-----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, PysnevhHkr3W0FiIfULiDz/p9Krf4cWHGM3Mv7+ITMAo5qG1LX2q8tNj8IJYTnJA snfaqG7cVWgzaWYISrH1vg== 0001193125-06-183673.txt : 20060831 0001193125-06-183673.hdr.sgml : 20060831 20060831164250 ACCESSION NUMBER: 0001193125-06-183673 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20060825 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Cost Associated with Exit or Disposal Activities ITEM INFORMATION: Material Impairments ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060831 DATE AS OF CHANGE: 20060831 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: 061068876 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) August 25, 2006

 


Openwave Systems Inc.

(Exact name of Registrant as specified in its charter)

 


 

Delaware   001-16073   94-3219054

(State of incorporation

or organization)

  (Commission File No.)  

(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))

 



Item 1.01 Entry into a Material Definitive Agreement.

On August 31, 2006, pursuant to the press release furnished as Exhibit 99.1 hereto, Openwave Systems, Inc. (the “Company”) announced that it had entered into a Severance and Release Agreement (the “Severance Agreement) with Steve Peters, the Company’s Chief Administrative Officer, effective August 25, 2006. The Severance Agreement provides for Mr. Peters’ resignation as the Company’s Chief Administrative Officer effective September 30, 2006. The Severance Agreement also provides that, from October 1, 2006 until December 23, 2006 (“Transition Period”), Mr. Peters will continue to serve as a part-time employee advisor. During the Transition Period, Mr. Peters is entitled to receive twenty percent (20%) of his current salary and will continue to vest in his outstanding options and restricted stock as well as continue to be eligible for standard benefits available to full-time Openwave employees, including without limitation healthcare insurance, vacation accrual, life insurance, and disability insurance. During the Transition Period, Mr. Peters will not be eligible to participate in the Company’s Corporate Incentive Plan.

Pursuant to the Severance Agreement and provided that Mr. Peters executes all necessary documentation, on December 31, 2006, the Company agrees to: 1) pay Mr. Peters three hundred thousand dollars ($300,000 ); 2) accelerate the vesting of 80,232 shares of previously granted restricted stock; 3) continue to provide Mr. Peters, at the Company’s expense, medical, dental and vision insurance benefit coverage in coordination with COBRA for a period of twelve (12) months; and 4) allow Mr. Peters to retain the Company cellular telephone and laptop computer.

Except as set forth therein, the Severance Agreement supersedes all prior employment agreements between the Company and Mr. Peters. The foregoing description is qualified in its entirety by the terms of the Severance Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

The Severance Agreement supersedes the Amended and Restated Employment Terms Letter Agreement by and between the Company and Steve Peters dated October 4, 2004 and all other agreements, plans, programs, policies, and arrangements relating to the terms of Mr. Peters’ employment with the Company. The material terms of the Severance Agreement are described under Item 1.01 above and incorporated by reference into this Item 1.02.

Item 2.05 Costs Associated with Exit or Disposal Activities.

On August 31, 2006, the Company announced its restructuring plan to better align the Company’s resources among its operational groups and reduce the numbers of layers of management between customers and field and product organizations (the “Restructuring Plan”). The press release describing the Restructuring Plan is furnished as Exhibit 99.1 hereto. The Company expects to incur approximately $8.5 to $10.0 million in pre-tax restructuring and related charges associated with this Restructuring Plan and accelerated depreciation of abandoned assets to be recognized over the four months ending December 31, 2006. Included in the restructuring and other charges are approximately $5.5 to $6.5 million related to employee termination benefits and approximately $1.6 to $2.1 million in stock compensation expense related to employee termination benefits. Additionally, the company expects to incur approximately $1.4 million related to accelerated depreciation of abandoned assets.

The Company expects to complete the activities related to the Restructuring Plan by September 30, 2006. These associated charges are expected to be recorded in the Company’s fiscal first and second quarter results.

The estimated pre-tax restructuring and related charges of approximately $5.5 to $6.5 million represents the Company’s estimate of future cash outlays for employee termination benefits. The estimated charges of $1.6 to $2.1 million and $1.4 million associated with stock compensation expense and accelerated depreciation, respectively, represent non-cash charges. The activities related to the Restructuring Plan and other actions are expected to reduce up to $2.0 million in future quarterly personnel and facilities expenses.


Item 2.06 Material Impairments.

