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) August 5, 2010

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 August 5, 2010, Openwave Systems Inc. issued a press release announcing its financial results for the fiscal quarter ended June 30, 2010. 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 August 5, 2010.

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/    ANNE BRENNAN
	Name:	Anne Brennan
	Title:	Chief Financial Officer
Date: August 5, 2010

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by Openwave Systems Inc. on August 5, 2010.

EX-99.1

EXHIBIT 99.1

OPENWAVE REPORTS FOURTH QUARTER AND FISCAL YEAR 2010 FINANCIAL RESULTS

REDWOOD CITY, CA – August 5, 2010 – Openwave Systems Inc. (Nasdaq: OPWV), a global software innovator delivering context-aware mediation and messaging solutions, today announced that revenues for the fourth fiscal quarter ended June 30, 2010 were $43.6 million, compared with $40.1 million in the prior quarter ended March 31, 2010 and $47.9 million in the June quarter in the preceding fiscal year. Bookings for the fourth quarter of fiscal 2010 were $35.8 million. The company ended the quarter with $119.4 million in cash and investments.

“As operators move to an all-IP network, they are starting to make decisions about the architecture of these next generation networks,” said Ken Denman, CEO of Openwave. “Our Media Optimizer, Analytics and Smart Policy products, based on the next-generation Integra platform, will help carriers better manage their data traffic and generate new revenue opportunities, while helping Openwave diversify its customer base and gain market share in 2011.”

On a GAAP basis, net loss for the fourth fiscal quarter ended June 30, 2010 was $2.9 million or $0.03 per share, compared with a net loss of $4.2 million, or $0.05 per share, in the prior quarter and a net loss of $3.4 million, or $0.04 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, 2010 was $61,000, or $0.00 per share, compared with a net loss of $2.0 million or $0.02 per share, in the prior quarter and a net loss of $278,000, or $0.00 per share, during the June quarter of the prior year. Non-GAAP net loss excludes restructuring, impairments, amortization of intangibles and stock-based compensation, amounts associated with certain unusual events, discontinued operations, certain losses on investments and the tax impact of these items.

For fiscal 2010, Openwave reported total revenues of $183.3 million, compared with $191.7 million in fiscal 2009. Net loss on a GAAP basis for the year was $5.9 million, compared with $85.9 million in the prior year. Net income on a non-GAAP basis was $969,000 for fiscal 2010 compared with net income of $452,000 in fiscal 2009. Cash outflow from operations was $9.2 million for fiscal 2010 compared with breakeven in fiscal 2009.

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. Additionally, these non-GAAP measures exclude items that are non-cash items that many other companies exclude, in order to compare Openwave with other companies, such as stock-based compensation and amortization of intangibles. These non-GAAP measures also exclude items which management does not consider in evaluating Openwave’s on-going business, such as restructuring costs, impairments, and discontinued operations. 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 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 daylight time today to discuss its financial results for its fourth quarter ended June 30, 2010. Interested parties may access the conference call over the Internet through Openwave’s website at www.openwave.com or by telephone at (877) 941-2068 or (480) 629-9712 (international). A replay of the conference call will be available for two weeks beginning at approximately 8:00 p.m. eastern daylight time today by calling 800-406-7325. The replay can be accessed internationally by calling 303-590-3030. Reservation number: 4323188.

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

About Openwave

Openwave Systems Inc. (Nasdaq: OPWV) is a global software innovator delivering context-aware mediation and messaging solutions that enable communication service providers and the broader ecosystem to create and deliver smarter services.

Building on its mobile data heritage, Openwave mobilizes the Internet with predictive solutions fueled by real-time analytics that mediate among different ecosystem elements, comprehensively enhancing modes of IP traffic. The result can provide customers with a 360-degree view of their network, devices and services, and enables them to proactively optimize network resources, quickly launch smart mobile services, and provide a contextually relevant user experience.

