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): August 19, 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 1.01 | Entry into a Material Definitive Agreement |
On August 19, 2010, Vringo, Inc. (the “Company”) entered into an agreement (the “Agreement”) with Everything Everywhere Limited, a United Kingdom communication company which operates the T-Mobile UK and Orange UK mobile services (“EE”). Pursuant to the terms of the Agreement, the Company will provide EE’s customers with a co-branded version of the Company’s video ringtone service. EE will bill its subscribers for the use of the service and will share revenues from the service with the Company. The Agreement provides for a 12-month term from the launch date and may be terminated after such term by either party, upon three months written notice.
A copy of the press release announcing the Agreement is attached hereto as Exhibit 99.1.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, which will be filed, with any confidential terms redacted, with the Securities and Exchange Commission as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ending on September 30, 2010.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| 99.1 | Press Release, dated August 25, 2010 |
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: August 25, 2010 | VRINGO, INC. | |||||
| By: | /S/ ANDREW PERLMAN | |||||
| Name: | Andrew Perlman | |||||
| Title: | President | |||||
Exhibit 99.1
Contacts:
| Vringo, Inc. | Investor Relations Firm: | |
| Jonathan Medved | Crescendo Communications, LLC | |
| CEO | John J. Quirk / David K. Waldman | |
| Email: jon@vringo.com | Email: vrng@crescendo-ir.com | |
| Phone: +1 646-525-4319 x 2501 | Phone: +1 212-671-1020 |
FOR IMMEDIATE RELEASE
Vringo to launch Video Ringtone Platform for Orange (UK) Subscribers
Partnership with UK-Based Carrier Marks First European Launch
with Major Carrier for Video Ringtone Platform
August 25, 2010 – NEW YORK – Vringo, Inc., (NYSE Amex: VRNG) a provider of video ringtones and personalization solutions for mobile devices, today announced a major carrier partnership with Everything Everywhere Limited, the UK’s largest mobile communications company. Everything Everywhere Limited is a company jointly owned by France Telecom and Deutsche Telecom that operates both Orange (UK) and T-Mobile (UK) mobile brands. Through this exciting new partnership, Vringo’s video ringtone service will be made available to a combined customer base of over 30 million customers. The initial Vringo launch will be for Orange UK customers only.
“Our upcoming launch with Orange UK represents an important milestone for Vringo,” said Jon Medved, Vringo’s Chief Executive Officer. “We are excited to work with Everything Everywhere Limited, Britain’s leading communication company and look forward to operating in the UK which is one of the most dynamic mobile markets in the world.”
Vringo and Everything Everywhere Limited will initially deliver a video ringtone experience directly through the Orange brand. The service will consist of a Web, WAP and mobile app experience that enable customers to receive the best video ringtones available and share them with their friends.
“This commercial agreement with Vringo provides us with an easy-to-integrate, fun and exciting way to engage our customers and further differentiate our cutting-edge services,” said Deborah Tonroe, Head of Entertainment and Information of Orange UK.
The new Vringo service for Orange UK customers will offer all of the Vringo platform’s service capabilities with full access to Vringo’s extensive content library of over 5,000 video ringtone clips. The new service will be rolled out in the fourth quarter.
Vringo’s fully hosted carrier platform has now been deployed for international mobile partners in five markets. Vringo’s scalable cloud based distributed application architecture enables the carrier’s subscribers to browse and download mobile videos, set them as video ringtones, and instantly share them with friends. In addition to carrier partners, Vringo has content partnerships with major content providers including T-Pain, Turner, Marvel, Discovery Mobile, Ingrooves and Agence France-Presse.
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About Everything Everywhere Limited
Everything Everywhere Limited is the company running two of the UK’s most famous brands: T-Mobile (UK) and Orange (UK). Owned jointly by Deutsche Telekom and France Telecom respectively, Everything Everywhere Limited is the UK’s biggest communications company with a combined customer base of over 30 million people and 700 retail stores across the country. Everything Everywhere Limited plans to transform the industry by giving customers instant access to everything everywhere, offering the best value, best choice and best network experience in the country.
For more information on Everything Everywhere, please call the Media Centre on +011 44 870 373 1500, or visit www.everythingeverywhere.com
About Vringo
Founded in 2006, Vringo (NYSE Amex: VRNG) is bringing about the evolution of ringtones. With its award-winning video ringtone application and mobile software 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. Vringo’s patented VringForward™ technology allows users to share video clips with friends with a simple call. Vringo has launched its service with various international mobile operators and dozens of content partners, and maintains a library of more than 5,000 video ringtones. For more information, visit http://ir.vringo.com.
For more information about how video ringtones work, visit www.vringo.com/p_video_ringtones.html.
Forward-Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. Vringo expressly disclaims any obligation to publicly update any forward-looking statements contained herein, whether as a results of new information, future events or otherwise, except as required by law.
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