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): March 9, 2011
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 7.01 Regulation FD Disclosure.
On March 9, 2011, senior management of Vringo, Inc. (the “Company”) delivered a presentation at the Wedbush Securities 2011 Technology, Media & Telecommunications Conference. A copy of the presentation materials used at the conference is furnished herewith as Exhibit 99.1.
The information contained in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent the Company specifically incorporates the information by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Presentation Materials for the Wedbush Securities 2011 Technology, Media & Telecommunications Conference |
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: March 9, 2011 | VRINGO, INC. | |||||
| By: | /s/ Andrew Perlman | |||||
| Name: | Andrew Perlman | |||||
| Title: | President | |||||
 March 9,
2011 Wedbush Investment Conference
Investor Presentation
Exhibit 99.1 |
 -
Page 2 -
This presentation contains certain statements that may be deemed
to be “forward-looking
statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
All statements, other than statements of historical facts, that address activities, events or
developments that the Company expects, projects, believes or anticipates will or may
occur in the future, including, without limitation, the outlook for general industry
conditions, future operating results, capital expenditures, expansion and growth
opportunities, financing activities and other such matters, are forward-looking
statements. Although the Company believes that its expectations stated in this
presentation are based on reasonable assumptions, actual results may differ from those
projected in the forward- looking statements. For a more detailed discussion of risk
factors, please refer to the Company’s Registration Statement on Form S-1 and
its periodic reports filed with the United States Securities and Exchange Commission
(“SEC”). Vringo expressly disclaims any obligations or undertaking to update
or revise any forward- looking statements contained herein to reflect any change in
Vringo’s expectations with respect thereto or any change in events, conditions or
circumstances on which any statement is based.
Safe Harbor Statement |
 -
Page 3 -
Vringo: The Name for Video Ringtones
•
We provide a comprehensive platform of video ringtones for mobile phones
•
Software allows users to create, download and share mobile entertainment content
•
WAP and Web sites encompass robust content integration and distribution systems
•
200+ Vringo-enabled handsets (Windows, BlackBerry, Android, Symbian, J2ME)
•
Library of over 5,000 video ringtones; over 40 content partners
•
23 patents pending for software platform and mobile applications
(one patent issued)
•
Launched in six territories with carrier and other partners
•
240,000 monthly subscribers in these paid launches
•
Founded in 2006
•
30 Employees
•
Headquarters located in New York
•
R&D based out of Israel
•
Strong early stage investors
•
Angel round of $2.4 M in 2006
•
Warburg Pincus invested $12 M in 2007
•
Bridge round of $3.0 M in Dec. 2009
•
IPO June 2010 raised $11 M with Maxim, Ladenburg, and Chardan |
 -
Page 4 -
Established and Well
Seasoned Management
•
Strong management team and BOD with experience in the
U.S. financial markets
•
Track record of creating, running, investing and exiting
successful technology companies
Fast Growing Markets
•
4.6 B global mobile subscribers
(1)
•
534 M global mobile video subscribers by 2014
(2)(4)
•
$25 B mobile application market by 2014
(3)(5)
•
$29 B mobile content market by 2012
(2)
Strong Platform for Growth
•
Proven technology and products
•
Scalable business model
•
Major contracts signed with international mobile carriers
and content providers
•
Robust Video Ringtone platform ready to deploy as turnkey
Investment Highlights
(1)
United Nations estimate
(2)
Multimedia Intelligence
(3) Juniper Research
(4) Not a projection for Vringo subscribers
(5) Not a projection for Vringo market size
Will grow organically and
through acquisition
•
Have announced signing of LOI for m-Wise acquisition
•
Real opportunity for consolidation in mobile service arena |
 -
Page 5 -
Consistently Winning Industry Awards
Best mobile service for social community
and user generated content
-
October 2007
Best use of phone functionality
-
December 2007
Always On Top 100 Media winner
-
January 2008
Best mobile social networking service, 2
nd
place
-
January 2008
Finalist
-
March 2008
Best mobile community/fan content
-
November 2008
Winner Red Herring 100
-
April 2009
Best ringtone innovation
-
June 2008 |
 -
Page 6 -
Major Outlet Media Coverage
“offers an eyeful…has to be seen to be
believed”
“Vringo has something that others lack…the
caller has the power”
“the next level ringtone…this company’s fun
and unusual product is just getting better
and better”
“every call thus becomes an opportunity to
share content and to establish
identity…Vringo has a head start over
competitors”
“the service aims to tap consumer’s
obsession with creating their own content”
“the next big thing in ringtones…soon
everyone could have a Vringo, a
personalized video ringtone”
“Next big thing in the ringtone wave” |
 -
Page 7 -
“One of Israel’s leading venture capitalists”
(Washington Post)
Founder of Israel Seed Partners, managing
$260 M in 4 funds-exits include:
•
Shopping.com (acquired by eBay Inc.) for
$640 M
•
Answers Corp. (NasdaqCM: ANSW)
•
Native Networks (acquired by Alcatel
(NYSE: ALA))
•
Compugen (Nasdaq: CGEN)
•
Xacct Technologies (acquired by Amdocs
Ltd. (NYSE: DOX))
•
Business Layers (acquired by CA, Inc.
