SEC Company Response from CREATIVE REALITIES, INC. (CREX) (CIK 0001356093) (CREX) — Sep 23, 2014
CREATIVE REALITIES, INC. (CREX) (CIK 0001356093)
Date: Sept. 23, 2014 · CIK: 0001356093 · Accession: 0001213900-14-006852
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-33169
Referenced dates: September 19, 2014
Letter
VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission Creative Realities, Inc. f/k/a Wireless Ronin Technologies, Inc. (the “Company”) Preliminary Information Statement on Schedule 14C Filed on September 12, 2014 File No. 001-33169
Dear Ms. Mills-Epenteng:
This letter will respond on behalf of the Company to your comment letter dated September 19, 2014 (the “Comment Letter”) with respect to the above-referenced document filed by the Company (the “Schedule 14C”) with the Securities and Exchange Commission (the “Commission”). To facilitate your review, we have included in this letter your original comments (in bold) followed by our response, which has been numbered to correspond to your Comment Letter. Contemporaneously with the submission of this letter, the Company is filing an Amendment to the Schedule 14C with the Commission (the “Amendment”).
General
1.
We note that you filed a Form 8-K on September 17, 2014 to announce that the Company’s name had been changed from “Wireless Ronin Technologies, Inc.” to “Creative Realities, Inc.” As a registrant subject to Section 12(g) of the Exchange Act, please explain why you believe a proxy or information statement in connection with the Company’s name change was not required. Alternatively, please revise your preliminary information statement to include a discussion of the Company’s name change pursuant to Item 19 of Schedule 14A, applicable to you via Item 1 of Schedule 14C.
RESPONSE: Pursuant to Section 302A.135, Subdivision 7 of the Minnesota Business Corporations Act and the governing documents of the Company, the Company may effect a name change without obtaining shareholder approval.
Ms. Maryse Mills-Epenteng
Special Counsel
United States Securities and Exchange Commission
Page 2
Sole Proposal – Amendment to the Articles of Incorporation to Increase the Number of Authorized Capital Shares, page 2
2.
You disclose that your authorized share capital is composed of 66,667,000 shares, of which 50,000,000 shares are authorized for issuance as common stock and 16,667,000 shares are authorized for issuance as preferred stock. However, according to the Form 8-K and the amendment to your articles of incorporation filed on November 30, 2012, it appears that you effected a 5-for-1 reverse stock split, which reduced your authorized share capital to 26,666,666 shares, comprised of 16,666,666 shares of preferred stock and 10,000,000 shares of common stock. Please advise.
RESPONSE: Pursuant to the Form 8-K filed by the Company with the Commission on June 12, 2013, the Company’s shareholders approved an amendment to the Articles of Incorporation that increased the total authorized shares of the Company to 66,666,666, consisting of 16,666,666 shares of preferred stock and 50,000,000 shares of common stock. Enclosed herewith as Exhibit A are the Articles of Amendment to Articles of Incorporation of the Company, effective June 12, 2013, as certified by the Minnesota Secretary of State.
Pages 1 and 2 of Schedule 14C and the Notice of Special Meeting of Shareholders of the Company have been revised to change all references to (i) 66,667,000 total shares of authorized capital to 66,666,666 total shares of authorized capital, and (ii) 16,667,000 shares of preferred stock to 16,666,666 shares of preferred stock.
Preferred Stock, page 3
3.
Please tell us in your response letter whether you presently have any plans, proposals or arrangements to issue any of the newly-available shares of preferred stock for any purpose, including future acquisitions and/or financings. If not, please revise your disclosure to state that you have no such plans, proposals, or arrangements, written or otherwise, at this time to issue any of the newly-available shares of preferred stock.
RESPONSE: Page 3 of Schedule 14C has been revised to clarify that the Company currently does not have any plans, proposals or arrangements, written or otherwise, to issue any of the newly available shares of preferred stock for any purpose, including future acquisitions and/or financings.
If you have any questions or comments regarding the foregoing, do not hesitate to contact the undersigned by telephone at (612) 672-8305.
