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


                               September 4, 2003
                       (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 and Required FD Disclosure.

         On September 4, 2003, Openwave Systems Inc. issued the press release
attached hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 7.    Financial Statements, Pro Forma Financial Information and Exhibits.

   99.1    Press Release issued by Openwave Systems Inc. on September 4, 2003.




                                   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/  Steve Peters
                                              ---------------------------------
                                      Name:   Steve Peters
                                      Title:  Senior Vice President, Chief
                                              Administrative and Legal Officer

Date: September 4, 2003




                                 EXHIBIT INDEX

Exhibit No.                         Description
- -----------                         -----------

   99.1      Press Release issued by Openwave Systems Inc. on September 4, 2003.

EX-99

                                                                  EXHIBIT 99.1

                        OPENWAVE SYSTEMS INC. ANNOUNCES
                          PRICING OF PRIVATE OFFERING
                       OF CONVERTIBLE SUBORDINATED NOTES


REDWOOD CITY, CALIF. - SEPTEMBER 4, 2003 - Openwave Systems Inc. (Nasdaq:
OPWV) today announced the pricing of a private offering of $135,000,000 of its
2.75% convertible subordinated notes due 2008. The offering has been made only
to qualified institutional buyers in accordance with Rule 144A under the
Securities Act of 1933. Openwave has granted the initial purchaser a 30-day
option to purchase up to an additional $15,000,000 of notes. The offering is
expected to close September 9, 2003, subject to customary closing conditions.

Each note will be convertible at any time at the holder's option at a
conversion price of $6.13 per share, which is equal to a conversion rate of
163.1321 shares per $1,000 principal amount of notes, subject to adjustment in
certain circumstances. Openwave expects to use approximately $11 million of
the net proceeds to purchase a portfolio of U.S. government securities that
will be pledged to secure the payment of the first six scheduled interest
payments on the notes. Openwave intends to use the remaining net proceeds from
the offering for additional working capital and other general corporate
purposes, including potential acquisitions or strategic investments. Openwave
has no specific agreements or commitments, and is not currently engaged in any
negotiations, for any material acquisitions or strategic investments.

Each holder of the notes will have the right to require Openwave to repurchase
its notes upon the occurrence of specified change in control events. In
addition, Openwave will have the right to redeem the notes for cash after a
specified date in 2006 if the price of Openwave's common stock exceeds a
specified threshold.

The notes and the shares of common stock issuable upon conversion of the notes
have not been registered under the Securities Act or any other securities
laws. Unless they are registered, the notes and the shares of common stock
issuable upon conversion of the notes may be offered and sold only in
transactions that are exempt from registration under the Securities Act and
any other applicable securities laws.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This release contains forward-looking statements relating to expectations,
plans or prospects for Openwave, including those relating to whether or not
Openwave will consummate the offering and the anticipated use of proceeds of
the offering. These statements 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. For a detailed discussion of
these risks and uncertainties, please refer to the risk factors and other
cautionary statements discussed in the Openwave's filings with the U.S.
Securities and Exchange Commission.

                                     # # #

Openwave and the Openwave logo 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.

INVESTORS
Josh Pace
+1 650 480 4999

PRESS
Candace Locklear
+1 650 480 4316