-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HMW61gNfYPiu0RAV/GkqJ86d/cpFqv7SgdYc4SjNE5OuS5aZhzfxMaOhh1wrVgyu 4+GiyKQekAWJ5k+do6xfPg== 0000891618-02-002653.txt : 20020531 0000891618-02-002653.hdr.sgml : 20020531 20020531135225 ACCESSION NUMBER: 0000891618-02-002653 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020528 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020531 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16073 FILM NUMBER: 02667587 BUSINESS ADDRESS: STREET 1: 800 CHESAPEAKE DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 6505620200 MAIL ADDRESS: STREET 1: 800 CHESAPEAKE DRIVE 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 8-K 1 f82090e8vk.txt FORM 8-K 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 MAY 28, 2002 (Date of earliest event reported) OPENWAVE SYSTEMS INC. (Exact name of Registrant as specified in its charter) Delaware 000-25687 94-3219054 (State of incorporation or (Commission File No.) (IRS Employer organization) Identification No.)
1400 Seaport Boulevard Redwood City, CA 94063 (Address of principal executive offices) (650) 480-8000 (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS. On May 28, 2002, Openwave Systems Inc. (the "Company") agreed to acquire certain technology from Ellipsus Systems, Inc. ("Ellipsus"). The Company will pay approximately $17.5 million consisting primarily of common stock of the Company and the remaining portion consisting of cash for the certain technology and related assets of Ellipsus. A copy of the related press release is attached to this Current Report on Form 8-K as Exhibit 99.1. On May 28, 2002, the Company executed a definitive agreement to acquire SignalSoft Corporation ("SignalSoft") in a transaction with a total equity value of approximately $59 million. SignalSoft develops and distributes software applications for both commercial and emergency (E911) location-based services. To effect the transaction, the Company will commence a tender offer for all of SignalSoft's outstanding common stock at a price of $2.26 per share. SignalSoft stockholders holding approximately 30% of the outstanding shares of SignalSoft have entered into a Stockholders Agreement pursuant to which they have agreed to tender their shares into the Company's offer. The acquisition is expected to close in the third calendar quarter of 2002. A copy of the related press release is attached to this Current Report on Form 8-K as Exhibit 99.2. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. 99.1 Press Release issued by Openwave Systems Inc., dated May 29, 2002, entitled "Openwave Acquires Ellipsus Technology to Deliver Comprehensive Download Management Solution." 99.2 Press Release issued by Openwave Systems Inc., dated May 29, 2002, entitled "Openwave to Acquire SignalSoft to Expand Portfolio of Mobile Data Services." 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, thereto duly authorized. OPENWAVE SYSTEMS INC. By: /s/ ALAN J. BLACK --------------------------------------- Name: Alan J. Black Title: Chief Financial Officer and Senior Vice President, Corporate Affairs Date: May 30, 2002 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Press Release issued by Openwave Systems Inc., dated May 29, 2002, entitled "Openwave Acquires Ellipsus Technology to Deliver Comprehensive Download Management Solution." 99.2 Press Release issued by Openwave Systems Inc., dated May 29, 2002, entitled "Openwave to Acquire SignalSoft to Expand Portfolio of Mobile Data Services."
