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): January 8, 2009

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.

(d) Effective as of January 8, 2008, the Board of Directors of Openwave Systems Inc., a Delaware corporation (the “Company”), appointed David Nagel to serve as a member of the Company’s Board of Directors as a Class III Director. As a new member of the Board of Directors, Mr. Nagel shall be granted (i) a non-qualified stock option to purchase 24,000 shares of the Company’s common stock and (ii) 18,000 shares of restricted stock payable in shares of the Company’s common stock, pursuant to the terms of the Company’s 1999 Directors’ Equity Compensation Plan, the material terms of which are described in the Company’s Proxy Statement for the 2008 Annual Meeting of Stockholders. In addition, Mr. Nagel shall be entitled to receive a pro-rated portion (based on the portion of the Company’s current fiscal year that Mr. Nagel will serve as a director of the Company) of (i) the annual $25,000 cash retainer payable to non-employee directors of the Company and (ii) the annual cash retainer payable for his service as a member of any committee to which he may be appointed.

A copy of the press release announcing the appointment of Mr. Nagel to the Board of Directors of the Company is attached as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Press Release dated January 8, 2009.

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/    Kenneth D. Denman
Name:	Kenneth D. Denman
Title:	President and Chief Executive Officer

Date: January 8, 2009

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated January 8, 2009.

EX-99.1

Exhibit 99.1

OPENWAVE ADDS FORMER PALMSOURCE CEO DAVID NAGEL TO BOARD OF DIRECTORS

REDWOOD CITY, Calif. – January 8, 2009 – 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 the appointment of David Nagel to its board of directors. Nagel brings to Openwave more than 35 years of technology leadership and management experience in building profitable businesses. Nagel previously served as president, chief executive officer and a director of PalmSource, Inc. With this appointment, Openwave’s Board is now composed of seven directors, six of whom are independent.

“The appointment of David Nagel brings invaluable industry and management expertise to our Board,” said Kenneth Denman, Openwave’s chief executive officer. “In addition to his overall technical expertise in the wireless space, David’s management experience with leading carriers and with technology companies will serve Openwave well as we continue to drive new, innovative products into the global marketplace.”

“I’m delighted for the opportunity to lend my technical expertise and experience in helping develop new opportunities for Openwave,” said Nagel. “Openwave has an impressive heritage as an industry leader and a solid product portfolio that is key in helping to drive shareholder value. I’m looking forward to being a part of Openwave’s future growth and innovation.”

Prior to joining Openwave’s Board, Nagel served as a member of the Palm Board of Directors and then as the first chief executive officer of PalmSource, now known as ACCESS Systems Americas, Inc., a subsidiary of ACCESS which develops the Palm

OS PDA operating system. Before Palm, Nagel was the chief technology officer at AT&T and president of AT&T Labs. Earlier in his career, Nagel served as senior vice president at Apple Computer where he led the worldwide research and development group responsible for Mac OS software, Macintosh hardware, imaging and other peripheral products development.

Nagel currently serves on the Board of Directors for Leapfrog Enterprises Inc. and Tessera Technologies, Inc.

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.

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, its Quarterly Report on Form 10-Q for the quarter ended September 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

# # #

Openwave is the trademark of Openwave Systems Inc. All other trademarks are the properties of their respective owners.

For more information please contact:

Investor Relations

Mike Bishop

The Blueshirt Group

mike@blueshirtgroup.com

Tel: 415-217-4968