DEFA14A 1 pal226112.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

 

Filed by the Registrant x

Filed by a Party other than the Registrant o

 

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

 

  OPENWAVE SYSTEMS INC.  

(Name of Registrant as Specified In Its Charter)

____________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

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Openwave Systems Inc. related the following materials beginning on January 17, 2007:

 

 

 


 

FOR IMMEDIATE RELEASE

 

DESPITE CONTINUED EFFORTS BY BOTH PARTIES, SETTLEMENT BETWEEN OPENWAVE AND HARBINGER CAPITAL PARTNERS NOT REACHED

 

Openwave’s Annual Meeting to be Held Today

 

Redwood City, Calif., January 17, 2007 – Openwave Systems Inc. (Nasdaq: OPWV), the leading provider of independent software products and services for the communications industry, today announced that despite the continued efforts of the Company’s Board of Directors and management team to resolve the proxy contest with Harbinger Capital Partners, a settlement had not been reached.

 

Throughout the day on January 16, 2007, members of Openwave’s Board and management team, including the non-executive Chairman of the Board, Bernard Puckett, continued their conversations with Harbinger and its director nominees that began over the weekend of January 13-15, 2007.

 

Bernard Puckett, non-executive Chairman of the Board of Openwave, said, “For the last four days, our Board and management team have in good faith tried to reach a mutually acceptable settlement with Harbinger and we are disappointed that we were unable to do so. We have benefited from the dialogue we have had with our stockholders over the last two weeks. We look forward to the input we will receive from stockholders at our annual meeting and to continuing the dialogue with our stockholders.”

 

The vote of Openwave stockholders is extremely important – no matter how many shares Openwave stockholders own. Stockholders are encouraged to vote by Internet and phone by following the instructions on their WHITE proxy card.

 

 



 

 

If Openwave stockholders have any questions about how to vote their shares or if they need assistance in voting their shares, please contact Openwave’s proxy solicitor, Georgeson Inc. toll-free at 866-909-6467.

 

Openwave’s Annual Meeting will be held on Wednesday, January 17, 2007, at 8:30 a.m. PST at the Company’s headquarters located at 2100 Seaport Boulevard, Redwood City, CA 94063. Stockholders of record as of November 27, 2006 are entitled to vote at the Annual Meeting.

 

About Openwave

 

Openwave Systems Inc. is the leading independent provider of software solutions that ignite mobility for the communications and media industries. Openwave empowers its customers to rapidly transform their business by sparking new revenue streams and market opportunities, building loyal subscriber communities and reducing operational costs. Openwave’s broad range of IP-based handset-to-network solutions enable the rapid launch of information, communication and entertainment services across networks and devices and include handset software, content delivery, adaptive messaging, location, music and video services. Openwave is a global company headquartered in Redwood City, California. For more information please visit www.openwave.com.

 

Cautionary Note Regarding Forward Looking Statements

 

This release contains forward-looking statements relating to expectations, plans or prospects for Openwave Systems Inc. that are based upon the current expectations and beliefs of Openwave’s management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. In particular, the following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: (a) the ability to make changes in business strategy, development plans and product offerings to respond to the needs of our current, new and potential customers, suppliers and strategic partners; (b) the ability to improve sales productivity; (c) the ability to continue to sell our existing products and enhancements; (d) the ability to develop and commercialize new products; (e) risks associated with the development and licensing of software generally, including potential delays in software development and technical difficulties that may be encountered in the development or use of our software; (f) increased global competition and pricing pressure on our products; (g) technological changes and developments; and (h) general risks of the Internet and wireless and wireline telecommunications sectors.

 

For a detailed discussion of these and other cautionary statements, please refer to the risk factors discussed in filings with the U.S. Securities and Exchange Commission ("SEC"), including but not limited to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2006, and any subsequently filed reports. All documents also are available through the SEC’s Electronic Data Gathering Analysis and Retrieval system (EDGAR) at www.sec.gov or from Openwave’s Web site at www.openwave.com.

 

 



 

 

Important Additional Information

 

The Company and certain other persons may be deemed participants in the solicitation of proxies from stockholders in connection with Openwave’s 2006 Annual Meeting of Stockholders. Information concerning such participants is available in the Company’s Proxy Statement filed with the Securities and Exchange Commission on December 8, 2006. Stockholders are advised to read the Company’s Proxy Statement and supplements thereto and other relevant documents when they become available, because they will contain important information. Stockholders may obtain, free of charge, copies of the Company’s Proxy Statement and any other documents filed by the Company with the SEC in connection with the 2006 Annual Meeting of Stockholders at the SEC’s website at http://www.sec.gov/ or by contacting the Company’s proxy solicitor Georgeson Inc. at 866-909-6467.

 

NOTE: Openwave is the trademark of Openwave Systems Inc. All other trademarks are the properties of their respective owners.

 

Contacts:

 

Investor Relations

Matthew Sherman

Mike Bishop

Joele Frank, Wilkinson Brimmer Katcher

investor@openwave.com

msherman@joelefrank.com

Tel: 650-480-4461

Tel: 212-355-4449

 

 

Public Relations

Sean O’Hara

Vikki Herrera

Georgeson Inc.

Vikki.Herrera@openwave.com

sohara@georgeson.com

Tel: 650-480-6753

Tel: 212-440-9800