UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): July 28, 2015
WAVE SYSTEMS CORP.
(Exact name of registrant as specified in its charter)
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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 8.01. Other Events.
On July 28, 2015, Wave Systems Corp. (the "Company") announced that its Board of Directors (the "Board") and Senior Management have initiated a global restructuring of the Company’s business in conjunction with a review of the Company's options for raising capital and pursuing customer transactions and other strategic alternatives.
The Company's restructuring involves immediate steps to reduce the Company’s global workforce by approximately 60% from 133 full time employees and contractors to a core team of approximately 54 employees spread across all functional areas. This core team was specifically selected to maintain critical competencies in all strategic technical, sales and administrative functions. The staffing reductions will include a combination of terminations and furloughs, which will provide some flexibility to recall employees if circumstances require. The Company is also exploring potential financing alternatives to bolster its working capital position.
The Company will focus its resources to support its core products, Wave Virtual Smart Card, Wave Self-Encrypting Drive Management and Wave Data Protection Suite software solutions, its key customers and prospects for these solutions, along with a select group of strategically important OEM partnerships.
In the face of difficulties in completing large enterprise sales engagements for the Company's hardware-rooted security solutions, Senior Management and the Board determined that the Company could no longer avoid deep staffing cuts which are estimated to reduce quarterly operating expenses by 50% to approximately $3.5 million per quarter from approximately $7.0 million.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed with this Current Report on Form 8-K:
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Exhibit No. | | Description |
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Exhibit 99.1 | | Press Release, dated July 28, 2015. |
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: July 29, 2015
EXHIBIT INDEX
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Exhibit No. | | Description |
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Exhibit 99.1 | | Press Release, dated July 28, 2015. |
Exhibit 99.1
Wave Systems Initiates Major Corporate Restructuring to Substantially Reduce Operating Costs and Position Company to Pursue Strategic Alternatives
Lee, MA - July 27, 2015 - Wave Systems Corp. (NASDAQ: WAVX), a developer of enterprise security software solutions, announced today that its Board of Directors and Senior Management have initiated a global restructuring of the Company’s business in conjunction with a review of Wave’s options for raising capital and pursuing customer transactions and other strategic alternatives.
Wave’s restructuring involves immediate steps to reduce the Company’s global workforce by approximately 60% from 133 full time employees and contractors to a core team of approximately 54 employees spread across all functional areas. This core team was specifically selected to maintain critical competencies in all strategic technical, sales and administrative functions. The staffing reductions will include a combination of terminations and furloughs, which will provide some flexibility to recall employees if circumstances require. The Company is also exploring potential financing alternatives to bolster its working capital position.
Wave will focus its resources to support its core products, Wave Virtual Smart Card, Wave Self-Encrypting Drive Management and Wave Data Protection Suite software solutions, its key customers and prospects for these solutions, along with a select group of strategically important OEM partnerships.
In the face of difficulties in completing large enterprise sales engagements for Wave’s hardware-rooted security solutions, management and the Board determined that Wave could no longer avoid deep staffing cuts which are estimated to reduce quarterly operating expenses by 50% to approximately $3.5 million per quarter from approximately $7.0 million.
Bill Solms, Wave’s CEO and President commented, “While we continue to believe that Wave’s software solutions provide strong and highly differentiated solutions for network, device and data security, delays in sales execution combined with waning financial strength and access to capital required the Board to take these significant actions. We believe these measures will make our operations more efficient for continuing work with existing customers and partners, while also providing us with more time to explore options for raising capital and pursuing customer transactions and other strategic alternatives in a deliberate manner. We believe that this smaller, more agile team will put Wave in a better position to pursue those options.”
About Wave Systems
Wave Systems Corp. reduces the complexity, cost and uncertainty of authentication and 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 is a leading expert in this growing trend and is leading the way with first-to-market solutions and helped shape standards through its board seat on the Trusted Computing Group.
Safe Harbor 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 company’s ability to retain its listing on the Nasdaq Capital Market. 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.
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Wave Systems Corp. | | Investor Relations |
Walter A. Shephard, CFO | | David Collins, Chris Eddy |
(413) 243-1600 | | (212) 924-9800 |
investors@wave.com | | wavx@catalyst-ir.com |