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): November 6, 2008

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)	(I.R.S. 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

None

(Former name or former address, if changed since last report.)

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:

¨ 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) On November 6, 2008, Openwave announced the appointment of Kenneth D. Denman as Chief Executive Officer of the Company, to be effective on November 12, 2008.

Kenneth D. Denman, age 50, will serve as the Company’s principal executive officer. Mr. Denman has served as a Director of the Company since April 2004. From October 2001 to November 2008, Mr. Denman served as the Chairman and Chief Executive Officer of iPass, Inc., a global provider of software-enabled trusted connections and services for the enterprise and its mobile workers. From January 2000 to March 2001, Mr. Denman was Chief Executive Officer of AuraServ Communications, a managed service provider of broadband voice and data applications. From August 1998 to May 2000, Mr. Denman was Senior Vice President, National Markets Group at MediaOne, Inc., a broadband cable and communications company, and from June 1996 to August 1998, he was Chief Operating Officer, Wireless at MediaOne International, a broadband cable and communications company. Mr. Denman also serves as a director of ShoreTel, Inc., a privately held company. Mr. Denman received his MBA from the University of Washington and a BS in Accounting from Central Washington University.

Under the terms of Mr. Denman’s Offer of Employment, Mr. Denman is entitled to an annual base salary of $450,000 and is eligible for a quarterly incentive cash award under the CIP targeted at 100% of his base salary actually earned during such quarterly period. Mr. Denman’s actual incentive cash award is subject to the terms of the CIP and may be paid below, at or above target (up to a maximum of 150% of target), determined based upon a combination of the Company’s achievement level against selected financial and performance objectives; provided that, subject to his continued employment through the applicable payment dates, for the third and fourth quarters of the Company’s fiscal year 2009, Mr. Denman will receive a guaranteed bonus payment equal to 50% of the target level. Additionally, the Compensation Committee shall grant Mr. Denman an option to purchase 1,500,000 shares of the Company’s common stock, of which 500,000 shall have an exercise price equal to the fair market value on the date of the grant, 500,000 shares shall have an exercise price equal to $2.50 per share, and the remaining 500,000 shares shall have an exercise price equal to $3.50 per share. 25% of the options shall vest on the first anniversary of Mr. Denman’s employment commencement date and monthly thereafter over a period of three years. The vesting of the Option is contingent upon Mr. Denman’s continued employment on the applicable vesting dates.

If Mr. Denman is terminated within the first twelve months of his employment other than for cause, he will be entitled to receive twelve months salary, plus 100% of his then current annual target CIP bonus and continued medical, dental and vision coverage for Mr. Denman and his eligible dependants for up to six months. Mr. Denman has also entered into the Company’s standard executive officer change of control severance agreement which provides that in the event that Mr. Denman’s employment terminates due to an “Involuntary Termination” (as defined in the agreement) at any time within the period commencing two months preceding a Change of Control and ending 18 months following the Change of Control, Mr. Denman will be entitled to (1) 100% acceleration of all of his then unvested options, restricted stock and any other compensatory stock awards, (2) severance payments equal to 2 years’ of base salary and target bonus and (3) continued medical, dental and vision coverage for Mr. Denman and his eligible dependents for a period of 18 months in coordination with COBRA.

Mr. Denman and the Company will also enter into the Company’s standard director and executive officer indemnification agreement and standard confidential information and invention assignment agreement.

(e) Reference is made to the description of Mr. Denman’s compensatory arrangements described in Item 5.02(c) of this Current Report on Form 8-K, and such description is incorporated by reference into this Item 5.02(e).

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1	Employment Offer Letter dated October 28, 2008.
99.1	Press Release dated November 6, 2008.

SIGNATURES

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.

OPENWAVE SYSTEMS INC.
By:	/s/ Bruce Coleman
Name:	Bruce Coleman
Title:	President and Chief Executive Officer

Date: November 6, 2008

EXHIBIT INDEX

Exhibit Number	Description
10.1	Employment Offer Letter dated October 28, 2008.
99.1	Press Release dated November 6, 2008.

EX-10.1

Exhibit 10.1

October 28, 2008

Kenneth Denman

Re: Offer of Employment

Dear Ken:

We are extremely pleased to offer you this opportunity to join Openwave Systems Inc. (“Openwave”) in the position of Chief Executive Officer. You will be based in Openwave’s Redwood City location. This offer is contingent upon the positive confirmation of the information you have provided on your resume, a background check and references. The following terms and conditions shall apply to your anticipated employment with Openwave.

1. Commencement of Employment with Company.

Your employment will commence no later than December 1, 2008.

2. Base Compensation.

Your annual base salary will be USD $450,000. You will be paid semi-monthly on the 15th and the last working day of each month.