(NasdaqGS: CA))
•
Cyota (acquired by RSA/CA NasdaqGS: CA)
Manager of several startups with exits
including:
•
MERET (acquired by Amoco/BP)
•
Accent (Nasdaq: ACNTF)
Seasoned Management & Governance
Jon Medved
Founder & CEO, Board
member
Ellen Cohl
VP Finance & Governance
Formerly
Arthur Andersen
Dov Frohlich
COO
Formerly
NMS Communications
Josh Wolff
VP Services & Solutions
Formerly
NMS Communications
Andrew Perlman
President and Board member
Formerly
EMI Music
Eshed Doni
VP Products
Formerly
eyeSight Mobile |
 -
Page 8 -
Was Founder, Chairman and CEO of
the Beanstalk Group, the world’s
largest independent licensing
agency, now part of the Omnicom
Group. Served leading Brands such
as:
•
AT&T
•
IBM
•
Harley Davidson
•
Unilever
•
Ford Motor Company
Vringo Board of Directors
Seth (“Yossi”) Siegel
Chairman of the Board
Several time LIMA and Clio award
winner
Marketing and brand commentary
appears in the NY Times, BrandWeek,
Wall Street Journal, etc.
Ralph Simon
Board Member
Chairman Emeritus
Founder MEF -
Americas
Founder and CEO
Relegance, sold to AOL
Edo Segal
Board Member
Jon Medved
CEO and Board member
Formerly
Founder and GP Israel Seed
Phil Serlin
Board Member
Chairman, Audit Committee
CFO BiolineRX
Formerly Coopers, SEC
John Engleman
Board Member
Classic Media
Co-CEO
Andrew Perlman
President and Board member
Formerly
SVP, EMI Music |
 -
Page 9 -
•
Mobile video has arrived
•
Mobile video data usage is expected to grow at a 131% CAGR from 2009 -
2014
(1)
•
534 M global mobile video subscribers by 2014
(2)
•
Five-fold increase since 2008
•
$16 B in revenues projected in the US
(2)
•
Mobile social networking is growing exponentially
•
Facebook and Twitter at the forefront of the phenomenon
•
Growing mobile social networking and user-generated content revenue
•
$1.8 B in 2008 to $11.8 B in 2013
(3)
•
Approximately 1 out of every 8 people world-wide has used a digital social network
(4)
•
User generated content continues to grow
•
YouTube revolution
•
Advances in technology that facilitate the creation of user-generated content
•
Rise of smart phones
•
Global Smartphone shipments experienced 72% growth YOY from 2009-2010
(5)
•
Increased bandwidth enables rich media transfer across many devices
•
Apps everywhere…with Android unit growth of 888% from 2009 to 2010
(5)
•
Global 3G penetration expected to exceed 20% by the end of 2010
(4)
(1)
Cisco Visual Networking Index: Global Mobile Data Traffic Forecast Update,
2009-2014, 2/10 (2)
Pyramid Research
(3)
Juniper Research
(4)
Morgan Stanley’s Internet Trends, 04/10; comScore Global, 12/09
(5)
Gartner
Vringo in Middle of Rapidly Growing Markets and Trends |
 -
Page 10 -
Ring Tone Market-Ready for Vringo’s Innovation
•
Ringtone business was created in 1997
•
Further developed in 2002 with the creation of truetone and mastertone
•
Ringback tone was created in 2004
•
$4.7 B ringback tone market by 2012
(1)
•
3x growth from 2008
•
More than one-third of mobile users download ringtones from various sources
(1)
•
40% of such users frequently change their ringtones
•
Ringtone business has seen little innovation since 2004
•
Traditional suppliers of ringtones are hurting
•
Market ready for next evolution of products and services
(1)
Ipsos MediaCT |
 -
Page 11 -
Future of Mobile Personalization
audio
ring
tone
audio
ring back
tone
video
ringtone
Audio
ringtone
market
today
Phone
capabilities
Vringo’s
market
video
ringback/
ring
forward
Better user
experience
New revenue
opportunities
social
personal-
ization
tools |
 -
Page 12 -
1.
