S-8 POS 1 ds8pos.txt POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 As filed with the Securities and Exchange Commission on August 9, 2001 Registration No. 333-40840 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________________ OPENWAVE SYSTEMS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 94-3219054 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 1400 Seaport Boulevard Redwood City, California 94063 (650) 480-8000 (Address, including ZIP Code and Telephone Number, Including Area Code, of Principal Executive Offices) MyAble, Inc. 1999 Stock Plan (Full Title of the Plans) Donald J. Listwin President and Chief Executive Officer Openwave Systems Inc. 1400 Seaport Boulevard Redwood City, California 94063 ______________________________ Copy to: Stephen Fackler, Esq. Simpson Thacher & Bartlett 3330 Hillview Avenue Palo Alto, California 94304 (650) 251-5000 ================================================================================ DEREGISTRATION OF SHARES On June 14, 2001, the Board of Directors of the Registrant resolved to approve and adopt the Openwave Systems Inc. 2001 Stock Compensation Plan (the "2001 Plan") and resolved further to merge and subsume the MyAble, Inc. 1999 Stock Plan (the "Predecessor Plan") into the 2001 Plan. This Post-Effective Amendment No. 1 to the Registrant's Registration Statement No. 333-40840 on Form S-8 filed on July 5, 2000 (the "Registration Statement") is filed to deregister 3,573 shares previously registered that remain available for future grant under the Predecessor Plan. The 3,573 shares deregistered by this Post-Effective Amendment No. 1 will be registered, by a subsequently filed registration statement on Form S-8 for the 2001 Plan, and the associated registration fee paid by the Registrant to register shares issuable under the Predecessor Plan on the Registration Statement will be carried forward and applied to the registration fee necessary to register shares issuable under the Registrant's 2001 Plan. Please note, however, that 9,075 shares remain subject to outstanding options previously granted under the Predecessor Plan. Accordingly, the Registration Statement will remain in effect to cover the potential exercise of such outstanding options. SIGNATURE Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Redwood City, State of California, on August 9, 2001. By: /s/ Alan Black Alan Black Senior Vice President, Corporate Affairs, and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on August 9, 2001.
Signature Title --------- ----- /s/ Donald J. Listwin Chairman of the Board, President, Chief Executive ---------------------- Officer and Director (principal executive officer) Donald J. Listwin /s/ Alan Black Senior Vice President, Corporate Affairs, and Chief ----------------------- Financial Officer Alan Black (principal financial and accounting officer) /s/ Roger Evans Director ----------------------- Roger Evans /s/ John MacFarlane Executive Vice President and Director ----------------------- John MacFarlane /s/ Andrew Verhalen Director ----------------------- Andrew Verhalen /s/ Bernard Puckett Director ----------------------- Bernard Puckett