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

Wireless Ronin Technologies, Inc.

(Exact name of registrant as specified in its charter)

Minnesota		1-33169		41-1967918
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

5929 Baker Road, Suite 475
Minnetonka, Minnesota 55345
(Address of principal executive offices, including zip code)

(952) 564-3500
(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):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

ITEM 5.02		DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(b) Resignation of Chief Executive Officer

     On September 23, 2008, Jeffrey C. Mack resigned from his positions as Chairman of the Board, President, Chief Executive Officer and Director of Wireless Ronin Technologies, Inc. (the “Company”), effective immediately. In consideration of Mr. Mack’s execution of a reasonable and customary release he will receive separation payments aggregating to one year’s base salary, medical (COBRA) benefits for one year, accelerated vesting of options for the purchase of 120,000 shares at $2.80 per share, and a 90-day extension of the post-termination exercisability of (a) such options and (b) warrants for the purchase of 35,354 shares at $2.25 per share.

     We issued a press release on September 23, 2008 regarding this Chief Executive Officer transition. Such release is attached as Exhibit 99 and incorporated by reference into this Item 5.02(b).

(c) Appointment of Interim Chief Executive Officer

     On September 23, 2008, the Company’s Board of Directors appointed Stephen F. Birke, age 55, to serve as Interim Chief Executive Officer, effective immediately. Mr. Birke served for the past 38 years at Target Corporation in various roles, most recently as Vice President and General Merchandise Manager until his retirement from Target in May 2008. He was appointed to the Company’s Board of Directors in July 2008, and will remain a member of the Board while serving as Interim Chief Executive Officer. Each of our Company’s executive officers is appointed to serve until his or her successor is duly appointed or his or her earlier removal or resignation from office. There are no familial relationships between Mr. Birke and any other officer or director of our Company. There are no transactions in which Mr. Birke has an interest requiring disclosure under Item 404(a) of Regulation S-K. Mr. Birke is expected to be entitled to participate in performance-based cash bonus or equity award plans for senior executives based upon goals established by the board or compensation committee.

     We issued a press release on September 23, 2008 regarding this Chief Executive Officer transition. Such release is attached as Exhibit 99 and incorporated by reference into this Item 5.02(c).

ITEM 8.01 OTHER EVENTS.

Appointment of Chairman of the Board

     On September 23, 2008, Gregory T. Barnum was appointed by the Board of Directors to serve as Chairman of the Board. Mr. Barnum joined our Board of Directors in February 2006 and became our Lead Director in December 2007. Since February 2006, Mr. Barnum has been Vice President of Finance and Chief Financial Officer for Datalink Corporation. From July 1997 to June 2005, Mr. Barnum was Chief Financial Officer and Secretary of CNT Corporation. Prior to employment with CNT Corporation, he served as Senior Vice President of Finance and Administration, Chief Financial Officer and Secretary of Tricord Systems, Inc. and held similar senior financial positions with Cray Computer Corporation and Cray Research, Inc. Mr. Barnum is a member of the board of directors of Lime Energy Co. and serves as a member of its audit and compensation committees.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

     See “Exhibit Index.”

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.

EXHIBIT INDEX

Exhibit
Number		Description
99		Press Release, dated September 23, 2008.

Wireless Ronin Announces CEO Transition;
Stephen Birke To Take Over from Jeffrey Mack as Interim President and CEO

MINNEAPOLIS – September 23, 2008 — Wireless Ronin Technologies, Inc. (Nasdaq:RNIN), a Minneapolis-based digital signage solutions provider, today announced the resignation of CEO Jeffrey Mack. The board has appointed Target Corporation veteran and current Wireless Ronin board member Stephen Birke, as interim president and CEO. This change is effective immediately. Under the board’s direction, Wireless Ronin is beginning a search for a permanent president and CEO. The board also appointed Greg Barnum, the company’s lead director, as chairman.

     “On behalf of the board of directors, I want to thank Jeff for his leadership and service over the past few years and his efforts in establishing Wireless Ronin’s formidable position in the digital signage industry,” said Wireless Ronin board chairman, Greg Barnum. “We are also delighted to appoint Steve Birke as the company’s interim president and CEO. We are confident that Steve’s extensive leadership expertise and significant retail and merchandising background will serve Wireless Ronin well as the company moves forward.”

     Birke was appointed to the board of directors in July 2008. A 38-year veteran of Target Corporation before his retirement, Birke served as vice president and general merchandise manager where he played a key role in defining Target’s merchandising platform.

     According to Birke, “This is an exciting time to step into this role for Wireless Ronin. We are a recognized leader in the digital signage industry. Understandably, the current economic climate has created substantial headwinds across the entire corporate landscape. However, there remains considerable enthusiasm for RoninCast^® software in the marketplace and we continue to vigorously pursue contract negotiations with our prospects. I am confident that we possess the technology, team and focus to maximize the opportunities before us.”

About Wireless Ronin Technologies, Inc.

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 is offered by Wireless Ronin to support RoninCast^® including consulting, creative development, project management, installation, and training. The company’s common stock is traded on the NASDAQ Global Market under the symbol “RNIN”.

Contact:		Al Galgano, Investor Relations Padilla Spear Beardsley agalgano@psbpr.com (612) 455 — 1720

This release contains certain forward-looking statements of expected future developments, as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect management’s 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: estimates of future expenses, revenue and profitability; the pace at which the Company completes installations and recognizes revenue; trends affecting financial condition and results of operations; ability to convert proposals into customer orders; the ability of customers to pay for products and services; the revenue recognition impact of changing customer requirements; customer cancellations; the availability and terms of additional capital; ability to develop new products;  dependence on key suppliers, manufacturers and strategic partners; industry trends and the competitive environment; and the impact of losing one or more senior executives or failing to attract additional key personnel. These and other risk factors are discussed in detail in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, on May 9, 2008. 

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.

# # #