The Company has abandoned certain financial system-related assets in favor of alternative systems that management believes will be more efficient. The discussion appearing above under Item 2.05 regarding the impairment of abandoned assets is hereby incorporated by reference in response to this Item 2.06.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

As part of a transition of duties, the Company and Al Snyder, the Company’s Chief Operating Officer, have agreed that effective immediately, Mr. Snyder is no longer the Company’s principal operating officer. David Peterschmidt, the Company’s President and Chief Executive Officer, will act as the Company’s principal operating officer. Mr. Peterschmidt currently serves as the Company’s principal executive officer as well. In addition, Mr. Snyder has indicated that he intends to resign from the Company effective January 1, 2007.

Item 9.01 Financial Statements and Exhibits.

 

10.1   Agreement between Steve Peters and Openwave, Inc. effective August 25, 2006
99.1   Press release dated August 31, 2006

Exhibit 99.1 is being furnished to the Securities and Exchange Commission (“SEC”) and shall not be deemed filed with the SEC, nor shall it be deemed incorporated by reference in any filing with the SEC under the Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements about the Registrant’s plans, objectives, expectations and intentions, including forward-looking statements regarding the Registrant’s operating results. A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, including general economic conditions and other factors described in the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2006. The Registrant assumes no obligation to update forward-looking statements, except as required by law.


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/ HAROLD L. COVERT

Name:

  Harold L. Covert

Title:

  EVP & Chief Financial Officer

Date: August 31, 2006


EXHIBIT INDEX

 

Exhibit No.  

Description

10.1   Letter agreement with Steve Peters effective August 25, 2006
99.1   Press release dated August 31, 2006

Exhibit 99.1 is being furnished to the Securities and Exchange Commission (“SEC”) and shall not be deemed filed with the SEC, nor shall it be deemed incorporated by reference in any filing with the SEC under the Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

EX-10.1 2 dex101.htm AGREEMENT BETWEEN STEVE PETERS AND OPENWAVE, INC. Agreement between Steve Peters and Openwave, Inc.

EXHIBIT 10.1

SEVERANCE & RELEASE AGREEMENT

This Severance Agreement and Release (“Agreement”) is made by and between Openwave Systems Inc. (the “Company”), and Steve Peters (“Peters”).

WHEREAS, Peters has been employed by the Company since February 18, 1999, most recently in the position of Chief Administrative Officer;

WHEREAS, the Company has elected to eliminate the Chief Administrative Officer position;

WHEREAS, Company and Peters have entered into a Confidential Information and Invention Assignment Agreement (the “Confidentiality Agreement”) dated February 22, 1999 and incorporated herein by reference;

WHEREAS, the Company and Peters have entered into an Indemnity Agreement (the “Indemnity Agreement”) dated July 31, 2002 and incorporated herein by reference;

WHEREAS, the Company and Peters have entered into a Change of Control Severance Agreement dated October 12, 2001 and incorporated herein by reference;

WHEREAS, Peters is an eligible Participant in the Openwave Executive Severance Benefit Plan and the Company desires to extend certain severance benefits to Peters consistent with and in addition to the benefits provided in the Executive Severance Benefit Plan to assist Peters with the transition to new employment, and in return, Peters has agreed to release the Company from any claims arising from or related to the employment relationship;

NOW THEREFORE, in consideration of the mutual promises made herein, the Company and Peters (collectively referred to as “the Parties”) hereby agree as follows:

A. Last Day Full-Time Work. Peters’ last day of full-time work shall be September 30, 2006.

B. Transition Period. From October 1, 2006, through December 23, 2006 (the “Transition Period”), Peters shall continue his employment with Company and shall reduce his working time to 20% of a full-time work schedule. During the Transition Period:

 

  1. Peters shall receive base salary in an amount equal to 20% of his current full-time base salary in semi-monthly payments of $2,500 through regular payroll;

 

  2. Peters shall continue to receive Company medical, dental and vision insurance for Peters and eligible dependents;

 

  3. Peters shall assist Company in the transition of his responsibilities and provide advice and counsel as needed;

 

  4. Peters shall retain use of his Company telephone and laptop computer and shall be available to Company by telephone and e-mail and as needed upon reasonable notice for meetings at Company’s Redwood City headquarters.


C. Final Date of Employment. Peters’ employment with the Company will end on December 31, 2006 (“Final Date of Employment”). Company will pay to Peters all accrued but unused vacation time and floating holidays, if any, as of the Final Date of Employment.

