8-K

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): August 14, 2014

Unwired Planet, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-16073	94-3219054
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

170 South Virginia Street, Suite 201

Reno, Nevada 89501

(Address of Principal Executive Offices) (Zip Code)

(775) 980-2345

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On August 14, 2014, Unwired Planet, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal year ended June 30, 2014. A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 7.01. Regulation FD Disclosure.

On August 14, 2014, the Company published a post on its website blog with an update on the Company’s operations. The blog posting is available at www.unwiredplanet.com/unwired-planet-blog/.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release issued by Unwired Planet, Inc. on August 14, 2014.

The information in Items 2.02 and 7.01 of the report, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a) (2) of the Securities Act of 1933, as amended. The information contained in Items 2.02 and 7.01 and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by Unwired Planet, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.

SIGNATURES

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.

	Unwired Planet, Inc.
Dated: August 14, 2014	By:	/s/ Eric Vetter
	Name:	Eric Vetter
	Title:	President and Principal Executive Officer

EX-99.1

Exhibit 99.1

Unwired Planet Announces Financial Results

UNWIRED PLANET, INC. ANNOUNCES FOURTH QUARTER AND

FISCAL YEAR 2014 FINANCIAL RESULTS

RENO, NV – Aug. 14, 2014 – Unwired Planet, Inc. (NASDAQ: UPIP) today announced financial results for the fourth quarter and fiscal year 2014.

Revenue for the fourth quarter ended June 30, 2014 was $36.4 million, while operating income from continuing operations totaled $25.0 million. Revenue for the fiscal year ended June 30, 2014 was also $36.4 million, and operating income from continuing operations for the year totaled $3.4 million.

“The Lenovo transaction obviously had a significant positive impact for us in fiscal 2014. While it continues to be a tough licensing environment, we remain committed to pursuing licensing on a fair, reasonable and non-discriminatory basis,” said Eric Vetter, president and chief administrative officer of Unwired Planet.

On a GAAP basis, net income for the fourth fiscal quarter ended June 30, 2014 was $24.3 million, or $0.22 earnings per share, compared with a net loss of $8.7 million, or $0.09 per share, in the June quarter of the preceding year. Net income for the fiscal year ended June 30, 2014 was $0.4 million, compared to a net loss of $47.6 million, or $0.53 per share during the previous year.

On a non-GAAP basis, net income for the fourth fiscal quarter ended June 30, 2014 was $26.9 million, or $0.24 per share, compared with a net loss of $4.9 million, or $0.05 per share, in the June quarter of the preceding year. Non-GAAP net income for the fiscal year ended June 30, 2014 was $4.8 million, or $0.04 per share, compared with a net loss of $25.8 million, or $0.27 per share in the previous year. Non-GAAP net income/loss excludes restructuring, stock-based compensation, consultant stock-based

Unwired Planet Announces Financial Results

compensation, strategic and post strategic costs, discontinued operations, and the tax impact of these items.

A reconciliation between net income/loss and net income/loss per share from a GAAP basis to a non-GAAP basis is provided below in a table immediately following the Condensed Consolidated Statements of Cash Flows.

Conference Call Information

Unwired Planet has scheduled a conference call for 5:00 p.m. eastern daylight time today to discuss its financial results for its fourth quarter and full fiscal year 2014. Interested parties may access the conference call over the Internet through the company’s website at www.unwiredplanet.com or by telephone at 888-438-5491 or 719-457-2627 (international). A replay of the conference call will be available for one week (August 21), beginning at 5:00 p.m. PT on August 14 by calling 888-203-1112. The replay can be accessed internationally by calling 719-457-0820, access code: 8696150#.

A live webcast of the call, together with supplemental financial information, will also be available on the Investors section of Unwired Planet’s website at http://www.unwiredplanet.com/investors. A replay will be available on the website for at least three months.

About Unwired Planet

Unwired Planet, Inc. (NASDAQ: UPIP) is the inventor of the Mobile Internet and a premier intellectual property company focused exclusively on the mobile industry. The company’s patent portfolio of approximately 2,500 issued and pending US and foreign patents, includes technologies that allow mobile devices to connect to the Internet and enable mobile communications. The portfolio spans 2G, 3G, and 4G technologies, as well as cloud-based mobile applications and services. Unwired Planet’s portfolio includes patents related to key mobile technologies, including baseband mobile communications, mobile browsers, mobile advertising, push notification technology, maps and location based services, mobile application stores, social networking, mobile gaming, and mobile search. Unwired Planet is headquartered in Reno, Nevada. References in this release to Unwired Planet may be to Unwired Planet, Inc. or its subsidiaries.

