FORM 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
December 17, 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
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(Commission
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(IRS Employer |
of incorporation)
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File Number)
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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 8.01 OTHER EVENTS.
On December 17, 2008, we announced that we have reduced our workforce by 27 individuals,
including both employees and contractors in both our American and Canadian operations. This
workforce reduction, coupled with three U.S. employee resignations prior to the reduction in force,
results in an approximately 24 percent decrease in our staff. This workforce reduction, in
combination with the previously disclosed workforce reduction we implemented on November 3, 2008,
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.
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 December 17, 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: December 17, 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
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5929 Baker Road, Suite 475
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Phone: 952.564.3500 |
Minneapolis, MN 55345
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Fax: 952.974.7887 |
Wireless Ronin Announces Workforce Reduction of 24 Percent
Minneapolis, MN December 17, 2008 Wireless Ronin Technologies, Inc. (NASDAQ: RNIN), a
Minneapolis-based worldwide digital signage provider, today announced it has reduced its workforce
by 30 people, or approximately 24 percent, including both employees and contractors.
Due to the continuing global economic decline and market conditions that have caused a slowdown in
project deployment, Wireless Ronin today reduced its workforce by 24 percent, affecting its
employees and contractors in both the United States and Canada. The employees and contractor base
now totals 97. The Company does not expect todays action to have any impact on Wireless Ronins
service to its customers.
We are further restructuring our business to decrease our expense base in fiscal year 2009 and
preserve cash, said Steve Birke, Wireless Ronins interim CEO. By right sizing our organization
to meet current market demand, we believe we have positioned Wireless Ronin for improved financial
performance and the ability to take advantage of the market shift from manual to digital signage,
when the economy stabilizes and deployments accelerate.
Wireless Ronin expects to take a pretax severance charge in the fourth quarter of 2008 of
approximately $275,000, or $.02 per basic and diluted share, relating to this workforce reduction.
Wireless Ronin believes right sizing the workforce will decrease quarterly expenses by
approximately $1.0 million, or $.07 per basic and diluted share, commencing in 2009.
Todays announcement, in combination with the action that was announced on November 3, 2008,
results in an approximately 40 percent total headcount reduction during the fourth quarter of 2008.
The combined pretax severance charge from the two workforce reductions will total approximately
$375,000, or $.03 per basic and diluted share, in the fourth quarter of 2008. As a result of the
two restructurings and expected lower non-employee operating costs, the Company anticipates that
ongoing quarterly expenses will decline by approximately $2.0 million, or $.13 per basic and
diluted share, commencing in 2009.
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. Wireless Ronin
provides clients with a complete, turnkey digital signage system which allows the ability to manage
a digital signage network from one central location. The RoninCast® digital signage 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.
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CONTACT:
Brian Anderson, VP, Controller and Interim CFO
banderson@wirelessronin.com
(952) 564-3500
Linda Hofflander, VP and Chief Marketing Officer
lhofflander@wirelessronin.com
(952) 564-3562