Attached files

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EX-99.3 - EX-99.3 - WAVE SYSTEMS CORPa11-28856_1ex99d3.htm
EX-99.2 - EX-99.2 - WAVE SYSTEMS CORPa11-28856_1ex99d2.htm
EX-99.1 - EX-99.1 - WAVE SYSTEMS CORPa11-28856_1ex99d1.htm
EX-99.4 - EX-99.4 - WAVE SYSTEMS CORPa11-28856_1ex99d4.htm

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 


 

FORM 8-K/A

Amendment No. 1

 


 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event Reported): September 22, 2011

 


 

WAVE SYSTEMS CORP.

 (Exact Name of Registrant as Specified in its 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

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report.)

 


 

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:

 

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))

 

 

 



 

Explanatory note

 

This Amendment No. 1 is being filed to amend and supplement Item 9.01 of the Current Report on Form 8-K of Wave Systems Corp. (the “Company” or “Wave”), originally filed with the Securities and Exchange Commission on September 23, 2011, to include the financial statements and pro forma financial information required under Item 9.01 below.

 

Item 9.01. Financial Statements and Exhibits.

 

(a) Financial Statements of Business Acquired

 

The unaudited condensed consolidated financial statements of Safend, Ltd. as of and for the six and three months ended June 30, 2011, for the six and three months ended June 30, 2010 and as of and for the year ended December 31, 2010 are filed as Exhibit 99.1 to this report.

 

The audited consolidated financial statements of Safend, Ltd. as of December 31, 2010 and 2009 and for the years then ended are filed as Exhibit 99.2 to this report.

 

(b) Pro Forma Financial Information

 

The unaudited pro forma condensed, combined financial information as of, and for the six months ended June 30, 2011 and for the year ended December 31, 2010 is attached hereto as Exhibit 99.3.

 

(c) Exhibits

 

Consent of independent registered public accounting firm

 

Exhibit
Number

 

Description

 

 

 

99.1

 

Unaudited condensed consolidated financial statements of Safend, Ltd. as of and for the six and three months ended June 30, 2011, for the six and three months ended June 30, 2010 and as of and for the year ended December 31, 2010

 

 

 

99.2

 

Audited consolidated financial statements of Safend, Ltd. as of December 31, 2010 and 2009 and for the years then ended

 

 

 

99.3

 

Unaudited pro forma condensed, combined financial information as of, and for the six months ended June 30, 2011 and for the year ended December 31, 2010

 

 

 

99.4

 

Consent of independent registered public accounting firm

 

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/ Gerard T. Feeney

 

 

Gerard T. Feeney

 

 

Chief Financial Officer

 

 

 

Dated: October 31, 2011

 

 

 

3



 

EXHIBIT INDEX

 

Exhibit

 

 

Number

 

Description

 

 

 

99.1

 

Unaudited condensed consolidated financial statements of Safend, Ltd. as of and for the six and three months ended June 30, 2011, for the six and three months ended June 30, 2010 and as of and for the year ended December 31, 2010

 

 

 

99.2

 

Audited consolidated financial statements of Safend, Ltd. as of December 31, 2010 and 2009 and for the years then ended

 

 

 

99.3

 

Unaudited pro forma condensed, combined financial information as of, and for the six months ended June 30, 2011 and for the year ended December 31, 2010

 

 

 

99.4

 

Consent of independent registered public accounting firm

 

4