Current Report Filing (8-k)
February 08 2016 - 4:18PM
Edgar (US Regulatory)
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): February 8, 2016
VRINGO, INC.
(Exact Name of Registrant as Specified
in its Charter)
Delaware |
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001-34785 |
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20-4988129 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
780 Third Avenue, 12th 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 5.02 |
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers. |
(b) On
February 8, 2016, Ashley C. Keller resigned from his position as a member of the board of directors of Vringo, Inc. (the “Company”)
and its subsidiaries and as a member of all committees of the board of directors on which he serves.
(d) On
February 8, 2016, upon the recommendation of the Nominating and Corporate Governance Committee of the board of directors of the
Company, the board of directors appointed Bruce T. Bernstein as a member of the Company’s board of directors effective immediately,
to fill the vacancy created by the resignation of Mr. Keller from the board of directors of the Company and to hold office until
his successor is duly elected and qualified. Effective as of February 8, 2016, Mr. Bernstein will serve on the Audit Committee
and on the Compensation Committee of the board of directors of the Company.
Mr. Bernstein has over thirty years
of experience in the securities industry, primarily as senior portfolio manager for two alternative finance funds as well as in
trading and structuring of arbitrage strategies. Mr. Bernstein has served as President of Rockmore Capital, LLC since 2006, the
manager of a direct investment and lending fund with peak assets under management of $140 million. Previously, he served as Co-President
of Omicron Capital, LP, an investment firm based in New York, which he joined in 2001. Omicron Capital focused on direct investing
and lending to public small cap companies and had peak assets under management of $260 million. Prior to joining Omicron Capital,
Mr. Bernstein was with Fortis Investments Inc. where he was Senior Vice President in the bank’s Global Securities Arbitrage
business unit, specializing in equity structured products and equity arbitrage and then President in charge of the bank’s
proprietary investment business in the United States. Prior to Fortis, Mr. Bernstein was Director in the Equity Derivatives Group
at Nomura Securities International specializing in cross-border tax arbitrage, domestic equity arbitrage and structured equity
swaps. He started his career at Kidder Peabody where he rose to the level of Assistant Treasurer. Mr. Bernstein also serves as
a member of the board of directors of XpresSpa Holdings, the leading airport spa company in the world, based in New York. Mr. Bernstein
is also a member of the board of Summit Digital Health, a laser based blood glucose monitor distributor, based in New Jersey. Mr.
Bernstein holds a B.B.A. from City University of New York (Baruch).
As a non-employee director, Mr. Bernstein
is entitled to receive cash compensation and grants of stock options, restricted stock units or other equity awards in accordance
with the arrangements in effect for non-employee directors of the Company.
There are no arrangements or understandings
between Mr. Bernstein and any other person pursuant to which he was selected as a director. The Company is not aware of any transaction
in which Mr. Bernstein has an interest requiring disclosure under Item 404(a) of Regulation S-K.
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.
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VRINGO, INC. |
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Date: February 8, 2016 |
By: |
/s/ Andrew D. Perlman |
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Name: |
Andrew D. Perlman |
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Title: |
Chief Executive Officer |
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