8-K 1 j9255_8k.htm 8-K

 

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) March 31, 2003

 

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

 

 

 

Item 12. Results of Operational Condition.

 

On March 31, 2003, Wave Systems Corp. announced results for its fourth quarter and year ended December 31, 2002 and highlighted recent corporate developments.  This announcement was made via a conference call, webcast and press release, entitled “Wave Systems Reports 2002 Results and Recent Accomplishments.”  Included in the press release were non-GAAP finanial measures of Wave’s earnings for the three month periods and years ended December 31, 2002 and December 31, 2001.  The following table reconciles Wave’s GAAP basis results to the non-GAAP results, both of which were presented in the press release:

 

 

 

For the three months ended

 

For the Years ended

 

 

 

December 31,
2002

 

December 31,
2001

 

December 31,
2002

 

December 31,
2001

 

GAAP Basis net loss

 

$

(9,886

)

$

(11,744

)

$

(43,467

)

$

(48,701

)

Goodwill amortization

 

—

 

—

 

—

 

1,720

 

Restructuring Costs and other Special Charges

 

—

 

—

 

726

 

—

 

Write off of Goodwill

 

—

 

2,285

 

—

 

2,285

 

Write off of Intangibles and other Assets

 

—

 

—

 

1,571

 

1,762

 

Equity in losses of Global Wave

 

—

 

—

 

—

 

2,332

 

Gain on termination of development contract with SSP Solutions, Inc.

 

—

 

—

 

(1,818

)

—

 

Loss on officer note receivable

 

999

 

—

 

999

 

—

 

Loss on other than temporary decline of marketable equity securities

 

2,236

 

1,737

 

11,513

 

1,737

 

Non-GAAP presentation

 

$

(6,651

)

$

(7,722

)

$

(30,476

)

$

(38,865

)

 

Management beleives that the presentation of the non-GAAP financial measures provides useful information to investors regarding Wave’s results of operations because (i) presenting the information in such a way identifies significant transctions that occur other than in the normal course of business and shows the impact that these items have on the GAAP basis results, thereby giving investors a better understanding of the results; and (ii) it reports to the investor, Wave’s results from operations from activities conducted in the normal course of business (that is, excluding items not incurred in the ordinary course), so that the investor better understands the current “run rate” of Wave’s expenditures.

 

Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits.

 

(c)  Exhibits.

 

Exhibit 99.1

 

Press release, dated March 31, 2003.

 

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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.

 

 

WAVE SYSTEMS CORP.

 

 

 

 

 

By:

/s/ Steven Sprague

 

 

 

Steven Sprague

 

 

Chief Executive Officer

 

Dated:  April 7, 2003

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

 

Exhibit 99.1

 

Press release, dated March 31, 2003.

 

 

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