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): December 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):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.03. Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 30, 2015, Wave Systems Corp. (“Wave”) announced that, following shareholder approval at an annual meeting of the stockholders held on December 28, 2015, Wave’s Board of directors has approved a 1-for-10 reverse stock split of Wave’s common stock, effective as of December 31, 2015 (the “Reverse Stock Split”). In connection with the Reverse Stock Split, Wave filed with the Secretary of State of the State of Delaware a Certificate of Amendment of Wave’s Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split and to decrease the number of authorized shares of Wave’s Class A common stock, par value $.01 per share (the “Class A Common Stock” and Class B Common stock, par value $.01 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) from approximately 60,821,140 shares in the aggregate to approximately 6,082,114 shares. A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.
The Certificate of Amendment became effective as of 5:00 p.m., Eastern time, on December 30, 2015, at which time every ten shares of issued and outstanding Class A Common Stock and Class B Common Stock were automatically combined into one issued and outstanding share of Class A Common Stock or Class B Common Stock, as applicable, without any change in the par value per share.
No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise hold a fractional share of Common Stock will receive a cash payment from the proceeds of that sale in lieu of such fractional share.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 28, 2015, the stockholders of Wave voted to approve the Reverse Stock Split and Certificate of Amendment, which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on December 8, 2015. Stockholders approved the proposals presented for a vote. The table below sets forth the number of votes case for and against or withheld, for each matter voted upon by the Company’s stockholders.
Proposal 1: The approval of the Certificate of Amendment to effect a reverse stock split of the Class A Common Stock.
For Against Abstain
38,148,754 8,876,650 188,136
Proposal 2: The approval of the Certificate of Amendment to effect a reverse stock split of the Class B Common Stock.
For Against Abstain
38,051,754 8,964,885 196,899
Item 8.01. Other Events.
The Reverse Stock Split was announced by means of a press release entitled “Following Shareholder Approval of Reverse Split Proposal, Wave’s Board Approves 1-for-10 Reverse Stock Split.” A copy of this press release has been filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. | | Description |
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Exhibit 3.1
| | Certificate of Amendment of Restated Certificate of Incorporation of Wave. |
Exhibit 99.1 | | Press Release of Wave, dated December 30, 2015, announcing the Reverse Stock Split. |
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.
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| WAVE SYSTEMS CORP. |
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| By: | |
| | Walter A. Shephard |
| | Chief Financial Officer |
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Dated: December 30, 2015 | |
EXHIBIT INDEX
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Exhibit No. | | Description |
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Exhibit 3.1
| | Certificate of Amendment of Restated Certificate of Incorporation of Wave. |
Exhibit 99.1 | | Press Release of Wave, dated December 30, 2015, announcing the Reverse Stock Split. |
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CERTIFICATE OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION
OF
WAVE SYSTEMS CORP.
Wave Systems Corp. (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
1. The name of the Corporation is Wave Systems Corp.
2. Effective at 5:00 p.m. (Delaware time) on the date of the filing of this Certificate of Amendment with the Secretary of State of the State of Delaware (such time on such date, the “Effective Time”), each ten (10) shares of the Corporation’s Class A Voting Common Stock, $.01 par value per share (the “Class A Common Stock”) and Class B Voting Common Stock, $.01 par value per share (the “Class B Common Stock” and, collectively with the Class A Common Stock, the “Common Stock”), respectively, issued and outstanding immediately prior to the Effective Time shall automatically, without further action on the part of the Corporation or its stockholders, be combined into and become one share of fully paid and nonassessable Class A Common Stock or Class B Common Stock (as applicable), subject to the treatment of fractional share interests set forth below. No fractional shares of Common Stock shall be issued by the Corporation, and the Corporation shall not recognize on its stock record books any purported transfer of any purported fractional share interest. A holder of Common Stock immediately prior to the Effective Time who would otherwise be entitled to a fraction of a share as a result of the reverse stock split effected hereby (which shall be determined on the basis of the total number of shares of Common Stock held by a holder of record immediately prior to the Effective Time) shall, in lieu thereof, be entitled to receive a cash payment in an amount equal to the fraction to which the stockholder would otherwise be entitled multiplied by the average of the closing prices per share of the Class A Common Stock, as reported by Bloomberg L.P. as of 4:00 PM (Delaware time) (as adjusted for the reverse stock split effected hereby), during the ten consecutive trading days ending on the trading day immediately prior to the day on which the Effective Time occurs (or if such prices are not available, the average of the last bid and asked prices of the Common Stock on such days (as adjusted for the reverse stock split effected hereby) or other price determined in good faith by the Board of Directors).
3. The amendment of the Restated Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, we have made and signed this certificate this 28 day of December, 2015.
By: /s/Walter A. Shephard
Name: Walter A. Shephard
Title: Chief Financial Officer
Following Shareholder Approval, Wave’s Board Approves 1-for-10 Reverse Stock Split
Lee, MA—December 30, 2015—Wave Systems Corp. (NASDAQ: WAVX) announced today that, following shareholder approval at the special Shareholders’ meeting on December 28, 2015, the Board of Directors has approved a 1-for-10 reverse split of the Company’s common stock. The reverse stock split will be in effect at the commencement of trading Thursday, December 31, 2015.
The reverse split is being implemented for purposes of regaining compliance with the $1.00 per share minimum closing bid price requirement for continued listing on the Nasdaq Capital Market.
For every ten (10) shares held, Wave shareholders will receive in exchange one (1) new share of Wave Systems common stock. Shareholders otherwise entitled to fractional shares as a result of the reverse stock split will receive cash payments in lieu of those fractional shares. The number of common shares issued and outstanding (Class A and Class B combined) will be reduced to approximately 6.1 million (from approximately 60.8 million). Shareholders’ percentage ownership in the Company will remain unchanged as a result of the reverse split.
The Board of Directors believes that the reverse stock split will enable the Company to regain compliance with the $1 per share minimum closing bid price continued listing requirement. However, there can be no assurance that this result will be achieved or that Wave will maintain the listing of its common stock on the Nasdaq Capital Market.
In addition to the bid price rule, in order to remain listed on the NASDAQ Capital Market, we must also maintain compliance with all of the other required continued listing requirements of the NASDAQ Capital Market, including the $35 million market capitalization requirement. We are not currently in compliance with this rule. In accordance with the NASDAQ Listing Rules, the Company has been provided a grace period of 180 calendar days, through February 8, 2016, to evidence compliance with the minimum market value rule.
About Wave Systems Corp.
Wave Systems 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 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 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 Contact Investor Relations Contact:
Walter Shephard, CFO David Collins
413-243-1600 212-924-9800
investors@wave.com wavx@catalyst-ir.com