WORLDWIDE | INVESTORS | CAREERS | SUPPORT | CONTACT US
Openwave Systems, Inc.
News Room
 
Home > News Room > Press Releases > 2006 > 12/01/2006
  Print this Page Email this Page  
  OPENWAVE FILES 10-K FOR FISCAL YEAR 2006
 

  Annual Meeting Scheduled for January 17, 2007
 
REDWOOD CITY, Calif. - December 1, 2006 -- Openwave Systems Inc. (Nasdaq: OPWV), the leading provider of independent software products and services for the communications industry, today filed its form 10-K for the fiscal year ended June 30, 2006 with the Securities and Exchange Commission (SEC). The Special Committee of its Board of Directors (the "Special Committee") has also concluded its review of the Company's stock option grants and practices. As previously announced, the Company delayed filing its form 10-K for the fiscal year 2006 and 10-Q for the fiscal quarter ended September 30, 2006 due to the Special Committee's independent stock option review.

The Special Committee, which consists of three independent members of the Company's Board, was assisted by independent outside legal counsel and independent accounting advisors. The Special Committee reviewed all grants of stock options from June 1999 to September 2006 and undertook an extensive examination of the Company's accounting policies, accounting records, supporting documentation, e-mail communications and interviews with current and former employees and Board members.

The key findings of the Special Committee are as follows:

1. The Special Committee did not find evidence that leads it to conclude that there was fraud or manipulation in the granting of stock options.

2. The Special Committee identified certain circumstances in which the grant date used by the Company as the "measurement date" for accounting purposes preceded the appropriate measurement date.

In light of these findings by the Special Committee, Openwave re-measured certain stock option grants which resulted in additional non-cash charges for stock-based compensation and associated payroll tax expense for fiscal years 2000 through 2005, totaling approximately $182 million. The Company noted that $167 million, or 92%, of the total $182 million charge was related to fiscal 2001 ($135 million) and fiscal 2002 ($32 million).

Openwave has not amended, and does not intend to amend, its previously filed annual reports on form 10-K or quarterly reports on form 10-Q for the periods affected by the restatements. The financial information that has been previously filed or otherwise reported for the periods from fiscal 1999 through fiscal 2005 is superseded by the information in the form 10-K for fiscal 2006. As a result, the financial statements and related financial information contained in such previously filed reports should no longer be relied upon. Additional details, including related disclosures, are available in the Company's form 10-K, filed today.

David Peterschmidt, Openwave President and CEO, said, "We are pleased that we were able to file our 10-K and are taking the necessary steps to file our 10-Q to regain compliance with the NASDAQ listing requirements. As we move forward, we remain focused on improving sales execution and bringing new products and solutions to market."

By filing the form 10-K and providing a copy to the trustee, the Company has cured, within the required timeframe, the previously announced failure to satisfy a convertible debt covenant.

Within the next several weeks Openwave plans to file its form 10-Q for the fiscal quarter ended September 30, 2006. Upon such filing, the Company will regain compliance with the NASDAQ listing requirements, as well as be able to cure the default in connection with its convertible bond covenants.

Additionally, with the completion of the Special Committee's independent review, the Company announced that its Annual Meeting of Stockholders will be held on Wednesday, January 17, 2007, at 8:30 a.m. PST at the Company's headquarters located at 2100 Seaport Boulevard, Redwood City, CA 94063. Stockholders of record as of November 27, 2006 will be entitled to notice of and vote at the annual meeting. Openwave expects to mail its definitive proxy statement to all stockholders of record on or about December 15, 2006.

About Openwave
Openwave Systems Inc. (Nasdaq: OPWV) is one of the world's leading innovators of software applications and infrastructure designed to enable revenue-generating, personalized services, including mobile analytics, content adaptation, mobile and broadband advertising, and a suite of unified messaging solutions.

As the communications industry intersects with the Internet, Openwave software enables service providers to converge services, increasing the value of their networks by accelerating time to market and reducing the cost and complexity associated with new service deployment. Openwave's unique product portfolio provides a complete range of mobile internet service management, messaging, and location based solutions. Openwave is a global company with a blue chip customer base spanning North America, Latin America, Australia and New Zealand, Asia, Africa, Europe, and the Middle East. Openwave is headquartered in Redwood City, California. For more information please visit www.openwave.com.

Cautionary Note Regarding Forward Looking Statements
 
This release contains forward-looking statements relating to expectations, plans or prospects for Openwave Systems Inc. that are based upon the current expectations and beliefs of Openwave's management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. In particular, the following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: (a) the ability to make changes in business strategy, development plans and product offerings to respond to the needs of our current, new and potential customers, suppliers and strategic partners; (b) risks associated with the development and licensing of software generally, including potential delays in software development and technical difficulties that may be encountered in the development or use of our software; (c) the ability and timing of the Company to regain compliance with NASDAQ Marketplace Rule 4310(c)(14) and the periodic reporting requirements of the Exchange Act; (d) the continued listing of the Company's stock on the Nasdaq Global Select Market; (e) the ability and timing of the Company to cure defaults under its convertible notes; (f) increased global competition and pricing pressure on our products; (g) technological changes and developments; and (h) general risks of the Internet and wireless and wireline telecommunications sectors.

For a detailed discussion of these and other cautionary statements, please refer to the risk factors discussed in filings with the U.S. Securities and Exchange Commission ("SEC"), including but not limited to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2006, and any subsequently filed reports. All documents also are available through the SEC's Electronic Data Gathering Analysis and Retrieval system (EDGAR) at www.sec.gov or from Openwave's Web site at www.openwave.com.

 
Openwave and the Openwave logo are trademarks of Openwave Systems Inc. or its subsidiaries. All other trademarks are the properties of their respective owners.

For further information:
 
Contact Openwave Worldwide Public Relations

INVESTOR CONTACTS
Mike Bishop
Investor Relations
Openwave Systems Inc.
(650) 480 4461
investor@openwave.com 		 



 
Search Press Releases

Search
 
 
 
 
Openwave Investors
Stock information, email alerts, SEC documents and investor news.  
About Our Customers
Openwave customers serve over half of all mobile subscribers 
Openwave Executives
Openwave's team of visionary executives and board members 
Company Overview
Openwave's history and mission  
Industry Events
Learn about Openwave's presence at industry events. 
 
 
TERMS AND CONDITIONS | PRIVACY POLICY | SITE MAPCopyright © 2000-2008 Openwave Systems Inc.