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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
November 17, 2000
(Date of earliest event reported)
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Openwave Systems Inc.
(Exact name of Registrant as specified in its charter)
Delaware 000-25687 94-3219054
(State of incorporation (Commission File No.) (IRS Employer
or organization) Identification No.)
800 Chesapeake Drive
Redwood City, CA 94063
(Address of principal executive offices)
(650) 562-0200
(Registrant's telephone number, including area code)
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired
The audited financial statements of Software.com, Inc. ("Software.com") for
the years ended December 31, 1999 and 1998, are included in the Registration
Statement on Form S-4 (No. 333-44926), as amended, and related joint proxy
statement/prospectus of the Registrant (formerly known as "Phone.com, Inc.")
filed with the Securities and Exchange Commission (the "SEC") on August 31,
2000, and the unaudited financial statements of Software.com for the nine
months ended September 30, 2000, are included in Software.com's Quarterly
Report on Form 10-Q filed with the SEC on November 14, 2000, (No. 000-26379)
and are incorporated herein by reference.
(b) Pro Forma Financial Information
The required pro forma financial information of the Registrant which gives
effect to the acquisition of Software.com is attached hereto as exhibit 99.1.
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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.
/S/ Alan Black
By: _______________________________
Name:Alan Black
Title:Senior Vice President,
Corporate Affairs, Chief
Financial Officer and
Treasurer
Date: January 31, 2001
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EXHIBIT INDEX
23.1 Consent of Ernst & Young LLP, independent auditors, with respect to
Software.com, Inc.
99.1 Unaudited Pro Forma Combined Condensed Financial Information described in
Item 7(b) above.