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): October 18, 2013
VRINGO, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-34785 | 20-4988129 | ||
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01 Other Events.
On October 18, 2013, Vringo Infrastructure, Inc., a wholly-owned subsidiary of Vringo, Inc. (“Vringo”), sent the correspondence attached hereto as Exhibit 99.1 to ASUSTeK Computer Inc. regarding Vringo Infrastructure’s infrastructure patent portfolio. The attachment referenced in the letter is available on Vringo’s website, www.vringoinc.com.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description of Exhibits | |
| 99.1 | Letter from Vringo Infrastructure, Inc. to ASUSTeK Computer Inc. dated October 18, 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: October 21, 2013 | By: |
/s/ Alexander R. Berger | |
| Name: | Alexander R. Berger | ||
| Title: | Chief Operating Officer | ||
EXHIBIT 99.1
October 18, 2013
Via Federal Express
ASUSTeK Computer Inc.
Corporate Headquarters
No.15, Li-Te Road
PeitouTaipeiTaiwan
Attn.: Mr. Jonney Shih, Chairman and Chief Branding Officer
Attn.: Mr. Jerry Shen, Chief Executive Officer and President
Gentlemen:
In August 2012, Vringo Infrastructure, Inc. ("Vringo"), a subsidiary of Vringo, Inc., acquired from Nokia a portfolio of patents and patent applications, a number of which are considered essential to mobile stations compliant with for example, the Global System for Mobile Communications/General Packet Radio Service ("GSM/GPRS") specifications as defined by the European Telecommunications Standards Institute ("ETSI") and/or the 3rd Generation Partnership Project ("3GPP"), and the Universal Mobile Telecommunications System Standard ("UMTS") as promulgated by 3GPP and/or ETSI. Declarations have been filed with the relevant standards bodies in respect of patents from thirty-one families, indicating that those patents are or could become essential to relevant standards. For convenience, we enclose by way of example the declarations which have been filed with ETSI and 3GPP. The relevant patents and patent applications are highlighted.
Vringo has also acquired the right to recover damages for all past infringement related to the portfolio.
We understand that ASUSTeK Computer Inc. and its subsidiaries (together, "ASUS") have been manufacturing and selling UMTS and/or GSM/GPRS equipment since at least 2003 and do not have a license under any of the patents in the portfolio. ASUS has had sufficient time to evaluate and consider patents in the portfolio, both during product development and post-launch, and has evidently decided not to take a license of them. We recognize that ASUS is familiar with the ETSI Intellectual Property Rights ("IPR") database and its predecessor systems, on which declarations can be conveniently accessed. Indeed, ASUS itself is listed as having declarations with respect to a large number of patents and/or patent applications on that system.
Vringo is prepared to license all patents which are Essential (as that term is defined in the ETSI IPR Policy) to a standard on fair, reasonable and non-discriminatory ("FRAND") terms in relation to, and to the extent that, those products comply with that standard. If ASUS, despite its inactivity since 2003, is genuinely interested in obtaining a FRAND-license under our Essential patents, we invite ASUS to inform us accordingly in writing by November 8, 2013, following which time we should set up a meeting to further discuss this.
We look forward to your response, and reserve all our rights, including the right to pursue all legal remedies available against infringement of our patents.
Please address all correspondence to the undersigned.
Yours faithfully,
VRINGO INFRASTRUCTURE, INC.
By: /s/ Alexander R. Berger
Alexander R. Berger
Chief Operating Officer
780 Third Avenue, 15th Floor
New York, NY 10017
United States of America
Telephone: (212) 309-7549
Facsimile: (646) 532-6775
E-Mail: aberger@vringo.com
| VRINGO, INC. | Telephone: (212) 309-7549 |
| 780 Third Avenue, 15th Floor | Facsimile: (646) 532-6775 |
| New York, NY 10017 |