FORM 8-K
Table of Contents

 
 
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)
         
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))
 
 

 


TABLE OF CONTENTS

ITEM 8.01 OTHER EVENTS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT INDEX
SIGNATURES
EX-99


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.
  (d)   See “Exhibit Index.”

 


Table of Contents

EXHIBIT INDEX
     
Exhibit    
Number   Description
 
   
99
  Press release, dated December 17, 2008.

 


Table of Contents

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.
         
Date: December 17, 2008  Wireless Ronin Technologies, Inc.
 
 
  By:   /s/ Scott N. Ross    
    Scott N. Ross   
    Vice President, General Counsel and Secretary   

 

EX-99
         
Exhibit 99
(WIRELESS RONIN LOGO)
     
5929 Baker Road, Suite 475   Phone: 952.564.3500
Minneapolis, MN 55345   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 today’s action to have any impact on Wireless Ronin’s 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 Ronin’s 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.
Today’s 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 company’s 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 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.
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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