EX-99.1 3 f82090exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE OPENWAVE ACQUIRES ELLIPSUS TECHNOLOGY TO DELIVER COMPREHENSIVE DOWNLOAD MANAGEMENT SOLUTION OPENWAVE'S PLATFORM WILL ENABLE MOBILE OPERATORS TO REALIZE NEW SERVICE REVENUE STREAMS FROM DOWNLOAD OF JAVA APPLICATIONS AND MULTIMEDIA CONTENT REDWOOD CITY, Calif. -- May 29, 2002 -- Openwave Systems Inc. (Nasdaq: OPWV), the worldwide leader of open IP-based communication infrastructure software and applications, today announced that it has acquired technology from Ellipsus Systems, Inc. to extend its download management solution to include the delivery of Java applications including games and multimedia content. Ellipsus builds and markets infrastructure software for deploying and managing applications on mobile devices. As a result of this acquisition, Openwave will enhance its download management software capabilities to include Java application downloads. This will enable mobile operators to successfully manage the complete content and service delivery value chain, from content sourcing, digital rights management, pricing and billing to the technical complexity of downloading to a myriad of handset types. The Ellipsus solution manages the download transaction and allows operators to focus on maximizing the revenue opportunities rather than the technical implementation. The acquisition was structured as an asset purchase. Under the agreement, Openwave will pay approximately $17.5 million, consisting primarily of Openwave stock and the remaining portion consisting of cash for the Ellipsus technology and related assets. "We are very excited about the opportunity to contribute to the Openwave success story," said Rikard Kjellberg, CTO and co-founder of Ellipsus Systems. "Ellipsus' Java download technology is a natural extension of Openwave's leading mobile offering. Operators will now be able to efficiently manage the relationship with third party content suppliers, the quality assurance process and delivery of content to mobile consumers." The flexible architecture of the Ellipsus download technology allows operators to efficiently deploy and realize immediate value from new data services for the mobile user. These new data services include applications like games and multimedia content such as ring tones and images, which directly drive revenue and adoption of mobile data services. "Java technology enables developers, carrier and handset manufacturers to rapidly deliver a range of applications and services by providing a single, complete, scalable and secure platform," said Tracey Stout, vice president of marketing, Java and XML Software, Sun Microsystems. "Sun is pleased with Openwave's continued commitment to Java and its desire to provide mobile operators a valuable new opportunity to deliver content rich solutions to their customers." "We believe that Java is a key enabler of rich application services that will drive mobile data services going forward," said Michel Quazza, vice president of Product Management for Openwave. "With over 200 million Java capable handsets expected to hit the worldwide market by 2003, we're committed to ensuring that operators and content developers are poised to deliver the best user experience possible." Ellipsus' early advances in developing technology for J2ME (Java 2 Platform Micro Edition) MIDlet delivery led Sun Microsystems to select Ellipsus as the reference implementation of the Java Vending Machine. Sun has implemented Ellipsus' solutions in demo centers in Menlo Park, California, and Stockholm, Sweden. Openwave and Ellipsus have demonstrated their expertise in media downloads through participation in standards bodies including the Java Community Process (JCP), WAP Forum, and 3GPP. ABOUT OPENWAVE Openwave Systems Inc. (Nasdaq: OPWV) is the worldwide leader of open IP-based communication infrastructure software and applications. 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 successfully integrate acquired technology; (b) competition and technological changes and developments, including the potential emergence of new or superior technology; (c) 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; (d) 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 the Company's software; (e) the ability to successfully partner with other companies; (f) general risks of the Internet and wireless and wireline telecommunications sectors; and (g) the current uncertain and depressed economic environment in the telecommunications sector and the potential that such sector's economic condition could deteriorate further. 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, 2001 and the Company's quarterly reports on Form 10-Q for the quarters ended September 30, 2001, December 31, 2001, and March 31, 2002. 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. The Company assumes no obligation to update the forward-looking statements included in this document. # # # Openwave, the Openwave logo and Services OS are trademarks and or registered trademarks of Openwave Systems Inc. All other trademarks are the properties of their respective owners. FOR MORE INFORMATION PLEASE CONTACT: OPENWAVE SYSTEMS INC. OPENWAVE (EUROPE) LIMITED Heidi Flato Chris Cartwright Openwave Bite Communications Ltd. +1 650 480 7895 +44 20 8600 6729 heidi.flato@openwave.com chrisc@bitecomm.co.uk
