-----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, QBjgLWssEtxsy/f/EVsF8mCLcbe5HIitqsBKv2OlAxi5bIMxIC1x75yL7+2eU3C9 22cyySwqIfQpE3N6OsnyiQ== 0001193125-06-126888.txt : 20060608 0001193125-06-126888.hdr.sgml : 20060608 20060608171323 ACCESSION NUMBER: 0001193125-06-126888 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060608 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20060608 DATE AS OF CHANGE: 20060608 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: 06894664 BUSINESS ADDRESS: STREET 1: 2100 SEAPORT BLVD. CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 650-480-8000 MAIL ADDRESS: STREET 1: 2100 SEAPORT BLVD. 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.htm FORM 8-K Form 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 earliest event reported) June 8, 2006

 

Openwave Systems Inc.

(Exact name of Registrant as specified in its charter)

 

 

Delaware   001-16073   94-3219054

(State or other jurisdiction

of incorporation)

   (Commission File Number)  

(IRS Employer

Identification No.)

 

2100 Seaport Boulevard  
Redwood City, CA   94063
(Address of principal executive offices)   (zip code)

Registrant’s telephone number, including area code: (650) 480-8000

 

Check the appropriate box below if the Form 8-k filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Section 7 - Regulation FD.

Item 7.01. Regulation FD Disclosure.

Openwave Systems, Inc. (the “Company”) announced that three shareholders have filed separate derivative lawsuits in the U.S. District Court in the Northern District of California and San Mateo County Superior Court, purportedly on behalf of the Company, against members of the Company’s board of directors and several current and former officers. The complaints, which were filed on May 26 and May 30, 2006, allege, among other things, that the defendants breached their fiduciary duties by authorizing, or failing to halt, the supposed back-dating of certain stock options. The complaints also claim that the Company issued false and misleading financial statements and proxy statements in 2002 through 2005 relating to alleged options back-dating.

The Company’s board of directors is reviewing the allegations in the complaints.

The Company does not intend to file further current reports on Form 8-K describing additional lawsuits, if any, which are based on allegations substantially similar to those contained in the complaints described herein.

The information furnished in this report in this item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

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/ GREG WRENN

Name:   Greg Wrenn
Title:   SVP & General Counsel

Date: June 8, 2006

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