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

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 the Openwave’s filings with the U.S. Securities and Exchange Commission (“SEC”), including the company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2009 and quarterly report on Form 10-Q for the period ended March 31, 2010. These documents 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 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

OPENWAVE SYSTEMS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS-UNAUDITED

(In thousands)

	June 30, 2010		June 30, 2009
Assets
Current Assets:
Cash, cash equivalents and short-term investments	$	106,146	$	109,082
Accounts receivable, net		31,160		31,107
Prepaid and other current assets		18,018		26,801
Total current assets		155,324		166,990
Property and equipment, net		8,365		11,566
Long-term investments and restricted cash and investments		13,222		17,618
Deposits and other assets		9,231		8,313
Goodwill		267		—
Intangible assets, net		2,200		3,880
Total assets	$	188,609	$	208,367
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	4,658	$	5,348
Accrued liabilities		20,584		23,079
Accrued restructuring costs		15,128		15,327
Deferred revenue		35,132		38,349
Total current liabilities		75,502		82,103
Accrued restructuring costs, less current portion		23,820		34,843
Deferred revenue, less current portion		11,800		11,901
Deferred rent obligations and long-term taxes payable		4,728		6,824
Total liabilities		115,850		135,671
Stockholders’ equity		72,759		72,696
Total liabilities and stockholders’ equity	$	188,609	$	208,367

OPENWAVE SYSTEMS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS-UNAUDITED

(In thousands, except per share data)

	Three Months Ended									Twelve Months Ended
	June 30, 2010			March 31, 2010			June 30, 2009			June 30, 2010			June 30, 2009
Revenues:
License	$	15,684		$	12,546		$	13,091		$	51,938		$	57,957
Maintenance and support		14,993			15,224			16,224			62,183			63,939
Services		12,940			12,333			18,622			69,183			69,802
Total revenues		43,617			40,103			47,937			183,304			191,698
Cost of revenues:
License		121			51			323			655			2,247
Maintenance and support		4,636			4,438			4,075			18,050			17,044
Services		9,506			9,565			13,878			51,919			52,304
Amortization of intangible assets		420			420			420			1,680			3,305
Total cost of revenues		14,683			14,474			18,696			72,304			74,900
Gross profit		28,934			25,629			29,241			111,000			116,798
Operating Expenses:
Research and development		10,835			10,679			11,025			41,045			46,126
Sales and marketing		10,303			11,030			11,768			43,096			42,475
General and administrative		7,917			6,555			6,539			29,107			32,777
Restructuring and other related costs		1,374			1,984			2,274			5,133			9,665
Impairment of goodwill and amortization		—			—			—			—			59,868
Total operating expenses		30,429			30,248			31,606			118,381			190,911
Operating loss from continuing operations		(1,495	)		(4,619	)		(2,365	)		(7,381	)		(74,113	)
Interest and other income (expense), net		(70	)		1,471			(172	)		(28	)		(10,363	)
Pre-tax loss from continuing operations		(1,565	)		(3,148	)		(2,537	)		(7,409	)		(84,476	)
Income taxes		1,294			1,053			907			2,964			3,029
Net loss from continuing operations		(2,859	)		(4,201	)		(3,444	)		(10,373	)		(87,505	)
Discontinued operations, net of tax		—			—			—			4,516			1,629
Net loss	$	(2,859	)	$	(4,201	)	$	(3,444	)	$	(5,857	)	$	(85,876	)
Basic and Diluted net income (loss) per share from:
Continuing operations	$	(0.03	)	$	(0.05	)	$	(0.04	)	$	(0.12	)	$	(1.06	)
Discontinued operations		—			—			—			0.05			0.02
Net loss per share	$	(0.03	)	$	(0.05	)	$	(0.04	)	$	(0.07	)	$	(1.04	)
Shares used in basic and diluted net loss per share		83,740			83,559			83,177			83,500			82,956
Stock-based compensation by category:
Maintenance and support	$	28		$	38		$	32		$	136		$	192
Services		40			60			60			212			464
Research and development		95			96			154			331			986
Sales and marketing		121			137			125			531			575
General and administrative		204			210			179			804			939
	$	488		$	541		$	550		$	2,014		$	3,156

OPENWAVE SYSTEMS INC.