D. Incentive Compensation. Company represents that Peters has been entitled to incentive compensation pursuant to the Calendar Year 2006 Corporate Incentive Plan (“CIP”), however, no CIP incentive compensation is payable for FY 2006 Q2, ending June 30, 2006. Pursuant to the terms of the CIP:

1. Peters will be entitled to incentive compensation for the FY 2007 Ql performance period beginning July 1, 2006 and ending September 30, 2006, in the event Company meets its performance targets for payout; and

2. Peters will not be entitled to incentive compensation for the FY 2007 Q2 performance period or any performance period thereafter.

E. Vesting of Stock Options and Restricted Stock. Pursuant to the terms of the applicable Stock Option and Restricted Stock Agreements and Plans, Peters shall continue vesting of stock options and restricted stock through the Final Date of Employment.

F. Consideration. Providing Peters has complied with Paragraph G below and upon Company’s receipt of an additional Release Agreement executed by Peters at or near the Final Date of Employment, the Company agrees to provide Peters with the following severance benefits:

1. On December 31, 2006, the Company will provide Peters severance compensation in the form of a lump sum payment equal to $300,000 (the equivalent of one year’s base salary). Customary payroll taxes, income tax withholding and Peters’ health insurance contribution will be deducted from the separation compensation lump sum payment.

2. The Company shall provide for accelerated vesting of 80,000 shares of restricted stock granted to Peters on October 4, 2004 in Grant No. 016318 and 232 shares of restricted stock granted to Peters on January 12, 2004 in Grant No. 016044 such that vesting will occur on December 31, 2006.

Pursuant to the terms of the applicable Stock Option and Restricted Stock Agreements and Plans, Peters shall have no entitlement to vesting of stock options and/or restricted stock after the Final Date of Employment. Peters’ entitlement to exercise vested stock options following the Final Date of Employment shall be governed by the terms of the applicable Stock Option Agreements and Plans.

3. The Company shall at Company’s expense continue to provide Peters, and eligible dependents of Peters, with medical, dental and vision insurance benefit coverage in coordination with COBRA for a period of twelve (12) months, providing Peters executes all necessary COBRA election documentation which will be sent to Peters after Peters’ Final Date of Employment. After twelve months, if Peters wishes to continue such COBRA coverage, Peters will be required to pay all requisite premiums for such continued coverage.

4. Peters shall retain the Company telephone and laptop computer, but Peters agrees to be responsible for changing service to the telephone as of January 1, 2007.

 

2


G. Confidential Information and Company Property. Peters shall maintain the confidentiality of the terms of this Agreement and shall continue to maintain all confidential and proprietary information of the Company and shall continue to comply with the terms and conditions of the Confidentiality Agreement. Peters shall return all Company property and confidential and proprietary information (including Technical/Patent Notebook, if any) in his possession to the Company on or before the Final Date of Employment.

H. Payment of Salary. Peters acknowledges and represents that the Company has paid all salary, wages, bonuses, vacation, commissions and any and all other benefits due to Peters through the date the Peters signs this Agreement

I. Expense Reports. Company agrees that it will pay all expenses incurred by Peters as part of his employment consistent with the provisions of Company’s Travel and Expense reimbursement policy. Peters agrees that he shall submit all expense reports to Company no later than sixty (60) days following the Final Date of Employment.

J. Release of Claims. Peters agrees that the consideration described in Paragraph F, above, represent settlement in full of all outstanding obligations owed to Peters by the Company. As used in this Agreement, the term “Company” shall include any predecessors to the Company. Peters, on behalf of himself, and his heirs, family members, executors, administrators and affiliates, and assigns, hereby fully and forever releases the Company and its officers, directors, employees, investors, stockholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, insurers, and assigns, from, and agrees not to sue concerning, any claim, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, arising from any omissions, acts or facts that have occurred up until and including the Effective Date of this Agreement including, without limitation,

1. any and all claims relating to or arising from Peters’ employment relationship with the Company or the termination of that relationship;

2. any and all claims relating to, or arising from, Peters’ right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;

3. any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion;

4. any and all claims for violation of any federal, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, the Fair Labor Standards Act, the Older Workers Benefit Protection Act (“OWBPA”), the Employee Retirement Income Security Act of 1974, The Worker Adjustment and Retraining Notification Act; the California Fair Employment and Housing Act, and Labor Code section 201, et seq. and section 970, et seq. and Labor Code section 1400, et seq. (“California WARN Act”);

 

3


5. any and all claims for violation of the federal, or any state, constitution;

6. any and all claims arising out of any other laws and regulations relating to employment or employment discrimination or unlawful harassment; and

7. any and all claims for attorneys’ fees and costs.