Justin logs onto
Vringo.com on his
PC/mobile or browses
through his Vringo
application for a new clip
3. Vringo server is updated
immediately
4.
Justin’s new Vringo is
automatically sent to
all of Justin’s buddies
5.
New Vringo is cached on
handsets, ready to be played
whenever Justin calls
Justin
HTTP
TCP/IP
Vringo server
Vringo clients
Vringo.com
Vringo Mobile App
HTTP
2.
Justin picks out a
Rolling Stones clip and
makes it his phone’s
ringtone
Getting a New Vringo Onto a Phone |
 -
Page 13 -
Four Product Platform Components
Mobile application
Channels -
automatic content delivery
Custom store fronts
Studio -
online ringtone editor
•
Customer store front
•
Viral marketing engine
•
300+ handsets
•
Java, Blackberry, Windows Mobile,
Android, Symbian
•
Opportunity exists to sell premium
content bundles based on the core
application
•
World’s first Web-based
video ringtone editor
•
Can be customized for
partners (e.g., Marvel)
•
Video ringtones have a
shorter shelf life
•
Customers can
subscribe to automatic
content refreshes
•
Customizable
web/mobile store front
•
TV networks, retailers,
political campaigns, live
events
•
Opportunity exists to
set up advertising-
supported storefronts –
“free”
to consumers
Indicative
example |
    -
Page 14 -
World’s Largest Video Ringtone Library
5,000+ video clips |
 -
Page 15 -
Simple, Scalable Business Model
Target: $12 -
$30 per user per year for
Net Vringo ARPU
Premium: $1-3 per clip
Monthly user subscription
User
Vringo
Operator
$1.0 -
$5.0
No data
traffic
charges
$0.3*-$3.5
$0.6 -
$2.5
X
Operator penetration
Target
Modeling assumptions
4-6%
Current audio RBT
1-2%**
~15%
* Effective revenue of $0.15 per subscriber -
net of uncollected
subscription fees
** Average Penetration of addressable market within 1 year
of new market launch |
 -
Page 16 -
Signed Revenue Deals: Initial Basis for Growth
Markets in which we have launched or will launch our service through
carriers
have
several
hundred
million
mobile
subscribers
(1)
Currently in discussions with several other carriers pursuing
additional agreements over the next 12 -
24 months
(1)
Source: United Nations |
 -
Page 17 -
6 Carrier Launches So Far…others pending
Name of Operator/Partner
Launch Date
Operator
Subscribers (M)
Growth Potential
MTS
Group/Vivacell
(Armenia)
July 2009
2
Part of MTS Group which has 100 M subs
Maxis
(Malaysia)
October 2009
11.4
Largest operator in Malaysia
Avea
(Turkey)
November 2009
12.1
Third largest operator in Turkey; subsequently replaced by
agreement with Retromedya
Etisalat
(UAE)
March 2010
7.3
Group includes 16 countries, 94 M global subs
RTL
(Belgium)
May 2010
11
Service runs on all 3 major carriers
Vodaphone
Shop
(Germany,
Greece, Ireland, Italy, Netherlands,
Portugal, Spain, UK)
October 2010
Initial free app launch in 8 countries in Europe, with a paid
service expected to launch soon
Ovi
Store
(UK)
November 2010
Advanced Nokia phones in UK
Orange
(UK)
[Everything
Everywhere Ltd.]
