sc13gza

0000950123-10-010847.txt : 20100210 0000950123-10-010847.hdr.sgml : 20100210 20100210125728 ACCESSION NUMBER: 0000950123-10-010847 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100210 DATE AS OF CHANGE: 20100210 GROUP MEMBERS: KENNETH A. GOLDBLATT GROUP MEMBERS: S SQUARED CAPITAL II MANAGEMENT, LLC GROUP MEMBERS: S SQUARED TECHNOLOGY PARTNERS, L.P. GROUP MEMBERS: SEYMOUR L. GOLDBLATT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OPENWAVE SYSTEMS INC CENTRAL INDEX KEY: 0001082506 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943219054 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57801 FILM NUMBER: 10587127 BUSINESS ADDRESS: STREET 1: 2100 SEAPORT BLVD. CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 650-480-8000 MAIL ADDRESS: STREET 1: 2100 SEAPORT BLVD. CITY: REDWOOD CITY STATE: CA ZIP: 94063 FORMER COMPANY: FORMER CONFORMED NAME: PHONE COM INC DATE OF NAME CHANGE: 19990504 FORMER COMPANY: FORMER CONFORMED NAME: UNWIRED PLANET INC DATE OF NAME CHANGE: 19990324 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: S Squared Technology, LLC CENTRAL INDEX KEY: 0001322924 IRS NUMBER: 010622776 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 515 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 421-2155 MAIL ADDRESS: STREET 1: 515 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 y82043lsc13gza.htm SC 13G/A sc13gza


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

Openwave Systems, Inc.

(Name of Issuer)

Common Stock; $.001 par value

(Title of Class of Securities)

683718308

(CUSIP Number)

December 31, 2009

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

þ		Rule 13d-1(b)

o		Rule 13d-1(c)

o		Rule 13d-1(d)

*		The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


1	NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only). S Squared Technology, LLC 01-0622776

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			6,881,400

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			-0-

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			6,881,400

WITH		8	SHARED DISPOSITIVE POWER:

			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	6,881,400

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	8.24%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IA


1	NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only). S Squared Capital II Management, LLC 20-1954431


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			4,032,800

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			-0-

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			4,032,800

WITH		8	SHARED DISPOSITIVE POWER:

			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	4,032,800

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	4.83%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IA


1	NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only). S Squared Technology Partners, L.P. 43-1991746


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			898,400

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			-0-

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			898,400

WITH		8	SHARED DISPOSITIVE POWER:

			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	898,400

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	1.08%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IA


1	NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only). Seymour L. Goldblatt


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		5	SOLE VOTING POWER:

NUMBER OF			11,812,600¹

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			-0-

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			11,812,600

WITH		8	SHARED DISPOSITIVE POWER:

			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	11,812,600

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	14.14%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

¹ Represents combined holdings of S Squared Technology, LLC, S Squared Capital II Management, LLC and S Squared Technology Partners, L.P. Seymour L. Goldblatt disclaims any beneficial ownership interest of the shares held by any funds for which S Squared Technology, LLC, S Squared Capital II Management, LLC or S Squared Technology Partners, L.P. acts as an investment adviser, except for that portion of such shares that relates to his economic interest in such shares, if any.


1	NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only). Kenneth A. Goldblatt


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		5	SOLE VOTING POWER:

NUMBER OF			11,812,600²

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			-0-

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			11,812,600

WITH		8	SHARED DISPOSITIVE POWER:

			-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	11,812,600

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	14.14%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

² Represents combined holdings of S Squared Technology, LLC, S Squared Capital II Management, LLC and S Squared Technology Partners, L.P. Kenneth A. Goldblatt disclaims any beneficial ownership interest of the shares held by any funds for which S Squared Technology, LLC, S Squared Capital II Management, LLC or S Squared Technology Partners, L.P. acts as an investment adviser, except for that portion of such shares that relates to his economic interest in such shares, if any.

Item 1.

	(a)		Name of Issuer: Openwave Systems, Inc.

	(b)		Address of Issuer’s Principal Executive Offices: 2100 Seaport Blvd. Redwood City, California 94063

Item 2.