The Company and Peters agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement.

K. Acknowledgment of Waiver of Claims under ADEA and the OWBPA. Peters acknowledges that he is waiving and releasing any rights she may have under the Age Discrimination in Employment Act of 1967 (“ADEA”) and the OWBPA and that this waiver and release is knowing and voluntary. In accordance with the provisions of the OWBPA, attached to this Agreement as Exhibit A is information concerning the ages of the Company employees similarly affected by this employment action, as well as information concerning the ages of employees in Peters’ job classification who are not affected by this action. Peters and the Company agree that this waiver and release does not apply to any rights or claims that may arise under ADEA after the Effective Date of this Agreement. Peters acknowledges that the consideration given for this waiver and release Agreement is in addition to anything of value to which Peters was already entitled. Peters further acknowledges that he has been advised by this writing that (a) she should consult with an attorney prior to executing this Agreement; (b) she has at least forty-five (45) days within which to consider this Agreement; (c) she has at least seven (7) days following the execution of this Agreement by the Parties to revoke the Agreement; and (d) this Agreement shall not be effective until the revocation period has expired.

L. Civil Code Section 1542. Peters understands and agrees that the release set forth in this Agreement covers both claims that Peters knows about and those that he may not know about. Peters waives any rights afforded by Section 1542 of the California Civil Code, which reads as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

Peters, being aware of said code section, agrees to expressly waive any rights he may have thereunder, as well as under any other statute or common law principles of similar effect.

M. No Pending or Future Lawsuits. Peters represents that he has no lawsuits, claims, or actions pending in his name, or on behalf of any other person or entity, against the Company or any other person or entity referred to herein. Peters also represents that he does not intend to bring any claims on his own behalf or on behalf of any other person or entity against the Company or any other person or entity referred to herein.

N. Non-Disparagement and No Cooperation. Peters agrees he will not act in any manner that might disparage or damage the business of the Company. Peters agrees that he will not counsel or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against the Company and/or any officer, director, employee, agent, representative, shareholder or attorney of the Company, unless under a subpoena or other court order to do so.

 

4


O. No Admission of Liability. No action taken by the Parties hereto, or either of them, either previously or in connection with this Agreement shall be deemed or construed to be (a) an admission of the truth or falsity of any claims heretofore made or (b) an acknowledgment or admission by either party of any fault or liability whatsoever to the other party or to any third party.

P. Costs. The Parties shall each bear their own costs, expert fees, attorneys’ fees and other fees incurred in connection with this Agreement.

Q. Dispute Resolution. In the event of any dispute or claim relating to or arising out of this Agreement, the Parties’ employment relationship, or the termination of that relationship for any reason (including, but not limited to, any claims of breach of contract, wrongful termination, fraud, retaliation, discrimination or harassment), the Parties agree that all such disputes/claims will be resolved by means of a court trial conducted by the superior or district court in San Mateo or Santa Clara County, California. The Parties hereby irrevocably waive their respective rights to have any such disputes/claims tried by a jury, and the Parties hereby agree that such courts will have personal and subject matter jurisdiction over all such claims/disputes. Notwithstanding the foregoing, in the event of any such dispute/claim, the Parties may agree to mediate or arbitrate the dispute/claim on such terms and conditions as may be agreed to in writing by the Parties.

R. Authority. The Company represents and warrants that the undersigned has the authority to act on behalf of the Company and to bind the Company and all who may claim through it to the terms and conditions of this Agreement. Peters represents and warrants that he has the capacity to act on his own behalf and on behalf of all who might claim through him to bind them to the terms and conditions of this Agreement. Each Party warrants and represents that there are no liens or claims of lien or assignments in law or equity or otherwise of or against any of the claims or causes of action released herein.

S. No Representations. Each party represents that it has had the opportunity to consult with an attorney, and has carefully read and understands the scope and effect of the provisions of this Agreement. Neither party has relied upon any representations or statements made by the other party hereto which are not specifically set forth in this Agreement.