February 2011
> 30*
Orange is subsidiary of UK’s biggest communications
company jointly-owned by Deutsche and France Telecom
Verizon
(US)
Pending
> 92
Initial launch for Blackberry & Android phones
StarHub
(Singapore)
Pending
> 2
Initial launch for Android phones
Hungama
Pending
>400
Launching with 15 operators
* 30m includes combined subscribers for Orange (UK) and T-Mobile (UK) parent Everything
Everywhere; initial launch is with Orange
(UK) subscribers |
 -
Page 18 -
Marketing the Service: Sample Collateral |
 -
Page 19 -
Integrated Slots in Carrier Portal |
 -
Page 20 -
Hot New Releases in User-Friendly Formats |
 -
Page 21 -
Timely User Acquisition Tools
Vringo’s Creative Team renews the storefront,
refeshes the content, and continually pushes timely
attractions |
 -
Page 22 -
Marketing Tools –
“Made for Maxis”
•
Refreshed New-Look Monthly Banner Ads
•Holiday
Contest Promotions and Banners Tailored for WAP Portal and Carrier
Microsite |
 -
Page 23 -
Increasing The Scale: Subscribing to Vringo via USSD Menu*
Dial *100# to open USSD
menu
Select 9 for
FREE video ringtones
Logged in
Subscription Info
and terms of Service
* Abbreviated Format for Presentation Purposes |
 -
Page 24 -
•
Growing our business in the countries where we have launched
•
Continue to grow organically in each, driving subscription revenue
•
Adding new customer acquisition techniques, such as:
•
Brand sponsorships, USSD, advertising
•
Add additional carriers in the territory
•
Rolling out new countries and partners
•
Continuous development of a rich pipeline
•
Add 2-3 territories/partners per quarter
•
Migration to wealthier markets
•
Bring new monetization models into play
•
Advertising-based Vringo may become important
•
App stores and content bundles
•
Brand supported apps
•
Leverage carrier relationships for new services
Three Drivers of Growth |
 -
Page 25 -
Vringo Cumulative Subscriber Growth Across All Carriers |
 -
Page 26 -
Leverage relationships for
additional services
•
Will launch new Vringo services with carrier partners
•
New services will also be on subscription basis
•
New services developed in-house or acquired
Moving to higher
subscription rates
•
Intend gradual shift in subscriber pricing to $2.99 -
4.99
monthly fee, depending on currency and territory
•
Will start seeing revenue from more lucrative markets of
North America and Western Europe
•
Shift to these markets which are mostly post-paid, as
opposed to pre-paid, will have positive effect on billing
efficiency
Initial Launches
demonstrate viable
subscription model
•
240,000 subscribers in paid subscription services world-wide
•
Added 100,000 subscribers over last four months, 70%
growth
•
Average net monetization $0.13 per subscriber per month
•
6 paid launches so far —
many more to come
Driving Subscriber Growth and Revenue |
 -
Page 27 -
Deal with Everything Everywhere Ltd.; UK’s largest mobile
company to launch Vringo together in the UK market
Everything Everywhere operates both Orange (UK) and T-Mobile (UK) with
combined total of over 30 M subscribers, and is owned by France Telecom
and Deutsche Telekom
Have first launched with Orange
(UK) |
 -
Page 28 -
Importance of Orange Launch
•
First major launch in the strategic European market
•
UK is a vibrant and active mobile content and application
market
•
Vringo has until now focused on proving its business model in
smaller, less developed markets
•
Terms: Orange branded service, revenue split, zero rating for
data, promotion of service on Orange properties |
 -
Page 29 -
Orange UK Launch: Mobile Ecosystem Partners in Place to
Maximize Performance |
 -
Page 30 -
Vringo Platform Expansion |
 -
Page 31 -
Vringo LOI for Asset Purchase of m-Wise (OTC.BB:
MWIS) •
Vringo has announced the signing of a non-binding Letter of Intent (“LOI”)
that sets forth terms for asset purchase of m-Wise, Inc.
•
Transaction is contingent on definitive agreement, approval of respective
Boards and shareholders, and regulatory approval.
•
m-Wise provides a mobile content management, delivery and
monetization platform used by major suppliers of mobile content and
services
•
m-Wise platform is used for over 3 M daily mobile service transactions
and has supported over 1 B such transactions cumulatively
•
Nine months 2010 reported m-Wise revenue was $2.1 M
•
Vringo will provide m-Wise with 1,900,000 shares, a management
retention option of 500 K shares, cover $615 K expenses over two years
and assume certain other liabilities of m-Wise , and provide a $325 K
promissory note convertible into 200 K shares |
 -
Page 32 -
Strategic and Market Rationale
•
Mobile apps and services, in particular video and imaging, are fragmented and
in need of consolidation
•
Carriers, content owners and brands are seeking an end-to-end array of mobile
turnkey services and want to buy these services from trusted suppliers due to
lack of internal development resources
•
Solutions are sought that include Server-side components, transport, client
apps and wap properties
•
Customers are focused on delivery of rich media services including video,
imaging (pictures), music, social apps, etc.
