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) July 30, 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)	(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 Instruction 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 2.02. Results of Operations and Financial Condition

On July 30, 2009, Openwave Systems Inc. issued a press release announcing its financial results for the fiscal quarter ended June 30, 2009. A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

99.1     Press Release issued by Openwave Systems Inc. on July 30, 2009.

The information in the report, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by Openwave Systems Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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/    KAREN WILLEM
	Name:	Karen Willem
	Title:	Chief Financial Officer
Date: July 30, 2009

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by Openwave Systems Inc. on July 30, 2009.

EX-99.1

Exhibit 99.1

OPENWAVE REPORTS FOURTH QUARTER AND FISCAL YEAR 2009 FINANCIAL RESULTS

REDWOOD CITY, CA – July 30, 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 that revenues for the fourth fiscal quarter ended June 30, 2009 were $47.9 million, compared with $44.7 million in the prior quarter ended March 31, 2009 and $53.5 million in the June quarter in the preceding fiscal year. Bookings for the fourth quarter of fiscal 2009 were $49.1 million.

“During the fourth quarter we increased revenues sequentially, continued our expense controls, and most importantly, achieved a book to bill ratio of greater than one-to-one,” said Ken Denman, CEO of Openwave. “Despite our customers’ conservative purchasing patterns, Openwave demonstrated progress over the prior quarter in all facets of the business. Wireless data demand has continued to grow unabated and we believe Openwave is ideally positioned to benefit from the trend.”

On a GAAP basis, net loss for the fourth fiscal quarter ended June 30, 2009 was $3.4 million, or $0.04 per share, compared with a net loss of $7.8 million, or $0.09 per share, in the prior quarter and a net income of $2.2 million, or $0.03 per share, in the June quarter in the preceding year.

On a non-GAAP basis, net loss, for the fourth fiscal quarter ended June 30, 2009 was $278,000, or $0.00 per share, compared with net income of $385,000 or $0.00 per share, in the prior quarter and net loss of $1.9 million, or $0.02 per share, during the June quarter of the prior year. Non-GAAP net loss excludes discontinued operations, amortization of intangibles and other acquisition-related costs, stock-based compensation, professional fees associated with certain unusual events, impairments, restructuring and other costs.

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Openwave Reports Fourth Quarter Financial Results Page 2

For fiscal 2009, Openwave reported total revenues of $191.7 million, compared with $200.9 million in fiscal 2008. Net loss on a GAAP basis for the year was $85.9 million, compared with $21.9 million in the prior year. Net income on a non-GAAP basis was $452,000 for fiscal 2009 compared with net loss of $23.9 million in fiscal 2008. Cash flow from operations was break-even for fiscal 2009 compared with cash flow used by operations of $54.0 million in fiscal 2008. This represented a significant improvement both year -over-year and also during the course of the year with the second half of fiscal 2009 generating an inflow of $10.5 million.

A reconciliation between net income (loss) on a GAAP basis and a non-GAAP basis is provided below in a table immediately following the Condensed Consolidated Statements of Operations.

Non-GAAP Measure

The company’s stated results include the non-GAAP measures, non-GAAP net income (loss) and non-GAAP net income (loss) per share. These non-GAAP measures exclude certain items that generally are non-recurring events, such as costs associated with the stock option lawsuit and special investigation. Additionally, these non-GAAP measures exclude other items that are non-cash items that many other companies exclude, in order to compare Openwave with other companies, such as stock-based compensation, amortization of intangibles and acquisition-related costs, and other expenses. These non-GAAP measures also exclude items which would not be helpful to evaluate Openwave’s on-going business, such as restructuring costs and discontinued operations. Lastly, these non-GAAP measures exclude expenses that relate to non-routine events, such as the impairment of goodwill, and retention bonuses related to strategic alternatives. Openwave considers non-GAAP net income (loss) to be an important measure because it provides a useful measure of the operational performance of Openwave and is used by Openwave’s management for that purpose. In addition, investors often use measures such as these to evaluate the financial performance of a company. These non-GAAP measures are presented

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Openwave Reports Fourth Quarter Financial Results Page 3

for supplemental informational purposes only for understanding Openwave’s operating results. These non-GAAP results should not be considered a substitute for financial information presented in accordance with generally accepted accounting principles, and may be different from non-GAAP measures used by other companies.

