UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 22, 2010
VRINGO, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-34785 | 20-4988129 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 18 East 16th Street, 7th Floor New York, New York |
10003 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (646) 525-4319
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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 July 22, 2010, the Company announced that the units it issued in its recent initial public offering will separate into the underlying shares of common stock and warrants upon the commencement of trading on July 27, 2010. Each unit consists of one share of common stock and two warrants. Each warrant entitles its holder to purchase one share of common stock at $5.06 per share and will expire on June 21, 2015.
A copy of the Company’s press release, dated July 22, 2010, concerning the separation of the units is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 99.1 | Press Release, dated July 22, 2010 |
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SIGNATURE
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.
| Dated: July 22, 2010 | VRINGO, INC. | |||
| By: | /S/ ANDREW PERLMAN | |||
| Name: | Andrew Perlman | |||
| Title: | President | |||
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Exhibit 99.1
| Contacts: | ||
| Vringo, Inc. | Investor Relations Firm: | |
| Ellen Cohl VP, Corporate Governance |
Crescendo Communications, LLC John J. Quirk / David K. Waldman | |
| Email: ir@vringo.com | Email: vrng@crescendo-ir.com | |
| Phone: +1 646-525-4319 | Phone: +1 212-671-1020 |
FOR IMMEDIATE RELEASE
Vringo Units to Separate on July 27, 2010
July 22, 2010 – NEW YORK – Vringo, Inc., (NYSE Amex: VRNGU, VRNG, VRNGW) a provider of video ringtones and personalization solutions for mobile devices, today announced that the units issued in its initial public offering and trading under the ticker “VRNGU” will separate into their underlying shares of common stock and warrants upon the commencement of trading on Tuesday, July 27. Each unit consists of one share of common stock and two warrants. Each warrant entitles the holder to purchase one share of common stock at an exercise price of $5.06 per share and expires, if not exercised, on June 21, 2015.
Upon the commencement of trading on July 27, 2010, each unit will automatically separate into its underlying share of common stock and two warrants. The common stock and warrants will trade separately on the NYSE Amex under the symbols “VRNG” and “VRNGW,” respectively. The units, which are currently traded under the symbol “VRNGU,” are expected to no longer be listed on the NYSE Amex following the separation.
About Vringo
Founded in 2006, Vringo is bringing about the evolution of ringtones. With its award-winning video ringtone application and Web platform, Vringo transforms the basic act of making and receiving mobile phone calls into a highly visual, social experience. By installing Vringo’s application, which is compatible with more than 200 handsets, users can create or take video, images and slideshows from virtually anywhere and make it into their personal call signature. For more information, visit http://www.vringo.com.
For more information about how video ringtones work, visit www.vringo.com/p_video_ringtones.html.
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