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Creative Realities, Inc. – ‘8-K’ for 1/7/08

On:  Wednesday, 1/9/08, at 7:48am ET   ·   For:  1/7/08   ·   Accession #:  950124-8-73   ·   File #:  1-33169

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/09/08  Creative Realities, Inc.          8-K:1,9     1/07/08    3:38K                                    Bowne - Bde

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     17K 
 2: EX-10       Letter Agreement                                    HTML     19K 
 3: EX-99       Press Release                                       HTML     13K 


8-K   —   Current Report


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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
January 7, 2008
Date of report (Date of earliest event reported)
Wireless Ronin Technologies, Inc.
(Exact name of registrant as specified in its charter)
         
Minnesota
(State or other jurisdiction
of incorporation)
  1-33169
(Commission
File Number)
  41-1967918
(IRS Employer
Identification No.)
5929 Baker Road, Suite 475
Minnetonka, Minnesota 55345

(Address of principal executive offices, including zip code)
(952) 564-3500
(Registrant’s telephone number, including area code)
     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 (see General Instruction A.2):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   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.
     As previously reported, in October 2007, NewSight Corporation (“NewSight”) issued a Secured Promissory Note to our company (the “Note”), which was to mature on the first to occur of (1) successful completion of NewSight’s financing efforts, or (2) December 31, 2007. NewSight has advised us that it is in the process of raising capital, and has requested that the maturity date of the Note be extended.
     On January 7, 2008, we entered into a letter agreement with NewSight (the “Letter Agreement”), pursuant to which the Note will mature on the first to occur of (1) successful completion of NewSight’s financing efforts, or (2) March 31, 2008, provided that NewSight pays us the amount due under the Letter Agreement. Under the Letter Agreement, we agreed to credit NewSight customer deposits aggregating $277,488 against the amount payable under the Note, retroactive to its date of issuance. As a result of this credit, the current principal balance of the Note is $2,339,979. The Letter Agreement also provides that the amount due under the Note will be due and payable immediately upon the occurrence of one or more of the following events: (1) termination of NewSight’s relationship with its banker; (2) NewSight’s breach of or default under any agreement by and between New Sight and our company, including the Letter Agreement; or (3) NewSight’s completion of a financing transaction which yields gross proceeds of at least $5,000,000, excluding any financing solely from Prentice Capital Management, L.P. or its affiliates. The Letter Agreement specifies that no additional credit shall be extended to NewSight by us pursuant to the Note.
     Pursuant to the terms of the Letter Agreement, NewSight and our company terminated (1) the physician office agreement pursuant to which our company had been selected to develop the “NewSight On Health” physicians network consisting of approximately 2,000 physician offices throughout the U.S., (2) the Pyramid mall agreement pursuant to which our company was to develop NewSight’s Pyramid Mall network consisting of approximately 13 large upscale malls, and (3) the 3-D software development agreement pursuant to which our company had been engaged to enhance NewSight’s software development initiatives for its 3-D media technology. NewSight agreed to pay us $175,000, representing the amount due to us under the 3-D software development agreement. NewSight agreed to pay $75,000 on or before January 9, 2008, and the remaining $100,000 was added to the principal balance of the Note.
     The Letter Agreement, which appears as Exhibit 10 to this report, is incorporated by reference in response to this Item 1.01. A copy of the press release announcing our entry into this letter agreement is filed as Exhibit 99 to this report and is incorporated by reference into this Item 1.01.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
     (d) See Exhibit Index.”

 



 

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.
         
Date: January 9, 2008  Wireless Ronin Technologies, Inc.
 
 
  By:   /s/ John A. Witham    
    John A. Witham   
    Executive Vice President and
Chief Financial Officer 
 

 



 

         
EXHIBIT INDEX
     
Exhibit    
Number   Description
 
   
10
  Letter Agreement by and between Wireless Ronin Technologies, Inc. and NewSight Corporation, dated January 7, 2008.
 
   
99
  Press Release, dated January 8, 2008.

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
3/31/0810-Q,  3,  4,  8-K,  8-K/A
Filed on:1/9/08
1/8/08
For Period End:1/7/08
12/31/0710KSB,  4,  5,  8-K
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Filing Submission 0000950124-08-000073   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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