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
Date of Report (Date of earliest event reported): April 15, 2013
VRINGO, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-34785 | 20-4988129 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
780 Third Avenue, 15th Floor, New York, NY 10017
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (212) 309-7549
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:
| ¨ | 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 |
Beginning on April 15, 2013, Vringo, Inc. (the “Company”) will be participating in non-deal investor road show meetings in Zurich, London, Tel Aviv, Boston, Minneapolis, New York City and other cities. The Company will also be presenting at investor conferences. Attached hereto as Exhibit 99.1 and incorporated by reference herein is a copy of the materials to be presented to investors at these events. A copy of the investor presentation is available on the Company’s website at www.vringoinc.com.
The information furnished by the Company pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description of Exhibits | |
| 99.1 | Updated Investor Presentation of Vringo, Inc. dated April 15, 2013 |
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.
| VRINGO, INC. | |||
| Date: April 15, 2013 | By: | /s/ Andrew D. Perlman | |
| Name: | Andrew D. Perlman | ||
| Title: | Chief Executive Officer | ||
INVESTOR PRESENTATION www.vringoinc.com 2 nd QUARTER 2013
1 I n v e s t o r P r e s e n t a t i o n Safe Harbor Statement This presentation includes forward-looking statements, which may be identified by words such as "believes," "expects," "anticipates," "estimates,""projects,""intends,""should,""seeks,""future,""continue,"orthenegativeofsuchterms,orothercomparableterminology. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties,whichcouldcauseactualresultstodiffermateriallyfromtheforward-lookingstatementscontainedherein. Factorsthatcould causeactualresultstodiffermateriallyinclude,butarenotlimitedto:ourinabilitytolicenseandmonetizeourpatents,includingthe outcomeofthelitigationagainstonlinesearchfirmsandothercompanies;ourinabilitytomonetizeandrecoupourinvestmentwithrespect to patent assets that we acquire; our inability to develop and introducenew productsand/or develop new intellectualproperty; new legislation,regulationsorcourtrulingsrelatedtoenforcingpatents,thatcouldharmourbusinessandoperatingresults;theinabilityto realizethepotentialvaluecreatedbythemergerwithInnovate/Protectforourstockholders;unexpectedtrendsinthemobilephoneand telecominfrastructureindustries;ourinabilitytoraiseadditionalcapitaltofundourcombinedoperationsandbusinessplan;ourinabilityto maintainthelistingofoursecuritiesonamajorsecuritiesexchange;thepotentiallackofmarketacceptanceofourproducts;potential competition from other providers and products; our inability to retain key members of our management team; and other risks and uncertaintiesandotherfactorsdiscussedfromtimetotimeinourfilingswiththeSecuritiesandExchangeCommission("SEC"),including our annual report on Form 10-K filed with the SEC on March 21, 2013. In addition, the statements in this presentation reflect our expectations and beliefs as of the date of this presentation. We anticipatethat subsequentevents and developments will cause our expectationsandbeliefstochange.However,whilewemayelecttoupdatetheseforward-lookingstatementspubliclyatsomepointinthe future,wespecificallydisclaimanyobligationtodoso,whetherasaresultofnewinformation,futureeventsorotherwise.Theseforward- lookingstatementsshouldnotberelieduponasrepresentingourviewsasofanydateafterthedateofthispresentation.