Conference Call Information

Openwave has scheduled a conference call for 5:00 p.m. eastern time today to discuss its financial results for its fourth quarter ended June 30, 2009. Interested parties may access the conference call over the Internet through Openwave’s Web site at www.openwave.com or by telephone at (877) 941-8416 or (480) 629-9808 (international). A replay of the conference call will be available for two weeks beginning at approximately 8:00 p.m. eastern time today by calling 800-406-7325. The replay can be accessed internationally by calling 303-590-3030. Reservation number: 4112173.

A live webcast of the call, together with supplemental financial information, will also be available on the Earnings & Metrics section of Openwave’s Web site at http://investor.Openwave.com. A replay will be available on the Web site for at least three months.

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

Cautionary Note Regarding Forward Looking Statements

The statements in this press release in Mr. Denman’s quote with respect to future events or expectations are 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. 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.

In particular, the following factors, among others, could cause actual results to differ materially from those projected: (a) the current economic climate may impede the growth of wireless data demand; and (b) Openwave may not be able to make changes in business strategy, development plans and product offerings to respond to any changes in wireless demand needs of its customers.

For a detailed discussion of these and other factors that may cause these forward looking statements not to come true, please refer to the risk factors discussed in Openwave’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 period ended March 31, 2009, 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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Openwave Reports Fourth Quarter Financial Results Page 4

For More Information:

Investor Relations Mike Bishop The Blueshirt Group mike@blueshirtgroup.com Tel: 415-217-4968 Public Relations Vikki Herrera Openwave Systems Inc. vikki.Herrera@openwave.com Tel: 650-480-6753

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Openwave Reports Fourth Quarter Financial Results Page 5

OPENWAVE SYSTEMS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS-UNAUDITED

(In thousands)

	June 30, 2009		June 30, 2008
Assets
Current Assets:
Cash, cash equivalents and short-term investments	$	109,082	$	224,809
Restricted cash		—		42
Accounts receivable, net		31,107		78,550
Prepaid and other current assets		26,801		33,404
Insurance receivable for legal settlement		—		15,000
Amounts receivable from sales of discontinued operations		—		12,294
Total current assets		166,990		364,099
Property and equipment, net		11,566		13,941
Long-term investments and restricted cash and investments		17,618		52,419
Deposits and other assets		8,313		7,762
Goodwill and intangible assets, net		3,880		66,523
Total assets	$	208,367	$	504,744
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	5,348	$	4,918
Accrued liabilities		23,079		46,329
Accrued legal settlement		—		20,000
Accrued restructuring costs		15,327		13,845
Deferred revenue		38,349		48,239
Convertible subordinated notes, net		—		149,842
Total current liabilities		82,103		283,173
Accrued restructuring costs, less current portion		34,843		41,927
Deferred revenue, less current portion		11,901		17,655
Deferred rent obligations and long-term taxes payable		6,824		7,876
Deferred tax liabilities, net		—		98
Total liabilities		135,671		350,729
Stockholders’ equity		72,696		154,015
Total liabilities and stockholders’ equity	$	208,367	$	504,744

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Openwave Reports Fourth Quarter Financial Results Page 6

OPENWAVE SYSTEMS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS-UNAUDITED

(In thousands, except per share data)

