-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HN1QvhR8qIVcbRFlCZx/Zf9fI3r0RpTrNrw5wHTQ1gT1R65mHLYUAyqy8be10zXs S5IzFip7kgaZNiJTaHEUaQ== 0000919574-07-003254.txt : 20070628 0000919574-07-003254.hdr.sgml : 20070628 20070628170512 ACCESSION NUMBER: 0000919574-07-003254 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070628 DATE AS OF CHANGE: 20070628 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OPENWAVE SYSTEMS INC CENTRAL INDEX KEY: 0001082506 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943219054 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57801 FILM NUMBER: 07947611 BUSINESS ADDRESS: STREET 1: 2100 SEAPORT BLVD. CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 650-480-8000 MAIL ADDRESS: STREET 1: 2100 SEAPORT BLVD. CITY: REDWOOD CITY STATE: CA ZIP: 94063 FORMER COMPANY: FORMER CONFORMED NAME: PHONE COM INC DATE OF NAME CHANGE: 19990504 FORMER COMPANY: FORMER CONFORMED NAME: UNWIRED PLANET INC DATE OF NAME CHANGE: 19990324 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. CENTRAL INDEX KEY: 0001233563 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O INTERNATIONAL FUND SERVICES LIMITED STREET 2: THIRD FL, BISHOP'S SQUARE REDMOND'S HILL CITY: DUBLIN 2 STATE: L2 ZIP: 00000 BUSINESS PHONE: 2125216972 MAIL ADDRESS: STREET 1: C/O INTERNATIONAL FUND SERVICES LIMITED STREET 2: THIRD FL, BISHOP'S SQUARE REDMOND'S HILL CITY: DUBLIN 2 STATE: L2 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: HARBERT DISTRESSED INVESTMENT MASTER FUND LTD DATE OF NAME CHANGE: 20030516 SC 13D/A 1 d787799_13d-a.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 11) Openwave Systems, Inc. ----------------------------------------------------------------------------- (Name of Issuer) Common Stock ----------------------------------------------------------------------------- (Title of Class of Securities) 683718308 ----------------------------------------------------------------------------- (CUSIP Number) William R. Lucas, Jr. One Riverchase Parkway South Birmingham, AL 35244 ----------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 26, 2007 ----------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. - ---------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 683718308 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Harbinger Capital Partners Master Fund I, Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 6,301,618 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 6,301,618 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,301,618 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6% 14. TYPE OF REPORTING PERSON* CO CUSIP No. 683718308 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Harbinger Capital Partners Offshore Manager, L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 6,301,618 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 6,301,618 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,301,618 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6% 14. TYPE OF REPORTING PERSON* CO CUSIP No. 683718308 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HMC Investors, L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 6,301,618 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 6,301,618 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,301,618 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6% 14. TYPE OF REPORTING PERSON* CO CUSIP No. 683718308 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Harbinger Capital Partners Special Situations Fund, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 2,808,382 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 2,808,382 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,808,382 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.4% 14. TYPE OF REPORTING PERSON* PN CUSIP No. 683718308 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Harbinger Capital Partners Special Situations GP, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 2,808,382 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 2,808,382 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,808,382 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.4% 14. TYPE OF REPORTING PERSON* CO CUSIP No. 683718308 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HMC - New York, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 2,808,382 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 2,808,382 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,808,382 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.4% 14. TYPE OF REPORTING PERSON* CO CUSIP No. 683718308 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Harbert Management Corporation 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Alabama NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 9,110,000 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 9,110,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,110,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0% 14. TYPE OF REPORTING PERSON* CO CUSIP No. 683718308 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Philip