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) February 25, 2014
 
WAVE SYSTEMS CORP.
(Exact Name of Registrant as Specified in Charter)
 
DELAWARE
 
0-24752
 
13-3477246
(State or Other Jurisdiction of Incorporation)
 
(Commission File
Number)
 
(IRS Employer
Identification No.)
 
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 5.02.     Departure of Directors Or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 25, 2015, the Board of Directors (the "Board") of Wave Systems Corp. (the "Company) appointed R. Stephen Cheheyl as director, effective April 6, 2015. The term of Mr. Cheheyl as director runs through the Company's 2015 Annual Meeting of Stockholders, at which time the Board expects Mr. Cheheyl will stand for election by a vote of the stockholders. In connection with his appointment, Mr. Cheheyl received a grant of options exercisable for 3,750 shares of the Company's Class A Common Stock at a price of $0.79 per share (the closing price on February 25, 2015).

Item 8.01. Other Events.
On March 3, 2015, the Company issued a press release (the “Press Release”) announcing the appointments of Mr. Cheheyl. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No.
 
Description
Exhibit 99.1
 
Press Release, dated March 3, 2015
 
 





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized.

 
 
 
WAVE SYSTEMS CORP.
 
 
 
 
 
 
 
 
By:
/s/ Walter A. Shephard
 
 
 
 
Walter A. Shephard
 
 
 
 
Chief Financial Officer
 
 
 
 
 
 
Dated: March 3, 2015
 
 
 
 




EXHIBIT INDEX
 
 
 
 
 
 
 
 
 
Exhibit No.
 
Description
Exhibit 99.1
 
Press Release, dated March 3, 2015
 
 







Wave Systems Appoints New Board Member, R.S. Cheheyl

Lee, MA-March 3, 2015 - Wave Systems Corp. (NASDAQ:WAVX) announced that R. Stephen Cheheyl has been elected as the company’s newest member of the Board of Directors, effective April 6, 2015.

Mr. Cheheyl, a seasoned operating executive with experience in the computer, software and data communications industries, retired as Executive Vice President of Business Operations of Bay Networks, then a $2 billion data networking company formed through the merger of Wellfleet and Synoptics Communications. He continues to be active as a private investor, board member, M&A advisor, CEO mentor, strategic advisor and new business start-up coach.

“Steve has extraordinary financial, operational and business expertise, and we’re delighted that he is joining Wave’s Board of Directors,” said Bill Solms, President and CEO of Wave Systems. “This addition to our current Board of Directors further solidifies our commitment to better serve our customers, to strengthen our partnerships and to build value for our shareholders.”

Mr. Cheheyl is filling the Board of Directors seat that was vacated by the passing of former Board Chairman, Mr. John Bagalay in November 2014. Subsequently, Wave announced the promotion of Mr. Dave Côté to Chairman of the Board, effective December 15, 2014.

During an impressive career spanning more than 30 years, Mr. Cheheyl was the financial officer responsible for the initial public offerings of three companies (Wellfleet, Alliant and Applicon), follow-on offerings, numerous private financings, and a series of mergers and acquisitions as both buyer and seller. Other experience includes several assignments as senior sales officer, as division general manager, and as senior manufacturing executive. As a chief financial officer, he was honored by being named to Upside Magazine’s national annual All-Star Team of technology executives. Mr. Cheheyl served as Senior Vice President of Finance and Administration at Wellfleet Communications guiding that company’s growth from $10 million in revenue to $500 million in four years.

Mr. Cheheyl earned his undergraduate degree at Dartmouth College and his M.B.A. at Northwestern University.

# # # #

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