EX-99.2 4 f82090exv99w2.txt EXHIBIT 99.2 EXHIBIT 99.2 FOR IMMEDIATE RELEASE OPENWAVE TO ACQUIRE SIGNALSOFT TO EXPAND PORTFOLIO OF MOBILE DATA SERVICES ACQUISITION WILL ADD COMPLEMENTARY TECHNOLOGY AND EXPERTISE IN LOCATION-BASED SERVICES REDWOOD CITY, CALIF. -- MAY 29, 2002 -- Openwave Systems Inc. (Nasdaq: OPWV), the worldwide leader of open communication infrastructure software and applications, today announced the execution of a definitive agreement to acquire SignalSoft(R) Corporation, (Nasdaq: SGSF), for $2.26 per share in cash. SignalSoft, the developer of the Wireless Location Services(R) software suite, is a worldwide leader in software applications for both commercial and emergency (E911) location-based services. Location information allows consumers to receive information and content via their mobile phone based on their current location and provides mobile operators the ability to offer revenue-generating and safety services. SignalSoft has more location-based services deployed worldwide than any other software infrastructure vendor. SignalSoft's services include: - Wireless Location Services is a portfolio of location services, including Location Manager(TM), a location gateway, and Location Studio(TM), SignalSoft's privacy and authentication middleware. - SignalSoft also offers applications such as the FriendFinder(TM) solution, which enables users to see the location of their friends, families and co-workers quickly and easily. SignalSoft's IN Location(TM) application allows subscribers to use their mobile phones to find businesses or services, such as nearby ATMs, restaurants, theaters, express mail offices and more. - SignalSoft's SafetyFirst(TM) solution helps consumers who are calling emergency services on their mobile phone, by locating the mobile caller and routing the call to the closest public safety answering point, such as a fire or police station. "SignalSoft has developed leading location-based technology, which expands the richness and breadth of Openwave's Multi Service Platform and mobile messaging solutions," said Don Listwin, chairman, president and chief executive officer of Openwave. "The combination of SignalSoft's technology with Openwave's leadership in mobile and messaging software and strong customer base will provide the broadest industry solution to accelerate communication service providers' transition to voice and data oriented revenue streams." "Openwave, as the leader in the mobile internet, is the natural home for SignalSoft's Wireless Location Services," said David Hose, president and chief executive officer of SignalSoft. "I believe this combination will bring benefits, in terms of scale and integration, to our mobile operator customers as they invest in location services for their subscribers." Rich Market Opportunity for Openwave, Operators and Developers This acquisition will best position Openwave and its customers to capture demand for location-based services. Ovum predicts in its "Wireless Internet Business Models" report from February 2002 that there will be 385 million location-based users worldwide by the year 2006, generating nearly $11 billion in location related revenues (includes transaction value of goods associated with m-commerce and spending related to location based advertising). Of this, $4 billion will accrue to operators for information, location tracking, call routing, m-commerce and advertising services. The addition of SignalSoft to Openwave will significantly extend the capabilities that will enable the wireless application developer community to develop a richer and more integrated set of applications. Meeting Mobile Operators Needs As separate companies, SignalSoft and Openwave already serve many of the leading mobile operators worldwide. Openwave currently services more than 85 mobile Communication Service Providers worldwide. Working as one company, SignalSoft and Openwave intend to deepen relationships with these many joint customers as well as expand relationships to serve virtually all major operators, in combination with existing and new integration partners. Financial Terms and Schedule Under the terms of the definitive agreement, Openwave will acquire SignalSoft for a total equity value of approximately $59 million in cash. Openwave will utilize SignalSoft's currently existing cash of approximately $45 million to help finance the transaction. To effect the transaction, Openwave will commence a tender offer for all of SignalSoft's outstanding common stock at a price of $2.26 per share. The acquisition is expected to close in the third calendar quarter of 2002. The transaction is subject to certain conditions, including there being validly tendered (and not withdrawn) at least two-thirds of SignalSoft's outstanding shares on a fully-diluted basis, expiration or termination of the Hart-Scott-Rodino waiting period and other customary conditions contained in the merger agreement. SignalSoft shareholders holding approximately 30% of the outstanding shares of SignalSoft have entered into a Stockholder Agreement pursuant to which they have agreed to tender their shares into Openwave's offer. Conference Call Information An investor conference call has been scheduled for Wednesday, May 29, 2002 at 6:00 a.m. Pacific time, 9:00 a.m. Eastern time. Interested parties may dial into the conference call by dialing (888) 276-9998, International Number: (612) 332-0342. A live webcast of the