Falcone 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 9,110,000 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 9,110,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,110,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0% 14. TYPE OF REPORTING PERSON* IN CUSIP No. 683718308 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Raymond J. Harbert 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 9,110,000 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 9,110,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,110,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0% 14. TYPE OF REPORTING PERSON* IN CUSIP No. 683718308 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Michael D. Luce 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 9,110,000 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 9,110,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,110,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0% 14. TYPE OF REPORTING PERSON* IN CUSIP No. 683718308 --------------------- SCHEDULE 13D - ----------------------------------------------------------------------------- Item 1. Security and Issuer. NO MATERIAL CHANGE FROM THE SCHEDULE 13D, AMENDMENT NO. 10, FILED ON MAY 23, 2007. - ----------------------------------------------------------------------------- Item 2. Identity and Background NO MATERIAL CHANGE FROM THE SCHEDULE 13D, AMENDMENT NO. 10, FILED ON MAY 23, 2007. - ----------------------------------------------------------------------------- Item 3. Source and Amount of Funds or Other Consideration. As of the date hereof the Master Fund may be deemed to beneficially own 6,301,618 Shares. As of the date hereof Harbinger Management may be deemed to beneficially own 6,301,618 Shares. As of the date hereof HMC Investors may be deemed to beneficially own 6,301,618 Shares. As of the date hereof the Special Fund may be deemed to beneficially own 2,808,382 Shares. As of the date hereof HCPSS may be deemed to beneficially own 2,808,382 Shares. As of the date hereof HMCNY may be deemed to beneficially own 2,808,382 Shares. As of the date hereof HMC may be deemed to beneficially own 9,110,000 Shares. As of the date hereof Mr. Falcone may be deemed to beneficially own 9,110,000 Shares. As of the date hereof Mr. Harbert may be deemed to beneficially own 9,110,000 Shares. As of the date hereof Mr. Luce may be deemed to beneficially own 9,110,000 Shares. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business. - ----------------------------------------------------------------------------- Item 4. Purpose of Transaction. ITEM 4 FROM THE SCHEDULE 13D, AMENDMENT NO. 10, FILED ON MAY 23, 2007 IS HEREBY AMENDED AS FOLLOWS: As previously disclosed on May 23, 2007, the Master Fund, the Special Fund and Oreo Acquisition Co., LLC ("Oreo") commenced a tender offer pursuant to an Offer to Purchase and Letter of Transmittal attached as Exhibits (a)(1) and (a)(2), respectively, to the Tender Offer Statement on Schedule TO-T (the "Schedule TO-T") filed by the Master Fund and the Special Fund on June 28, 2007. The tender offer expired on June 21, 2007 at 12:00 midnight, New York City time (the "Expiration Time"). As of the Expiration Time, there were 27,980,640 Shares (including pursuant to notices of guaranteed delivery) validly tendered in the tender offer. This was an insufficient number of Shares to meet the minimum condition set forth in the tender offer documents. In light of the failure of certain conditions of the tender offer to be satisfied, the Reporting Persons have sold a portion of their Shares and may continue to sell their Shares. However, the Reporting Persons evaluate their investment in the Shares on a continual basis. The Reporting Persons reserve the right to buy additional Shares and to be in contact with members of the Issuer's management, the members of the Issuer's Board of Directors, other significant shareholders and others regarding alternatives that the Issuer could employ to increase shareholder value. The Reporting Persons further reserve the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should it determine to do so, and/or to recommend courses of action to the Issuer's management, the Issuer's Board of Directors, the Issuer's shareholders and others. - --------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. (a, b) As of the date hereof, the Master Fund may be deemed to be the beneficial owner of 6,301,618 Shares, constituting 7.6% of the Shares of the Issuer, based upon 82,748,679 Shares outstanding as of the date of this filing. The Master Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 6,301,618 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 6,301,618 Shares. (a, b) As of the date hereof, Harbinger Management may be deemed to be the beneficial owner of 6,301,618 Shares, constituting 7.6% of the Shares of the Issuer, based upon 82,748,679 Shares outstanding as of the date of this filing. Harbinger Management has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 6,301,618 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 6,301,618 Shares. Harbinger Management specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein. (a, b) As of the date hereof, HMC Investors may be deemed to be the beneficial owner of 6,301,618 Shares, constituting 7.6% of the Shares of the Issuer, based upon 82,748,679 Shares outstanding as of the date of this filing. HMC Investors has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 6,301,618 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 6,301,618 Shares. HMC Investors specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein. (a, b) As of the date hereof, the Special Fund may be deemed to be the beneficial owner of 2,808,382 Shares, constituting 3.4% of the Shares of the Issuer, based upon 82,748,679 Shares outstanding as of the date of this filing. The Special Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 2,808,382 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 2,808,382 Shares. The Special Fund specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein. (a, b) As of the date hereof, HCPSS may be deemed to be the beneficial owner of 2,808,382 Shares, constituting 3.4% of the Shares of the Issuer, based upon 82,748,679 Shares outstanding as of the date of this filing. HCPSS has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 2,808,382 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 2,808,382 Shares. HCPSS specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein. (a, b) As of the date hereof, HMCNY may be deemed to be the beneficial owner of 2,808,382 Shares, constituting 3.4% of the Shares of the Issuer, based upon 82,748,679 Shares outstanding as of the date of this filing. HMCNY has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 2,808,382 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 2,808,382 Shares. HMCNY specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein. (a, b) As of the date hereof, HMC may be deemed to be the beneficial owner of 9,110,000 Shares, constituting 11.0% of the Shares of the Issuer, based upon 82,748,679 Shares outstanding as of the date of this filing. HMC has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 9,110,000 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 9,110,000 Shares. HMC specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein. (a, b) As of the date hereof, Philip Falcone may be deemed to be the beneficial owner of 9,110,000 Shares, constituting 11.0% of the Shares of the Issuer, based upon 82,748,679 Shares outstanding as of the date of this filing. Mr. Falcone has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 9,110,000 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 9,110,000 Shares. Mr. Falcone specifically disclaims beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein. (a, b) As of the date hereof, Raymond J. Harbert may be deemed to be the beneficial owner of 9,110,000 Shares, constituting 11.0% of the Shares of the Issuer, based upon 82,748,679 Shares outstanding as of the date of this filing. Mr. Harbert has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 9,110,000 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 9,110,000 Shares. Mr. Harbert specifically disclaims beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein. (a, b) As of the date hereof, Michael D. Luce may be deemed to be the beneficial owner of 9,110,000 Shares, constituting 11.0% of the Shares of the Issuer, based upon 82,748,679 Shares outstanding as of the date of this filing. Mr. Luce has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 9,110,000 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 9,110,000 Shares. Mr. Luce specifically disclaims beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein. (c) The trading dates, number of Shares purchased and sold and price per share for all transactions in the Shares by the Reporting Persons are set forth in Exhibit B. - ----------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. In addition to the Shares beneficially held by the Reporting Persons, on March 5, 2007, the Special Fund entered into an equity swap agreement with a securities broker under which (i) the Special Fund will be obligated to pay to the broker the equity notional amount of the 420,000 shares subject to this agreement (the "Reference Shares") as of the beginning of each calculation period (which resets monthly), plus interest at a rate equal to LIBOR plus 90 basis points, and (ii) the broker will be obligated to pay to the Special Fund the market value of the Reference Shares as of the end of each calculation period. Any dividends received by the broker on the Reference Shares during the term of the agreement will be paid to the Special Fund. All balances will be cash settled and there will be no transfer of voting or dispositive power over the Reference Shares. On March 6, March 7, March 8, March 12, March 15, 2007 and March 16, 2007, the Master Fund entered into equity swap agreements with a securities broker under which (i) the Master Fund will be obligated to pay to the broker the equity notional amount of the 580,000 shares, the 500,000 shares, the 500,000 shares, the 250,000 shares, the 500,000 shares and the 250,000 shares subject to these agreements, respectively, (the "Reference Shares") as of the beginning of each calculation period (which resets monthly), plus interest at a rate equal to LIBOR plus 90 basis points, and (ii) the broker will be obligated to pay to the Master Fund the market value of the Reference Shares as of the end of each calculation period. Any dividends received by the broker on the Reference Shares during the term of the agreements will be paid to the Master Fund. All balances will be cash settled and there will be no transfer of voting or dispositive power over the Reference Shares. On June 26, 2007, the Special Fund partially terminated (with respect to 45,000 shares) a total return swap agreement originally entered into on March 5, 2007 with respect to 420,000 reference shares of the Issuer. The swap remains in effect with respect to the remaining 375,000 Reference Shares. Additionally, on June 26, 2007, the Master Fund partially terminated (with respect to 135,000 shares) a total return swap agreement originally entered into on March 6, 2007 with respect to 580,000 reference shares of the Issuer. The swap remains in effect with respect to the remaining 445,000 Reference Shares. - ----------------------------------------------------------------------------- Item 7. Material to be Filed as Exhibits. ITEM 7 FROM THE SCHEDULE 13D, AMENDMENT NO. 10, FILED ON MAY 23, 2007 IS HEREBY AMENDED TO INCLUDE THE FOLLOWING EXHIBIT: Exhibit A: Agreement between the Reporting Persons to file jointly Exhibit B: Schedule of Transactions in the Shares of the Issuer SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Harbinger Capital Partners Master Fund I, Ltd. By: Harbinger Capital Partners Offshore Manager, L.L.C. By: HMC Investors, L.L.C., Managing Member By: /s/ William R. Lucas, Jr. - ------------------------ Harbinger Capital Partners Offshore Manager, L.L.C.* By: HMC Investors, L.L.C., Managing Member By: /s/ William R. Lucas, Jr. - ------------------------ HMC Investors, L.L.C.* By: /s/ William R. Lucas, Jr. - ------------------------ Harbinger Capital Partners Special Situations Fund, L.P. By: Harbinger Capital Partners Special Situations GP, LLC By: HMC - New York, Inc., Managing Member By: /s/ William R. Lucas, Jr. - ------------------------ Harbinger Capital Partners Special Situations GP, LLC* By: HMC - New York, Inc., Managing Member By: /s/ William R. Lucas, Jr. - ------------------------ HMC - New York, Inc.* By: /s/ William R. Lucas, Jr. - ------------------------ Harbert Management Corporation* By: /s/ William R. Lucas, Jr. - ------------------------ /s/ Philip Falcone* - ------------------------ Philip Falcone* /s/ Raymond J. Harbert* - ------------------------ Raymond J. Harbert* /s/ Michael D. Luce* - ------------------------ Michael D. Luce* June 28, 2007 *The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). Exhibit A AGREEMENT The undersigned agree that this Schedule 13D, Amendment No. 11 dated June 28, 2007 relating to the Common Stock of Openwave Systems, Inc. shall be filed on behalf of the undersigned. Harbinger Capital Partners Master Fund I, Ltd. By: Harbinger Capital Partners Offshore Manager, L.L.C. By: HMC Investors, L.L.C., Managing Member By: /s/ William R. Lucas, Jr. - ------------------------- Harbinger Capital Partners Offshore Manager, L.L.C.* By: HMC Investors, L.L.C., Managing Member By: /s/ William R. Lucas, Jr. - ------------------------- HMC Investors, L.L.C.* By: /s/ William R. Lucas, Jr. - ------------------------- Harbinger Capital Partners Special Situations Fund, L.P. By: Harbinger Capital Partners Special Situations GP, LLC By: HMC - New York, Inc., Managing Member By: /s/ William R. Lucas, Jr. - ------------------------ Harbinger Capital Partners Special Situations GP, LLC* By: HMC - New York, Inc., Managing Member By: /s/ William R. Lucas, Jr. - ------------------------ HMC - New York, Inc.* By: /s/ William R. Lucas, Jr. - ------------------------ Harbert Management Corporation* By: /s/ William R. Lucas, Jr. - ------------------------ /s/ Philip Falcone* - --------------------- Philip Falcone /s/ Raymond J. Harbert* - --------------------- Raymond J. Harbert /s/ Michael D. Luce* - --------------------- Michael D. Luce *The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein. June 28, 2007 Exhibit B TRANSACTIONS BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. Transactions in Common Stock Date of Number of Shares Price of Shares Transaction Purchase/(Sold) 6/25/07 (666,665) 6.58 6/25/07 (166,667) 6.40 6/26/07 (550,000) 6.25 TRANSACTIONS BY HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. Transactions in Common Stock Date of Number of Shares Price of Shares Transaction Purchase/(Sold) 6/25/07 (333,335) 6.58 6/25/07 (83,333) 6.40 6/26/07 (200,000) 6.25 SK 03773 0003 787799 -----END PRIVACY-ENHANCED MESSAGE-----