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."