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As Of Filer Filing For·On·As Docs:Size Issuer Agent 5/19/08 Creative Realities, Inc. S-8 POS 5/19/08 2:45K Bowne Boc/FA |
Document/Exhibit Description Pages Size 1: S-8 POS Post-Effective Amendment to Registration Statement HTML 49K 2: EX-23.2 Consent of Independent Registered Public HTML 6K Accounting Firm
sv8pos |
Minnesota | 41-1967918 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
JOHN A. WITHAM | Copies to: | |
Executive Vice President and Chief Financial Officer Wireless Ronin Technologies, Inc. 5929 Baker Road, Suite 475 Minnetonka, Minnesota 55345 (952) 564-3500 (Name, address, including zip code, and telephone number, including area code, of Agent for Service) |
BRETT D. ANDERSON, ESQ. JEN RANDOLPH REISE, ESQ. Briggs and Morgan, P.A. 2200 IDS Center 80 South Eighth Street Minneapolis, Minnesota 55402 (612) 977-8400 (phone) (612) 977-8650 (fax) |
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
Proposed | Proposed | Amount | ||||||||||||
Amount To | Maximum | Maximum | of | |||||||||||
Be | Offering Price | Aggregate | Registration | |||||||||||
Title of Each Class of Securities To Be Registered | Registered (1) | Per Share (2) | Offering Price | Fee (3) | ||||||||||
Wireless Ronin Technologies, Inc. 2007 Associate Stock Purchase Plan Common stock (par value $0.01 per share) |
300,000 | $2.94 | $882,000.00 | $27.08 | ||||||||||
(1) | Pursuant to Rule 416 of the Securities Act of 1933 (the “Securities Act”), this registration statement covers an indeterminate amount of interests to be offered or sold pursuant to the Wireless Ronin Technologies, Inc. 2007 Associate Stock Purchase Plan (the “Plan”). This registration statement also covers any additional shares of common stock which become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of common stock. | |
(2) | Estimated solely for the purpose of calculating the registration fee under Rule 457(h) of the Securities Act and based upon the average of the high and low sale prices for such stock on November 12, 2007, as reported by the NASDAQ Global Market. | |
(3) | Previously paid. |
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• | Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007; | ||
• | Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2008; | ||
• | Current Reports on Form 8-K filed on January 9, 2008, March 4, 2008 (as to Item 8.01 only), April 4, 2008 and April 8, 2008; and | ||
• | Description of our common stock contained in our Registration Statement on Form 8-A/A (File No. 001-33169) filed on November 27, 2006, as the same may be amended from time to time. |
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(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; | ||
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; | ||
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
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5
WIRELESS RONIN TECHNOLOGIES, INC. |
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By: | /s/ Jeffrey C. Mack | |||
Jeffrey C. Mack | ||||
Chairman of the Board, President, Chief Executive Officer and Director | ||||
Signature | Title | Date | ||
Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer) | May 19, 2008 | |||
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | May 19, 2008 | |||
Vice President and Controller (Principal Accounting Officer) | May 19, 2008 | |||
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Director | |||
Director | ||||
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Director | |||
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Director | |||
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Director |
*By:
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/s/ John A. Witham | Attorney-in-Fact | May 19, 2008 | |||
John A. Witham |
6
Exhibit | ||
Number | Description | |
4.1
|
Articles of Incorporation of the Registrant, as amended (incorporated by reference to Pre-Effective Amendment No. 1 to our Form SB-2 filed on October 12, 2006 (File No. 333-136972)). | |
4.2
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By-laws of the Registrant, as amended (incorporated by reference to our Quarterly Report on Form 10-QSB for the period ended September 30, 2007 (File No. 001-33169)). | |
4.3
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Specimen common stock certificate of the Registrant (incorporated by reference to Pre-Effective Amendment No. 1 to our Form SB-2 filed on October 12, 2006 (File No. 333-136972)). | |
5
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Opinion of Briggs and Morgan, Professional Association.* | |
23.1
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Consent of Briggs and Morgan, Professional Association (filed as part of Exhibit 5). | |
23.2
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Consent of Independent Registered Public Accounting Firm. | |
24
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Powers of Attorney.* |
* | Previously filed. |
This ‘S-8 POS’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / Effective on: | 5/19/08 | |||
4/8/08 | 4, 8-K | |||
4/4/08 | 4, 8-K | |||
3/31/08 | 10-Q, 3, 4, 8-K, 8-K/A | |||
3/4/08 | 8-K | |||
1/9/08 | 8-K | |||
12/31/07 | 10KSB, 4, 5, 8-K | |||
11/16/07 | 8-K, S-8 | |||
11/12/07 | ||||
9/30/07 | 10QSB | |||
11/27/06 | 3, 3/A, 4, 8-A12B/A | |||
10/12/06 | SB-2/A | |||
List all Filings |