3. Incentive Compensation

You will be eligible for the following incentive compensation:

You shall be eligible for a quarterly incentive cash award from the Company under the Company’s Corporate Incentive Plan (“CIP”), based upon a target for each quarterly period which shall be 100% of your base salary actually earned for the three month performance period (i.e., $112,500) based upon your initial base salary). Under the terms of the CIP, your actual annual incentive cash award may be below, at, or above target (up to a maximum of 150% of your target, as pro-rated if applicable) and shall be determined based upon the Company’s achievement level against selected financial and performance objectives. The terms of the CIP, including the financial and performance objectives for the Company, are established each year by the Compensation Committee in consultation with the Board of Directors of the Company.

4. Equity Awards.

Subject to the approval of the Compensation Committee of the Board of Directors of Openwave at its first meeting following your employment commencement date, you will be granted an option to purchase 1,500,000 shares of Common Stock (the “Option”). The Option shall have an exercise price as follows: 500,000 shares will have a per share exercise price equal to the fair market value of one share of Company common stock on the date of grant (which shall be determined in the discretion of the Compensation Committee in accordance with the terms of Openwave’s 2006 Stock Incentive Plan); 500,000 shares will have a per share exercise price equal to greater of $2.50 per share or the fair market value of one share of Company common stock on the date of grant; and 500,000 shares will have a per share exercise price equal to the greater of $3.50 per share or the fair market value of one share of Company common stock on the date of grant. The vesting commencement date shall be your employment commencement date. The shares will vest over four years with a one year cliff, meaning that one fourth of your shares will vest on the first anniversary of your vesting commencement date and the remaining shares will vest monthly thereafter on a ratable basis. Vesting will, of course, depend on your continued employment with Openwave. Any Option granted shall be subject to the terms of the Company’s policies and standard form of agreements.

5. Insurance Plans.

You are also eligible to participate in our comprehensive employee benefit programs. You understand and agree that, subject to applicable law, the Company reserves the right to unilaterally revise the terms of the employee benefit programs.

6. Travel to and from Denver

We understand that you plan to travel regularly on weekends to Denver until after your daughter’s high school graduation. Openwave will cover the cost of travel to and from Denver, as well as local living expenses in Northern California, for up to $5,000 per month from the start of your employment to one year after your start date. You recognize the importance of being a full time resident CEO.

7. At Will Employment.

You should be aware that your employment with Company is for no specified period and constitutes “at will” employment. As a result, you, and/or the Company, each have the right to terminate the employment relationship at any time for any reason, with or without cause. This is the full and complete agreement between you and the Company regarding this term. Although your job duties, title, compensation and/or benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in a written amendment to this Agreement signed by you and an authorized officer of the Company.

8. Severance.

If your employment terminates as a result of Involuntary Termination, as defined in Addendum E, within the first 12 months of your employment, and you sign a general release of claims without revoking it as allowed by law, you shall be eligible to receive a lump sum severance payment equal to 12 months of base salary at your final base salary rate plus the full amount of your then-current annual target CIP bonus, which severance payment shall be subject to applicable withholding and shall be made within 30 days following your employment termination date. If your employment terminates as a result of Involuntary Termination, as defined in Addendum E, following the first 12 months of your employment, and you sign a general release of claims without revoking it as allowed by law, you shall be eligible to receive a lump sum severance payment equal to six months of base salary at your final base salary rate plus 50% of your then-current annual target CIP bonus, which severance payment shall be subject to applicable withholding and shall be made within 30 days following your employment termination date. If you become eligible to receive a severance payment under this Section 8, and if you timely elect to continue health insurance coverage under the Company’s health insurance plans pursuant to the terms of COBRA, the Company shall pay the full premium cost of such coverage on your behalf, as well as on behalf of your spouse and covered dependents (if any), for the lesser of six months or until you and your covered dependents (if any) become eligible for other health insurance coverage through a subsequent employer. If your employment terminates as a result of Involuntary Termination in connection with a Change of Control of the Company (as defined in Addendum F), you shall be eligible to receive the severance and benefits described in the Company’s Change of Control Severance Agreement, a copy of which is attached as Addendum F. This paragraph does not change or alter the at will nature of your employment relationship with the Company.

9. US Work Authorization

Your employment will commence between October 15, 2008 and December 1, 2008, contingent upon your providing to the Company proof of your eligibility to work in the United States. You will provide us at least two weeks notice prior to your start date.

10. Components of Agreement.

Incorporated into this Agreement by reference are the following addendums (“Addendums”) and their attachments, each of which is a component of the Agreement.

Addendum A- Employment Requirements

Addendum B- Confidential Information and Inventions Assignment Agreement

Addendum C- Insider Trading Policy

Addendum D- Company Code of Conduct

Addendum E- Definitions of Involuntary Termination and Cause

Addendum F- Change of Control Severance Agreement

11. Section 409A.

You and the Company intend that income provided to you pursuant to this Agreement will not be subject to taxation under Section 409A of the Internal Revenue Code (“Section 409A”), and the provisions of this Agreement shall be interpreted and construed in favor of satisfying any applicable requirements of Section 409A. The Company does not, however, guarantee any particular tax effect for income provided to you pursuant to this Agreement, and except for its obligation to withhold applicable income and employment taxes from compensation paid or provided to you, the Company shall not be responsible for the payment of any applicable taxes incurred by you on compensation paid or provided to you pursuant to this Agreement. In the event that any compensation to be paid or provided to you pursuant to this Agreement may be subject to the excise tax described in Section 409A, the Company may delay such payment for the minimum period required in order to avoid the imposition of such excise tax.