2 I n v e s t o r P r e s e n t a t i o n Vringo Overview Technology Business ¦ Develop, acquire, and license applications and services which are distributed through carrier, handset, and application store partners ¦ Leverage partnerships with mobile operators to expand services and deliver new products ¦ Build new technology and products around newly acquired patents or patents created through collaborations between internal innovation team and external inventors Core Businesses Symbol: VRNG Exchange: NYSE MKT Average Trading Volume: 2,027,788 (30 day) Auditor: KPMG Current Cash: $54,000,000 (3/21/13) Fast Facts Intellectual Property Monetization ¦ Maximize the economic benefits of intellectual property assets through licensing, customized technology solutions, strategic partnerships and litigation ¦ Grow intellectual property portfolio through strategic acquisitions and internal development Founded: 2006 Recent M&A: Merged with Innovate/Protect in July 2012 Corporate Headquarters: New York, NY R&D Facilities: Longview, TX and Israel Employees: 22
3 I n v e s t o r P r e s e n t a t i o n Business Overview ¦ Global Distribution Platform for Mobile Apps and Services ¦ Millions of Mobile App Downloads ¦ Extensive carrier partnerships including Verizon, Vodafone, Etisalat, Orange, NTT Docomo, Maxis ¦ Continued Development of new Intellectual Property ¦ Patent applications include 1 utility patent, 12 continuations and 1 continuation-in-part License Innovate Protect ¦ Favorable Jury Verdict, I/P Engine vs. AOL, Google et al. ¦ 6 patents asserted across 3 Complaints against ZTE in UK, Germany and France ¦ Over 500 patents and patent applications in over 40 countries ¦ Filed infringement lawsuit against Microsoft on January 31, 2013 asserting ‘420 and ‘664 patents ¦ 31 Families Declared Standard Essential Patents ¦ Prime Candidates for FRAND Licensing
4 I n v e s t o r P r e s e n t a t i o n 2012 Company Milestones MAR 14: Announced merger with Innovate/Protect MID-JUN: Favorable Markman ruling in I/P Engine vs. AOL, Google, et al. JUL 19: Completed merger with Innovate/Protect AUG 19: $31.2 million registered direct, acquired telecom infrastructure portfolio from Nokia of over 500 patents and applications OCT 5: $45 million registered direct offering OCT 8: Filed lawsuit against ZTE in UK NOV 6: Jury verdict reached in I/P Engine vs. AOL, Google, et al. NOV 15: Filed lawsuit against ZTE Germany DEC 15: Filed 2 nd lawsuit against ZTE in UK 2013 JAN 2: Ashley Keller joined Board of Directors JAN 31: Filed lawsuit against Microsoft FEB 12: Jason Charkow joined as Intellectual Property Counsel FEB 21: Extended lawsuit against ZTE in Germany with additional patent MAR 19: Announced partnership with Virginia Tech Intellectual Properties APR 1: Filed lawsuit against ZTE in France APR 3: Post-trial J.M.O.L.s ruled on in I/P Engine vs. AOL, Google et al case APR 4: Filed Notice of Appeal I/P Engine vs. AOL, Google et al. case
5 I n v e s t o r P r e s e n t a t i o n Intellectual Property Overview ¦ Lycos Portfolio –8 Patents ‘420/’664 ? Covers the ranking of search results and the placement of search advertising results ? Technology used to place high quality advertisements in the best positions, thereby generating substantial revenue ? Patents acquired from Lycos, where Andrew “Ken” Lang served as Chief Technology Officer ¦ Quantum Stream –2 Patents, 1 Application ? Covers placement of content on web pages when there is a vacancy for content 520+ Patents and Applications ¦ 444 Patents granted ¦ 80 patents pending Patented Technology Covers: ¦ Wireless Infrastructure ? Communication Management ? Data and Signal Transmission ? Mobility Management ? Radio Resources Management and Services ¦ Mobile Video Sharing, Application Installation and Advertising Click to Call Internet/Search Patent Portfolio Telecom Patent Portfolio
