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) October 15, 2014
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 (see General Instruction A.2. below):
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 1.01 Entry into a Material Definitive Agreement.
The information set forth below under “Item 2.01 Completion of Acquisition or Disposition of Assets” is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On October 15, 2014, Wave Systems Corp. entered into an Asset Purchase Agreement (the “Agreement”) with DocMagic, Inc. (“DocMagic”) to sell eSignSystems, a division of Wave Systems Corp., to DocMagic for $1,214,000 (the “Transaction”). The Transaction closed on October 16, 2014. A copy of the Agreement is filed herewith as Exhibit 2.1 and is incorporated herein by reference.
Item 8.01 Other Events.
On October 16, 2014, the Company issued a press release announcing the closing of the Transaction. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
2
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit | | Description |
| | |
2.1 | | Asset Purchase Agreement, dated October 15, 2014, by and between Wave Systems Corp. (Seller) and DocMagic, Inc. (Buyer). |
| | |
99.1 | | Press Release dated October 16, 2014. |
3
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/ Walter A. Shephard |
| | Walter A. Shephard |
| | Chief Financial Officer |
| | |
Dated: October 21, 2014 | | |
4
EXHIBIT INDEX
Exhibit | | Description |
| | |
2.1 | | Asset Purchase Agreement, dated October 15, 2014, by and between Wave Systems Corp. (Seller) and DocMagic, Inc. (Buyer). |
| | |
99.1 | | Press Release dated October 16, 2014. |
5