•
Traditional suppliers of these services have not moved effectively to the
“cloud”
or embraced the app revolution
•
A company with strong server, transport, and application footprint will be a
desirable partner for major customers
•
Services
and
carrier
groups
are
largely
global
—
one
can
leverage
initial
successes elsewhere
•
We have already seen validation of this in initial discussions with customers
|
 -
Page 33 -
m-Wise: why?
•
Powerful platform that will allow us to offer cloud based end-to-end
mobile services and solutions to our customers
•
Utilizing Vringo’s public currency will allow us to grow faster through
acquisitions like m-Wise
•
Few pure play mobile companies with pedigree public listings
•
Strong Synergies:
•
Product Synergy: m-Wise back-end together with Vringo app
expertise
•
Customer Synergy: m-Wise has a good group of leading companies
as customers
•
Geographic Synergy: Focus on complimentary territories
•
Revenue and Margin contribution: m-Wise will immediately impact
our revenue and help us move towards profitability
•
m-Wise platform is used to host app stores which is a frequent
carrier request |
 -
Page 34 -
m-Wise Client Base |
 -
Page 35 -
Signed Revenue Deals: Initial Basis for Growth
Markets in which we have launched or will launch our service through
carriers
have
several
hundred
million
mobile
subscribers
(1)
Currently in discussions with several other carriers pursuing
additional agreements over the next 12 -
24 months
(1)
Source: United Nations |
 -
Page 36 -
m-Wise Mobile Content Clients |
 -
Page 37 -
m-Wise Platform Overview |
 -
Page 38 -
m-Wise Platform Overview
One-Stop-Shop for Online & Mobile Content Solutions |
 -
Page 39 -
MOMA Service Delivery Platform |
 -
Page 40 -
The MOMA SDP –
Main Functionality
•
Multi-territory, multi-country, multi-currency, multi-lingual, multi-
timezone, cross network platform messaging and billing
•
Central management and maintenance
•
Service provisioning (Quiz, Voting, Binary content, coupons, etc…)
•
Management and delivery of any type of binary content, including
music, videos, pictures, games and applications
•
Medium independent –
operates on SMS, MMS, WAP, web, IVR,
and email simultaneously
•
Flexible rating, pricing and billing
•
Comprehensive reporting, analytics and CDRs records
•
Extensive customer care tools
•
Open
API
for
web/WAP
developers,
3
rd
parties
application
developers
The MOMA Service Delivery Platform (SDP) |
 -
Page 41 -
Vringo Financial Position
Cash and cash equivalents
7,394
744
Total current assets
7,704
3,518
Total assets
7,982
3,789
Total current liabilities
2,076
3,649
Total long-term liabilities
5,830
4,550
Total stockholders’
equity
76
(16,378)
September 30,
2010
December 31,
2009
($ 000)
(Unaudited)
(Audited)
|
 -
Page 42 -
Company Snapshot
Stock Exchange/Ticker:
NYSE Amex: VRNG
VRNG Recent Price (3/8/11):
$2.10
Shares Outstanding: (3/8/11)
5.7 M
Market Cap:
$12 M
3Q10 Revenue / Sequential growth rate:
$54 K / 23%
Special Bridge/Bank warrants at $2.75 exercise price (3/8/11)
1.1M
Out-of-the-money warrants (3/8/11)
6.6 M
3Q 10 Net Income (Loss):
($2.8 M)
Net Granted stock options
3.1 M
Director and Officer Ownership:
8.7%
Warrant Exchange/Ticker:
NYSE Amex: VRNG-W
VRNG-W Recent Price (3/8/11):
$0.14
VRNG-W exercise price & expiration
$5.06; 6/21/15 |
 -
Page 43 -
Established and Well
Seasoned Management
•
Strong management team and BOD with experience in the
U.S. financial markets
•
Track record of creating, running, investing and exiting
successful technology companies
Fast Growing Markets
•
4.6 B global mobile subscribers
(1)
•
534 M global mobile video subscribers by 2014
(2)(4)
•
$25 B mobile application market by 2014
(3)(5)
•
$29 B mobile content market by 2012
(2)
Strong Platform for Growth
•
Proven technology and products
•
Scalable business model
•
Major contracts signed with international mobile carriers
and content providers
•
Robust Video Ringtone platform ready to deploy as turnkey
Investment Highlights: Recap
(1)
United Nations estimate
(2)
Multimedia Intelligence
(3) Juniper Research
(4) Not a projection for Vringo subscribers
(5) Not a projection for Vringo market size
Will grow organically and
through acquisition
•
Have announced signing of LOI for m-Wise acquisition
•
Real opportunity for consolidation in mobile service arena |