6 I n v e s t o r P r e s e n t a t i o n Management Team and Key Employees Andrew Perlman Chief Executive Officer & Director ¦ Former Head of Digital, Classic Media ¦ Former VP of Global Digital Business Development, EMI Music ¦ George Washington University, B.A. Andrew “Ken” Lang Chief Technology Officer, President & Director ¦ Former CEO and CTO, Innovate/Protect ¦ Former CEO, Lightspace ¦ Former CTO, Lycos ¦ Duke University, B.S.; Carnegie Mellon University, M.S. Alexander R. Berger Chief Operating Officer, Secretary & Director ¦ Former COO and CFO, Innovate/Protect ¦ Former VP, Hudson Bay Capital ¦ Former Aide, The White House ¦ George Washington University, B.Accy David L. Cohen Head of Litigation & Licensing ¦ Former Senior Litigation Counsel, Nokia ¦ Former Attorney, Skadden and Lerner David ¦ Johns Hopkins University, B.A., M.A.; Cambridge, M.Phil.; University College, London, M.A.; Northwestern University, J.D. Clifford Weinstein Executive Vice President ¦ Former Partner, Maxim Group ¦ Fordham University, B.A. Ellen Cohl, CPA, MBA Chief Financial Officer & Treasurer ¦ Former VP Finance, Virtual Communities (NASDAQ: VCIX) ¦ Former Auditor, Deloitte & Touche LLP ¦ New York University, B.S.; Baruch College CUNY, MBA
7 I n v e s t o r P r e s e n t a t i o n Litigation Team Germany Reimann Osterrieth Kohler Haft Klaus Haft German Litigation Counsel Vringo Infrastructure vs. ZTE Orange County, CA Knobbe Martens Joseph R. Re I/P Engine Appellate Counsel Washington, DC Dickstein Shapiro LLP I/P Engine Litigation Counsel Arlington, VA Donald E. Stout Director & Chair, Intellectual Property Committee Co-Founder NTP $700+ million in settlements New York, NY David L. Cohen Head of Litigation & Licensing Former Nokia IP Cousel Nokia vs. Apple $715 million + ongoing royalties* United Kingdom Powell Gilbert Tim Powell and Ari Laakkonen U.K. Litigation Counsel Vringo Infrastructure vs. ZTE France Véron & Associés Pierre Véron and Sabine Age French Litigation Counsel Vringo Infrastructure vs. ZTE *Estimated, June 15, 2011, Alliance Bernstein analyst Pierre Ferragu Germany Maikowski & Ninneman Gunnar Baumgärtel German Patent Counsel Vringo Infrastructure vs. ZTE
8 I n v e s t o r P r e s e n t a t i o n Current Enforcement Actions Defendant Date Filed Location/Judge Asserted Patents Accused Product Stage Status/ ImportantDates Google et al. September15, 2011 Case #2:2011cv00512 Eastern Districtof Virginia (EDVA)/ Raymond A. Jackson 6,314,420 6,775,664 Adwords Post-Trial Motions for Supplemental Damages and Ongoing Royalties remain pending; Notice of Appeals Filed UK Subsidiary of ZTE Corporation October 8, 2012 UK High Court of Justice, Chancery Division, Patents Court 1,212,919 1,166,589 1,808,029 Handsets Base Station Controllers, MSCs Pre-Trial Case Management Conference Schedule for June 2013 ZTE Deutschland GmbH (ZTE) November 15, 2013 District Court of Mannheim 1,212,919 SDRBase Stations Radio Network Controllers Pre-Trial Trialscheduled for October 15, 2013 UK Subsidiary of ZTE Corporation December 5, 2012 UK High Court of Justice, Chancery Division, Patents Court Case No. HC12 B04711 1,186,119 1,330,933 1,221,212 Base Station Controllers,MSCs Pre-Trial Case Management Conference Schedule for June 2013 Microsoft January 31, 2013 Southern District of New York 6,314,420 6,775,664 Bing Pre-Trial Awaiting Microsoft Answer ZTE France SASU March 29, 2013 Tribunal de Grande Instance de Paris 1,186,119 1,221,212 ZTE Devices Pre-Trial Awaiting ZTE Response
Internet/Search Portfolio
10 I n v e s t o r P r e s e n t a t i o n Google Litigation Overview ¦ On September 15, 2011, I/P Engine filed a patent infringement lawsuit against five companies, including Google and AOL, in the Eastern District of Virginia ¦ The lawsuit alleged infringement of patents purchased from Lycos, Inc. ¦ The patented technology covers the placement of advertisements ¦ Advertising is Google’s "primary source of revenue" Litigation Strategy
