0001012870-01-501898.txt : 20011008 0001012870-01-501898.hdr.sgml : 20011008 ACCESSION NUMBER: 0001012870-01-501898 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010917 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010918 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: 1739347 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 d8k.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 September 17, 2001 (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 Identification No.) organization)
1400 Seaport Boulevard Redwood City, CA (Address of principal executive offices) 94063 (zip code) (650) 480-8000 (Registrant's telephone number, including area code) Item 5. Other Events. On September 17, 2001, Openwave Systems Inc. (the "Company") issued a press release announcing a stock repurchase program. A copy of the press release issued by the Company on September 17, 2001 concerning the program is filed herewith as Exhibit 99.1 and is incorporated herein by reference. Item 7. Exhibits. 99.1 Press Release, dated September 17, 2001. 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: Senior Vice President, Corporate Affairs and Chief Financial Officer Date: September 17, 2001 EXHIBIT INDEX Exhibit Description ------- ----------- 99.1 Press Release, dated September 17, 2001. EX-99.1 3 dex991.txt PRESS RELEASE DATED SEPTEMBER 17, 2001 Exhibit 99.1 [Openwave Systems Inc. Letterhead] OPENWAVE ANNOUNCES STOCK REPURCHASE PROGRAM REDWOOD CITY, Calif. - September 17, 2001 - Openwave Systems Inc. (Nasdaq: OPWV), today announced that its board of directors has authorized a stock repurchase program of up to 5 million shares. As of September 17, 2001, Openwave has approximately 172 million shares outstanding. The program is effective immediately and has been authorized for up to one year, subject to reconsideration by the Board of Directors. Any purchases under Openwave's stock repurchase program may be made in the open market, in privately negotiated transactions, or through the use of derivative securities. Depending upon market conditions and other factors, purchases under this program may be commenced or suspended at any time or from time-to-time without prior notice. 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, the Middle East, and 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) competition and technological changes and developments; (e) general risks of the Internet and wireless and wireline telecommunications sectors; and (e) 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 Openwave's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2001, and December 31, 2000, 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 with the SEC 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. # # # Openwave and the Openwave logo are trademarks of Openwave Systems Inc. For more information please contact: Openwave Systems Inc. Alexandrea Todd Openwave Systems Inc. 650.480.4346 alexandrea.todd@openwave.com 2