UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 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, 2005
WAVE SYSTEMS CORP.
(Exact Name of Registrant as Specified in Charter)
DELAWARE | | 0-24752 | | 13-3477246 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
480 Pleasant Street, Lee, Massachusetts 01238
(Address of Principal Executive Offices) (ZIP Code)
Registrant’s telephone number, including area code (413) 243-1600
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On August 5, 2005, Wave Systems Corp. (“Wave”) entered into a Securities Purchase Agreement (the “Purchase Agreement”), pursuant to which Wave sold and issued 4,000,000 shares of Class A Common Stock, par value $.01 per share (the “Common Shares”), to certain purchasers who are parties to the Purchase Agreement (the “Purchasers”) for an aggregate purchase price of approximately $3,600,000. The Common Shares were priced at $.90. The Common Shares were drawn-down off of a shelf registration statement which was filed by Wave on April 15, 2004 and declared effective by the Securities and Exchange Commission (the “SEC”) on May 10, 2004. The Purchase Agreement is attached hereto as Exhibit 10.1.
JPC Capital Partners, Inc. (formerly Corpfin, Inc.) (the “Placement Agent”), had entered into a placement agency agreement with Wave in which they agreed to act as placement agent in connection with the offering. The Placement Agent is using its best efforts to introduce us to selected institutional investors who will purchase Common Shares. The Placement Agent has no obligation to buy any Common Shares from us. We have agreed to pay the Placement Agent a fee equal to 4.0% of the gross proceeds of this offering. The applicable Placement Agency Agreement was filed as Exhibit 10.5 to a Current Report on Form 8-K that Wave filed on August 3, 2004.
On August 8, 2005, Wave issued a press release announcing the transaction. A copy of this press release has been filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 10.1 | | Securities Purchase Agreement, dated as of August 5, 2005, by and among Wave and the Purchasers. |
Exhibit 10.2 | | Placement Agency Agreement, dated as of May 25, 2004, by and between Wave and Corpfin Inc. (Incorporated by reference to Exhibit 10.5 of Wave’s Form 8-K filed on August 3, 2004). |
Exhibit 99.1 | | Press Release of Wave, dated August 8, 2005, announcing the block sale. |
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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.
| WAVE SYSTEMS CORP. |
| |
| |
| By: | /s/ Steven Sprague | |
| | Steven Sprague |
| | Chief Executive Officer |
| |
Dated: August 8, 2005 | |
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EXHIBIT INDEX
Exhibit No. | | Description |
Exhibit 10.1 | | Securities Purchase Agreement, dated as of August 5, 2005, by and among Wave and the Purchasers. |
Exhibit 10.2 | | Placement Agency Agreement, dated as of May 25, 2004, by and between Wave and Corpfin Inc. (Incorporated by reference to Exhibit 10.5 of Wave’s Form 8-K filed on August 3, 2004). |
Exhibit 99.1 | | Press Release of Wave, dated August 8, 2005, announcing the block sale. |
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