari Corporation ("Voltari") and Motricity, Inc. (MOTR) (Nasdaq:MOTR), today announced the consummation of a Reorganization intended to protect the long-term value of Motricity's substantial net operating loss carryforwards.
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Upon completion of the Reorganization, Motricity became a wholly owned subsidiary of Voltari, which replaces Motricity as a publicly held corporation. It is anticipated that, as of April 10, 2013, shares of Voltari Common Stock will commence trading on the NASDAQ Capital Market under the symbol "VLTC."
Pursuant to an Agreement and Plan of Reorganization by and between Motricity, Voltari and Voltari Merger Sub, Inc., adopted by Motricity stockholders at a special meeting held on April 9, 2013, Motricity became a wholly owned subsidiary of Voltari, each outstanding share of common stock of Motricity was converted into the right to receive one share of common stock of Voltari ("Voltari Common Stock"), each outstanding share of preferred stock of Motricity became the right to receive one share of preferred stock of Voltari, each outstanding warrant to purchase shares of Motricity Common Stock became the right to receive a warrant to purchase an equivalent number of shares of Voltari Common Stock, and each option to purchase shares of Motricity Common Stock was assumed by Voltari and became exercisable for an equivalent number of shares of Voltari Common Stock. Each share of Voltari Common Stock is subject to certain transfer restrictions (that were not applicable to Motricity Common Stock) prohibiting transfers having the effect of increasing the ownership of Voltari Common Stock by (i) any person from less than 5% to 5% or more or (ii) any person owning or deemed to own 5% of more of Voltari's Common Stock.
The directors and executive officers of Voltari immediately following the Reorganization are the same individuals who were directors and executive officers of Motricity immediately prior to the Reorganization.
Upon completion of the Reorganization, Voltari Common Stock was deemed to be registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12g-3(a) promulgated thereunder. For purposes of Rule 12g-3(a), Voltari is the successor issuer to Motricity.
About Voltari
Voltari 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. Voltari leverages advanced predictive analytics capabilities to deliver the right content, to the right person at the right time. Voltari provides their entire suite of mobile data service solutions through one, integrated, highly scalable managed service platform. Voltari'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.voltari.com or follow @voltari on Twitter.
Safe Harbor and Forward-Looking Statements
Statements made in this report and related statements that express Voltari'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 Voltari Common Stock will trade on NASDAQ. These statements represent beliefs and expectations only as of the date they were made. The Company may elect to update forward-looking statements but expressly disclaims any obligation to do so, even if its beliefs and expectations change. Actual results may differ from those expressed or implied in the forward-looking statements.
Such forward-looking statements involve 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. These include, but are not limited to the uncertainties described more fully in the Company's filings with the SEC.
CONTACT: Investor and Media Contact:
Alex Wellins
The Blueshirt Group
(415) 217-5861
alex@blueshirtgroup.com
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Source: Motricity, Inc. 2013 GlobeNewswire, Inc.
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bullmarket2222
12 years ago
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As part of the Company's plan to regain compliance with the Annual Meeting Requirement and Minimum Bid Requirement, the Company filed with the SEC a preliminary proxy statement/prospectus on Form S-4 (Registration Number 333-185510) on December 17, 2012 (the "Proxy Statement"). The Company's 2012 annual meeting of stockholders is currently set for January 29, 2013 or as soon as practicable thereafter, pending clearance by the SEC of the Proxy Statement, and the record date for determining the stockholders entitled to receive notice of and to vote at the annual meeting is December 31, 2012. Included in the Proxy Statement, is, among other proposals, a proposal (the "Proposal") seeking stockholder approval of its Restated Certificate of Incorporation to effect a reverse stock split such that each ten shares of common stock issued and outstanding prior to the reverse stock split will be exchanged for one share of common stock after the reverse stock split. If the Proposal is approved by the stockholders, it will be implemented by the Company's board of directors if it determines that a reverse stock split is appropriate to regain compliance with the Minimum Bid Requirement. In addition, the Company anticipates that holding its annual meeting will enable the Company to regain compliance with the Annual Meeting Requirement. There can be no assurance that the Proposal will be approved by stockholders, that the Proposal, if approved, would be sufficient to permit the Company to regain compliance with the Minimum Bid Requirement, or that holding its annual meeting would be sufficient to permit the Company to regain compliance with the Annual Meeting Requirement.
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