UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON DC 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported) December 1, 2014

 

WAVE SYSTEMS CORP.

(Exact Name of Registrant as Specified in Charter)

 

 

480 Pleasant Street, Lee, Massachusetts 01238

(Address of Principal Executive Offices) (ZIP Code)

 

Registrant’s telephone number, including area code (413) 243-1600

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o                                   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                                   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                                   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                                   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 8.01              Other Events.

 

On December 1, 2014, the Company issued a press release announcing the passing of longtime Chairman and member of the Company’s Board of Directors, John E. Bagalay, Jr., Ph.D.  A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.  Mr. Bagalay had been a valued member of the Board since 1993 and Chairman of the Board since 2003. He will be remembered for the many significant contributions he had made to the Company over the past 20 years.

 

Item 9.01              Financial Statements and Exhibits.

 

(d)  Exhibits

 

Exhibit		Description
99.1		Press Release dated December 1, 2014.

 

2

 

SIGNATURES

 

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, hereunto duly authorized.

 

	WAVE SYSTEMS CORP.
	By:	/s/ Walter A. Shephard
		Walter A. Shephard
		Chief Financial Officer
Dated: December 2, 2014

 

3

 

EXHIBIT INDEX

 

Exhibit		Description
99.1		Press Release dated December 1, 2014.

 

4

 

Exhibit 99.1

 

 

Wave Systems Statement on the Passing of Chairman of the Board John E. Bagalay

 

Lee, MA—December 1, 2014 —Wave Systems Corp. (NASDAQ: WAVX) is saddened by the unfortunate passing on Saturday, November 29, of longtime Chairman and member of the company’s Board of Directors, John E. Bagalay, Jr., Ph.D. Mr. Bagalay had been a valued member of the Board since 1993 and Chairman of the Board since 2003. He will be remembered for the many significant contributions he had made to the company over the past 20 years.

 

 

“We are deeply saddened by John’s passing, and we have been immensely privileged to benefit from his support and contributions to the company for so many years,” said Bill Solms, Wave’s President and CEO. “We will truly miss him, and we will miss the wisdom he always shared with us. Our thoughts and prayers are with his family.”

 

# # # #

 

About Wave Systems

Wave Systems Corp. (NASDAQ: WAVX) reduces the complexity, cost and uncertainty of data protection by starting inside the device. Unlike other vendors who try to secure information by adding layers of software for security, Wave leverages the security capabilities built directly into endpoint computing platforms themselves. Wave has been a foremost expert on this growing trend, leading the way with first-to-market solutions and helping shape standards through its work as a board member for the Trusted Computing Group.

 

Safe Harbour for Forward-Looking Statements

This press release may contain forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), including all statements that are not statements of historical fact regarding the intent, belief or current expectations of the company, its directors or its officers with respect to, among other things: (i) the company’s financing plans; (ii) trends affecting the company’s financial condition or results of operations; (iii) the company’s growth strategy and operating strategy; and (iv) the declaration and payment of dividends.  The words “may,” “would,” “will,” “expect,” “estimate,” “anticipate,” “believe,” “intend” and similar expressions and variations thereof are intended to identify forward-looking statements.  Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the company’s ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors.  Wave assumes no duty to and does not undertake to update forward-looking statements.

 

All brands are the property of their respective owners.

 

 

Company:

Wave Systems Corp.

Walter A. Shephard, CFO

413-243-1600

investors@wave.com

 

Investor Relations:

Catalyst Global

David Collins, Chris Eddy

212-924-9800

wavx@catalyst-ir.com