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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q/A
Amendment No. 1
(Mark One)
[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended December 31, 2000
OR
[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 000-25687
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OPENWAVE SYSTEMS INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3219054
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
800 Chesapeake Drive
Redwood City, California 94063
(Address of principal executive offices, including zip code)
(650) 562-0200
(Registrant's telephone number, including area code)
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [_]
As of January 31, 2001, there were 167,074,846 shares of the registrant's
Common Stock outstanding.
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EXPLANATORY NOTE
This report on Form 10-Q/A of Openwave Systems Inc. is filed solely to
amend the Exhibit Index included herein.
Part II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
3.1 Certificate of Amendment*
3.2 Certificate of Ownership and Merger*
10.1 Openwave Systems Inc. 1995 Stock Plan formerly known as the
Software.com, Inc. 1995 Stock Plan
10.2 Software.com, Inc. 1999 Employee Stock Purchase Plan
10.3 Form of Software.com, Inc. Stock Option Agreement for John L.
MacFarlane
10.4 Form of Phone.com, Inc. Stock Option Agreement for Donald J.
Listwin
(b) Reports on Form 8-K
The Company filed a Current Report on Form 8-K, dated November 29, 2000,
during the quarter ended December 31, 2000 which reported "Item 2. Acquisition
or Disposition of Assets," "Item 5. Other Events" and "Item 7. Financial
Statements, Pro Forma Financial Statements and Exhibits."
On August 17, 2000, the registrant filed a Current Report on Form 8-K to
report that it had entered into (i) an Agreement and Plan of Merger, dated as
of August 8, 2000, by and among the registrant, Software.com, Inc. and Silver
Merger Sub Inc., and related agreements, and (ii) a Rights Agreement, dated as
at August 8, 2000, by and between the registrant and U.S. Stock Transfer
Corporation, as Rights Agent.
* Previously filed.
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 thereunto duly authorized.
Openwave Systems Inc.
/s/ Alan Black
By: _________________________________
Alan Black
Senior Vice President, Corporate
Affairs
Chief Financial Officer and
Treasurer
(Principal Financial and
Accounting Officer)
Date: February 14, 2000