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 30, 2013

WAVE SYSTEMS CORP.

(Exact name of registrant as specified in its 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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective December 30, 2013, Wave Systems Corp. (the “Company”) entered into a letter agreement (the “Letter Agreement”) with Mr. William M. Solms, the Company’s Chief Executive Officer.  Pursuant to the terms of the Letter Agreement, Mr. Solms will receive an annual base salary of $200,000 and a performance-based bonus to earn up to an additional $200,000 for the first year of Mr. Solms employment as CEO (beginning on October 6, 2013).  In addition, Mr. Solms will receive 275,000 stock options, which vest over three years and expire ten years after the date of the grant, and certain other customary benefits as described in the Letter Agreement.  The description of the Letter Agreement contained in this Current Report on Form 8-K is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

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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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