8-K

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): August 1, 2001

OPENWAVE SYSTEMS INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-25687	94-3219054
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1400 Seaport Boulevard
Redwood City, CA 94063
(Address of principal executive offices)

Registrant’s telephone number:
(650) 480-8000

TABLE OF CONTENTS

	Item 5. Other Events
	Item 7. Exhibits
SIGNATURE
EXHIBIT 99.1

Item 5. Other Events

Openwave Systems Inc. (“Openwave”) Announces Option Exchange Program for Employees

     On August 1, 2001, Openwave’s Chief Executive Officer announced that Openwave will implement an option exchange program, whereby employees will be offered the opportunity to exchange stock options previously granted for new options to purchase the same class of shares. The exercise price of the old options will determine the number of shares that will be subject to the new options. Generally, old options with a higher exercise price will be replaced with new options to acquire a lesser number of shares than the surrendered old options. Old options with a lower exercise price will be replaced by new options to acquire up to the same number of shares that were subject to the old option. The new options will be granted between six months and one day and seven months after the date the old options are cancelled. The exercise price of the new options will be the closing market price of Openwave’s common stock on NASDAQ on the grant date of the new options. The exchange offer will not be available to Openwave’s Chief Executive Officer or to the members of its Board of Directors.

     Due to a decline in Openwave’s stock price from previous levels, along with the stock prices of companies in the technology industry in general, Openwave determined that the options covered by the exchange program were no longer adequate to provide (1) a satisfactory incentive to enhance shareholder value or (2) the retentive value needed in today’s employment market.

     The exchange offer will be open for a twenty business day period after the formal offering documents are filed with the Securities and Exchange Commission. Employees may change or withdraw their election to exchange options at any time prior to the end of the offering period. In order to receive new options, an employee must remain employed until the new grant date.

     In addition, the information set forth in the Registrant’s news release dated August 1, 2001 (attached hereto as Exhibit 99.1) is incorporated herein by reference to such news release.

Item 7. Exhibits

Designation of
Exhibit in
This Report	Description of Exhibit
99.1	Openwave news release dated August 1, 2001

2

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 hereunto duly authorized.

August 1, 2001	OPENWAVE SYSTEMS INC.
	By:	/s/ Steve Peters
		Steve Peters Vice President, General Counsel, and Secretary

3 EX-99.1 3 f74557ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

[OPENWAVE LETTERHEAD]

For Immediate Release

OPENWAVE ANNOUNCES STOCK OPTION
EXCHANGE PROGRAM FOR EMPLOYEES

REDWOOD CITY, Calif. — August 1, 2001 — Openwave Systems Inc. (Nasdaq: OPWV), the worldwide leader of open IP-based communication infrastructure software and applications, today announced that its Board of Directors has approved a voluntary stock option exchange program for its employees.

Under the program, Openwave employees will be given the opportunity to voluntarily cancel unexercised vested and non-vested stock options previously granted to them in exchange for replacement stock options at a future date. Depending on the original exercise price of the stock options, the replacement options will be for the same number, at most, or a fewer number of shares than the cancelled options. The replacement stock options will be granted with an exercise price equal to the fair market value of OPWV stock on the date of grant, which will be between six months plus one day and seven months after the option cancellation date of September 11, 2001.

“Stock Options are a long-term incentive program to help align employees with the long-term growth and value of the company,” said Don Listwin, Openwave CEO and Chairman of the Board. “We are optimistic about our market opportunity and confident in our ability to execute. This stock option exchange program is designed to motivate our talented employees to continue to deliver great results and share in Openwave’s long-term success.”

The exchange program has been designed to comply with the FASB Interpretation No. 44 “Accounting for Certain Transactions Involving Stock Compensation” and accordingly, the Company does not expect that there will be any variable compensation charges as a result of

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Page 2 of 2 — Openwave Stock Exchange Program

this stock option exchange program. The Chairman and non-employee Board Members of the Company are not eligible to participate in this program.

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.

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 and the Middle East including Asia; (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 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; (d) the ability to successfully partner with other companies; (e) competition and technological changes and developments; and (f) 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 Quarterly Report on Form 10-Q for the quarters ended December 31, 2000 and March 31, 2001, Phone.com’s and Software.com’s most recently filed Annual Reports on Form 10-K, and Phone.com’s registration statement on Form S-4 as filed on October 10, 2000. 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.

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Openwave and the Openwave logo are trademarks of Openwave Systems Inc. All other trademarks are the properties of their
respective owners.

For more information please contact:

Openwave Systems Inc.
Alexandrea Todd
650.480.4346
alexandrea.todd@openwave.com

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EX-99.1

ex99-1