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) February 25, 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 5.02. Departure of Directors Or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 25, 2015, the Board of Directors (the "Board") of Wave Systems Corp. (the "Company) appointed R. Stephen Cheheyl as director, effective April 6, 2015. The term of Mr. Cheheyl as director runs through the Company's 2015 Annual Meeting of Stockholders, at which time the Board expects Mr. Cheheyl will stand for election by a vote of the stockholders. In connection with his appointment, Mr. Cheheyl received a grant of options exercisable for 3,750 shares of the Company's Class A Common Stock at a price of $0.79 per share (the closing price on February 25, 2015).
Item 8.01. Other Events.
On March 3, 2015, the Company issued a press release (the “Press Release”) announcing the appointments of Mr. Cheheyl. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||
| Exhibit 99.1 | Press Release, dated March 3, 2015 | |||
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized.
| WAVE SYSTEMS CORP. | ||||
| By: | /s/ Walter A. Shephard | |||
| Walter A. Shephard | ||||
| Chief Financial Officer | ||||
| Dated: March 3, 2015 | ||||
| EXHIBIT INDEX | ||||
| Exhibit No. | Description | |||
| Exhibit 99.1 | Press Release, dated March 3, 2015 | |||