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EX-99.1 - EXHIBIT 99.1 - WAVE SYSTEMS CORPwavxdirectorrelease.htm


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