	Three Months Ended									Twelve Months Ended
	June 30, 2009			March 31, 2009			June 30, 2008			June 30, 2009			June 30, 2008
Revenues:
License	$	13,091		$	16,690		$	13,477		$	57,957		$	50,272
Maintenance and support		16,224			15,420			20,217			63,939			71,240
Services		18,622			12,542			19,793			69,802			79,365
Total revenues		47,937			44,652			53,487			191,698			200,877
Cost of revenues:
License		323			295			816			2,247			3,635
Maintenance and support		4,075			4,221			4,558			17,044			21,692
Services		13,878			10,540			14,177			52,304			59,257
Amortization of intangible assets		420			653			1,130			3,305			4,819
Total cost of revenues		18,696			15,709			20,681			74,900			89,403
Gross profit		29,241			28,943			32,806			116,798			111,474
Operating Expenses:
Research and development		11,025			11,013			12,303			46,126			50,024
Sales and marketing		11,768			9,931			14,143			42,475			65,174
General and administrative		6,539			7,810			15,835			32,777			46,954
Legal settlement cost		—			—			5,000			—			5,000
Restructuring and other related costs		2,274			5,061			1,253			9,665			8,641
Acquisition-related costs and amortization		—			47			153			351			841
Impairment of goodwill		—			—			—			59,517			—
Total operating expenses		31,606			33,862			48,687			190,911			176,634
Operating loss from continuing operations		(2,365	)		(4,919	)		(15,881	)		(74,113	)		(65,160	)
Interest and other income (expense), net		(172	)		(2,259	)		(651	)		(10,363	)		3,641
Pre-tax loss from continuing operations		(2,537	)		(7,178	)		(16,532	)		(84,476	)		(61,519	)
Income taxes		907			590			1,519			3,029			3,337
Net loss from continuing operations		(3,444	)		(7,768	)		(18,051	)		(87,505	)		(64,856	)
Net income (loss) from discontinued operations, net of tax		—			—			473			(371	)		6,804
Gain on sale of discontinued operations		—			—			19,735			2,000			36,190
Net income (loss) from discontinued operations, net of tax	$	(3,444	)	$	(7,768	)	$	2,157		$	(85,876	)	$	(21,862	)
Basic and diluted net income (loss) per share from:
Continuing operations	$	(0.04	)	$	(0.09	)	$	(0.21	)	$	(1.06	)	$	(0.79	)
Discontinued operations		—			—			0.24			0.02			0.52
Net income (loss) per share	$	(0.04	)	$	(0.09	)	$	0.03		$	(1.04	)	$	(0.27	)
Shares used in basic and diluted net income (loss) per share		83,177			83,023			82,682			82,956			82,465
Stock-based compensation by category:
Maintenance and support	$	32		$	53		$	48		$	192		$	632
Services		60			59			181			464			1,229
Research and development		154			205			154			986			1,481
Sales and marketing		125			152			258			575			2,388
General and administrative		179			237			371			939			2,580
Discontinued operations		—			—			34			—			698
	$	550		$	706		$	1,046		$	3,156		$	9,008

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Openwave Reports Fourth Quarter Financial Results Page 7

OPENWAVE SYSTEMS INC.

RECONCILIATION OF GAAP NET LOSS TO NON-GAAP NET INCOME (LOSS)

(In thousands, except per share data)

	Three Months Ended									Twelve Months Ended
	June 30, 2009			March 31, 2009			June 30, 2008			June 30, 2009			June 30, 2008
Reconciliation between GAAP and Non-GAAP net income (loss):
Net income (loss)	$	(3,444	)	$	(7,768	)	$	2,157		$	(85,876	)	$	(21,862	)
Exclude:
Restructuring and other related costs		2,274			5,061			1,253			9,665			8,641
Acquisition-related costs and amortization(a)		420			700			1,283			3,656			5,660
Amortization of stock-based compensation		550			706			1,012			3,156			8,310
Professional fees associated with unusual events(b)		(44	)		207			11,504			2,910			12,505
Retention bonuses related to strategic alternatives		—			—			—			—			3,113
Discontinued operations, net of tax		—			—			(20,208	)		(1,629	)		(42,994	)
Other-than-temporary impairments of investments		—			1,612			1,206			9,780			3,713
Impairment of goodwill		—			—			—			59,517			—
Tax impact of reconciling items(c)		(34	)		(133	)		(111	)		(727	)		(1,005	)
Non-GAAP net income (loss)	$	(278	)	$	385		$	(1,904	)	$	452		$	(23,919	)
GAAP net income (loss) per share - diluted	$	(0.04	)	$	(0.09	)	$	0.03		$	(1.03	)	$	(0.27	)
Exclude:
Restructuring and other related costs	$	0.02		$	0.05		$	0.02		$	0.11		$	0.10
Acquisition-related costs and amortization(a)	$	0.01		$	0.01		$	0.02		$	0.04		$	0.07
Amortization of stock-based compensation	$	0.01		$	0.01		$	0.01		$	0.04		$	0.10
Professional fees associated with unusual events(b)	$	—		$	—		$	0.14		$	0.04		$	0.15
Retention bonuses related to strategic alternatives	$	—		$	—		$	—		$	—		$	0.04
Discontinued operations, net of tax	$	—		$	—		$	(0.25	)	$	(0.02	)	$	(0.52	)
Other-than-temporary impairments of investments	$	—		$	0.02		$	0.01		$	0.12		$	0.05
Impairment of goodwill	$	—		$	—		$	—		$	0.72		$	—
Tax impact of reconciling items(c)	$	—		$	—		$	—		$	(0.01	)	$	(0.01	)
Non-GAAP net income (loss) per share - diluted	$	—		$	—		$	(0.02	)	$	0.01		$	(0.29	)
Shares used in computing diluted earnings per share		83,177			83,025			82,682			83,036			82,465

