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): December 2,
2009
VIRNETX
HOLDING CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-33852
|
77-0390628
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
| 5615 Scotts Valley Drive, Suite 110 Scotts Valley, CA | 95066 | |
| (Address of principal executive offices) | (Zip Code) |
(831)
438-8200
(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:
[_]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[_]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a -12)
[_]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d -2(b))
[_]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e -4(c))
Item
7.01. Regulation FD Disclosure.
On
December 2, 2009, VirnetX Holding Corporation (the “Company”) announced
that it had declared to the 3GPP (3rd
Generation Partnership Project) that its U.S. and international patents are or
may be essential to Long Term Evolution (LTE) and 4G wireless specifications.
The Company declared 23 patents and 28 applications that specifically pertain to
4G security standards. The 3GPP is standardizing next generation
wireless technology and brings together six standards organizations from North
America, Europe and Asia to publish mobile standards including LTE, GSM, GPRS
and W-CDMA and is responsible for maintaining a registry of Intellectual
Property Rights (IPR) declarations relevant to 3GPP standards that are submitted
through organizational partners such as European Telecommunications Standards
Institute (ETSI) and Alliance for Telecommunications Industry Standards
(ATIS).
The
Company believes that it will hold the majority of 4G essential patents related
to Series 33 specifications that define security standards for LTE/4G and is
prepared to license the use of its patents for incorporation into 4G related
products such as chips, smartphones, and laptop computers.
On
December 2, 2009 the Company issued a press release reporting the matters
described herein. A copy of the press release is furnished as Exhibit
99.1 to this report.
The
information contained in this report is furnished and not deemed to be filed for
purposes of Section 18 of the Securities and Exchange Act of 1934, as amended,
or otherwise subject to the liabilities of that section. The information in this
Current Report on Form 8-K shall not be incorporated by reference into any
filing or other document pursuant to the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference in such filing or
document.
Forward-Looking
Statements
Statements
in this report that are not statements of historical or current fact constitute
“forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties and other unknown factors that could cause the
actual results of the company to be materially different from the historical
results or from any future results expressed or implied by such forward-looking
statements. The forward-looking statements contained herein include, without
limitation, statements relating to the company’s ability to regain compliance
with the Exchange’s continued listing standards. In addition to
statements which explicitly describe risks and uncertainties, readers are urged
to consider statements labeled with the terms “may,” “believes,” “belief,”
“expects,” “intends,” “anticipates,” “will seek to,” or “plans” to be uncertain
and forward-looking. The forward-looking statements contained herein are also
subject to all of the other risks and uncertainties that are described from time
to time under the heading “Risk Factors” in the company’s reports filed with the
Securities and Exchange Commission, most recently in the company’s Annual Report
on Form 10-K filed on March 31, 2009 and the company’s Quarterly Report on Form
10-Q filed on November 9, 2009.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press
Release of VirnetX Holding Corporation dated December 2, 2009.
2
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.
| VIRNETX HOLDING CORPORATION | |||
|
Date:
December 2, 2009
|
By:
|
/s/ Kendall Larsen | |
| Name: Kendall Larsen | |||
| Title: Chief Executive Officer | |||
3
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
99.1
|
Press
Release issued by VirnetX Holding Corporation on December 2,
2009
|
4
Exhibit 99.1
VirnetX
Declares Essential Patents for 4G Security
Leadership
in Security Sector Greatly Expands Licensing Opportunities
SCOTTS
VALLEY, Calif. – December 2, 2009 – VirnetX Holding Corporation (NYSE Amex:
VHC), a secure real-time communications and collaboration technology company,
today announced that it has declared to the 3GPP (3rd
Generation Partnership Project) that its U.S. and international patents are or
may be essential to Long Term Evolution (LTE) and 4G wireless specifications.
The Company declared 23 patents and 28 applications that specifically pertain to
4G security standards.
VirnetX
believes it will hold the majority of 4G essential patents related to Series 33
specifications that define security standards for LTE/4G and is prepared to
license the use of its patents for incorporation into 4G related products such
as chips, servers, smartphones, laptop computers, etc.
“Declaring
our patents as essential to 4G is a significant complement to our already active
licensing model,” said Kendall Larsen, VirnetX CEO and
President. “This declaration opens the door today for hundreds of
companies to license from us as they prepare for 4G. In addition, we
believe that VirnetX not only holds the majority of security patents for 4G but
also the most important.”
“Aberdeen’s
benchmark research confirms the insatiable demand for mobile bandwidth, from
both enterprise end-users and consumers, for the convenience of accessing data
in every imaginable format,” said Derek E. Brink, vice president and research
fellow for IT security, Aberdeen Group. “As the massive transition from 3G to
LTE/4G plays out over the next several years to meet this demand, essential 4G
patent holders hope to realize a significant potential revenue stream from both
upgrades and new equipment. VirnetX, by declaring its patents are or may be
essential for security specifications as outlined by the 3GPP, sits in the
trajectory of this transition and by doing so is positioning itself to do
business with virtually every company transitioning to 4G.”
The 3GPP
is standardizing next generation wireless technology and brings together six
standards organizations from North America, Europe and Asia to publish mobile
standards including LTE/4G, GSM, GPRS and W-CDMA and is responsible for
maintaining a registry of Intellectual Property Rights (IPR) declarations
relevant to 3GPP standards that are submitted through organizational partners
such as European Telecommunications Standards Institute (ETSI) and Alliance for
Telecommunications Industry Standards (ATIS). For more information
about the 3GPP and its members go to www.3gpp.org
About
VirnetX
VirnetX Holding Corporation, a secure
real-time communications and collaboration technology company, is engaged in
commercializing its patent portfolio by developing a licensing program, as well
as developing software products designed to create a secure environment for
real-time communications such as instant messaging and Voice over Internet
Protocol. The Company’s patent portfolio includes over 48 U.S. and
international patents and pending applications which specifically cover the
Company’s unique GABRIEL Connection Technology. For more information, please
visit www.virnetx.com
Safe
Harbor Agreement
Statements
in this press release that are not statements of historical or current fact
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve known and unknown risks, uncertainties and other unknown factors that
could cause the actual results of the Company to be materially different from
the historical results or from any future results expressed or implied by such
forward-looking statements. In addition to statements which explicitly describe
such risks and uncertainties, readers are urged to consider statements labeled
with the terms "believes," "belief," "expects," "intends," "anticipates," or
"plans" to be uncertain and forward-looking. The forward-looking statements
contained herein are also subject generally to other risks and uncertainties
that are described from time to time in the Company’s reports and registration
statements filed with the Securities and Exchange Commission, including those
under the heading "Risk Factors" in the Company's Annual Report on Form 10-K
filed with the SEC on March 31, 2009 and most recently in the Company’s
Quarterly Report on Form 10-Q filed with the SEC on November 9,
2009.
Contact:
Greg
Wood
VirnetX
Holding Corporation
831.438.8200
greg_wood@virnetx.com