call will also be available on Investor section of Openwave's website at: http://investor.openwave.com/medialist.cfm. ABOUT SIGNALSOFT CORP. SignalSoft(R) Corp. (Nasdaq: SGSF) offers mobile operators worldwide the software products and solutions needed to effectively implement location-based services. The company's Wireless Location Services(R) software suite provides operators the ability to deliver new services to their subscribers, differentiate their offerings, increase revenues, reduce churn and build subscriber loyalty. Some of the largest U.S. mobile operators, including AT&T Wireless, Cingular, Sprint PCS and VoiceStream, and leading operators in Europe, such as Cegetel/SFR, Libertel-Vodafone, Orange and Telia, use SignalSoft's products. Founded in 1995, SignalSoft is headquartered in Boulder, Colo., USA, with offices in Sweden and the United Kingdom. For more information visit the company's Web site at www.signalsoftcorp.com. SignalSoft(R) and Wireless Location Services(R) are federally registered trademarks of SignalSoft Corporation. Location Manager, Location Studio, FriendFinder, IN Location and SafetyFirst are trademarks of SignalSoft or its subsidiaries. SignalSoft stockholders are urged to read the relevant tender offer documents and solicitation/recommendation statement when they become available because they will contain important information that stockholders should consider before making any decision regarding tendering their shares. ABOUT OPENWAVE Openwave Systems Inc. (Nasdaq: OPWV) is the worldwide leader of open IP-based communication infrastructure software and applications. Openwave is a global company headquartered in Redwood City, California. For more information, please visit www.openwave.com. CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS SIGNALSOFT This press release may contain forward-looking statements that are subject to risks and uncertainties. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, delay in product development, general business conditions in the industry, changes in demand for products, the timing and amount or cancellation of orders and other risks detailed from time to time in SignalSoft's filings with the Securities and Exchange Commission. OPENWAVE 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 realize our strategic objectives by taking advantage of market opportunities in the Americas, Europe including the Middle East, and the Asia Pacific region; (b) 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; (c) risks associated with the success of the GSM Association's Mobile Service Initiative; (d) 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 the Company's software; (e) the ability to manage the Company's growth; (f) the ability to continue to obtain qualified, experienced employees; (g) the ability to successfully partner with other companies; (h) the ability to acquire additional companies and technologies and integrate such acquisitions, such as the acquisition of SignalSoft; (i) competition and technological changes and developments; (j) general risks of the Internet and wireless and wireline telecommunications sectors; and (k) the uncertain economic and political climate in the United States and throughout the rest of the world and the potential that such climate may deteriorate further. 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, 2001 and the Company's quarterly reports on form 10-Q for the quarters ended September 30, 2001, December 31, 2001 and March 31, 2002. All documents also are available through the SEC's Electronic Data Gathering Analysis and Retrieval system (EDGAR) at www.sec.gov and from Openwave's Web site at www.openwave.com. The Company assumes no obligation to update the forward-looking statements included in this document. ADDITIONAL INFORMATION This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of SignalSoft. At the time the expected offer is commenced, Openwave will file tender offer materials with the U.S. Securities and Exchange Commission and SignalSoft will file a solicitation/recommendation statement with respect to the offer. The tender offer materials (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information, which should be read carefully before any decision is made with respect to the offer. The offer to purchase, the related letter of transmittal and certain other offer documents, as well as the solicitation/recommendation statement, will be made available to all stockholders of SignalSoft at no expense to them. The tender offer materials (including the offer to purchase, the related letter of transmittal and all other documents filed with the Commission) and the solicitation/recommendation statement will also be available for free at the Commission's website at www.sec.gov and at Openwave's website at www.openwave.com. # # # Openwave, the Openwave logo and Services OS are trademarks and or registered trademarks of Openwave Systems Inc. All other trademarks are the properties of their respective owners. FOR MORE INFORMATION PLEASE CONTACT: OPENWAVE SYSTEMS INC. OPENWAVE (EUROPE) LIMITED SIGNALSOFT CORPORATION Michele Landry Chris Cartwright Ali Heine Openwave Bite Communications Ltd. SignalSoft Corp. +1 650 480 4622 +44 20 8600 6729 +1 303 381 3189 Michele.landry@openwave.com chrisc@bitecomm.co.uk aheine@signalsoftcorp.com
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