	(a)		Name of Person Filing: This statement is filed on behalf of S Squared Technology, LLC (“SST”), S Squared Capital II Management, LLC (“SSCIIM”), both Delaware limited liability companies, S Squared Technology Partners, L.P. (“SSTP”), a Delaware limited partnership, and Seymour L. Goldblatt (“Seymour”) and Kenneth A. Goldblatt (“Kenneth”), both United States citizens. SST, SSCIIM and SSTP are registered investment advisers. Seymour is the President of each of SST, SSCIIM and SSTP and owns a majority of the interests in SST. Kenneth owns a majority of the interests in each of SSCIIM and SSTP. An agreement among SST, SSCIIM, SSTP, Seymour and Kenneth in writing to file this statement on behalf of each of them is attached as Exhibit A hereto. This statement relates to shares held for the accounts of multiple private investment funds for which SST, SSCIIM or SSTP acts as investment adviser.

	(b)		Address of Principal Business Office or, if none, Residence: 515 Madison Avenue, New York, NY 10022

	(c)		Citizenship: SST and LLC SSCIIM are both Delaware limited liability companies, SSTP is a Delaware limited partnership, and Seymour and Kenneth are both United States citizens

	(d)		Title of Class of Securities: Common Stock; $.001 par value.

	(e)		CUSIP Number: 683718308

Item 3.		SST, SSCIIM and SSTP are registered investments advisers. Seymour and Kenneth are control persons of SST, SSCIIM and SSTP

Item 4.		Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)		Amount beneficially owned: 11,812,600

	(b)		Percent of class: 14.14%

	(c)		Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 11,812,600

	(ii)		Shared power to vote or to direct the vote: -0-.

	(iii)		Sole power to dispose or to direct the disposition of: 11,812,600

	(iv)		Shared power to dispose or to direct the disposition of: -0-.

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d3(d)(1).

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

Instruction: Dissolution of a group requires a response to this item.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

The limited partners of (or investors in) each of private investment funds for which SST, SSCIIM or SSTP acts as investment adviser have the right to participate in the receipt of dividends from, and proceeds from the sale of, the shares held for the accounts of such funds in accordance with their respective limited partnership interest (or investment percentages) in such funds.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Item 8.		Identification and Classification of Members of the Group

If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.

Item 9.

Notice of Dissolution of Group

Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.

Item 10.

Certification

	(a)		The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):

			By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


	Dated: February 11, 2010

	S Squared Technology, LLC
	By:	/s/ Seymour L. Goldblatt
		Seymour L. Goldblatt
		President

	S Squared Capital II Management, LLC
	By:	/s/ Seymour L. Goldblatt
		Seymour L. Goldblatt
		President

	S Squared Technology Partners, L.P.
	By:	/s/ Seymour L. Goldblatt
		Seymour L. Goldblatt
		President


	/s/ Seymour L. Goldblatt
	Seymour L. Goldblatt



	/s/ Kenneth A. Goldblatt
	Kenneth A. Goldblatt

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

EXHIBIT INDEX

Exhibit A — Agreement among SST, SSCIIM, SSTP, Seymour and Kenneth to file this statement jointly on behalf of each of them.

EX-99.A 2 y82043lexv99wa.htm EX-99.A exv99wa

EXHIBIT A

AGREEMENT

JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13G and any future amendments thereto reporting each of the undersigned’s ownership of securities, and hereby affirm that such Schedule 13G is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.


	Dated:	February 11, 2010 New York, New York


	S Squared Technology, LLC
	By:	/s/ Seymour L. Goldblatt
		Seymour L. Goldblatt
		President

	S Squared Capital II Management, LLC
	By:	/s/ Seymour L. Goldblatt
		Seymour L. Goldblatt
		President

	S Squared Technology Partners, L.P.
	By:	/s/ Seymour L. Goldblatt
		Seymour L. Goldblatt
		President


	/s/ Seymour L. Goldblatt
	Seymour L. Goldblatt



	/s/ Kenneth A. Goldblatt
	Kenneth A. Goldblatt