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Unwired Planet Announces Financial Results

Cautionary Note Regarding Forward Looking Statements

Any statements in this press release with respect to future events or expectations, including statements regarding the Company’s licensing activities and related recognition of revenue and expectations regarding enhancing shareholder value are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1943 and Section 27A of the Securities Act of 1933. These forward-looking statements are subject to many risks and uncertainties that could cause actual results to differ materially from those projected. Notwithstanding changes that may occur with respect to matters relating to any forward looking statements, Unwired Planet assumes no obligation to update the forward-looking statements included in this press release.

For a detailed discussion of these and other factors that may cause these forward looking statements not to come true, please refer to the risk factors discussed in Unwired Planet’s filings with the U.S. Securities and Exchange Commission (“SEC”), including the company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2013. These documents are available through the SEC’s Electronic Data Gathering Analysis and Retrieval system (EDGAR) at www.sec.gov or from Unwired Planet’s website at www.unwiredplanet.com.

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Unwired Planet Announces Financial Results

UNWIRED PLANET, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands)

	June 30,
	2014			2013
ASSETS
Current assets:
Cash and cash equivalents	$	93,877		$	47,613
Short-term investments		40,068			10,793
Restricted cash		378			17,251
Accounts receivable		—			88
Prepaid and other current assets		666			420
Total current assets		134,989			76,165
Property and equipment, net		187			212
Long-term investments		11,745			—
Initial direct license costs, net		2,061			—
Debt issuance costs and other assets, net		1,459			1,861
Total assets	$	150,441		$	78,238
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,181		$	2,317
Fee share obligation		12,850			—
Deferred revenue		5,005			—
Accrued liabilities		1,577			2,817
Accrued legal expense		4,054			3,686
Accrued compensation		605			1,057
Accrued restructuring costs		254			594
Total current liabilities		25,526			10,471
Accrued restructuring costs, net of current portion		—			259
Fee share obligation, net of current portion		7,182			—
Long-term note payable		25,693			22,096
Deferred revenue, net of current portion		28,566			—
Other long-term liabilities		403			1,485
Total liabilities		87,370			34,311
Stockholders’ equity
Preferred stock		—			—
Common stock		111			100
Treasury stock		(884	)		(575	)
Additional paid-in-capital		3,243,757			3,224,769
Accumulated other comprehensive income		24			2
Accumulated deficit		(3,179,937	)		(3,180,369	)
Total stockholders’ equity		63,071			43,927
Total liabilities and stockholders’ equity	$	150,441		$	78,238

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Unwired Planet Announces Financial Results

UNWIRED PLANET, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

	Three Months Ended						Fiscal Year Ended June 30,
	2014			2013			2014			2013
Net revenue	$	36,396		$	85		$	36,396		$	121
Operating costs and expenses:
Sales and marketing expense		—			27			—			109
Patent licensing expenses		6,816			4,705			23,008			16,281
General and administrative		4,554			4,960			9,975			21,451
Restructuring and other related costs		9			(77	)		9			1,771
Total operating costs and expenses		11,379			9,615			32,992			39,612
Operating income (loss) from continuing operations		25,017			(9,530	)		3,404			(39,491	)
Interest income		26			16			121			189
Interest expense		(979	)		(31	)		(3,697	)		(34	)
Other income (expense), net		360			823			625			(301	)
Income (loss) from continuing operations		24,424			(8,722	)		453			(39,637	)
Income taxes		—			42			—			42
Income (loss) from continuing operations		24,424			(8,764	)		453			(39,679	)
Discontinued operations:
Gain (loss) on sale of discontinued operations, net of tax		—			—			—			(150	)
Gain (loss) from discontinued operations, net of tax		(80	)		55			(20	)		(7,784	)
Income (loss) from discontinued operations, net of tax		(80	)		55			(20	)		(7,934	)
Net income (loss)	$	24,344		$	(8,709	)	$	433		$	(47,613	)
Basic/Diluted net income (loss) per share from:
Continuing operations	$	0.22		$	(0.09	)	$	—		$	(0.44	)
Discontinued operations		—			—			—			(0.09	)
Net income (loss) per share	$	0.22		$	(0.09	)	$	—		$	(0.53	)
Weighted average shares outstanding
Basic		111,236			92,078			108,032			90,843
Diluted		112,621			92,078			108,703			90,843

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Unwired Planet Announces Financial Results

UNWIRED PLANET, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, except per share data)