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

(In thousands, except per share data)

	Three Months Ended									Twelve Months Ended
	June 30, 2010			March 31, 2010			June 30, 2009			June 30, 2010			June 30, 2009
Reconciliation between GAAP and Non-GAAP net income (loss):
Net loss	$	(2,859	)	$	(4,201	)	$	(3,444	)	$	(5,857	)	$	(85,876	)
Exclude:
Restructuring and other related costs		1,374			1,984			2,274			5,133			9,665
Impairment of goodwill and amortization		420			420			420			1,680			63,173
Amortization of stock-based compensation		488			541			550			2,014			3,156
Amounts associated with unusual events(a)		557			(986	)		(44	)		418			2,910
Discontinued operations, net		—			—			—			(4,516	)		(1,629	)
Realized losses and other-than-temporary impairments of investments		—			236			—			2,272			9,780
Tax impact of reconciling items(b)		(41	)		(41	)		(34	)		(175	)		(727	)
Non-GAAP net income (loss)	$	(61	)	$	(2,047	)	$	(278	)	$	969		$	452
Diluted GAAP net loss per share	$	(0.03	)	$	(0.05	)	$	(0.04	)	$	(0.07	)	$	(1.03	)
Exclude:
Restructuring and other related costs	$	0.02		$	0.02		$	0.02		$	0.06		$	0.11
Impairment of goodwill and amortization	$	—		$	0.01		$	0.01		$	0.03		$	0.76
Amortization of stock-based compensation	$	—		$	0.01		$	0.01		$	0.02		$	0.04
Amounts associated with unusual events(a)	$	0.01		$	(0.01	)	$	—		$	(0.01	)	$	0.04
Discontinued operations, net	$	—		$	—		$	—		$	(0.05	)	$	(0.02	)
Realized losses and other-than-temporary impairments of investments	$	—		$	—		$	—		$	0.03		$	0.12
Tax impact of reconciling items(b)	$	—		$	—		$	—		$	—		$	(0.01	)
Diluted non-GAAP net income (loss) per share	$	—		$	(0.02	)	$	—		$	0.01		$	0.01
Shares used in computing diluted earnings per share		83,740			83,559			83,177			85,127			83,036

(a) Relates to legal fees regarding lawsuits and other unusual events, net of insurance reimbursements.

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

OPENWAVE SYSTEMS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS-UNAUDITED

(in thousands)

	Three Months Ended									Twelve Months Ended
	June 30, 2010			March 31, 2010			June 30, 2009			June 30, 2010			June 30, 2009
Operating activities:
Net loss	$	(2,859	)	$	(4,201	)	$	(3,444	)	$	(5,857	)	$	(85,876	)
Gain on sale of discontinued operation		—			—			—			(4,516	)		(2,000	)
Reconciling items:
Depreciation, amortization of intangibles and stock-based compensation		2,106			2,209			2,519			9,124			13,039
Non-cash restructuring charges		337			403			518			1,681			2,039
Provision for (recovery of) doubtful accounts		395			(145	)		(595	)		(69	)		(911	)
Other non-cash items, net		376			317			(8	)		1,904			281
Payment of legal settlement, net of insurance reimbursement		—			—			—			—			(5,000	)
Realized losses and other-than-temporary impairments of investments		—			236			—			2,272			9,780
Goodwill impairment		—			—			—			—			59,517
Changes in operating assets and liabilities		(3,647	)		(2,168	)		5,487			(13,763	)		9,146
Net cash provided by (used for) operating activities		(3,292	)		(3,349	)		4,477			(9,224	)		15
Investing activities:
Purchases of property and equipment, net		(1,166	)		(1,072	)		(1,161	)		(3,159	)		(3,433	)
Sale of discontinued operation, net		—			—			—			4,516			—
Payments and restricted cash related to prior acquisitions		—			—			—			—			11,709
Proceeds of investments, net		4,902			(7,481	)		(70	)		(23,949	)		20,232
Maturities of restricted cash and investments, net		—			9			213			418			16,958
Net cash provided by (used for) investing activities		3,736			(8,544	)		(1,018	)		(22,174	)		45,466
Financing activities:
Payment on notes payable		—			—			—			—			(150,000	)
Fees on line of credit		—			(200	)		—			(200	)		(245	)
Net proceeds from issuance of common stock		645			91			86			988			159
Cash provided by (used for) financing activities		645			(109	)		86			788			(150,086	)
Net increase (decrease) in cash and cash equivalents		1,089			(12,002	)		3,545			(30,610	)		(104,605	)
Cash and cash equivalents at beginning of period		59,846			71,848			88,000			91,545			196,150
Cash and cash equivalents at end of period, including discontinued operations	$	60,935		$	59,846		$	91,545		$	60,935		$	91,545