e424b3
Prospectus Supplement No. 7
Filed Pursuant to Rule 424(b)(3)
File No. 333-140234
Prospectus Supplement No. 7
(to Final Prospectus dated June 13, 2007)
This Prospectus Supplement No. 7 supplements and amends the final prospectus dated June 13,
2007 as supplemented and amended by Supplement No. 1 thereto dated June 19, 2007, Supplement No. 2
thereto dated August 3, 2007, Supplement No. 3 thereto dated August 10, 2007, Supplement No. 4
thereto dated August 13, 2007, Supplement No. 5 thereto dated August 20, 2007 and Supplement No. 6
thereto dated September 19, 2007 (collectively the Final Prospectus), relating to the sale from
time to time of up to 5,935,766 shares of our common stock by certain selling shareholders.
On October 3, 2007, we filed with the U.S. Securities and Exchange Commission the attached
Form 8-K that announced lowered 2007 sales guidance from a range of $18 to $21 million to a range
of $6 to $8 million and announced expected sales results for the third quarter of 2007.
This Prospectus Supplement No. 7 should be read in conjunction with the Final Prospectus and
is qualified by reference to the Final Prospectus except to the extent that the information in this
Prospectus Supplement No. 7 supersedes the information contained in the Final Prospectus.
Our shares of common stock trades on under the symbol RNIN. On October 3, 2007, the last
reported sale price of our common stock was $5.94 per share.
Investing in our common stock involves a high degree of risk. See Risk Factors beginning on
page 5 of the Final Prospectus dated June 13, 2007.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this Prospectus Supplement No. 7 is
truthful or complete. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement No. 7 is October 3, 2007.
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
October 3, 2007
Date of report (Date of earliest event reported)
Wireless Ronin Technologies, Inc.
(Exact name of registrant as specified in its charter)
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Minnesota
(State or other jurisdiction
of incorporation)
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1-33169
(Commission
File Number)
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41-1967918
(IRS Employer
Identification No.) |
5929 Baker Road, Suite 475
Minnetonka, Minnesota 55345
(Address of principal executive offices, including zip code)
(952) 564-3500
(Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On
October 3, 2007, we publicly announced expected sales results for the third quarter of 2007. For
further information, please refer to the press release attached hereto as Exhibit 99, which is
incorporated by reference herein.
ITEM 8.01 OTHER EVENTS
On
October 3, 2007, we publicly announced that we expect our 2007 sales to range from $6 million
to $8 million, which is below our original guidance of $18 million to $21 million. For further
information, please refer to the press release attached hereto as Exhibit 99, which is incorporated
by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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.
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Date: October 3, 2007 |
Wireless Ronin Technologies, Inc.
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By: |
/s/ John A. Witham
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John A. Witham |
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Executive Vice President and
Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
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99
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Press release, dated October 3, 2007. |
EXHIBIT 99
Wireless Ronin Technologies, Inc. Lowers 2007 Sales Guidance
Company expects 2007 nine-month sales to total $4.4 million
MINNEAPOLIS October 3, 2007 Minneapolis-based digital signage company, Wireless Ronin
Technologies, Inc. (NASDAQ: RNIN), today announced that it has lowered its revenue guidance for
2007. The company had previously expected 2007 sales to range from $18 million to $21 million. The
company now expects 2007 sales to range from $6 million to $8 million.
Wireless Ronin also announced that it expects 2007 nine-month sales to total $4.4 million, a
132 percent increase over 2006 nine-month results of $1.9 million. The company plans to issue its
full 2007 third quarter financial results and sales guidance for 2008 on November 8, 2007.
While there continues to be significant enthusiasm for RoninCast® among current
and prospective customers, unpredictable sales cycles and certain implementation delays including
Sealy and NewSight, warrant a readjustment of our 2007 sales expectations. That said, we do believe
that a significant portion of the sales activity that we had anticipated in 2007 will occur in
2008, said Jeffrey Mack, president and CEO.
Mack added, Wireless Ronin is a strong company with a unique, highly differentiated
technology platform. The strength of the balance sheet and our cash reserves gives us the solid
financial platform to continue to pursue the significant market potential in front of us. We are
encouraged, as the companys pipeline continues to grow and, while sales cycles remain difficult to
predict, we have seen some compression in the sale cycle, as well as a more educated client that is
considering digital signage today.
The company will host a conference call and live Webcast to discuss todays announcement on
today at 4:00 P.M. central time. To access the Webcast, please visit Wireless Ronins corporate
Web site at www.wirelessronin.com. Alternatively, a live broadcast of the call may be heard by
dialing (888) 633-9563 inside the United States or Canada, or by calling (706) 679-6372 from
international locations with
pass code 19571235. A Webcast replay of the call will be archived on Wireless Ronins
corporate Web site. An archive of the call is also accessible via telephone by dialing (800)
642-1687 domestically and (706) 645-9291 internationally with pass code 19571235 . The conference
call archive will be available through October 18, 2007.
About Wireless Ronin Technologies
Wireless Ronin Technologies (www.wirelessronin.com) is the developer of RoninCast, a complete
software solution designed to address the evolving digital signage marketplace. RoninCast provides
clients with the ability to manage a digital signage network from one-central location. The
software suite allows for customized distribution with network management, playlist creation and
scheduling, and database integration. An array of services are offered by Wireless Ronin to support
RoninCast including consulting, creative development, project management, installation, and
training. The companys common stock is traded on the NASDAQ Global Market under the symbol RNIN.
This release contains certain forward-looking statements of expected future developments, as
defined in the Private Securities Litigation Reform Act of 1995. The forward-looking statements in
this release refer to our expectations regarding the benefits of our RoninCast system to the retail
industry and other matters. These forward-looking statements reflect managements expectations and
are based on currently available data; however, actual results are subject to future risks and
uncertainties, which could materially affect actual performance. Risks and uncertainties that
could affect such performance include, but are not limited to, the following: our estimates of
future expenses, revenue and profitability; the pace at which we complete installations and
recognize revenue; trends affecting our financial condition and results of operations; our ability
to convert proposals into customer orders; the ability of our customers to pay for our products and
services; the revenue recognition impact of changing customer requirements; customer cancellations;
the availability and terms of additional capital; our ability to develop new products and update
existing products; our dependence upon key suppliers, manufacturers and strategic partners;
industry trends and the competitive environment; the impact of losing one or more senior executives
or failing to attract and retain additional key personnel; and our ability to successfully
integrate the operations of acquired businesses. These and other risk factors are discussed in
detail in the Companys Current Report on Form8-K filed with the Securities and Exchange Commission
on August 10, 2007. The Company disclaims any obligation to update such forward-looking statements
after the date of this release.
Wireless Ronin® and RoninCast® are registered trademarks of Wireless Ronin Technologies, Inc. All
other trademarks referred to above are the property of their respective owners.
Contact: John Witham, CFO
jwitham@wirelessronin.com
(952) 564-3520