T. Severability. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision.

U. Entire Agreement. This Agreement represents the entire agreement and understanding between the Company and Peters concerning Peters’ separation from the Company, and supersedes and replaces any and all prior agreements and understandings concerning Peters’ relationship with the Company and his compensation by the Company, with the exception of the Confidentiality Agreement, the Indemnity Agreement, and any Stock Option and Restricted Stock Agreements.

V. No Oral Modification. This Agreement may only be amended in writing signed by Peters and the Vice President of Human Resources of the Company.

W. Governing Law. This Agreement shall be governed by the laws of the State of California (without regard to the principles of conflict of laws thereof).

X. Effective Date. This Agreement is effective seven (7) days after it has been signed by both Parties (the “Effective Date”).

 

5


Y. Counterparts. This Agreement may be executed in counterparts, and each counterpart shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned.

Z. Voluntary Execution of Agreement. This Agreement is executed voluntarily and without any duress or undue influence on the part or behalf of the Parties hereto, with the full intent of releasing all claims. The Parties acknowledge that:

1. They have read this Agreement;

2. They have been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of their own choice or that they have voluntarily declined to seek such counsel;

3. They understand the terms and consequences of this Agreement and of the releases it contains;

4. They are fully aware of the legal and binding effect of this Agreement.

[Continued on next page.]

 

6


IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.

 

   Steve Peters, an individual

Dated: August 17, 2006

  

/s/ Steve Peters

Effective 7 days after signed by

   Please note change of address if different:

Peters and Openwave.

  

 

  OPENWAVE SYSTEMS INC.

Dated: August 18, 2006

  By:  

/s/ David Peterschmidt

  Name:  

David Peterschmidt

  Title:  

President and Chief Executive Officer

EX-99.1 3 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

LOGO

OPENWAVE STREAMLINES ORGANIZATION

REDWOOD CITY, Calif. – August 31, 2006 – Openwave Systems Inc. (Nasdaq: OPWV), the leading provider of open software products and services for the communications industry, today announced that the company will streamline its management team with the elimination of four senior management level positions and reduce its worldwide staff by approximately 65 people.

“By taking these steps we will reduce the numbers of layers of management between our customers and our field and product organizations,” said David Peterschmidt, CEO of Openwave. “This will enhance our capability to continue to provide our customers with the products and services that they require in a timelier manner.”

The senior management level positions affected include the chief marketing officer, chief administrative officer, chief operating officer and chief corporate strategy and business development officer. The duties and responsibilities of the senior management positions will be assumed by existing senior management in Openwave’s field and product organizations.

Openwave will incur a charge of approximately $8.5 to $10.0 million to cover expenses related to these actions and other charges. Of the $10.0 million, approximately $3.0 to $3.5 million relates to non-cash charges for stock based compensation and accelerated depreciation of abandoned of assets.

About Openwave

Openwave Systems Inc. (Nasdaq: OPWV) is a leading independent provider of open software solutions for the communications and media industry. Openwave software solutions are designed to enable customers to accelerate ARPU by rapidly launching value-added communication, information and entertainment services across networks and devices, and comprise a broad range of solutions including content delivery, messaging, music, video, and location. Openwave is a global company headquartered in Redwood City, California. For more information please visit www.openwave.com.

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


Cautionary Note Regarding Forward Looking Statements

This release contains forward-looking statements relating to expectations, plans, prospects, or financial results 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. Notwithstanding changes that may occur with respect to matters relating to any forward looking statements, Openwave does not expect to, and disclaims any obligation to, update such statements. Openwave, however, reserves the right to update such statements or any portion thereof at any time for any reason.

In particular, the following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: (a) the actual costs of the restructuring plan; (b) the ability of senior management to assume the duties of the affected positions; (c) 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; (d) the effects of our restructurings and the ability to successfully support our operations; and (e) the ability to recruit and retain qualified, experienced employees.

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 fiscal quarter ended March 31, 2006, and any subsequently filed reports. 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 website at www.openwave.com.

For further information:

 

INVESTOR CONTACTS:   MEDIA CONTACTS:  

Mike Bishop

Director, Investor Relations

Openwave Systems Inc.

(650) 480-4461

investor@openwave.com

 

Vikki Herrera

Senior Manager, Public Relations

Openwave Systems Inc.

(650) 480-6753

vikki.herrera@openwave.com

 
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