SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3
TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OPENWAVE SYSTEMS INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 94-3219054
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
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Software.com, Inc. 2000 Nonstatutory Stock Option Plan
AtMobile.com, Inc. Amended and Restated 1997 Stock Option Plan
(Full Titles of the Plans)
Donald J. Listwin
President and Chief Executive Officer
Openwave Systems Inc.
1400 Seaport Boulevard
Redwood City, California 94063
Copy to:
Stephen Fackler, Esq.
Simpson Thacher & Bartlett
3330 Hillview Avenue
Palo Alto, California 94304
(650) 251-5000
DEREGISTRATION OF SHARES
On June 14, 2001, the Board of Directors of the Registrant resolved to approve and adopt the Openwave Systems Inc. 2001 Stock Compensation Plan (the "2001 Plan") and resolved further to merge and subsume the AtMobile.com, Inc. Amended and Restated 1997 Stock Option Plan and the Software.com, Inc. 2000 Nonstatutory Stock Option Plan (together, the "Predecessor Plans") into the 2001 Plan. This Post-Effective Amendment No. 3 to the Registrant's Registration Statement No. 333-44926 on Form S-8 POS filed on November 20, 2000 (the "Registration Statement") is filed to deregister 119,425 shares previously registered that remain available for future grant under the AtMobile.com, Inc. Amended and Restated 1997 Stock Option Plan and 2,643,158 shares previously registered that remain available for future grant under the Software.com, Inc. 2000 Nonstatutory Stock Option Plan. The 2,762,583 shares deregistered by this Post-Effective Amendment No. 3 will be registered, by a subsequently filed registration statement on Form S-8 for the 2001 Plan, and the associated registration fee paid by the Registrant to register shares issuable under the Predecessor Plans on the Registration Statement will be carried forward and applied to the registration fee necessary to register shares issuable under the Registrant's 2001 Plan. Please note, however, that 170,936 shares remain subject to outstanding options previously granted under the Predecessor Plans. Accordingly, the Registration Statement will remain in effect to cover the potential exercise of such outstanding options.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 3 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Redwood City, State of California, on March 19, 2002.
By: /s/ Alan Black Alan Black Senior Vice President, Corporate Affairs, Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 3 to the Registration Statement has been signed by the following persons in the capacities indicated on March 19, 2002.
Signature Title
--------- -----
/s/ Donald J. Listwin Chairman of the Board, President, Chief Executive
------------------------- Officer and Director (principal executive officer)
Donald J. Listwin
/s/ Alan Black Senior Vice President, Corporate Affairs,
------------------------- Chief Financial Officer
Alan Black (principal financial and accounting officer)
/s/ Roger Evans Director
-------------------------
Roger Evans
/s/ John MacFarlane Chief Technology Officer and Director
-------------------------
John MacFarlane
/s/ Andrew Verhalen Director
-------------------------
Andrew Verhalen
/s/ Bernard Puckett Director
-------------------------
Bernard Puckett
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