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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
July 2, 2001
(Date of earliest event reported)
Openwave Systems Inc.
(Exact name of Registrant as specified in its charter)
Delaware 000-25687 94-3219054
(State of incorporation or (IRS Employer Identification
organization) (Commission File No.) No.)
1400 Seaport Boulevard
Redwood City, CA 94063
(Address of principal executive offices)
(650) 480-8000
(Registrant's telephone number, including area code)
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit
No. Description
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99.1 Unaudited consolidated statements of operations for the years ended
June 30, 2000, 1999 and 1998.
99.2 Unaudited consolidated statements of cash flows for the years ended
June 30, 2000, 1999 and 1998.
Item 9. Regulation FD Disclosure.
Pursuant to its application for the qualification of the issuance of common
stock in connection with the acquisition of Avogadro, Inc., Openwave Systems
Inc. filed today with the California Department of Corporations certain
unaudited consolidated financial information as required under Sections
260.121 and 260.613 of Title 10 of the California Administrative Code. As
required by Regulation FD, the Company has filed this Form 8-K to publicly
disclose the unaudited financial information available in the California
Department of Corporations filing. This information includes the unaudited
consolidated statements of operations and cash flows for the years ended June
30, 2000, 1999 and 1998.
The unaudited consolidated financial information gives retroactive effect
to the merger of Silver Merger Sub Inc., a wholly owned subsidiary of Openwave
Systems Inc. with and into Software.com, Inc. which has been accounted for as
a pooling of interests.
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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
Date: July 2, 2001
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EXHIBIT INDEX
Exhibit
No. Description
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99.1 Unaudited consolidated statements of operations for the years ended
June 30, 2000, 1999 and 1998.
99.2 Unaudited consolidated statements of cash flows for the years ended
June 30, 2000, 1999 and 1998.
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