8-K
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
November 3, 2008
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
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1-33169
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41-1967918 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(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)) |
ITEM 8.01 OTHER EVENTS.
On November 3, 2008, we announced that we have reduced our workforce by 35 individuals,
including both employees and contractors across all areas of the organization. This workforce
reduction results in an approximately 22 percent decrease in our staff. This workforce reduction
is intended to align our expense base with the current level of sales and projects, and improve the
overall efficiency of the organization. For further information, please refer to the press release
attached hereto as Exhibit 99, which is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) See Exhibit Index.
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 November 3, 2008. |
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: November 3, 2008 |
Wireless Ronin Technologies, Inc.
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By: |
/s/
Scott N. Ross
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Scott N. Ross |
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Vice President, General Counsel and
Secretary |
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EX-99
Exhibit 99
Wireless Ronin Announces Workforce Reduction
MINNEAPOLIS November 3, 2008 Wireless Ronin Technologies, Inc. (NASDAQ: RNIN), a digital
signage solutions provider, today announced it has reduced its workforce by 35 people, including
both employees and contractors, or approximately 22 percent. The reduction is intended to align the
companys expense base with the current level of sales and projects and improve the overall
efficiency of the organization. The workforce reduction was implemented across all areas of the
organization, including sales and marketing, product development, project management and
administrative functions. After the workforce reduction, the employee and contractor base now
totals 125.
Steve Birke, interim president and chief executive officer for Wireless Ronin, said, As a result
of the continuation of a sluggish economy, Wireless Ronin has re-evaluated its business
infrastructure. The workforce reduction reflects Wireless Ronins efforts to match its cost
structure and internal resources with its sales levels and project commitments.
Birke added, This was a difficult decision, but one that we made to remain operationally strong.
We believe that these reductions will not adversely affect our current client relationships,
operations, the project implementations that we have in the pipeline, nor our new sales efforts. We
also remain optimistic and enthusiastic about the RoninCast® software solution, which is the only
complete, front- to back-end solution in the digital signage marketplace.
The reduction is expected to result in a pretax severance charge in the fourth quarter of 2008 of
approximately $100,000, or $0.01 per basic and diluted share. As a result of the workforce
reduction and lower non-employee operating costs, the company anticipates that ongoing quarterly
expenses will be reduced by $1.0 million, or $0.07 per basic and diluted share, on an annualized
basis, commencing in 2009.
The company will provide additional comments on the workforce reduction during its scheduled call
to review third-quarter financial results, which will take place on Thursday, Nov. 6, at 3:30 p.m.
(CST). A live webcast of Wireless Ronins earnings conference call can be accessed on the Investor
section of its corporate website 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. An operator will direct you to the Wireless
Ronin conference call. 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 69318923. The conference call
archive will be available through December 6, 2008.
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® software
provides clients with the ability to manage a digital signage network from one central location and
is the only complete, turnkey solution in the digital signage marketplace. The software suite
allows for customized distribution with network management, playlist creation and scheduling, and
database integration. Wireless Ronin offers an array of services to support RoninCast® software
including consulting, creative development, project management, installation, and training. The
companys common stock trades 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. 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: 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 companys Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission,
on May 9, 2008.
Contact:
Brian Anderson , Vice President, Controller and Interim-CFO
banderson@wirelessronin.com
(952) 564 3520
Al Galgano Investor Relations
agalgano@psbpr.com
(612) 455 1720