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RNIN > SEC Filings for RNIN > Form 8-K on 30-Nov-2012All Recent SEC Filings

Show all filings for WIRELESS RONIN TECHNOLOGIES INC

Form 8-K for WIRELESS RONIN TECHNOLOGIES INC


30-Nov-2012

Material Modification to Rights of Security Holders, Amendments t


ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.

On November 29, 2012, the Board of Directors of Wireless Ronin Technologies, Inc. (the "Company") approved a one for five share combination of its outstanding common stock (the "Reverse Stock Split"), to be effective at 5:00
p.m. (Eastern Time) on December 14, 2012 (the "Record Date"). As a result of the Reverse Stock Split, every five shares of the Company's common stock that are issued and outstanding as of the Record Date will automatically be combined into one issued and outstanding share without any change in the par value of such shares, and the number of authorized but unissued shares of the Company's common stock will be proportionally reduced. A proportionate adjustment also will be made to the Company's outstanding derivative securities. No fractional shares will be issued in connection with the Reverse Stock Split. Shareholders of record who are entitled to fractional shares will receive cash in lieu of receiving fractional shares.



ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

(a) On November 29, 2012, the Company filed with the Minnesota Secretary of State an amendment to the Company's Articles of Incorporation, as amended, reflecting the Reverse Stock Split. The effective date and time of the Reverse Stock Split is December 14, 2012 at 5:00 p.m. (Eastern Time). As a result of the Reverse Stock Split, every five shares of the Company's common stock that are issued and outstanding as of the Record Date will automatically be combined into one issued and outstanding share, without any change in the par value of such shares. A copy of the amendment to the Articles of Incorporation, as amended, is attached to this current report as Exhibit 3 and is incorporated herein by reference.



ITEM 8.01 OTHER EVENTS.

On November 28, 2012, the Company received the decision of the Hearings Panel of The NASDAQ Stock Market, notifying the Company that it had granted the Company's request for continued listing of its common stock, subject to certain conditions. A copy of the press release announcing receipt of the Hearings Panel's decision is attached as Exhibit 99 hereto and incorporated by reference to this Item 8.01.

On November 29, 2012, the Company received a new CUSIP number for its common stock from the CUSIP Service Bureau, to be effective following the Reverse Stock Split. The Company's old CUSIP number for its common stock was 97652A 203; the Company's new CUSIP number for its common stock will be 97652A 302.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

See "Exhibit Index."


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