(a) Acquisition-related costs relates to retention-based consideration under the terms of the Widerweb and Solomio acquisitions. Amortization relates to acquired intangible assets.

(b) Relates to legal fees regarding the stock option lawsuits and special investigation, net of insurance reimbursements.

(c) The tax impact relates to tax benefits related to amortization of intangibles and stock-based compensation.

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Openwave Reports Fourth Quarter Financial Results Page 8

OPENWAVE SYSTEMS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS-UNAUDITED

(in thousands)

	Three Months Ended									Twelve Months Ended
	June 30, 2009			March 31, 2009			June 30, 2008			June 30, 2009			June 30, 2008
Operating activities:
Net income (loss)	$	(3,444	)	$	(7,768	)	$	2,157		$	(85,876	)	$	(21,862	)
Gain on sale of discontinued operation		—			—			(19,735	)		(2,000	)		(36,190	)
Reconciling items:
Depreciation, amortization of intangibles and stock-based compensation		2,519			2,969			5,524			13,039			28,698
Non-cash restructuring charges		518			410			439			2,039			2,002
Provision for (recovery of) doubtful accounts		(595	)		(151	)		525			(911	)		(1,402	)
Other non-cash items, net		(8	)		79			1,492			281			538
Payment of legal settlement		—			—			—			(5,000	)		—
Other-than-temporary impairments of investments		—			1,612			1,206			9,780			3,713
Goodwill impairment		—			—			—			59,517			—
Changes in operating assets and liabilities		5,487			8,824			(5,998	)		9,146			(29,531	)
Net cash provided by (used for) operating activities		4,477			5,975			(14,390	)		15			(54,034	)
Investing activities:
Purchases of property and equipment, net		(1,161	)		(1,772	)		(1,296	)		(3,433	)		(5,726	)
Proceeds from sale of non-operating assets		—			—			—			—			1,065
Sale of discontinued operation, net		—			—			20,000			—			56,001
Payments and restricted cash related to prior acquisitions		—			75			(438	)		11,709			(1,422	)
Proceeds of investments, net		(70	)		1,069			11,830			20,232			123,447
Reclass of cash equivalents to short term investments		—			—			—			—			(9,796	)
Maturities of restricted cash and investments, net		213			16,745			—			16,958			225
Net cash provided by (used for) investing activities		(1,018	)		16,117			30,096			45,466			163,794
Financing activities:
Payment on notes payable		—			—			—			(150,000	)		(113	)
Fees on line of credit		—			(245	)		—			(245	)		—
Net proceeds from issuance of common stock		20			—			—			20			88
Cash used to repurchase stock from employees		—			—			1			—			(504	)
Employee stock purchase plan		66			—			284			139			820
Cash provided by (used for) financing activities		86			(245	)		285			(150,086	)		291
Net increase (decrease) in cash and cash equivalents		3,545			21,847			15,991			(104,605	)		110,051
Cash and cash equivalents at beginning of period		88,000			66,153			180,159			196,150			86,099
Cash and cash equivalents at end of period, including discontinued operations	$	91,545		$	88,000		$	196,150		$	91,545		$	196,150

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