12. Entire Agreement/Modification.

This Agreement, the Addendums, and any stock option agreements between you and the Company, constitute the entire agreement between you and the Company concerning our employment relationship, and they supersede all prior negotiations, representations, and agreements regarding that subject. This Agreement cannot be modified or amended except by a subsequent written amendment signed by you and an authorized officer of the Company.

Your acceptance of this Agreement represents a unique opportunity for both you and Company to grow and to succeed. We thank you for the commitment you have made to our common vision and look forward to working with you.

Sincerely,

/s/ Charles Levine

Charles Levine

Chairman of the Board

I accept the offer of employment and terms stated in this Offer Letter and the accompanying Addendums and attachments.

Accepted:	/s/ Kenneth Denman	Date:	November 4, 2008
	Kenneth Denman

EX-99.1

Exhibit 99.1

OPENWAVE ELECTS KEN DENMAN AS CHIEF EXECUTIVE OFFICER

REDWOOD CITY, Calif. – November 6, 2008 – Openwave Systems Inc. (Nasdaq: OPWV), one of the world’s leading software innovators enabling revenue-generating personalized services which converge the mobile and broadband experience, today announced that Ken Denman, a member of the Company’s Board of Directors since April 2004, has been appointed as Openwave’s chief executive officer effective November 12. Mr. Denman, who will continue as a member of the Openwave Board,recently served as chairman and CEO of iPass, Inc. (Nasdaq: IPAS), and succeeds Bruce Coleman, Openwave’s Interim CEO since April 2008.

“Ken is a proven leader with a record of turning around enterprises and guiding them towards profitability,” said Charles Levine, Openwave’s chairman of the board. “The Board has worked closely with Mr. Denman and we are confident he has the executive leadership skills and industry experience to increase our already dominant presence in leading wireless and wired broadband operators around the world, and to expand our footprint with leading edge mobile internet and integrated messaging products.”

Under Mr. Denman’s leadership, iPass moved from a dial-up internet connectivity platform to a growing broadband opportunity, leading to 200% revenue growth and a successful initial public offering in 2004. In 2001, when Denman joined, iPass was a single-product company that had never made a profit and faced entrenched competition in a mature market. During the transformation, Mr. Denman led three strategic acquisitions that significantly broadened the company’s product portfolio, extended its technology foundation and fortified its engineering capabilities.

Mr. Denman’s career spans more than 20 years in the global telecommunications and IT industries. He served as senior vice president at MediaOne’s National Markets Group (now part of Comcast), where his teams exceeded new subscriber growth targets and dramatically reduced customer churn. He also served as chief operating officer of Media One’s International Wireless Group, leading international joint ventures including wireless operators, which became the market leaders in Poland, Hungary and The Czech Republic. He also was a board member of UK mobile operator One-to-One (now T-Mobile UK). As vice president and general manager of Wholesale Wireless Markets at U S WEST, Mr. Denman led a team that tripled revenues in just two years. Mr. Denman earned an M.B.A. degree from the University of Washington and a B.S. in Accounting from Central Washington University. Mr. Denman is a member of the advisory board of the Foster School of Business, at the University of Washington.

About Openwave

Openwave Systems Inc. (Nasdaq: OPWV) is one of the world’s leading innovators of software applications and infrastructure designed to enable revenue-generating, personalized services, including mobile analytics, content adaptation, mobile and broadband advertising, and a suite of unified messaging solutions.

As the communications industry intersects with the internet, Openwave software enables service providers to converge services, increasing the value of their networks by accelerating time to market and reducing the cost and complexity associated with new service deployment. Openwave’s unique product portfolio provides a complete range of mobile internet service management, messaging, and location based solutions. Openwave is a global company with a blue chip customer base spanning North America, Latin America, Australia and New Zealand, Asia, Africa, Europe, and the Middle East. Openwave is 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 press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1943 and Section 27A of the Securities Act of 1933, including, but not limited to, the aforementioned focus on network-based offerings and the anticipated impact on Openwave’s financial statements. These forward-looking statements are subject to many risks and uncertainties that could cause actual results to differ materially from those projected. Notwithstanding changes that may occur with respect to matters relating to any forward looking statements, Openwave assumes no obligation to update the forward-looking statements included in this press release.

For a detailed discussion of these and other cautionary statements, please refer to the risk factors discussed in the Company’s filings with the U.S. Securities and Exchange Commission (“SEC”), including, but not limited to, the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2008,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.

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For more information please contact:

Openwave Systems Inc.

Paula Holland

Public Relations

Paula.Holland@openwave.com

Tel: 650-480-5640