Regards,
/s/ Paul D. Chestovich, Esq
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CORRESP
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filename1.htm
seccorr092314_creativereal.htm
September 23, 2014
Paul D. Chestovich
Direct Phone: 612-672-8305
Direct Fax: 612-642-8305
paul.chestovich@maslon.com
VIA EDGAR
Ms. Maryse Mills-Epenteng
Special Counsel
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
Re:
Creative Realities, Inc. f/k/a Wireless Ronin Technologies, Inc. (the “Company”)
Preliminary Information Statement on Schedule 14C
Filed on September 12, 2014
File No. 001-33169
Dear Ms. Mills-Epenteng:
This letter will respond on behalf of the Company to your comment letter dated September 19, 2014 (the “Comment Letter”) with respect to the above-referenced document filed by the Company (the “Schedule 14C”) with the Securities and Exchange Commission (the “Commission”). To facilitate your review, we have included in this letter your original comments (in bold) followed by our response, which has been numbered to correspond to your Comment Letter. Contemporaneously with the submission of this letter, the Company is filing an Amendment to the Schedule 14C with the Commission (the “Amendment”).
General
1.
We note that you filed a Form 8-K on September 17, 2014 to announce that the Company’s name had been changed from “Wireless Ronin Technologies, Inc.” to “Creative Realities, Inc.” As a registrant subject to Section 12(g) of the Exchange Act, please explain why you believe a proxy or information statement in connection with the Company’s name change was not required. Alternatively, please revise your preliminary information statement to include a discussion of the Company’s name change pursuant to Item 19 of Schedule 14A, applicable to you via Item 1 of Schedule 14C.
RESPONSE: Pursuant to Section 302A.135, Subdivision 7 of the Minnesota Business Corporations Act and the governing documents of the Company, the Company may effect a name change without obtaining shareholder approval.
Ms. Maryse Mills-Epenteng
Special Counsel
United States Securities and Exchange Commission
Page 2
Sole Proposal – Amendment to the Articles of Incorporation to Increase the Number of Authorized Capital Shares, page 2
2.
You disclose that your authorized share capital is composed of 66,667,000 shares, of which 50,000,000 shares are authorized for issuance as common stock and 16,667,000 shares are authorized for issuance as preferred stock. However, according to the Form 8-K and the amendment to your articles of incorporation filed on November 30, 2012, it appears that you effected a 5-for-1 reverse stock split, which reduced your authorized share capital to 26,666,666 shares, comprised of 16,666,666 shares of preferred stock and 10,000,000 shares of common stock. Please advise.
RESPONSE: Pursuant to the Form 8-K filed by the Company with the Commission on June 12, 2013, the Company’s shareholders approved an amendment to the Articles of Incorporation that increased the total authorized shares of the Company to 66,666,666, consisting of 16,666,666 shares of preferred stock and 50,000,000 shares of common stock. Enclosed herewith as Exhibit A are the Articles of Amendment to Articles of Incorporation of the Company, effective June 12, 2013, as certified by the Minnesota Secretary of State.
Pages 1 and 2 of Schedule 14C and the Notice of Special Meeting of Shareholders of the Company have been revised to change all references to (i) 66,667,000 total shares of authorized capital to 66,666,666 total shares of authorized capital, and (ii) 16,667,000 shares of preferred stock to 16,666,666 shares of preferred stock.
Preferred Stock, page 3
3.
Please tell us in your response letter whether you presently have any plans, proposals or arrangements to issue any of the newly-available shares of preferred stock for any purpose, including future acquisitions and/or financings. If not, please revise your disclosure to state that you have no such plans, proposals, or arrangements, written or otherwise, at this time to issue any of the newly-available shares of preferred stock.
RESPONSE: Page 3 of Schedule 14C has been revised to clarify that the Company currently does not have any plans, proposals or arrangements, written or otherwise, to issue any of the newly available shares of preferred stock for any purpose, including future acquisitions and/or financings.
If you have any questions or comments regarding the foregoing, do not hesitate to contact the undersigned by telephone at (612) 672-8305.
Regards,
/s/ Paul D. Chestovich, Esq
Paul D. Chestovich, Esq.
cc: Mr. Paul Price
Mr. John Walpuck
Ms. Maryse Mills-Epenteng
Special Counsel
United States Securities and Exchange Commission
Page 3
EXHIBIT A
ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF
WIRELESS RONIN TECHNOLOGIES, INC.
Ms. Maryse Mills-Epenteng
Special Counsel
United States Securities and Exchange Commission
Page 4
Ms. Maryse Mills-Epenteng
Special Counsel
United States Securities and Exchange Commission
Page 5