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
November 17, 2000
(Date of earliest event reported)
OPENWAVE SYSTEMS INC.
(Exact name of Registrant as specified in its charter)
Delaware 000-25687 94-3219054
(State of (Commission File No.) (IRS Employer
incorporation or Identification No.)
organization)
800 Chesapeake Drive
Redwood City, CA
(Address of principal executive offices)
94063
(zip code)
(650) 562-0200
(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) On November 17, 2000, Openwave Systems Inc. ("Openwave",
formerly known as Phone.com, Inc. ("Phone.com")) consummated its pending
merger with Software.com, Inc. ("Software.com"). The transaction was closed
pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated
as of August 8, 2000, as amended, by and among Phone.com, Silver Merger Sub
Inc. ("Merger Sub"), and Software.com. As a result of the transaction,
Software.com became a wholly owned subsidiary of Phone.com. The purchase
price consisted of the issuance of 94,506,060 shares of Phone.com common
stock in exchange for all the outstanding common stock of Software.com as
of the date of consummation based on an exchange ratio equal to 1.6105
shares of Phone.com common stock for each share of Software.com common
stock acquired. Approximately 12,520,161 of such shares of Phone.com common
stock were reserved for issuance in connection with the assumption of
Software.com's outstanding employee benefit plans, options and employee
stock purchase plans pursuant to the Merger Agreement.
The basic terms of the Merger Agreement, the method used for
determining the amount of consideration paid by Phone.com and the
relationships between Phone.com and Software.com and their respective
directors and executive officers were described in the joint proxy
statement/prospectus, dated October 10, 2000, filed in connection with
Phone.com's Registration Statement on Form S-4 (No. 333-44926), which is
incorporated herein by reference. Software.com's assets consist of cash,
receivables, inventory, property and equipment, and other tangible and
intangible assets.
The approval of the Merger Agreement and the transactions
associated with it by the stockholders of each of Phone.com and
Software.com and the consummation of the merger of Merger Sub with and into
Software.com was announced in a press release of Phone.com, dated November
17, 2000, a copy of which is filed as an exhibit hereto.
(b) The acquisition by Openwave of shares of Software.com common
stock pursuant to the Merger Agreement is deemed the indirect acquisition
of the assets of Software.com represented thereby, including Software.com's
equipment and other physical property. Software.com utilizes such assets in
the conduct of its business as a provider of Internet infrastructure
software for wireline and wireless service providers. Openwave will
continue to utilize such assets in the conduct of its business as a
provider of Internet infrastructure and application software.
ITEM 5. OTHER EVENTS.
On November 17, 2000, Openwave took additional actions required
pursuant to the terms of the Merger Agreement. Effective on November 17,
2000, Phone.com, Inc. changed its corporate name to "Openwave Systems Inc."
The name change was effected by the merger of a newly-formed, wholly-owned
subsidiary of Phone.com with and into Phone.com, pursuant to Section 253 of
the General Corporation Law of the State of Delaware. Phone.com was
the surviving corporation of the merger. The only effect of the merger was
to change the corporate name of Phone.com from "Phone.com, Inc." to
"Openwave Systems Inc."
Further, prior to the effective time of the Merger, each of David
Kronfeld and Reed Hundt resigned as a Director of Phone.com. Phone.com's
board of directors appointed Bernard Puckett to serve as a Director of
Phone.com until the annual meeting of stockholders for 2001; and appointed
John MacFarlane to serve as a Director of Phone.com until the annual
meeting of stockholders for 2002. Certain additional officers were
appointed, as further described in a press release of Phone.com, dated
August 9, 2000, a copy of which is filed as an exhibit hereto and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of Businesses Acquired
The financial statements required by this Item will be filed by
amendment approximately 60 days from the date of filing of this current
report on Form 8-K.
(b) Pro Forma Financial Information
The pro forma financial information required by this Item will be
filed by amendment approximately 60 days from the date of filing of this
current report on Form 8-K.
(c) Exhibits
99.1 Press Release issued by Phone.com on August 9, 2000
99.2 Press Release issued by Phone.com on November 17, 2000
SIGNATURE
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, thereto duly authorized.
OPENWAVE SYSTEMS INC.
By: /s/ Alan Black
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Name: Alan Black
Title: Senior Vice President, Corporate Affairs,
Chief Financial Officer and Treasurer
Date: November 29, 2000
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Press Release issued by Phone.com on August 9, 2000
99.2 Press Release issued by Phone.com on November 17, 2000