11 I n v e s t o r P r e s e n t a t i o n Use of Patented Technology by Google ¦ An advertisement's content relevance to a search query ¦ Click-through rates from prior users relative to that advertisement Google's Chief Economist explains the technology One example of Google's use of the patented keyword relevance technology Quality Score is a measure of how relevant a keyword is to ad text and to what a user is searching for. The Quality Score for Google [includes]: ¦ The relevance of the keyword and the matched ad to the search query ¦ The historicalclick through rate (CTR) of the keyword and the matched ad on the Google domain Hal Varian, Google's Chief Economist, Explains Search Advertising With Google: "What is Quality Score?“ Varian stated that Google’s "primary source of revenue" comes from selling advertisements that are related to the search queries http://www.youtube.com/watch?v=BSd_2gfsFCs I/P Engine's patents, acquired from Lycos, cover the combination of:
12 I n v e s t o r P r e s e n t a t i o n I/P Engine vs. AOL, Google et al. Timeline ¦ The defendants made several attempts to avoid trial ¦ The case is on the "Rocket Docket" in the Eastern District of Virginia ¦ During the Markman process, the court interpreted the patent claims and established the boundary markings of the claimed technologies ¦ Each claim comprises a set of limitations: specific terms or phrases that define the technology covered by the claim ¦ The parties applied the claim construction when presenting the case to the jury SEP: Pre-trial and summary judgment motions NOV 4: Joint stipulation NOV 14: Answers filed DEC: Document discovery began APR 12: Opening claim construction briefs MAY 3: Reply claim construction briefs SEP 4: End of fact discovery MAY 17: Joint submission SEP 2011 DEC 2011 MAR 2012 JUN 2012 SEP 2012 DEC 2012 MAR 2013 JUN 2013 FEB 15: Scheduling order issued JUN 4: Markman hearing JUN 15: Markman ruling SEP 15: Complaint filed NOV 6: Jury verdict APR 4: Vringo filed notice of appeal DEC 15: Summary on post- trial motions APR 3: Judge rules on post- trial motions OCT 16: Trial began
13 I n v e s t o r P r e s e n t a t i o n Jury Verdict
Telecom Infrastructure Portfolio
15 I n v e s t o r P r e s e n t a t i o n Portfolio Highlights Portfolio Characteristics ¦ Portfolio covers wireless infrastructure ? 444 Issued Patents ? 80 Patent Applications ? 124 Patent Families ¦ Patents from 31 families have been declared essential ¦ Majority of patents filed in late 1990’s and early 2000’s ¦ High level of forward citations ? Implication Patents recognized by others in the industry as foundational ¦ Average remaining lifetime of patents is 6.7 years ? Implication Strong candidates for litigation and licensing Significant Potential for Monetization Key Licensing Areas Communication Management Services Mobility Management Data and Signal Transmission Radio Resources Management
16 I n v e s t o r P r e s e n t a t i o n 524 Infrastructure Patents and Applications 138 42 7 13 23 23 39 35 15 26 13 444 Patents 401 Nationally Enforceable Patents 80 Patent Applications 124 Patent Families 10
17 I n v e s t o r P r e s e n t a t i o n Communication Flow Mobile Equipment (Sender) Base Transceiver Station (BTS/Node B) Base Station Controller (BSC/RNC) Base Transceiver Station (BTS/Node B) Mobile Equipment (Receiver) Base Station Subsystem (BSS) Primarily for Voice Authentication, Authorization and Accounting (AAA) Home Location Register (HLR) Visitor Location Register(VLR) Mobile Switching Centre(MSC) Network Switching Subsystem (NSS) GPRS Support Node (GSN) Serving GPRS Support Node (SGSN) Gateway GPRS Support Node (GGSN) GSN & BSS Primarily for Packet Data IP Network Gateway Mobile Switching Center PSTN NSS & BSS
18 I n v e s t o r P r e s e n t a t i o n Capitalization Table Description Current Outstanding as of April 15, 2013 Fully Diluted Shares Outstanding 116,335,752 Common Shares 82,516,949 W a r r a n t s O u t s t a n d i n g Warrants $1.76 10,735,279 Warrants $5.06 7,784,000 Warrants $.94 249,835 Employee Incentive Plan 15,049,689
19 I n v e s t o r P r e s e n t a t i o n Contact Information Cliff Weinstein Executive Vice President Vringo, Inc. 780 3rd Avenue, 15th Floor New York, NY 10017 Office: 646.532.6777 Mobile: 631.786.0260 cliff@vringo.com For more information, please contact: