-----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, Ms+0KUn65gBvDSmv7G26crEdsDkjOnS0n2tS7S5MmAsC7WJe6Pp8Wj0azRkqdZqw sErhZyO5v1ppDybX62A75A== 0001104659-04-026949.txt : 20040907 0001104659-04-026949.hdr.sgml : 20040906 20040907122528 ACCESSION NUMBER: 0001104659-04-026949 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040907 DATE AS OF CHANGE: 20040907 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WAVE SYSTEMS CORP CENTRAL INDEX KEY: 0000919013 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 133477246 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-44807 FILM NUMBER: 041018221 BUSINESS ADDRESS: STREET 1: 480 PLEASANT ST CITY: LEE STATE: MA ZIP: 01238 BUSINESS PHONE: 4132431600 MAIL ADDRESS: STREET 1: 480 PLEASANT STREET CITY: LEE STATE: MA ZIP: 01238 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL VENTURES INTERNATIONAL /E9/ CENTRAL INDEX KEY: 0001011712 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 401 CITY LINE AVENUE, SUITE 220 STREET 2: C/O BALA INTERNATIONAL INC CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: 6106172700 MAIL ADDRESS: STREET 1: 1900 MARKET ST STREET 2: C/O ARBIT INC CITY: PDELPHIA STATE: PA ZIP: 19102 SC 13G 1 a04-10189_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

(Rule 13d-102)

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

(Amendment No.    )*

 

Wave Systems Corp.

(Name of Issuer)

 

Common Stock, no par value per share

(Title of Class of Securities)

 

943526103

(CUSIP Number)

 

September 1, 2004

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

ý

Rule 13d-1(c)

o

Rule 13d-1(d)

 

(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 the disclosures provided in a prior cover page.

 

The information required in 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 (“Act”) 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.  943526103

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Capital Ventures International

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization

Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power

6,755,845 (1) (2)

 

6.

Shared Voting Power

0

 

7.

Sole Dispositive Power

6,755,845 (1) (2)

 

8.

Shared Dispositive Power

0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

6,755,845(1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)

9.1% (3)

 

 

12.

Type of Reporting Person (See Instructions)

CO

 

(1) Heights Capital Management, Inc. is the investment advisor to Capital Ventures International and, as such, may exercise voting and dispositive power over these shares.

(2) Includes 3,529,412 shares issuable upon presently exercisable warrants.

(3) Based on 70,629,827 outstanding shares of the issuer’s Class A Common stock as reported on the issuer’s quarterly report on form 10Q for the quarter ended June 30, 2004 and as of August 2, 2004.

 

2


 

Item 1.

 

(a)

Name of Issuer
Wave Systems Corp.  (the "Company").

 

(b)

Address of Issuer’s Principal Executive Offices
480 Pleasant Street, Lee, Massachusetts 01238

 

Item 2.

 

(a)

Name of Person Filing
Capital Ventures International (the "Reporting Person")

 

(b)

Address of Principal Business Office or, if none, Residence
One Capitol Place, P.O. Box 1787 GT, Grand Cayman Islands, B.W.I.

 

(c)

Citizenship
Cayman Islands

 

(d)

Title of Class of Securities
Class A Common Stock, no par value per share, of the Company ("Common Stock").

 

(e)

CUSIP Number
943526103

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

3


 

Item 4.

Ownership

Capital Ventures International

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

6,755,845

 

(b)

Percent of class:   

9.1%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

6,755,845 (1)

 

 

(ii)

Shared power to vote or to direct the vote    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of   

6,755,845 (1)

 

 

(iv)

Shared power to dispose or to direct the disposition of   

0

 

Item 5.

Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not applicable

 

Item 8.

Identification and Classification of Members of the Group

 

Not applicable

 

Item 9.

Notice of Dissolution of Group

 

Not applicable

 

Item 10.

Certification

 

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

(1) Heights Capital Management, Inc. is the investment advisor to Capital Ventures International and, as such, may exercise voting and dispositive power over these shares.

 

4


 

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.

 

 

 

 

Date:

September

 7

, 2004

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CAPITAL VENTURES INTERNATIONAL

 

 

 

 

 

 

 

 

By: Heights Capital Management, Inc. pursuant to a Limited Power of Attorney, a copy of which is filed as Exhibit A hereto.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Todd Silverberg

 

 

 

 

 

Todd Silverberg, General Counsel and

 

 

 

 

Secretary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HEIGHTS CAPITAL MANAGEMENT, INC.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Todd Silverberg

 

 

 

 

 

Todd Silverberg, General Counsel and

 

 

 

 

Secretary

 

5


 

Exhibit Index

 

Exhibit No.

 

Description

 

 

 

A

 

Limited Power of Attorney

 

 

 

B

 

Joint Filing Agreement, dated September 7, 2004, pursuant to Rule 13d-1(k) between Capital Ventures International and Heights Capital Management, Inc.

 

6


 

EXHIBIT B

 

Joint Filing Agreement

 

The undersigned hereby agrees that the statement on Schedule 13G with respect to the shares of Common Stock of Wave Systems Corp. dated September 1, 2004, and any amendments thereto signed by each of the undersigned shall be filed on behalf of each of them pursuant to and in accordance with the provisions of 13(d)-1(k) under the Securities Exchange Act of 1934.

 

 

Dated: September 7, 2004

CAPITAL VENTURES INTERNATIONAL

 

 

 

 

 

By: Heights Capital Management, pursuant to a Limited Power of Attorney, a copy of which is filed as Exhibit A to the Schedule 13G.

 

 

 

 

 

By:

/s/ Todd Silverberg

 

 

 

 

Todd Silverberg, General Counsel and

 

 

 

Secretary

 

 

 

 

 

 

Dated: September 7, 2004

HEIGHTS CAPITAL MANAGEMENT, INC.

 

 

 

 

 

 

 

 

By:

/s/ Todd Silverberg

 

 

 

 

Todd Silverberg, General Counsel and

 

 

 

Secretary

 

7

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