	Three Months Ended June 30,						Fiscal Year Ended June 30,
	2014			2013			2014			2013
Cash flows from operating activities:
Net income (loss)	$	24,344		$	(8,709	)	$	433		$	(47,613	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:		3,193			2,133			7,804			10,534
Changes in operating assets and liabilities:		51,111			(1,277	)		66,039			(32,865	)
Net cash provided by (used in) operating activities		78,648			(7,853	)		74,276			(69,944	)
Cash flows from investing activities:
Purchases of property and equipment		(10	)		(5	)		(72	)		(269	)
Payments to vendors related to the sale of discontinued operations		—			—			—			(1,893	)
Proceeds from sale of discontinued operations		—			—			—			600
Purchases of short-term investments		—			—			(29,854	)		(10,014	)
Proceeds from sales and maturities of investments		10,000			10,778			37,107			52,389
Purchases of long-term investments		(6,504	)		—			(48,483	)		(948	)
Net cash provided by (used in) investing activities		3,486			10,773			(41,302	)		39,865
Cash flows from financing activities:
Proceeds from note payable, net of discounts		—			22,066			—			22,066
Proceeds from registered direct issuance of common stock, net of offering costs		—			14,785			—			14,785
Proceeds from rights offering issuance of common stock		—			—			12,500			—
Proceeds from exercise of stock options		941			175			2,571			1,701
Payment of debt and equity issuance costs		—			—			(1,472	)		—
Purchase of treasury stock		(90	)		(575	)		(309	)		(575	)
Employee stock purchase plan		—			—			—			6
Net cash provided by financing activities		851			36,451			13,290			37,983
Net increase in cash and cash equivalents		82,985			39,371			46,264			7,904
Cash and cash equivalents at beginning of period		10,892			8,242			47,613			39,709
Cash and cash equivalents at end of period	$	93,877		$	47,613		$	93,877		$	47,613

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Unwired Planet Announces Financial Results

Non-GAAP Measure

The Company’s stated results include the non-GAAP measures: non-GAAP net loss and non-GAAP net loss per share. These non-GAAP measures exclude certain items that generally are non-recurring events or are non-cash items that many other companies exclude, in order to compare Unwired Planet with other companies, such as stock-based compensation. These non-GAAP measures also exclude items which management does not consider in evaluating Unwired Planet’s on-going business, such as restructuring costs and discontinued operations. Unwired Planet considers non-GAAP net income (loss) to be an important metric because it provides a useful measure of the operational performance of Unwired Planet and is used by Unwired Planet’s management for that purpose. In addition, investors often use measures such as these to evaluate the financial performance of a company. These non-GAAP measures are presented for supplemental informational purposes only for understanding Unwired Planet’s operating results. These non-GAAP results should not be considered a substitute for financial information presented in accordance with generally accepted accounting principles, and may be different from non-GAAP measures used by other companies.

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Unwired Planet Announces Financial Results

UNWIRED PLANET, INC.

RECONCILIATION FROM GAAP INCOME (LOSS) TO NON-GAAP INCOME (LOSS) — UNAUDITED

(In thousands, except per share data)

	Three Months Ended June 30,					Fiscal Year Ended June 30,
Reconciliation from GAAP	2014		2013			2014		2013
Income (loss) to Non-GAAP Income (loss):
Net Income (loss)	$	24,344	$	(8,709	)	$	433	$	(47,613	)
Exclude:
Restructuring costs		—		(77	)		9		1,771
Stock-based compensation		372		2,003			2,222		6,235
Consultant stock-based compensation		2,130		1,540			2,130		1,540
Strategic costs		—		—			—		2,877
Post strategic costs		—		377			—		1,450
Discontinued operations, net of tax		80		(55	)		20		7,934
Tax impact related to unusual transactions		—		—			—		42
Non-GAAP net Income (loss)	$	26,926	$	(4,921	)	$	4,814	$	(25,764	)
GAAP net Income (loss) per share	$	0.22	$	(0.09	)	$	—	$	(0.52	)
Exclude:
Restructuring costs		—		—			—		0.02
Stock-based compensation		—		0.02			0.02		0.07
Consultant stock-based compensation		0.02		0.02			0.02		0.02
Strategic costs		—		—			—		0.03
Post strategic costs		—		—			—		0.02
Discontinued operations, net of tax		—		—			—		0.09
Tax impact related to unusual transactions		—		—			—		—
Non-GAAP net Income (loss) per share	$	0.24	$	(0.05	)	$	0.04	$	(0.27	)
Shares used in computing net loss per share
Basic		111,236		92,078			108,032		90,843
Diluted		112,621		92,078			108,703		90,843

For More Information:

Mike Bishop

The Blueshirt Group

mike@blueshirtgroup.com

Tel: 415-217-4968

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