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.
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| 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. |
